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THIS DOCUMENT IS A COPY OF THE ANNUAL REPORT ON FORM 10-K FILED ON JUNE 30TH,
1998 PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR
ENDED MARCH 31, 1998.
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
TRANSITION PERIOD FROM ____________ TO ____________.
Commission file number 0-22520
AMTEC, INC.
(Exact name of registrant as specified in its charter)
Delaware 52-1989122
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
599 Lexington Avenue, 44th Floor, New
York, New York 10022 (Address of
principal executive offices, including zip code)
212-319-9160
(Registrant's telephone number, including area code)
Securities registered under Section 12(b) of the Exchange Act:
Title of Each Name of Each Exchange
Class so Registered On Which Registered
Common Stock, $0.001 par value per share American Stock Exchange
Securities registered under Section 12(g) of the Exchange Act:
Indicate by check mark whether the registrant: (i) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (ii) 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-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The issuer's revenues for the fiscal year ended March 31, 1998 were
$216,348.
The number of shares outstanding of the registrant's common stock as of
June 26, 1998 was 26,998,076 shares. The aggregate market value of the
common stock (26,346,996 shares) held by non-affiliates, based on the
closing price ($1.3125) of the common stock as of June 26, 1998 was
approximately $34.6 million.
Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995.
Except for the historical information contained herein, the
matters discussed in this Annual Report are forward-looking statements
which involve risks and uncertainties, including but not limited to
economic, competitive, governmental, international and technological
factors affecting the Company's revenues, joint ventures, operations,
markets and prices, and other factors discussed in this Annual Report.
PART I
ITEM 1. BUSINESS
AmTec, Inc. ("AmTec" or "the Company") is a telecommunications company with
operations in the People's Republic of China ( the "PRC" or "China"). The
Company has focused its operations on China because of China's large and
rapidly growing need for telecommunications services, China's requirement
for foreign capital and technology to meet that need, and the opportunity
to obtain cash flow sharing and technical services agreements with
operators who hold exclusive or semi-exclusive communications licenses. The
Company's current operations primarily consist of a series of cellular
telephone networks in the northeastern province of Hebei, which has 11
major cities and a population of approximately 65 million people. In
addition, the Company has interests in other projects and networks in
various stages of development, including a multimedia network for cable
television programming transmission. Developing existing network interests
and obtaining additional interests in communications networks in China in
the future are key components of the Company's business strategy.
CHINA TELECOMMUNICATIONS MARKET
Through the Company's interest in cellular telephone networks in Hebei
Province and relationships that the Company has developed with key policy
makers and decision makers in Chinese governmental agencies, AmTec has
focused its business to capitalize on the growth of the Chinese
telecommunications market, which is among the world's largest, fastest
growing, and most under-serviced telecommunications markets. Due to the
importance of a well-developed communications infrastructure to China's
continuing economic development, the PRC government has targeted
communications network development as a high priority in the country's
economic reform program. It is expected that before the year 2000, China
will surpass the United States as both the largest cellular telephone and
cable television markets in the world.
Since the establishment of China United Telecommunications, Incorporated
("Unicom") in 1994, China has had only two licensed competitors for
cellular, fixed wire and long-distance telephony. The cable television
market in China is a monopoly run by the Ministry of Information Industry,
which also regulates telecommunications in China. While other
communications markets in China have experienced greater competition, most
notably paging and value-added services, communications licenses have
generally been limited to a small number of competitors relative to markets
in the United States. The Company believes that both the overall market
size and the environment of limited competition are attractive aspects of
the Chinese communications market.
Although Chinese regulations currently prohibit direct foreign ownership or
operation of communications networks, the regulatory environment has shown
recent indications of continuing a policy of partial deregulation.
And while there can be no assurance that this policy of partial
deregulation will continue, the Company believes that it is well-positioned
to benefit from deregulation permitting direct foreign ownership and
operation of communications networks, if such deregulation were to occur in
the future.
JOINT VENTURES IN CHINA
AmTec holds a 70% interest in Hebei United Telecommunications Equipment
Company Limited ("Hebei Equipment"), a joint venture with a wholly-owned
subsidiary of the Electronics Industry Department of Hebei Province. Hebei
Equipment, in turn, holds a 51% interest in Hebei United Telecommunications
Engineering Company Limited ("Hebei Engineering"), a joint venture with NTT
International ("NTTI") and Itochu Corp. Both Hebei Equipment and Hebei
Engineering are organized as Sino-foreign equity joint ventures under the
laws of China and are headquartered in Shijiazhuang, the capital of Hebei
Province.
CELLULAR TELEPHONE NETWORKS
Currently, legal restrictions in China prohibit foreign participation in
the operation and ownership of communications networks. Therefore, the
Company has established majority ownership in joint ventures with Chinese
and other partners to provide financing, network construction and
operational consulting services to licensed Chinese network operators.
Substantially all of the Company's revenues are derived from contractual
arrangements for the sharing of cash flow generated from network operations
rather than from ownership or operation of the networks. Until regulations
in China change to permit direct foreign ownership and operations of
communications networks, all future revenues of the Company will continue
to be derived from these contractual arrangements.
Through Hebei Engineering, AmTec entered into an agreement (the "Unicom
Agreement") on February 9, 1996 with Unicom to (i) finance and assist
Unicom in the construction of cellular networks (the "GSM Networks" or "GSM
Project") in the ten largest cities in Hebei Province and (ii) provide
consulting and management support services to Unicom in its operation of
the GSM Networks in the 10 largest cities of Hebei Province. This GSM
Project will have a capacity of up to 70,000 subscribers. The first of
these networks commenced operations in February 1997. Hebei Engineering is
entitled to 78% of the distributable cash flow (defined as activation
charges plus depreciation plus net income) from the GSM Networks for a
15-year period commencing February 9, 1996.
The construction and operational plan for the GSM Networks consists of a
"roll-out" across Hebei Province on a city-by-city basis. As of June 26,
1998 two cities, Shijiazhuang and Tangshan, were providing commercial
service, with approximately 11,000 subscribers; construction in five
additional cities was substantially completed, with commercial launch dates
scheduled during 1998 for these additional five cities.
As of March 31, 1998, construction of the GSM Networks had been financed by
Hebei Engineering with $3 million of equity capital, approximately $11
million of vendor financing guaranteed by NTTI, and a $20 million Term Loan
facility from Bank of Tokyo Mitsubishi also guaranteed by NTTI and Ito Chu.
Of the $3 million of equity raised by Hebei Engineering, $1.17 million
was contributed by Hebei Equipment.
Achievement of the Company's business objectives is dependent upon Unicom's
operation of the GSM Networks, among other factors. The implementation of
the GSM Networks involves systems design, site procurement, construction,
electronics installation, initial systems optimization and receipt of
necessary permits and business licenses prior to commencing commercial
service. Each stage can involve various risks and contingencies, the
outcome of which cannot be predicted with a high degree of assurance as
interconnection of the GSM Networks with the public switched telephone
network is sometimes difficult and time consuming, and the successful
completion of all planned sites of the GSM Networks will be dependent, to a
significant degree, upon the ability of the parties to lease or acquire
sites for the location of their base station equipment. While no
difficulties have been encountered to date in procuring such sites, future
site acquisition can not be assured.
COMPETITION
Unicom currently faces competition from China Telecom, which has
substantially more experience in operating cellular telephone networks,
greater financial resources, scientific and marketing personnel and
facilities. China Telecom is the operating organization of the former
Ministry of Posts and Telecommunications ("MPT"), previously the
telecommunications policy setting and regulatory arm of the Chinese
government.
China Telecom has a dominant market share in all sectors of
telecommunications in China, and already has established a fixed-wire
network in the country. Formerly the MPT regulated and licensed all
telecommunications networks in China, including network access, and the
ability to make important regulatory decisions with respect to China
Telecom's competitors. Although the MPT has been abolished and succeeded by
the Ministry of Information Industry ("MII"), there can be no assurance
that the new regulatory structure for telecommunications operations in
China (i) will be more favorable to Unicom or the Company or (ii) will not
be adverse to Unicom's operations in Hebei. In addition, new competitors
may enter the market, including Code Division Multiple Access ("CDMA")
cellular service offered by the People's Liberation Army and China Telecom
through their joint venture, Great Wall Communications Group ("Great
Wall").
At present there are four small commercial CDMA cellular trial
networks being tested by Great Wall in China. None of these commercial
trial networks are in Hebei, but there can be no assurances in the future
that Great Wall will not enter the Hebei market.
CONSTRUCTION AND OPERATION OF TELECOMMUNICATIONS NETWORKS
The telecommunications networks in the PRC which the Company's joint
ventures are currently engaged in developing may experience difficulties
and delays relating to the construction and operation of such
telecommunications networks. While Unicom has successfully commenced
commercial operation in two cities in Hebei, and although Hebei Engineering
has substantially completed network construction in five additional cities
in Hebei, there can be no assurance that such additional networks will be
completed and that commercial operations in these five cities will
commence. Currently, the Company has no reason to believe that such
additional networks will not commence commercial operations.
ADDITIONAL FUNDING OF JOINT VENTURE PROJECTS
At present, all network construction for a 40,000 subscriber capacity
network in seven cities in Hebei has been funded. Expansion of network
capacity from 40,000 subscribers to 70,000 subscribers will require
additional capital. Since the Unicom Agreement contains no specified
deadline for expansion of the GSM Network to 70,000 subscribers, these
future capital requirements for the GSM Network will depend largely on the
market acceptance of the Unicom GSM Network cellular service, among other
factors. It is anticipated that debt or equity contributions made by the
Company and its partners to the joint ventures, as well as potential
investment from third parties, will be used to increase the capacity of the
GSM Network as required.
GOVERNMENT CONTROL OF CURRENCY CONVERSION AND EXCHANGE RATE RISKS
The PRC government imposes control over its foreign currency reserves,
in part through direct regulation of the conversion of Renminbi, the legal
tender currency of the PRC, into foreign exchange and through restrictions
on foreign trade.
Unicom's revenues are denominated in Renminbi. The Company's joint
ventures will consequently receive almost all of their joint venture
distributions in Renminbi, which is freely convertible only for current
accounts. Approval of the State Administration of Foreign Exchange will be
needed under current regulations for conversion of Renminbi for foreign
currencies.
The Company believes that it will be able to obtain all required
approvals for the conversion and remittance abroad of foreign currency
necessary for the operations of the Company's business. However, such
approvals do not guarantee the availability of foreign currency and no
assurance can be given that the Company will be able to convert sufficient
amounts of foreign currencies in the PRC's foreign exchange markets in the
future at acceptable rates.
Although the Renminbi to US dollar exchange rate has been relatively
stable since January 1, 1994, there can be no assurance that exchange rates
will not again become volatile or that the Renminbi will not devalue
significantly against the US dollar.
During late 1997 and early 1998, there have been a number of currency
devaluations in Asia and unstable and volatile capital markets and foreign
exchange markets. The PRC has not devalued the Renminbi. However, there can
be no assurances that the Renminbi will not be devalued in the future.
OTHER CONTRACTS AND PROJECTS
In addition to the GSM network projects mentioned above, the Company has
entered into a Long Term Cooperation Agreement with Hebei Province to
finance and develop telecommunications projects designated for foreign
investment, including a multimedia fiber optic and microwave network. See
Footnote 4 to the Consolidated Financial Statements - "Investment in
Multimedia Project."
The Company is also considering several other opportunities in cellular,
cable television and VSAT networks in other provinces in China.
EMPLOYEES
As of June 26, 1998, the Company had 13 full time employees in New
York and China. The Company intends to hire additional personnel as the
development of the Company's business continues and makes such action
appropriate.
The Company employs a policy of staffing and managing its joint-venture
subsidiaries and hiring PRC nationals for its China operations. As of June
26, 1998, the Company's subsidiaries had 6 employees in Hebei Equipment and
17 employees in Hebei Engineering. It is the intention of the Company to
add employees to its Chinese subsidiaries for operational purposes.
The Company's employees are not represented by a labor union and are not
covered by a collective bargaining agreement. The Company believes that its
relations with its employees are good.
FORWARD-LOOKING INFORMATION MAY PROVE INACCURATE
This document contains certain forward-looking statements and
information relating to the Company that are based on the beliefs of the
Company's management as well as assumptions made by and information
currently available to the Company's management. When used in this
document, the words "anticipate," "believe," "estimate," "expect," "going
forward" and similar expressions, as they relate to the Company or Company
management, are intended to identify forward-looking statements. Such
statements reflect the current views of the Company with respect to future
events and are subject to certain risks, uncertainties and assumptions,
described in this Form 10-K. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those described herein
as anticipated, believed, estimated or expected. The Company does not
intend to update these forward-looking statements.
ITEM 2. PROPERTIES
The Company leases a 7,600 square foot office located at 599
Lexington Avenue, 44th Floor, New York, New York 10022. The facility serves
as the Company's principal executive offices. The Company pays an annual
rent of $334,400 on a lease which expires in May 2000. The Company has
obtained an option to extend the lease for an additional five year term
based on the fair market value of the leased premises at or about the time
of the expiration of the initial term of the lease.
ITEM 3. LEGAL PROCEEDINGS
A first amended complaint, dated April 15, 1996, was filed against
the Company, ITV Communications, Inc., a subsidiary of the Company ("ITV"),
and other parties, including certain of the Company's officers, directors
and principal stockholders, by Jacqueline Brandwynne, a stockholder of the
Company, in a matter captioned "Jacqueline B. Brandwynne vs. AVIC Group
International, Inc., et al," civil action number BC145036. The complaint,
filed in the Superior Court of California, County of Los Angeles, alleges
fraud, misrepresentation and breach of contract with respect to the sale of
666,667 shares of ITV stock for $1,000,000 prior to the completion of the
Reorganization Agreement between the Company and ITV (the "Reorganization
Agreement") in February 1995, in connection with which the shares of ITV
were exchanged on a two for one basis for shares of the Company. The
complaint alleges that certain misrepresentations were made in connection
with the sale of the 666,667 shares and that the claimant was entitled to
receive 666,667 shares of the Company after the completion of the
Reorganization Agreement. The complaint seeks rescission of the transaction
and damages of no less than $1,000,000. The complaint also alleges a claim
in connection with an alleged oral employment agreement for 125,000 options
to purchase shares of the Company's Common Stock at an exercise price of
$0.35 per share and the right to purchase additional shares of Common Stock
at $1.00 per share, plus other benefits, including a salary of no less than
$130,000. Management of the Company believes that these claims are without
merit, that there are valid defenses to each claim and is in the process of
vigorously defending the matter. The matter is in the discovery phase and
it is not possible to predict with any degree of certainty the likely
outcome. The Company is represented by the law firm of Matthias & Berg LLP,
515 South Flower Street, Seventh Floor, Los Angeles, California 90071, on
this matter.
The Company is not aware of any pending litigation that could have
a material adverse effect on the Company's business, financial condition or
results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of stockholders during the
quarter ended March 31, 1998.
PART II
ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
As of June 26, 1998, the authorized capital stock of the Company
consisted of 100,000,000 shares of common stock, par value $0.001 per share
(the "Common Stock"), and 10,000,000 shares of preferred stock, par value
$0.001 per share (the "Preferred Stock"). As of June 26, 1998, there were
issued and outstanding 26,998,076 shares of Common Stock, options to
purchase 12,460,102 shares of Common Stock, 69 shares of Series E
Convertible Preferred Stock. Further, there were issued and outstanding
warrants to purchase 4,206,375 shares of Common Stock. As of June 26, 1998,
there were approximately 2,680 holders of record of the Common Stock.
The Company's Common Stock was originally listed for trading in the
over-the-counter market on March 4, 1996 under the name AVIC Group
International, Inc. and was quoted on the NASDAQ Bulletin Board or in the
"pink sheets" maintained by the National Quotation Bureau, Inc. under the
symbol "AVIC." The Company changed its listing on November 20, 1996, when
its Common Stock was approved for listing on the American Stock Exchange
under the ticker symbol "AVI." On July 8, 1997, the Company changed its
name to AmTec, Inc. and it currently trades on the American Stock Exchange
under the symbol "ATC". The high and low sales prices of the Common Stock,
as quoted on the American Stock Exchange, on June 26, 1998 were $1.375 and
$1.250, respectively.
No dividend has been declared or paid by the Company on its shares
of Common Stock since its inception. The payment of dividends by the
Company on its shares of Common Stock is within the discretion of the
Company's Board of Directors and will depend on the earnings, capital
requirements, restrictions in any future credit agreements and operating
and financial condition of the Company, among other factors. Except for
dividends which may be payable on and according to the terms of shares of
Preferred Stock, which may be issued from time to time, the Company does
not anticipate that any dividends will be declared or paid in the future.
There can be no assurance that the Company will ever pay a dividend on its
shares of Common Stock.
The following table sets forth for the period indicated the high
and low sales price of the Company's Common Stock as reported on the
American Stock Exchange.
Fiscal Year Ending March 31
----------------------------------------------
1997 1998
---------- -----------------------------------
4th Q 1st Q 2nd Q 3rd Q 4th Q
---------- ----------- ----------- ------------------- ---------
COMMON STOCK PRICE(1)
High $6.250 $5.1875 $3.4375 $2.4375 $1.1875
Low $2.125 $2.8125 $1.8125 $0.5000 $0.5625
- ---------------
(1) High and low sales price as reported on the American Stock Exchange.
The transfer agent for the Company is Chasemellon Shareholder
Services, LLC, 450 West 33rd Street, New York, New York, 10001. Its
telephone number is (800) 851-9677.
CERTAIN SALES OF UNREGISTERED SECURITIES
On October 22, 1997 the Company completed the sale of 74 shares of its
Series E Convertible Preferred Stock (the "Series E Stock" or "Series E
Shares") for gross proceeds of $7,400,000.
The Series E Shares were sold pursuant to Reg. D at $100,000 per share and
the holders of the Series E Stock have no rights to cash dividends but are
entitled to an 8% in-kind dividend. Conversion of the Series E Shares into
Common Stock is based on the lower of (i) a 10% premium to the market price
of the Company's Common Stock, as reported on the American Stock Exchange,
at the time of closing, or of a 10% premium to the 10 day average trading
price six months after the close or (ii) a discount to the lowest trade
during the five (5) trading days prior to the conversion. The discount,
which ranges from 15% to 20%, is based on the date of the shareholder's
conversion of the Series E shares, with the discount increasing as the
period the shares are held increases. The Conversion of the Series E Shares
is restricted by certain "lock-up" agreements between the Company and the
holders of the Series E Stock by which fifty shares of the Series E Shares
could not be converted prior to March 2, 1998, and the remaining twenty
four shares may not be converted prior to the first anniversary of the
close of the offering, October 22, 1998. In addition to the shares,
warrants were issued to five of the Series E Investors to purchase
1,236,346 shares of the Company's Common Stock at a price equal to 120% of
the market price of the Company's Common Stock at the time of closing based
on the amount invested by the shareholders and the length of the "lock-up"
agreed upon between the Company and certain investors. Holders of the
Series E Shares also had a registration right requiring the Company to file
a registration statement covering the Common Stock underlying the Series E
Preferred Shares and related warrants with the Securities and Exchange
Commission (the "SEC") no later than March 2, 1998. The shares were
registered on January 16, 1998.
Of the $7,400,000 gross proceeds from the sale of the Series E Shares,
approximately $641,000 was distributed as fees and expenses to a placement
agent for the offering, and the balance of approximately $6,759,000 was
held by the Company for working capital and possible investment in
additional projects. The Company also issued warrants to purchase 326,171
shares of the Company's Common Stock to the Placement Agent as fees for
services. These Warrants have an exercise price of $2.475 per share.
ITEM 6. SELECTED FINANCIAL DATA
The Company has focused its business solely on establishing
Sino-foreign joint ventures to develop telecommunications networks in the
PRC, following the sale of the assets of its subsidiary ITV Communications,
Inc. in January 1996. Accordingly, the following historical financial data
is not necessarily indicative of future results of operations. The selected
financial data set forth below should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included elsewhere herein.
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
Net Sales $ 216,348 $ -0- $ 683,733 $ 345,276 $ 194,885
(Loss) from
operations (6,220,729) (3,996,151) (4,448,531) (5,585,596) (3,388,833)
Net (Loss) (5,403,368) (4,064,885) (5,281,730) (5,538,303) (3,737,542)
Net (Loss)
per common (0.23) (0.14) (0.21) (0.32) (7,475.08)
share
Total Assets 40,392,720 29,418,203 1,660,000 3,267,488 3,094,157
Total Long
Term Debt 22,458,303 24,233,781 4,081,606 -0- -0-
Shareholders'
Equity 4,896,911 548,088 (2,421,606) (1,255,412) 1,402,532
Financial information for the years 1994, 1995 and 1996, is not
comparable to the financial information provided for 1997 and 1998, because
prior to 1997 the Company was not engaged in the development of
telecommunications networks in the PRC.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
As of March 31, 1998, the Company had $10,442,334 in cash in
United States and PRC banks of which approximately $5,100,000 can be used
for operating expenses which can finance current operations until December
1999.
The Company devotes substantially all of its efforts to financing
and developing Sino-foreign joint ventures to establish telecommunications
networks in the PRC.
LIQUIDITY AND CAPITAL RESOURCES
The Company has financed its operations primarily through equity
investments and bank and vendor financing.
Approximately $4,634,000 of cash was provided by the Company's
operations for the fiscal year ended March 31, 1998, compared to cash
provided of approximately $3,558,000 for the year ended March 31, 1997. The
cash flow from operating activities relates to increased expenses as a
result of the continuing build out of the GSM networks and increased
selling, general & administrative expenses. The cash provided by operations
for the year ended March 31, 1997, (the first year the Company's
Sino-foreign joint venture was consolidated) reflects increases in other
current payables of approximately $9,784,000. During the fiscal year ended
March 31, 1996, the Company used approximately $2,887,000 in its operating
activities.
The Company used approximately $7,993,000 in its investing
activities in the year ended March 31, 1998, compared to approximately
$15,715,000 in the year ended March 31, 1997. These uses are related
primarily to the build out of the Company's GSM networks in Hebei province,
PRC.
The cash inflows from financing activities during the year ended
March 31, 1998 were generated primarily from the following sources: (i)
approximately $8,000,000 in loans from Bank of Tokyo Mitsubishi and vendor
financing for the development of the Hebei GSM networks, which the Company
has reported through the consolidation of its PRC joint ventures. The
decrease in other payables is the result of approximately $10,000,000 of
vendor financing becoming due in fiscal 1999 and thus reclassified as a
current liability, and the sale of $9,900,000 of Preferred Stock through
two offerings: (1) On June 12, 1997, the Company issued 250 shares of
Series C Convertible Preferred Stock at a purchase price of $10,000 per
share in consideration of $2,500,000. Proceeds from this offering were
approximately $2,093,000, which is net of $406,100 of the Series C Shares
which were repurchased by the Company. (2) On October 22, 1997, the Company
issued 74 shares of the Company's Series E Convertible Preferred Stock, at
a purchase price of $100,000 per share, for which the Company received
$6,759,000 after placement agent's fees.
On March 31, 1997, the Company issued 150 shares of the Company's
Series D Convertible Preferred Stock at a purchase price of $10,000 per
share in consideration of $1,500,000.
During fiscal 1996, the Company received approximately $2,934,000
from its financing activities through: (i) the sale of approximately
$2,194,000 in Common Stock, and (ii) the receipt of shareholder loans of
approximately $740,000.
The Company anticipates that its cash and cash equivalents should
be adequate to finance the Company's operating requirements for the current
fiscal year.
EQUITY ISSUANCE AND SERVICE AGREEMENTS
Common Stock issued in connection with conversion of Preferred Stock:
During fiscal 1998, the Company issued 2,236,507 shares of its
Common Stock upon conversion of all outstanding shares of the Company's
Series D Convertible Preferred Shares, 4,507,639 shares of its Common
Stock upon conversion of all shares of its Series C Convertible Preferred
Stock and 106,646 shares of its Common Stock upon conversion of 0.8 share
of the Company's Series E Preferred Stock.
Common stock issued in connection with stock option plans and
services performed:
During fiscal 1998 the Company issued (i) 10,000 shares of
common stock were issued to a former employee of the Company, upon the
exercise of an option issued pursuant to the Company's 1996 Stock Option
Plan. The option had an exercise price of $0.35 per share, (ii) 10,000
shares of common stock issued to each of its four outside directors as
compensation for services. The shares issued had a combined value of
$85,000, which was expensed as directors compensation, (iii) 8,500 shares
of its common stock were issued at market to its legal firm in lieu of
$25,500 of legal billings, and (iv) 14,734 shares issued in connection with
other services at a market value of $41,457.
During the fiscal year, the Company issued 1,019,465 shares of its
Common Stock, net of cancellation, into escrow for Promethean Investment
Group, LLC ("Promethean") pursuant to a Common Stock Investment Agreement
entered into between the Company and Promethean. The shares will be issued
to Promethean if the Company draws on funds from Promethean pursuant to the
Common Stock Investment Agreement.
On July 30, 1996, the Company entered into an agreement with
Merrill Lynch (Asia Pacific) Limited ("Merrill Lynch") pursuant to which
Merrill Lynch was to act as a financial advisor to the Company and was to
assist the Company with strategic financing alternatives with respect to
the Company's PRC projects. The agreement was terminated in accordance with
its terms in December 1997.
In October 1996, the Company entered into an agreement with two of
its law firms, to settle a portion of their accrued fees through the
issuance of stock options. Accordingly, the Company converted accrued legal
fees in the aggregate of approximately $98,000 into options to purchase an
aggregate of 65,064 shares of the Company's Common Stock at an exercise
price of $1.50 per share, the market value of the Company's common stock at
that time. A portion of the accrued legal fees were credited against gains
made by actual resale price. In addition, one firm continues to hold
options to purchase 10,102 additional shares of Common Stock against future
legal fees. The Company also agreed to register the underlying shares with
the Commission on Form S-8. The registration statement relating to these
shares was filed with the Commission on or about November 11, 1996.
On October 15, 1996, the Company agreed to issue warrants to an
individual to purchase 200,000 shares of the Company's Common Stock. These
warrants were issued for services related to advising the Company with
respect to its Sino-foreign joint ventures and marketing activities in the
PRC. The warrants issued have a three year term and an exercise price of
$1.50, which was the market value of the Company's Common Stock at the time
of issuance of the warrants.
On December 10, 1996, the Company agreed to issue to a consultant
5,000 shares of the Company's Common Stock with a market value of $18,125
(based on the fair market value at the time of issuance), in addition to
5,000 shares issued to the consultant in May 1996, which had a market value
of $45,625 (based on the fair market value at the time of issuance), for
professional executive search consulting services the consultant has been
providing to the Company in developing the composition of its management
and Board of Directors.
The Company agreed to register shares of Common Stock underlying
the warrants issued to the individual referenced above and shares of Common
Stock issued to the consultant for consulting services, and certain shares
of Common Stock issued to the Company's Chief Executive Officer in lieu of
cash compensation. On or about December 31, 1996, the Company filed a
registration statement on Form S-8. The total number of shares covered by
the registration statement was 397,500.
On or about October 19, 1996, the Company entered into a twelve
month financial advisory services agreement with an investment bank. The
services provided under this agreement relate to financial advisory
services, including, but not limited to, the development of a financing
strategy for the Company and the Company's projects in the PRC. The
agreement called for a $50,000 retainer and the payment of success fees for
raising capital for the Company and its projects. In addition, the Company
issued a warrant to purchase up to 600,000 shares of the Company's Common
Stock to the investment bank. This warrant has an exercise price of $2.00
per share, which was the market value of the Company's Common Stock at the
time of the issuance of the warrant. 300,000 of the warrants are vested,
and the additional 300,000 warrants will vest only if the investment bank
has raised a minimum of ten million dollars in any form of financing for
the Company.
Future sales of shares of Common Stock by the Company and its
stockholders could adversely affect the prevailing market price of the
Common Stock. Pursuant to its Certificate of Incorporation, the Company has
the authority to issue 73,001,924 additional shares of Common Stock and
8,475,248 additional shares of preferred stock. The issuance of such shares
could result in the dilution of the voting power and other rights of the
currently issued and outstanding shares of Common Stock.
RESULTS OF OPERATIONS FOR THE YEARS ENDED MARCH 31, 1998 AND MARCH 31, 1997
The Company has a limited operating history and has incurred
cumulative net losses since its inception. To date, the Company has
generated $216,348 of revenue from its telecommunications operations and
has experienced net losses of $5,403,368 and $4,064,885 during the fiscal
years ended March 31, 1998 and 1997, respectively.
The Company reported revenues of $216,348 for the year ended March
31, 1998, from the operation of its GSM Network in Hebei. These were the
first revenues related to the networks.
Selling, general and administrative expenses ("SG&A") increased
6% from $3,996,151 during the year ended March 31, 1997, to $4,254,009
during the year ended March 31, 1998, due to increased operating levels as
a result of the continuing build out of the GSM networks, increased levels
of salaries paid to employees and legal and professional expenses incurred
during the past year.
Rental income during the year ended March 31, 1998, increased from
$42,420 in 1997 to $95,667, as a result of the Company's real estate
arrangements in the PRC.
Interest income increased from approximately $153,000 during the
year ended March 31, 1997, to approximately $239,000 during the year ended
March 31, 1998, primarily due to funds on deposit in the United States and
the PRC in anticipation of future funding requirements for new projects.
Through consolidation of its Chinese subsidiaries, the Company
initiated the amortization of the GSM Networks. This non-cash expense item
amounted to approximately $2,183,000.
The Company issued to the Hebei Provincial Government three
million options to purchase an equal number of shares of the Company's
Common Stock at a price of $3.0625 per share. In accordance with Generally
Accepted Accounting Principles, the Company has recorded their value of
$1,837,500 and has amortized approximately $459,000. The issuance of these
options is a non-cash expense.
Loss from abandoned assets relates to the assets of Netmatics which
have been written off for the total amount of $87,441.
Interest expense during the year ended March 31, 1998, decreased
to approximately $125,000 from approximately $129,000 during the year ended
March 31, 1997, due to a reduction in the outstanding balance of
shareholder loans payable.
Other income (net) increased by approximately $113,000 during the
year ending March 31, 1998, as a result of refunds from costs previously
paid.
The Company's net loss increased 33% from $4,064,885 during the
year ended March 31, 1997, to $5,403,368 during the year ended March 31,
1998. This increase in net loss was primarily due to the amortization of
the GSM Networks, amortization of stock options issued to the Hebei
Provincial Government, as well as increases in selling, general &
administrative expenses.
RESULTS OF OPERATIONS FOR THE YEARS ENDED MARCH 31, 1997 AND MARCH 31, 1996
Following the sale by the Company of the assets of its subsidiary
ITV in January 1996 (the "Asset Sale"), the Company has focused its
business solely on establishing Sino-foreign joint ventures to develop
telecommunications networks in the PRC. In light of this change in
operations, net sales decreased from $683,733 during the year ended March
31, 1996 to $0 during the year ended March 31, 1997. Net sales during the
year ended March 31, 1996 reflected the former operations of ITV. The
decrease in net sales during the year ended March 31, 1997 is attributable
to cessation of operations of the Company's ITV subsidiary after the Asset
Sale of ITV.
Selling, general and administrative expenses increased 25% from
$3,207,570 during the year ended March 31, 1996 to $3,996,151 during the
year ended March 31, 1997 due to increased levels of salaries paid to
employees and legal and professional expenses incurred over the past year.
Net research and development expenses decreased from $1,287,629
during the year ended March 31, 1996 to $0 during the year ended March 31,
1997. As a result of the closing of the Asset Sale Agreement in January
1996, the Company ceased all activities related to research and
development.
The equity in losses of unconsolidated subsidiary of $500,000
recorded during the year ended March 31, 1996 represents the Company's
share of losses reported by Netmatics between January 17, 1996 and March
31, 1996, during which period the Company owned thirty-three percent (33%)
of the issued and outstanding common shares of Netmatics. Through a series
of secured debentures issued by Netmatics to its shareholders, and the
conversion of a note in the amount of 2,250,000 to equity, the Company's
ownership in Netmatics increased to 39%. Further, the Company has written
off $198,538 of investments it has made in Netmatics.
Interest expense during the year ended March 31, 1997 decreased to
approximately $130,000 from approximately $241,856 during the year ended
March 31, 1996 due to a reduction in outstanding balance of shareholder
loans payable during the year ended March 31, 1997.
The loss from abandoned assets of $130,840 recorded during the
year ended March 31, 1996 represents a non-recurring "write-off" of certain
remaining assets of ITV that were not sold in the ITV Asset Sale.
The Company's net loss decreased 23% from $5,281,730 during the
year ended March 31, 1996 to $4,064,885 during the year ended March 31,
1997. This decrease in net loss was due to reductions in losses and
"write-offs" associated with the operations of ITV, which were terminated
following the ITV Asset Sale.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS.
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
The financial statements required by this Item 8 are attached
hereto as "Exhibit (a)(1)".
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES OF THE COMPANY
The directors of the Company currently have terms which will end at
the next annual meeting of the stockholders of the Company or until their
successors are elected and qualified, subject to their prior death,
resignation or removal. Officers are appointed by and serve at the
discretion of the Board of Directors, subject to the rights of the officers
under their respective employment agreements. There are no family
relationships among any of the Company's directors and executive officers.
NAME AGE POSITION
--------------------- ----- ------------------------------------
Joseph R. Wright, Jr. 59 Chairman of the Board of Directors,
Chief Executive Officer and President
Richard T. McNamar 59 Vice Chairman of the Board of Directors
Richard S. Braddock 56 Director
Drew Lewis 66 Director
Liang Jiangli 59 Director
James R. Lilley 70 Director
Michael H. Wilson 60 Director
Michael J. Lim 34 Executive Vice President
Albert G. Pastino 56 Senior Vice President, Chief Financial
Officer and Treasurer
James F. O'Brien 52 Senior Vice President, General Counsel
and Corporate Secretary
Xiao Jun 41 Executive Vice President - AVIC China
Joseph R. Wright, Jr. has served as the Company's Chairman of the
Board of Directors since May 1995, Chief Executive Officer since March 1996
and President since May 1996. Mr. Wright also serves as Chairman and member
of the Board of GRC International, Inc. a U.S. public company that provides
technical support to government and private entities, Co-Chairman of Baker
& Taylor Holdings, Inc., an international book and video distribution
company, a member of the Board of Travelers Group, a public company, and
PanAm Sat, a public company. From 1989 to 1994, Mr. Wright served as
Executive Vice President and Vice Chairman of W. R. Grace & Co., an
international chemicals and health care company, President of Grace Energy
Corporation and Chairman of Grace Environmental Company. From 1982 to 1989,
Mr. Wright held the positions of Director and Deputy Director of the Office
of Management and Budget, The White House, and was a member of President
Reagan's cabinet. Prior to 1982, he served as Deputy Secretary, United
States Department of Commerce, President of Citicorp Retail Services and
Retail Consumer Services, held posts in the United States Department of
Agriculture and the United States Department of Commerce, and was Vice
President and Partner of Booz. Allen & Hamilton, a management consulting
firm. He is also currently a member of the Board of Advisors of Barington
Capital Corporation and Great Lakes Pulp and Fiber Corporation, and a
Trustee of Hampton University.
Richard T. McNamar has served as the Company's Vice Chairman of the
Board of Directors since September 1996. He was the founder and Chairman of
International Franchise, Inc., a firm that specialized in international
financial transactions, from 1995 to 1997. He was a Managing Director of
Oppenheimer & Co. from 1991 to 1994. Formerly, he was the Vice-Chairman of
The Bank of New England Corporation and subsidiaries from 1990 to 1991. Mr.
McNamar served as Deputy Secretary of the United States Treasury from 1981
to 1985. He served in the Nixon and Ford Administrations from 1972 to 1977,
where he served as the Executive Director of the Federal Trade Commission
from 1973 through 1977. Mr. McNamar is also currently a member of the
Executive Board of the Bretton Woods Committee and the Board of the
Institute of the Americas.
Richard S. Braddock has served as a Director of the Company since
August 1997. He has been the Chairman of True North Communications, Inc. (a
public company) since 1997. He has served as a principal of Clayton,
Dubilier & Rice, Inc. from 1994 to 1995 and as the Chief Executive Officer
of Medco Containment Services from January 1993 to December 1993. Mr.
Braddock held various positions at Citicorp from 1973 through 1992
including that of President and Chief Operating Officer of Citicorp and its
principal subsidiary, Citibank, N.A., from January 1990 to November 1992
and as sector executive for worldwide consumer activities from 1985 to
1990. Mr. Braddock served as a director of Citicorp from 1985 to 1992. Mr.
Braddock serves on the Board of Directors of E*Trade Group, Inc., Eastman
Kodak Company, Cadbury Schweppes plc adr and True North Communications,
Inc., all publicly-held companies, and of Lincoln Center for the Performing
Arts. He is a trustee of the Cancer Research Institute. Mr. Braddock
received his bachelors degree from Dartmouth College and his M.B.A from the
Harvard Graduate School of Business Administration.
Drew Lewis has served as a Director of the Company since May 1997.
Mr. Lewis served as Chairman and Chief Executive Officer of Union Pacific
Corporation from October 1987 to January 1997, and served as the Chief
Operating Officer of Union Pacific Corporation from April 1986 to October
1987. Prior to his positions with Union Pacific Corporation, Mr. Lewis
served as Chairman and Chief Executive Officer of Union Pacific Railroad
Company from April to October 1986. From 1983 to 1986, Mr. Lewis was
Chairman and Chief Executive Officer of Warner Amex Cable Communications.
He served in the Reagan Administration from January 1981 to February 1983
as U.S. Secretary of Transportation. Mr. Lewis also serves as a director to
American Express Company, FPL Group, Inc., Gannett Co., Inc., Gulfstream
Aerospace Corporation, Lucent Technologies and Union Pacific Resources
Group, Inc., all of which are publicly held companies.
Liang Jiangli has served as a Director of the Company since October
1997. He has served as the Director of Hebei Electronics Industry
Department since September 1993. Mr. Liang also serves as the Chairman of
the Board of Hebei United Telecommunications Equipment Company Limited, the
joint venture subsidiary of the Company. From 1987 to September 1993, Mr.
Liang served as the Director of Hebei Electronics Bureau and the Deputy
Director of Hebei Machinery and Electronics Industry Department. From 1983
to 1987, Mr. Liang served as the Deputy Director of Hebei Electronics
Industry Bureau. From 1963 to 1983, Mr. Liang worked in a state owned
institute, focusing on technology studies and management. Mr. Liang is a
graduate of the Beijing Post and Telecommunications Institute.
James R. Lilley has served as a Director of the Company since May
1997. Ambassador Lilley is currently a resident director at the American
Enterprise Institute ("AEI") which he joined in January 1993, and has
directed the Institute for Global Chinese Affairs at the University of
Maryland since 1996. Prior to his joining AEI, Ambassador Lilley served in
President Bush's Administration as the Assistant Secretary of Defense for
International Security Affairs from November 1991 to January 1993.
Ambassador Lilley was U.S. Ambassador to the People's Republic of China
from April 1989 to May 1991, and to the Republic of Korea from 1986 to
1989. Ambassador Lilley is the co-editor of Beyond MFN: Trade with China
and American Interests and is the author of the forward for the AEI
publication, Chinese Military Modernization. He has represented Hunt Oil of
Texas and United Technologies of Hartford, Connecticut in 1979 to 1980.
Ambassador Lilley worked for Archer-Daniels-Midland Co. and Westinghouse as
a business consultant.
Michael H. Wilson has served as a Director of the Company since May
1997. He has been Vice-Chairman of RBC Dominion Securities, Inc. in
Toronto, Canada since 1995. Prior to 1994, Mr. Wilson held senior Federal
Cabinet posts with the Government of Canada in Finance, Industry, Science
and Technology and International Trade. Prior to his career in public
service, Mr. Wilson was Executive Vice-President of Dominion Securities
Limited. Mr. Wilson also serves on the Board of Directors of Amoco
Corporation and Rio Algom Limited, both publicly held companies. He is also
active in a number of professional and community organizations, including
The Clarke Institute of Psychiatry, The Aspen Institute and The Institute
of the Americas.
Michael J. Lim has served as the Executive Vice President of the
Company since November 1995 and as the Chief Financial Officer from May
1996 through June 1997. Prior to his joining the Company, Mr. Lim was an
investment banker with Bear, Stearns & Co., Inc. from 1986 to 1988 and from
1991 to 1995. During the two and a half years prior to his joining the
Company, Mr. Lim served as Vice President of Bear Stearns Asia Limited,
where he advised Asian enterprises on a wide variety of financing
transactions, with particular focus on telecommunications and
infrastructure financings. Mr. Lim also worked as an investment banker with
the Chase Manhattan Bank from 1990 to 1991. Mr. Lim received his A.B. from
Harvard College in English Literature in 1985 and his M.B.A. from the Amos
Tuck School of Business Administration at Dartmouth in 1990.
Albert G. Pastino was appointed in June 1997 to serve as a Senior
Vice President and Chief Financial Officer of the Company and was appointed
Treasurer of the Company in December 1997. From 1993 to 1997, Mr. Pastino
served as the President of Kisco Capital Company, Inc., an affiliate of
Kohlberg & Company, a private equity investment company. He also served on
the boards of directors of a number of Kohlberg & Company's portfolio
companies. From 1989 through 1992, Mr. Pastino served as Senior Vice
President and Chief Operating Officer of Fortis Private Capital, Inc., a
private equity investment company investing in expansion financing and
management buyouts. Mr. Pastino began his business career at Deloitte &
Touche LLP where he served as senior partner, and gained his investment
banking experience at Alex Brown & Sons, Incorporated. Mr. Pastino received
an M.B.A. from Fairleigh Dikinson University and a B.S. from St. Joseph's
University.
James F. O'Brien was appointed in June 1997 to serve as a Senior
Vice President and General Counsel of the Company and was appointed
Corporate Secretary of the Company in May 1998. Mr. O'Brien was a senior
litigation partner at the law firm of Goulston and Storrs in Boston,
Massachusetts where he founded the litigation practice in 1978 and
specialized in complex financial transactions. He has served as an advisor
to U.S. corporations seeking business opportunities in Southeast Asia. Mr.
O'Brien received a J.D. from Boston College Law School and an A.B. from St.
John's Seminary in Boston.
Xiao Jun has served as Executive Vice President - AVIC China since
December 1995. He also served as a Director from February 1995 through
October 1997, the Company's Secretary from February 1995 to January 1996
and as Chief Financial Officer from June 1995 to May 1996. He has been the
President of Xiao Hua International, Inc., an international steel trading
business based in California since June 1993. He served as the Vice
President of ITV from December 1994 to January 1996. From March 1990 to May
1993, Mr. Xiao was the Vice President of Chong Qing Special Metals Industry
Co. From 1985 to 1990, Mr. Xiao served as an engineer and project manager
at the representative office of IBM China/HK Corp. (Beijing). Mr. Xiao
received a bachelor's degree in physics from the Beijing Polytechnic
University in 1982.
Timothy P. F. Crowley joined the Company in May 1995 and has served
as the Assistant Secretary of the Company since May 1998, and served as the
Secretary of the Company from January 1996 though May 1998. Prior to
joining the Company, Mr. Crowley worked in Corporate Administration at
Travelers Group. Mr. Crowley received his B.A. from Connecticut College in
Anthropology and Art History, and was enrolled in a graduate program in the
History of Art at New York University's Institute of Fine Arts from 1993 to
1994.
The Board of Directors currently has an Audit Committee and a
Compensation Committee. The members appointed to the Audit Committee of the
Board of Directors during the fiscal year ended March 31, 1998 were Michael
H. Wilson, Chairman of the Committee, James R. Lilley and Richard T.
McNamar. The members appointed to the Compensation Committee of the Board
of Directors during the fiscal year ended March 31, 1998 were Richard S.
Braddock, Chairman of the Committee, Drew Lewis and Joseph R. Wright, Jr.
Section 16(a) Beneficial Ownership Reporting Compliance. Section
16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's directors and executive officers and beneficial holders of more
than 10% of any class of the Company's equity securities to file with the
Commission initial reports of ownership and reports of changes in ownership
of such equity securities of the Company. Based solely upon a review of
such forms furnished to the Company, and on written representations from
certain reporting persons that no other reports were required for such
persons, the Company believes that all reports required pursuant to Section
16(a) with respect to its executive officers, directors and 10% beneficial
stockholders for the fiscal year ended March 31, 1997 were timely filed.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION
The following tables set forth certain information concerning
compensation for the fiscal years ended March 31, 1998, 1997 and 1996 of
certain of the Company's executive officers, including the Company's Chief
Executive Officer and all executive officers whose total annual salary and
bonus exceeded $100,000, for the fiscal year ended March 31, 1998 (the
"Named Executive Offices").
Long Term
Compensation
Annual Compensation Awards
Name and Other Annual Stock Options/
Principal Position Year Salary ($) Bonus ($) Compensation Awards ($) SARS (#)
- ------------------ ------ ----------- ---------- ------------- ----------- ---------
Joseph R. Wright 1998 392,967 50,000 (2)$30,000
Chief Executive 1997 256,250 (2)$30,000 $281,250 3,000,000
Officer(1) 1996 143,750 (2)$30,000 3,000,000
R. T. McNamar 1998 100,000 (4)$37,500
Vice Chairman (3) 1997 500,000
1996
Michael J. Lim 1998 253,417 75,000 250,000
Executive Vice 1997 167,333
President (5) 1996 79,615 1,000,000
Albert G, Pastino 1998 125,000 50,000 467,500
Senior Vice 1997
President, Chief 1996
Financial Officer &
Treasurer (6)
James F. O'Brien 1998 125,000 50,000 467,500
Senior Vice 1997
President, General 1996
Counsel &
Corporate Secretary(7)
Xiao Jun 1998 175,000
Executive Vice 1997 123,958
President-AVIC 1996 57,990 400,000
China (8)
- -----------------
(1) Mr. Wright has served as the Company's Chief Executive Officer
since March 14, 1996. He joined the Company as the Chairman of the
Board of Directors on May 1, 1995.
(2) During fiscal 1996, 1997 and 1998, the Company paid approximately
$30,000 per year on behalf of Mr. Wright for certain personal tax
and accounting services rendered by third parties for Mr. Wright.
(3) Mr. McNamar joined the Company on September 3, 1996 as Vice
Chairman of the Board of Directors.
(4) Mr. McNamar received 25,000 shares of the Company's Common Stock
pursuant to his terms of employment with the Company, such shares
having a value of $37,500 at the time of issuance in September
1997.
(5) Mr. Lim joined the Company as the Executive Vice President -
Operations on November 7, 1995 and served as the Company's Chief
Financial Officer from May 1996 through June 15, 1997.
(6) Mr. Pastino joined the Company as the Senior Vice President and
Chief Financial Officer on June 16, 1997. He became the Treasurer
of the Company on December 8, 1997.
(7) Mr. O'Brien joined the Company as Senior Vice President and General
Counsel on June 16, 1997. He became the Secretary of the Company on
May 14, 1998.
(8) Mr. Xiao joined the Company in 1995 as the Executive Vice President
of AVIC-China.
OPTION AND SAR GRANTS DURING LAST FISCAL YEAR
The Company issued 1,185,000 stock options and no SARs to its Named
Executive Officers during the fiscal year ended March 31, 1998.
OPTIONS EXERCISED IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
The following table sets forth certain information regarding option
exercises by the Named Executive Officers during the fiscal year 1998 and
options held by such Named Executive Officers on March 31, 1998:
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options
Acquired on Value Options at Fiscal Year End at Fiscal Year End(1)
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
Joseph R. Wright.... 6,000,000 $5,775,000
R. T. McNamar 250,000 250,000
Michael J. Lim...... 1,062,500 187,500 997,656 $105,469
Albert G. Pastino 300,625 166,875
James F. O'Brien 300,625 166,875
Xiao Jun............ 515,000 495,113
- ----------------
(1) Based on a per share price of $1.3125, the closing price of the
Common Stock as reported on the American Stock Exchange on June
26, 1998, minus the exercise price of the option, multiplied by
the number of shares underlying the Option.
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with six of its
executive officers, Messrs. Joseph R. Wright, Jr., Richard T. McNamar,
Michael J. Lim, Albert G. Pastino, James F. O'Brien and Xiao Jun.
The Company entered into a five year employment agreement dated as
of April 15, 1995, and as amended on November 21, 1995 and September 6,
1996, with Joseph R. Wright, Jr., pursuant to which Mr. Wright agreed to
serve as the Company's Chairman of the Board of Directors, Chief Executive
Officer and President and to operate out of the Company's executive offices
located in New York, New York. The employment agreement initially provided
for an annual base salary of $50,000 during the year commencing April 15,
1995 and $300,000 during the year thereafter. The September 6, 1996
amendment to the employment agreement provides for the issuance of shares
of Common Stock in lieu of cash compensation as payment for the salary that
Mr. Wright had accrued from June 1995 through August 1996, at $1.50 per
share, the market price of the Common Stock on September 6, 1996. Further,
the amendment offers Mr. Wright an automatic extension of his contract of
one year on each April 14, unless the Board of Directors notifies Mr.
Wright 90 days prior to such date that such extension will not be made. The
Board of Directors also approved revising his salary for the first year
commencing on April 15, 1997 to $150,000, revising his salary for the
second year to $300,000, and increasing his salary in each year thereafter
by $100,000. The Board of Directors of the Company also approved the
issuance of an additional three million options to Mr. Wright on September
12, 1996. These options have an exercise price of $3.00 per share, the fair
market value on the date of grant, and vest with respect to fifty percent
of said options on each April 15, 1997 and April 15, 1998.
In September 1996 the Company approved the issuance of 187,500
shares of the Company's Common Stock to Mr. Wright, paid in lieu of a
portion of cash compensation Mr. Wright had been accruing from June 1995
through October 15, 1996. The amount of salary accrued through October 15,
1996 was $281,250. The Common Stock was issued at $1.50 per share, the fair
market value of such shares at the time of the grant.
Pursuant to the employment agreement, Mr. Wright was granted an
option to acquire 3,000,000 shares of Common Stock at an exercise price of
$0.35 per share, and an additional 3,000,000 shares at an exercise price of
$3.00 per share were granted on September 6, 1996. The option has vested
with respect to the 3,000,000 shares which have an exercise price of $0.35
per share, and with respect to 3,000,000 shares which have an exercise
price of $3.00 per share. The options issued to Mr. Wright have been issued
pursuant to the Company's 1996 Stock Option Plan and were based on the
market value of the Common Stock on the date of grant.
On September 6, 1996, the Company entered into a one year verbal
employment agreement with Richard T. McNamar pursuant to which Mr. McNamar
will serve as Vice Chairman of the Company. He received 25,000 shares of
the Company's Common Stock upon commencing employment. Initially, Mr.
McNamar was part time, and negotiated to receive a contingent success fee
for financings he introduced or arranged for the Company. On October 1,
1996 Mr. McNamar became a full time employee and waived his rights to any
success fees. In his part time capacity, Mr. McNamar was issued an option
to purchase 250,000 shares of the Company's Common Stock at an exercise
price of $1.50 per share on September 6, 1996. He received an additional
option for 250,000 shares at an exercise price of $1.50 per share when he
became a full time employee on October 1, 1996. The exercise price of the
options were based on the market value of the Common Stock on the date of
grant. The Company and Mr. McNamar intend to sign a more definitive
employment agreement during the current fiscal year.
On January 23, 1998, the Company entered into a five-year contract
with Mr. Lim, whereby Mr. Lim will serve as an Executive Vice President of
the Company. In his first year, Mr. Lim will receive an annual base salary
of $300,000 and stock options to acquire 250,000 shares of Common Stock at
an exercise price of $0.75 per share, the market price of the Company's
Common Stock, as reported on the American Stock Exchange, at the time the
grant was made. The base salary and additional option grants for subsequent
years of the contract will be determined by the Compensation Committee of
the Board of Directors.
On October 15, 1997, the Company entered into five-year employment
agreements with each of Albert G. Pastino and James F. O'Brien. Mr. Pastino
will serve as a Senior Vice President and Chief Financial Officer of the
Company and will receive an annual base salary of $200,000 for the first
year and stock options to acquire 467,500 shares of Common Stock at an
exercise price of $2.125 per share. Mr. O'Brien will serve as a Senior Vice
President and General Counsel of the Company and will receive an annual
base salary of $200,000 for the first year and stock options to acquire
467,500 shares of Common Stock at an exercise price of $2.125 per share.
The exercise price of the options for Mr. Pastino and Mr. O'Brien was based
on the market price of the Company's Common Stock, as reported on the
American Stock Exchange, at the time the grants were made
EMPLOYEE STOCK OPTION PLANS
As of February 8, 1995, the Company's Board of Directors and
stockholders approved the Company's 1995 Stock Option Plan (the "1995 Stock
Option Plan") in connection with the closing of the transactions
contemplated by the Reorganization Agreement. The Company has reserved up
to 500,000 shares of Common Stock for issuance under the 1995 Stock Option
Plan. The Company has granted options to purchase up to 321,800 shares of
Common Stock under the 1995 Stock Option Plan, 185,000 of which have been
exercised as of June 26, 1998.
The 1996 Stock Option Plan (the "1996 Stock Option Plan" and together with
the 1995 Stock Option Plan, the "Stock Option Plans") was adopted by the
Board of Directors on March 14, 1996 and by the Company's stockholders on
May 7, 1996. The Company has reserved for issuance thereunder an aggregate
of 12,000,000 shares of Common Stock. The Company has granted options to
purchase up to 9,350,000 shares of Common Stock under the 1996 Stock Option
Plan, 10,000 of which have been exercised. Of the 9,350,000 options granted
as of the date of this Report, 8,578,750 options have vested, and the
remaining 771,250 options may vest subject to certain schedules. The Board
of Directors has approved a provision in the 1996 Stock Option Plan which
will place a 6,000,000 share limit on the number of options that may be
granted under the 1996 Stock Option Plan to an employee in the fiscal year
ended March 31, 1996, and a 1,500,000 share limit in each fiscal year
thereafter.
A description of each of the Company's Stock Option Plans is set
forth below. The description is intended to be a summary of the material
provisions of the Company's Stock Option Plans and does not purport to be
complete.
Administration of and Eligibility Under Stock Option Plans. Each of
the Stock Option Plans, as adopted, provides for the issuance of options to
purchase shares of Common Stock to officers, directors, employees,
independent contractors and consultants of the Company and its
subsidiaries. The Stock Option Plans authorize the issuance of incentive
stock options ("ISOs"), and non-qualified stock options ("NSOs") and stock
appreciation rights ("SARs") to be granted by a committee (the "Committee")
to be established by the Board of Directors to administer the Stock Option
Plans.
Subject to the terms and conditions of the Stock Option Plans, the
Committee will have the sole authority to determine: (a) the persons
("optionees") to whom options to purchase shares of Common Stock and SARs
will be granted, (b) the number of options and SARs to be granted to each
such optionee, (c) the price to be paid for each share of Common Stock upon
the exercise of such option, (d) the period within which each option and
SAR will be exercised and any extensions thereof, and (e) the terms and
conditions of each such stock option agreement and SAR agreement which may
be entered into between the Company and any such optionee.
All officers, directors and employees of the Company and its
subsidiaries and certain consultants and other persons providing
significant services to the Company and its subsidiaries will be eligible
to receive grants of options and SARs under the Stock Option Plans.
However, only employees of the Company and its subsidiaries are eligible to
be granted ISOs.
Stock Option Agreements. All options granted under the Stock Option
Plans will be evidenced by an option agreement or SAR agreement between the
Company and the optionee receiving such option or SAR. Provisions of such
agreements entered into under the Stock Option Plans need not be identical
and may include any term or condition which is not inconsistent with the
respective Stock Option Plan and which the Committee deems appropriate for
inclusion.
Incentive Stock Options. Except for ISOs granted to stockholders
possessing more than ten percent (10%) of the total combined voting power
of all classes of the securities of the Company or its subsidiaries to whom
such ownership is attributed on the date of grant ("Ten Percent
Stockholders"), the exercise price of each ISO must be at least 100% of the
fair market value of the Company's Common Stock as determined on the date
of grant. ISOs granted to Ten Percent Stockholders must be at an exercise
price of not less than 110% of such fair market value.
Each ISO must be exercised, if at all, within ten (10) years from
the date of grant, but, within five (5) years of the date of grant in the
case of ISOs granted to Ten Percent Stockholders.
An optionee of an ISO may not exercise an ISO granted under the
Stock Option Plans so long as such person holds a previously granted and
unexercised ISO.
The aggregate fair market value (determined as of time of the grant
of the ISO) of the Common Stock with respect to which the ISOs are
exercisable for the first time by the optionee during any calendar year
shall not exceed $100,000.
As of the date of this Report, ISOs have been granted under the
1995 Stock Option Plan, subject to certain vesting schedules, to purchase
up to 300,000 shares of Common Stock, 185,000 of which have been exercised.
The 300,000 ISOs have an exercise price of $0.3555 per share.
Further, as of the date of the Report, ISOs have been granted under
the 1996 Stock Option Plan, subject to certain vesting schedules, to
purchase up to 622,380 shares of Common Stock. These options have the
following per share exercise prices: 285,714 shares ($0.35), 250,000 shares
($0.75), 76,666 shares ($3.00) and 10,000 shares ($1.50).
Non-Qualified Stock Options. The exercise price of each NSO will be
determined by the Committee on the date of grant. However, the exercise
price for the NSOs under the 1995 Stock Option Plan will in no event be
less than 85% of the fair market value of the Common Stock on the date the
option is granted, or not less than 110% of the fair market value of the
Common Stock on the date such option is granted in the case of an option
granted to a Ten Percent Stockholder. No such restriction exists with
respect to the exercise prices of NSOs granted under the 1996 Stock Option
Plan.
The exercise period for each NSO will be determined by the
Committee at the time such option is granted, but in no event will such
exercise period exceed ten (10) years from the date of the grant.
As of the date of this Report, NSOs have been granted under the
1995 Stock Option Plan, subject to certain vesting schedules, to purchase
up to 20,000 shares of Common Stock at an exercise price of $0.15 per share
and up to 1,800 shares of Common Stock at an exercise price of $5.00 per
share.
As of the date of this Report, NSOs have been granted under the
1996 Stock Option Plan to purchase up to 8,727,620 shares of Common Stock,
subject to certain vesting schedules. These options have the following per
share exercise prices: 2,966,667 shares ($3.00), 935,000 shares ($2.125),
515,000 shares ($1.50) and 4,310,953 shares ($0.35).
Stock Appreciation Rights. Each SAR granted under the Stock Option
Plans will entitle the holder thereof, upon exercise of the SAR, to receive
from the Company, in exchange therefor, an amount equal in value to the
excess of the fair market value on the date of exercise of one share of
Common Stock over its fair market value on the date of grant (or in the
case of an SAR granted in connection with an option, the excess of the fair
market value of one share of Common Stock at the time of exercise over the
option exercise price per share under the option to which the SAR relates),
multiplied by the number of shares of Common Stock covered by the SAR or
the option, or portion thereof, that is surrendered.
SARs will be exercisable only at the time or times established by
the Committee. If an SAR is granted in connection with an option, the SAR
will be exercisable only to the extent and on the same conditions that the
related option could be exercised. The Committee may withdraw any SAR
granted under the Stock Option Plans at any time and may impose any
conditions upon the exercise of an SAR or adopt rules and regulations from
time to time affecting the rights of holders of SARs.
As of the date of this Report, no SARs have been granted pursuant
to the 1995 Stock Option Plan, as part of the issuance of the 20,000 NSOs
and no SARs have been granted under the 1996 Stock Option Plan.
Termination of Option and Transferability. In general, any
unexpired options or SARs granted under the Stock Option Plans will
terminate: (a) in the event of death or disability, pursuant to the terms
of the option agreement or SAR agreement, but not less than six (6) months
or more than twelve (12) months after the applicable date of such event,
(b) in the event of retirement, pursuant to the terms of the option
agreement or SAR agreement, but no less than thirty (30) days or more than
three (3) months after such retirement date, or (c) in the event of
termination of such person other than for death, disability or retirement,
until thirty (30) days after the date of such termination. However, the
Committee may in its sole discretion accelerate the exercisability of any
or all options or SARs upon termination of employment or cessation of
services.
The options and SARs granted under the Stock Option Plans generally
will be non-transferable, except by will or the laws of descent and
distribution.
Adjustments Resulting from Changes in Capitalization. The number of
shares of Common Stock reserved under the Stock Option Plans and the number
and price of Common Stock covered by each outstanding option or SAR under
the Stock Option Plans will be proportionately adjusted by the Committee
for any increase or decrease in the number of issued and outstanding shares
of Common Stock resulting from any stock dividends, split-ups,
consolidations, recapitalizations, reorganizations or like event.
Amendment or Discontinuance of Stock Option Plan. The Board of
Directors has the right to amend, suspend or terminate the Stock Option
Plans at any time. Unless sooner terminated by the Board of Directors, the
1995 Stock Option Plan and the 1996 Stock Option Plan will terminate on
February 8, 2005 and May 7, 2006, respectively, the tenth anniversary date
of the effectiveness of each such Stock Option Plan.
Directors and Officers Liability Insurance. The Company has
obtained directors' and officers' liability insurance with an aggregate
liability for the policy year, inclusive of costs of defense, in the amount
of $3,000,000. The insurance policy ending April 3, 1998, was renewed as of
April 4, 1998 and will expire April 3, 1999.
Indemnification of Officers and Directors. The Company's
Certificate of Incorporation and Bylaws designate the relative duties and
responsibilities of the Company's officers, establish procedures for
actions by directors and stockholders and other items. The Company's
Certificate of Incorporation and Bylaws also contain extensive
indemnification provisions that will permit the Company to indemnify its
officers and directors to the maximum extent provided by Delaware law.
In addition, the Company has adopted a form of indemnification
agreement (the "Indemnification Agreement") which provides the indemnitee
with the maximum indemnification allowed under applicable law. The Company
has not entered into Indemnification Agreements with any of its directors,
executives, employees or consultants as of the date of this Report. Since
the Delaware statute is non-exclusive, it is possible that certain claims
beyond the scope of the statute may be indemnifiable. The Indemnification
Agreements provide a scheme of indemnification which may be broader than
that specifically provided by Delaware law. It has not yet been determined,
however, to what extent the indemnification expressly permitted by Delaware
law may be expanded, and therefore the scope of indemnification provided by
the Indemnification Agreements may be subject to future judicial
interpretation.
The Indemnification Agreement provides, in pertinent part, that the
Company shall indemnify an indemnitee who is or was a party or is
threatened, pending or completed action or proceeding whether civil,
criminal, administrative or investigative by reason of the fact that the
indemnitee is or was a director, officer, key employee or agent of the
Company or any subsidiary of the Company. The Company shall advance all
expenses, judgments, fines, penalties and amounts paid in settlement
(including taxes imposed on indemnitee on account of receipt of such
payouts) incurred by the indemnitee in connection with the investigation,
defense, settlement or appeal of any civil or criminal action or proceeding
as described above. The indemnitee shall repay such amounts advanced only
if it shall be ultimately determined that he or she is not entitled to be
indemnified by the Company. The advances paid to the indemnitee by the
Company shall be delivered within 20 days following a written request by
the indemnitee. Any award of indemnification to an indemnitee, if not
covered by insurance, would come directly from assets of the Company,
thereby affecting a stockholder's investment.
Termination of Employment and Change of Control Agreements. Except
as set forth in employment agreements and stock option agreements of
certain employees of the Company and its subsidiaries, the Company has no
compensatory plans or arrangements which relate to the resignation,
retirement or any other termination of an executive officer or key employee
with the Company or a change in control of the Company or a change in such
executive officer's or key employee's responsibilities following a change
in control.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of Common
Stock as of June 26, 1998 by: (i) each person known by the Company to
beneficially own 5% or more of the outstanding shares of Common Stock, (ii)
each director of the Company, (iii) each Named Executive Officer of the
Company and (iv) all directors and executive officers of the Company as a
group. Unless otherwise indicated below, to the knowledge of the Company,
all persons listed below have sole voting and investment power with respect
to their shares of Common Stock, except to the extent authority is shared
by spouses under applicable law. The information set forth in the table and
accompanying footnotes has been furnished by the named beneficial owners:
NAME OF NO. OF
BENEFICIAL OWNER SHARES(1) PERCENT(1)
---------------- --------- ----------
Polmont Investments Limited(2) ........ 2,450,000 9.10
Jenny Sun(3) .......................... 2,450,000 9.10
Max Chian Yi Sun(4).................... 2,798,191 10.40
Joseph R. Wright, Jr.(5)............... 6,237,700 18.90
Richard T. McNamar(6).................. 275,000 1.01
Richard S. Braddock(7)................. 208,592 *
Drew Lewis(8).......................... 197,518 *
Liang Jiangli.......................... 0 *
James R. Lilley(9)..................... 61,074 *
Michael H. Wilson(10).................. 103,222 *
Michael J. Lim(11)..................... 1,069,400 3.81
Albert G. Pastino(12) ................. 359,199 1.31
James F. O'Brien(13) .................. 338,125 1.24
Xiao Jun(14)........................... 525,000 1.91
All executive officers and 9,474,830 26.52
Directors as a group (12 persons)(15)
- --------------
* Less than 1%.
(1) Beneficial ownership is determined in accordance with the rules of
the Securities and Exchange Commission and generally includes
voting or investment power with respect to securities. Shares of
Common Stock subject to options currently exercisable, or
exercisable within 60 days of June 26, 1998, are deemed outstanding
for computing the percentage of the person holding such options
but are not deemed outstanding for computing the percentage of any
other person.
(2) The address of Polmont Investments Limited is c/o Havelet Trust
Company, PO Box 3136, Road Town, Tortola, British Virgin Islands.
(3) Includes 2,450,000 shares of Common Stock held by Polmont
Investments Limited, of which Ms. Sun purports to have voting
power. The address of Ms. Sun is 1052 North Beverly Drive, Beverly
Hills, CA, 90210.
(4) Includes 2,797,691 shares of Common Stock held by Occidental
Worldwide Corporation of which Mr. Sun purports to have sole
voting and investment power. The address of Mr. Sun is 126 JLN
DEDAP, Taman Ampang Jaya, Trima Jaya, 68000 Ampang, Selangor,
Malyasia.
(5) Includes options to purchase 6,000,000 shares of Common Stock. The
address of Mr. Wright is c/o AmTec, Inc., 599 Lexington Avenue,
44th Floor, New York, New York 10022.
(6) Includes options to purchase 250,000 shares of Common Stock.
(7) Includes options to purchase 30,000 shares of Common Stock.
(8) Includes options to purchase 30,000 shares of Common Stock.
(9) Includes options to purchase 30,000 shares of Common Stock.
(10) Includes options to purchase 30,000 shares of Common Stock.
(11) Includes options to purchase 1,062,500 shares of Common Stock.
(12) Includes options to purchase 338,125 shares of Common Stock.
(13) Includes options to purchase 338,125 shares of Common Stock.
(14) Includes options to purchase 515,000 shares of Common Stock.
(15) Includes options to purchase 8,723,750 shares of Common Stock
of the Company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See Footnote 16 to the Consolidated Financial Statements - "Related Party
Transactions."
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) FINANCIAL STATEMENTS: The following financial statements and
supplemental data are filed:
Report of Independent Auditors
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Stockholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
(2) FINANCIAL STATEMENT SCHEDULES: All applicable financial statement
schedules have been omitted because the required information is included in
the consolidated financial statements and notes thereto filed as Exhibit
(a) (1).
(b) REPORTS ON FORM 8-K. No Reports on Form 8-K were filed by the Company
during the fourth quarter of the fiscal year ending March 31, 1998.
(c) EXHIBITS
The following exhibits, which are furnished with this Annual Report
or incorporated herein by reference, are filed as part of this Annual
Report:
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
2.1 Agreement for Sale of Assets by and between ITV Communications,
Inc. and Netmatics, Inc., dated January 11, 1996, and Promissory
Note and Security Agreement dated January 16, 1996(1)
2.2 Agreement of Merger between AVIC Group International, Inc., a
Colorado corporation, with and into AVIC Group International,
Inc., a Delaware corporation dated July 10, 1996(8)
3.1 Amendments to Articles of Incorporation of the Company dated June
7, 1996 and June 10, 1996(5)
3.2 Restated Certificate of Incorporation of the Company(7)
3.3 Certificate of Ownership and Merger Merging China
Telecommunications and Technologies, Inc. into the Company(9)
3.4 Certificate of Designations of Preferences of Series C
Convertible Preferred Stock of the Company(9)
3.5 Certificate of Designations of Preferences of Series D
Convertible Preferred Stock of the Company(7)
3.6 Certificate of Designations of Preferences of Series E
Convertible Preferred Stock of the Company(10)
3.7 Restated Bylaws of the Company
4.1 Specimen Common Stock Certificate(9)
10.1 1995 Stock Option Plan(2)
10.2 1996 Stock Option Plan(2)
10.3 Real Property lease between Lexreal Associates and the Company
dated May 8, 1995(2)
10.4 Employment Agreement between Joseph R. Wright, Jr. and the
Company dated as of April 15, 1995(3), and amendments thereto
dated as of November 21 1995(4) and September 12, 1996(6)
10.5 Employment Agreement between Michael J. Lim and the Company dated
as of November 6, 1995(4)
10.6 Employment Agreement between Xiao Jun and the Company dated as of
January 1, 1996(4)
10.7 Employment Agreement between Albert G. Pastino and the Company
dated as of October 15, 1997(12)
10.8 Employment Agreement between James F. O'Brien and the Company
dated as of October 15, 1997(12)
10.9 Employment Agreement between Michael J. Lim and the Company dated
January 23, 1998
10.10 Form of Indemnification Agreement for directors and officers of
the Company(8)
10.11 Common Stock Investment Agreement between Promethean Investment
Group L.L.C. and the Company dated March 31, 1997, as amended on
April 29, 1997(9)
10.12 China Paging Networks Preliminary Agreement between Beijing CATCH
Communications Group Co. and the Company dated April 1995(3)
10.13 Mobile Telephone Network Preliminary Agreement between Beijing
CATCH Communications Group Co. and the Company dated April 27,
1995(3)
10.14 Cellular Telephone Network Preliminary Agreement between Beijing
CATCH Communications Group Co., Tweedia International Limited and
the Company dated April 1995(3)
10.15 Memorandum of Understanding between Hebei United Communications
Equipment Company and the Company dated May 1, 1995(3)
10.16 Letter of Intent between Hebei United Communications Equipment
Company and the Company dated October 10, 1995(4)
10.17 Joint Venture Contract between Hebei United Communications
Equipment Company and NTTI dated December 22, 1995(5)
10.18 Agreement between Hebei United Communications Equipment Company
and the Company dated March 22, 1996(5)
10.19 Joint Venture Contract between Hebei United Telecommunications
Development Company, Beijing CATCH Communications Group Co. and
the Company dated September 20, 1996(9)
10.20 Project Cooperation Contract between China United
Telecommunications Co. and Hebei United Telecommunications
Engineering Company Limited dated February 9, 1996(9)
10.21 Term Loan Agreement between Hebei United Telecommunications
Engineering Company Limited and Bank of Tokyo-Mitsubishi, Ltd.
dated August 5, 1996(9)
10.22 Project Cooperation Contract between Hebei Cable Television
Station and Hebei United Communications Equipment Company Limited
dated April 8, 1997(9)
21.1 Subsidiaries of the Company
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Singer, Lewak, Greenbaum & Goldstein
27 Financial Data Schedule
- ---------------
(1) Previously filed as part of the Company's Current Report on Form 8-K
dated January 19, 1996.
(2) Previously filed as part of the Company's Transition Report on Form
10-KSB for the transition period from October 1, 1994 to March 31,
1995.
(3) Previously filed as part of the Company's Current Report on Form 8-K
dated May 1, 1995.
(4) Previously filed as part of the Company's Current Report on Form 8-K
dated December 22, 1995.
(5) Previously filed as part of the Company's Annual Report on Form 10-KSB
for the fiscal year ended March 31, 1996.
(6) Previously filed as part of the Company's Registration Statement on
Form S-8 filed on January 31, 1997.
(7) Previously filed as part of the Company's Current Report on Form 8-K
dated March 6, 1997.
(8) Previously filed as part of the Company's Definitive Proxy Statement
dated April 18, 1996.
(9) Previously filed as part of the Company's Annual Report on Form 10-KSB
for the fiscal year ended March 31, 1997.
(10) Previously filed as part of the Company's Quarterly Report on Form
10-Q/A dated September 30, 1997.
(11) Previously filed as part of the Company's Current Report on Form 8-K
dated December 8, 1997.
(12) Previously filed as part of the Company's Quarterly Report on Form
10-Q dated December 31, 1997.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this Annual
Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
AMTEC, INC.
By /s/ Joseph R. Wright, Jr.
____________________________
Joseph R. Wright, Jr.
Chairman of the Board,
Chief Executive Officer and
President
Date: June 26, 1998
Pursuant to the requirements of the Securities Exchange Act of
1934, this Annual Report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Joseph R. Wright, Jr.
- -------------------------------- Chairman of the Board of June 26, 1998
Joseph R. Wright, Jr. Directors, Chief Executive Officer
and President (Principal Executive
Officer)
/s/Richard T. McNamar
- -------------------------------- Vice Chairman of the Board of June 26, 1998
Richard T. McNamar Directors
/s/Richard S. Braddock Director June 26, 1998
- -------------------------------
Richard S. Braddock
/s/Drew Lewis Director June 26, 1998
- -------------------------------
Drew Lewis
/s/Liang Jiangli Director June 25, 1998
- -------------------------------
Liang Jiangli
/s/James R. Lilley Director June 25, 1998
- --------------------------------
James R. Lilley
/s/Michael H. Wilson Director June 24, 1998
- ---------------------------------
Michael H. Wilson
/s/Albert G. Pastino
- -------------------------------- Senior Vice President, Chief June 26, 1998
Albert G. Pastino Financial Officer and Treasurer
(Principal Financial and
Accounting Officer)
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
AmTec, Inc. (formerly AVIC
Group International Inc. and subsidiaries)
We have audited the accompanying consolidated balance sheets of AmTec, Inc.
and subsidiaries (formerly AVIC Group International, Inc. and subsidiaries)
as of March 31, 1998 and 1997, and the related consolidated statements of
operations, stockholders' equity and cash flows for the years then ended.
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of the Company as of March
31, 1998 and 1997, and the results of its operations and its cash flows for
the years then ended, in conformity with generally accepted accounting
principles.
/S/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
June 11, 1998
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors and Stockholders
AmTec, Inc.
We have audited the accompanying consolidated statements of operations,
stockholders' equity, and cash flows of AmTec, Inc. and Subsidiaries
(formerly AVIC Group International, Inc. and Subsidiaries) for the year
ended March 31, 1996. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit
provides a reasonable basis for opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated results of
operations and cash flows of AmTec, Inc. and Subsidiaries (formerly AVIC
Group International, Inc. and Subsidiaries) for the year ended March 31,
1996, in conformity with generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. During the year
ended March 31, 1996, the Company had a net loss of $5,281,730. Recovery of
the Company's assets is dependent upon future events, the outcome of which
is indeterminable. In addition, successful completion of the Company's
development program and its transition, ultimately, to the attainment of
profitable operations is dependent upon obtaining adequate financing to
fulfill its development activities and achieving a level of sales adequate
to support the Company's cost structure. These factors, among others, as
discussed in Note 1 to the financial statements raise substantial doubt
about the Company's ability to continue as a going concern. The
consolidated financial statements do not include any adjustments that might
result from thew outcome of this uncertainty.
/S/ SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
Los Angeles, California
June 18, 1996
AMTEC INC., AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1998, AND MARCH 31, 1997 MARCH 31, 1998 MARCH 31, 1997
- -------------------------------------------------------- --------------------------------------
ASSETS
Current assets
Cash $10,442,334 $5,390,871
Accounts receivable 114,661
Prepaid expenses and other current assets 356,554 182,090
---------------------------------
Total current assets 10,913,549 5,572,961
Property, plant & equipment, net 897,265 518,020
Investment in GSM network, net of amortization 28,461,810 22,017,869
Additional investment in joint-venture 1,192,000
Office lease deposit 113,180 111,500
Deferred expenses 6,916 5,853
=================================
TOTAL ASSETS $40,392,720 $29,418,203
=================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $551,705 $991,194
Accrued expenses 798,376 780,902
Loans payable - shareholders 1,452,553 2,413,553
Other current payables 10,234,872 450,685
---------------------------------
Total current liabilities 13,037,506 4,636,334
Loans payable 20,028,602 11,956,486
Other payables 1,487,727 10,290,128
Minority interest 941,974 1,987,167
---------------------------------
TOTAL LIABILITIES 35,495,809 28,870,115
STOCKHOLDERS' EQUITY
Series A Convertible Preferred Stock:
$.001 par value; authorized 10,000,000 shares; 0 and 1,524,178
shares issued and outstanding in 1998 and 1997, respectively 1,524
Series D Convertible Preferred Stock:
$.001 par value; authorized 10,000,000 shares; 0 and 150 shares
issued and outstanding in 1998 and 1997, respectively. 1
Series E Convertible Preferred Stock:
$.001 par value; authorized 10,000,000 shares; 73 and 0 shares
issued and outstanding in 1998 and 1997, respectively. 1
Common stock: $.001 par value; authorized 100,000,000 shares;
26,532,502 and 31,257,921 issued and outstanding in 1998
and 1997, respectively 26,533 31,258
Additional paid-in capital 33,148,529 25,202,108
Accumulated deficit (27,394,590) (20,592,536)
Cumulative foreign currency exchange loss 613 (1,231)
Non-refundable equipment purchase deposit (4,572,536)
Non employee deferred option cost, net (1,378,125)
Warrants 493,950 479,500
---------------------------------
TOTAL STOCKHOLDERS' EQUITY 4,896,911 548,088
=================================
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $40,392,720 $29,418,203
=================================
See notes to consolidated financial statements
AMTEC INC., AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS YEAR ENDING YEAR ENDING YEAR ENDING
MARCH 31, 1998 MARCH 31, 1997 MARCH 31, 1996
- -------------------------------------------------------------------------------- ------------------- -------------------
Revenues $ 216,348 $ -- $ 683,733
------------------- ------------------- -------------------
Expenses:
Cost of revenues 637,065
Selling, general and administrative 4,254,009 3,996,151 3,207,570
Amortization of GSM networks 2,183,068
Research and development 1,287,629
------------------- ------------------- -------------------
Total Expenses 6,437,077 3,996,151 5,132,264
------------------- ------------------- -------------------
Loss from operations (6,220,729) (3,996,151) (4,448,531)
------------------- ------------------- -------------------
Other income (expense)
Rental income 95,667 42,420
Interest income 239,067 152,824
Gain from sale of assets 31,880
Amortization stock options granted non employees (459,375)
Loss from abandoned assets (87,441) (130,840)
Equity in losses of unconsolidated subsidiary (500,000)
Interest expense (125,586) (129,039) (241,856)
Exchange loss (3,484) (19,490)
Other - net 113,320 7,617
Write off investment in affiliate (198,538)
------------------- ------------------- -------------------
Total other income (expense) (227,832) (151,823) (833,199)
------------------- ------------------- -------------------
Loss before minority interest (6,448,561) (4,147,974) (5,281,730)
Minority interest in loss of subsidiaries (1,045,193) 83,089
------------------- ------------------- -------------------
Net loss (5,403,368) (4,064,885) (5,281,730)
Preferred stock dividend 1,398,686 10,000 -
=================== =================== ===================
Loss applicable to common shares $ (6,802,054) $ (4,074,885) $ (5,281,730)
=================== =================== ===================
Basic loss per common share $ (0.23) $ (0.14) $ (0.21)
=================== =================== ===================
Weighted average common shares outstanding 29,843,712 29,102,347 25,651,045
=================== =================== ===================
AMTEC INC. AND SUBSIDIARIES
CONSOLIDATED STAETMENTS OF STOCKHOLDERS' EQUITY/(DEFICIENCY)
- ----------------------------------------------------------------------------------------------------------------------------
SERIES A SERIES B SERIES C SERIES D
COMMON STOCK PREFERRED STOCK PREFERRED STOCK PREFERRED STOCK PREFERRED STOCK
--------------- ----------------- --------------- --------------- ---------------
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT
BALANCE, April 1, 1995 25,243,409 25,244 - - - - - - - -
Issuance of Series A preferred
stock for interest in deposit,
December 1995 - - 1,524,178 1,524 - - - -
Sale of common stock for cash 1,302,020 1,302 - - - - - -
Conversion of stockholders'
loans to common stock,
February 1996 1,891,553 1,891 - - - - - - - -
Exercise of options, February
1996 - - - - - - - - - -
Equipment purchase deposit - - - - - - - -
Net loss - - - - - - - - - -
- -----------------------------------------------------------------------------------------------------------------------------
BALANCE, March 31, 1996 28,436,982 28,437 1,524,178 1,524 - - - - - -
Issuances of Series B preferred
stock - - - - 100 1 - - - -
Conversion of Series B shares 1,507,477 1,507 - - (100) (1) - - - -
Issuance of Series D preferred-
stock - - - - - - - - 150 1
Common shares issued for services
rendered 90,962 91 - - - - - - - -
Common shares issued to employees 212,500 213 - - - - - - - -
as compensation
Common shares issued for
directors fees 10,000 10 - - - - - - - -
Sale of common shares 1,000,000 1,000 - - - - - - - -
Preferred dividends - - - - - - - - - -
Warrants - - - - - - - - - -
Cumulative foreign exchange loss - - - - - - - - - -
Net loss - - - - - - - - - -
- -----------------------------------------------------------------------------------------------------------------------------
BALANCE, March 31, 1997 31,257,921 31,258 1,524,178 1,524 - - - - - 150 1
- -----------------------------------------------------------------------------------------------------------------------------
Exercise of employee stock
options 69,000 69 - - - - - - - -
Issuance of Series C preferred - - - - - - 250 -1 - -
stock
Common shares issued for services
rendered 23,233 23 - - - - - - - -
Conversion of Series D shares to 2,236,507 2,237 - - - - - - (150) (1)
common stock
Common stock investment agreement
- net of cancellation 1,019,465 1,019 - - - - - - - -
Common shares issued for 40,000 40 - - - - - - - -
directors fees
Cancellation of Series A preferred - - (1,524,178) (1,524) - - - - - -
Cancellation of common stock (12,727,909)(12,728) - - - - - - - -
Tweedia loan cancellation
Allocation of non-refundable
deposit from former affiliate
Other - - - -
Conversion of Series C shares to
stock 4,507,639 4,508 - - - - (219) (1) - -
Issuance of Series E preferred - - - - - - - - - -
stock
Conversion of Series E shares to 106,646 107 - - - - - - - (1)
common stock
Buyback of Series C preferred - - - - - - (31) - - -
stock
Deferred financing costs, net
of amortization - - - - - - - - - -
Stock options issued to third
party - - - - - - - - - -
Advance to joint venture partner - - - - - - - - - -
Preferred stock dividends
Cancellation of Warrants - - - - - - - - - -
Dividends related to discount on
conversion of preferred shares - - - - - - - - - -
Net loss
- -----------------------------------------------------------------------------------------------------------------------------
BALANCE, March 31, 1998 26,532,502 $26,533 - - - - - - - -
- ----------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
SERIES E CUMULATIVE ADVANCE
PREFERRED STOCK ADDITIONAL FOREIGN TO JOINT EQUIPMENT
---------------- PAID-IN ACCUMULATED EXCHANGE VENTURE PURCHASE
SHARES AMOUNT WARRANTS CAPITAL DEFICIT GAIN (LOSS) PARTNER DEPOSIT