SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1998
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the Transition period from____________to______________
Commission File Number 33-94884
COATES INTERNATIONAL LTD.
(Exact name of small business issuer as specified in its charter)
Delaware 22-2925432
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
Highway 34 & Ridgewood Road, Wall Township, New Jersey 07719
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code (732) 449-7717
Securities registered pursuant to Section
12(b) of the Act:
Title of Class
None
Securities registered pursuant to Section
12(g) of the Act:
Title of Class
None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of the issuer's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or in any amendment to
this Form 10-KSB. [ ]
Issuer did not generate any revenues for the year ended December 31, 1998.
During the year ended December 31, 1998, there was no established public trading
market for the issuer's Series A Preferred Stock. On December 31, 1998, there
were 6,572,424 shares of Series A Preferred Stock of the Issuer issued and
outstanding.
<PAGE>
Item 10. Executive Compensation
None of CIL's executive officers has an employment contract with CIL.
With respect to each of calendar years 1996, 1997 and 1998, no executive officer
had compensation paid or accrued in excess of $100,000 for any such year except
for George J. Coates, CIL's chief executive officer, whose compensation was as
follows:
SUMMARY COMPENSATION TABLE
Annual Compensation
Year Ended
Name December 31 Salary
George J. Coates, 1998 $186,947
Chief Executive Officer 1997 $183,550
1996 $184,908
* CIL had agreed to pay a $5,500,000 license fee to George J. Coates in
consideration for his grant to CIL of a non-exclusive license. See "Item
1-Business-Patents and Licenses." The fee was payable at management's discretion
but in no event later than February 17, 1998. In September 1998, this
arrangement was modified. CIL and George J. Coates agreed that instead of the
$5,500,000 payment, CIL would issue 275,000 shares of Series A Preferred Stock
to Mr. Coates as the license fee. The shares were issued to Mr. Coates in
November 1998.
To date, no employee stock options have been granted by CIL.
Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth as of December 31, 1998 the ownership of
CIL Series A Preferred Stock by (i) each person known by CIL to be the
beneficial owner of more than 5% of the outstanding Series A Preferred Stock,
(ii) each director and executive officer of CIL who owned shares, and (iii) all
directors and executive officers as a group.
Shares of Series A
Name of Stock Beneficially Owned
Beneficial Owner Number Percent
George J. Coates* 5,189,324 shs 76%
Gregory Coates* 318,150 shs 5%
Richard W. Evans 16,500 shs .003%
Michael J. Suchar 6,000 shs .001%
All directors and executive
officers as a Group (four persons) 5,334,650 shs 81%
* c/o CIL, Highway 34 & Ridgewood Road, Wall Township, New Jersey 07719.
14
<PAGE>
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this Amendment
No.1 for Form 10KSB for December 31, 1998 to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: COATES INTERNATIONAL LTD.
July 14, 1999 By: /s/George J. Coates
George J. Coates, President
Chief Executive Officer and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Amendment No. 1 to Form 10-KSB for December 31, 1999 has been signed
below by the following persons on behalf of the Registrant and in the
capacities and on the date indicated.
Signature Title Date
/s/George J. Coates
George J. Coates Director (Principal Executive July 14, 1999
Principal Financial Officer, Principal
Accounting Officer
/s/Richard W. Evans
Richard W. Evans Director July 14, 1999
Michael J. Suchar Director July 14, 1999
coat10ka.98
