UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended December 31, 2007 | ||
o | 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 0001254371
DEBUT BROADCASTING CORPORATION, INC.
(Exact name of registrant as specified in its charter)
Nevada | 88-0417389 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
1209 16th Ave South, Nashville, TN | 37212 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code (615) 866-3001
Securities Registered Pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, par value $0.003 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
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
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o | Accelerated filer o | ||
Non-accelerated filer o | Smaller Reporting Company x |
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The aggregate market value of the registrant’s outstanding voting and non-voting common stock as of June 30, 2007, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $37.6 million, based on 19,794,360 shares outstanding and a last reported per share price of common stock on the Over the Counter Bulletin Board of $1.90 on that date. As of February 28, 2008, the registrant had outstanding 19,794,381 shares of common stock.
Documents Incorporated by Reference:
Portions of the registrant’s Proxy Statement for the 2008 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, have been incorporated by reference in Part III of this Annual Report on Form 10-K.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the annual report of Debut Broadcasting Corporation, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2007 as filed with the Securities and Exchange Commission on March 7, 2008 (the “Original Filing”). This Amendment (i) corrects a typographical error in the first table provided in Item 10 of Part III, (ii) adds certain information to Item 12 of Part III that was previously incorporated by reference from the Company’s definitive proxy statement for the 2008 Annual Meeting of Stockholders, (iii) corrects references to the Company’s Articles of Incorporation, as amended, set forth in Item 15 of Part IV and the Index to Exhibits following the Signature Page, (iv) corrects references to the Company’s 2007 Stock Incentive Plan set forth in Item 15 of Part IV and the Index to Exhibits following the Signature Page, and (v) deletes Exhibit 3.1 (Amended and Restated Articles of Incorporation) that was attached to the Original Filing. As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (“Exchange Act”), the Company has set forth the complete text of Items 10 and 15, as amended.
In addition, as required by Rule 12b-15 under the Exchange Act, new certifications by the Company’s principal executive officer and principal financial officer are filed as exhibits to this Amendment. This Amendment does not reflect events occurring after the date of the Original Filing or modify or update any disclosures that may have been affected by subsequent events. Except as described above, all other information included in the Original Filing remains unchanged.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this item with respect to our directors, compliance with Section 16(a) of the Exchange Act and our code of ethics is incorporated by reference to the information set forth under the captions “Proposal 1 - Election of Directors,” “Section 16(a) Beneficial Ownership Reporting Compliance,” “Code of Ethics,” “Corporate Governance - Selection of Director Candidates” and “Corporate Governance - Committees of the Board of Directors - Audit Committee” in our definitive proxy statement for the 2008 Annual Meeting of Stockholders.
The following table sets forth certain information with respect to our executive officers as of February 28, 2008:
Name | Age | Position(s) | ||
Steven Ludwig | 37 | Chief Executive Officer | ||
Robert Marquitz | 60 | President and Chairman of the Board | ||
Shannon Farrington | 41 | Executive Vice President, Chief Financial Officer | ||
Stephen Rush | 65 | Executive Vice President, General Counsel |
Robert Marquitz is a director as well as our Chairman. His career has been solidly based in broadcasting. In the 1980’s and 1990’s, he served as Corporate Vice President of one of the nation’s most admired broadcasting companies, Malrite Communications Group. At Malrite, Mr. Marquitz was responsible for all aspects of operations, programming, research and marketing of the company’s 16 major market radio stations. In 1998, Mr. Marquitz co-founded The Marketing Group, Inc., a wholly owned subsidiary of Debut Broadcasting Corporation, Inc., with Steven Ludwig, and has served as our President since that time. In 2003, Mr. Marquitz launched Direct Connection, a Christian program modeled after New Music Nashville, which currently has nearly 150 affiliates. Mr. Marquitz is Anderson Merchandiser Inc.’s official music/radio consultant and is deeply involved on a day-to-day basis with leaders of the record and radio business.
Steven Ludwig is our Chief Executive Officer and a director. Mr. Ludwig has worked in radio and interactive marketing for 15 years. In 1998, Mr. Ludwig co-founded The Marketing Group, Inc. with Mr. Marquitz and has worked as Executive Vice President and Chief Operating Officer of the company since its inception. Mr. Ludwig coordinates all sales and business development efforts, as well as day-to-day implementation of our business plan. He also works with the staff to develop and implement operational strategies with feedback from clients. Mr. Ludwig graduated with honors from Valparaiso University with a B.S. degree in business in 1992.
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Shannon Farrington has served as our Chief Financial Officer since May of 2007. Ms. Farrington has over 20 years experience in financial management. Ms. Farrington has been the Chief Executive Officer of Wolcott Squared, Inc. (“W Sqaured”) since 2006. Prior to working for us and W Squared, she was Senior Vice President and Chief Financial Officer of CHD Meridian Healthcare, Inc., the nation’s largest provider of on-site healthcare from 1995 until 2004. Prior to joining CHD Meridian Healthcare, Ms. Farrington was Assistant Vice President, Director of Finance for Coventry Corporation, and Vice President, Corporate Controller for Allied Clinical Laboratories. Ms. Farrington also worked for Ernst & Young. Ms. Farrington is a CPA and received her BSBA in Accounting from the University of Arkansas.
Stephen Rush is our Executive Vice President, General Counsel and a director. Mr. Rush earned his J.D. from Vanderbilt Law School in 1976, and has practiced law for 31 years. In addition to his employment with us, he founded Rush Law Group in 1994, a firm specializing in intellectual property law. His clients include regional, national, and global companies and individuals ranging from cable and television companies to the estate of George Gershwin. Mr. Rush was appointed by the Secretary of the U.S. Department of Commerce to the Tennessee District Export Council where he served as chairman. He is the founding President of the Southeastern Institute for Law & Commerce, a non-profit 501(c)(3) corporation, which implemented a comprehensive training program in Moscow and St. Petersburg to assist Russian criminal defense attorneys in integrating jury trials into their practice, as requested by the head of The State and Legal Agency of the Executive Office of the President of the Russian Federation. Mr. Rush manages risk for the company by providing oversight on contracts and other legal matters. He also leads our efforts to seek sources of additional financial capital to fund further expansion and other growth opportunities.
The following table sets forth certain information with respect to our significant employees as of February 28, 2008:
Name | Age | Position(s) | ||
Sariah Hopkins | 30 | Corporate Controller | ||
Steven Shelton | 50 | Greenville Super-Regional Cluster General Manager |
Sariah Hopkins is our Corporate Controller. Ms. Hopkins has over 10 years of experience in media, entertainment and advertising controllership. In 2007, she served as a key member of the financial management team of publicly traded Gannet Publications, serving as Manager of Financial Planning and Analysis. From 2004 to 2006, Ms. Hopkins served as Controller to Marketshare, a privately held marketing and advertising firm headquartered in Michigan. Prior to working with Marketshare, Ms. Hopkins held a financial position with Bortz Entertainment Group from 2001 to 2004. Additionally, Ms. Hopkins has prior financial experience with a leveraged SBIC venture capital firm and a regional National Public Radio affiliate in the Great Plains region. Ms. Hopkins holds a BA in Music Business, Magna Cum Laude from Columbia College, an MBA Finance, Summa Cum Laude from Baker College, as well as an MBA Accounting, Summa Cum Laude from Baker College.
Steven J. Shelton serves as General Manager of Debut Broadcasting Mississippi. His career has been built around executive sales management. Mr. Shelton’s radio industry experience started in the 1970’s, working as an announcer/music director and production director before entering the executive sales management phase of his career. In 1988, he formed STG, Inc., which quickly became one of the Southeast’s leading semi conductor/electro-mechanical representative firms. In 1998 he formed STG Media LLC and served as President and managing partner of three stations in Huntsville, Alabama, and one FM in Birmingham, Alabama. STG Media became one of the most successful radio companies in Alabama and was sold in May of 2006.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this item with respect to the security ownership of our management and certain beneficial owners is incorporated by reference to the information set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in our definitive proxy statement for the 2008 Annual Meeting of Stockholders.
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Equity Compensation Plan Information
The following table provides information as of December 31, 2007 with respect to compensation plans (including individual compensation arrangements) under which shares of our common stock are authorized for issuance:
Number of shares to be issued upon exercise of outstanding options and rights | Weighted-average exercise price of outstanding options and rights | Number of shares remaining available for future issuance under equity compensation plans (1) | |||
Plan Category: | |||||
Equity compensation plans approved by stockholders | - | $- | - | ||
Equity compensation plans not approved by stockholders (2) | - | - | 1,000,000 | ||
Total | - | $- | 1,000,000 |
(1) Excludes shares to be issued upon exercise of outstanding options and rights.
(2) This includes only our 2007 Stock Incentive Plan, which was not approved by our stockholders.
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PART IV
Item 15. Exhibits and Financial Statement Schedules.
Financial Statements. The financial statements and financial statement schedule listed in the Index to Consolidated Financial Statements appearing on page F-1 of this annual report on Form 10-K are filed as a part of this report. All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission have been omitted either because they are not required under the related instructions or because they are not applicable.
Exhibits.
3.1 | Articles of Incorporation (incorporated herein by reference to exhibit 3.1 of our Registration Statement on Form SB-2, Registration No. 333-107300, filed on July 24, 2003). |
3.2 | Certificate of Amendment to Articles of Incorporation (incorporated herein by reference to exhibit 3.2 of our Registration Statement on Form SB-2, Registration No. 333-107300, filed on July 24, 2003). |
3.3 | Certificate of Amendment to Articles of Incorporation (incorporated herein by reference to exhibit 3.1 of our Current Report on Form 8-K, filed on December 29, 2006). |
3.4 | Certificate of Amendment to Articles of Incorporation (incorporated herein by reference to exhibit 3.1 of our Current Report on Form 8-K, filed on May 22, 2007). |
3.5 | Amended and Restated Bylaws (incorporated herein by reference to exhibit 3.3 of our Registration Statement on Form SB-2, Registration No. 333-107300, filed on July 24, 2003). |
10.1 | Promissory Note, dated as of January 25, 2008, between Debut Broadcasting Corporation, Inc. and Remington Partners, Inc. (incorporated herein by reference to exhibit 10.1 of our Current Report on Form 8-K, filed on January 25, 2008). |
10.2 | Warrant, dated January 21, 2008, between Debut Broadcasting Corporation, Inc. and Remington Partners, Inc. (incorporated herein by reference to exhibit 10.2 to our Current Report on form 8-K, filed on January 25, 2008). |
10.3 | Impact Network Affiliate agreement, dated November 7, 2007, between Debut Broadcasting Corporation, Inc. and GAP Broadcasting (incorporated herein by reference to exhibit 10.1 to our Current Report on Form 8-K, filed on November 19, 2007). |
10.4 | Letter Agreement, dated August 15, 2007, between The Marketing Group, Inc. and Regions Bank (incorporated herein by reference to exhibit 10.1 to our Current Report on Form 8-K, filed on August 29, 2007). |
10.5 | Debut Broadcasting Corporation, Inc., 2007 Stock Incentive Plan. |
10.6 | Amendment No. 1 to Debut Broadcasting Corporation, Inc., 2007 Stock Incentive Plan. |
10.7 | Form of Non-Qualified Stock Option Agreement. |
10.8 | Form of Incentive Stock Option Agreement. |
21 | Subsidiaries of Debut Broadcasting Corporation, Inc. |
31.1 | Certification of the Principal Executive Officer pursuant to Rule 13a-14 or 15a-14, as pursuant to Section 302 of the Sarbanes Oxley Act of 2002. |
31.2 | Certification of the Principal Financial Officer pursuant to Rule 13a-14 or 15a-14, as pursuant to Section 302 of the Sarbanes Oxley Act of 2002. |
32.1 | Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 30th day of April 2008.
Debut Broadcasting Corporation, Inc | ||
| | |
By: | /s/ Steven Ludwig | |
Steven Ludwig | ||
Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this 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/ Steven Ludwig | President, | April 30, 2008 | ||
Steven Ludwig | Chief Executive Officer and Director, (Principal Executive Officer) | |||
/s/ Sariah Hopkins | Executive Vice President and | April 30, 2008 | ||
Sariah Hopkins | Chief Financial Officer (Principal Financial and Accounting Officer) | |||
/s/ Robert Marquitz | Chairman, | April 30, 2008 | ||
Robert Marquitz | Executive Vice President, and Director | |||
/s/ Stephen Rush | Chief Legal Counsel, | April 30, 2008 | ||
Stephen Rush | Executive Vice President, and Director | |||
/s/ Frank Woods | Director | April 30, 2008 | ||
Frank Woods |
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Index to Exhibits
3.1 | Articles of Incorporation (incorporated herein by reference to exhibit 3.1 of our Registration Statement on Form SB-2, Registration No. 333-107300, filed on July 24, 2003). |
3.2 | Certificate of Amendment to Articles of Incorporation (incorporated herein by reference to exhibit 3.2 of our Registration Statement on Form SB-2, Registration No. 333-107300, filed on July 24, 2003). |
3.3 | Certificate of Amendment to Articles of Incorporation (incorporated herein by reference to exhibit 3.1 of our Current Report on Form 8-K, filed on December 29, 2006). |
3.4 | Certificate of Amendment to Articles of Incorporation (incorporated herein by reference to exhibit 3.1 of our Current Report on Form 8-K, filed on May 22, 2007). |
3.5 | Amended and Restated Bylaws (incorporated herein by reference to exhibit 3.3 of our Registration Statement on Form SB-2, Registration No. 333-107300, filed on July 24, 2003). |
10.1 | Promissory Note, dated as of January 25, 2008, between Debut Broadcasting Corporation, Inc. and Remington Partners, Inc. (incorporated herein by reference to exhibit 10.1 of our Current Report on Form 8-K, filed on January 25, 2008). |
10.2 | Warrant, dated January 21, 2008, between Debut Broadcasting Corporation, Inc. and Remington Partners, Inc. (incorporated herein by reference to exhibit 10.2 to our Current Report on form 8-K, filed on January 25, 2008). |
10.3 | Impact Network Affiliate agreement, dated November 7, 2007, between Debut Broadcasting Corporation, Inc. and GAP Broadcasting (incorporated herein by reference to exhibit 10.1 to our Current Report on Form 8-K, filed on November 19, 2007). |
10.4 | Letter Agreement, dated August 15, 2007, between The Marketing Group, Inc. and Regions Bank (incorporated herein by reference to exhibit 10.1 to our Current Report on Form 8-K, filed on August 29, 2007). |
10.5 | Debut Broadcasting Corporation, Inc., 2007 Stock Incentive Plan. |
10.6 | Amendment No. 1 to Debut Broadcasting Corporation, Inc., 2007 Stock Incentive Plan. |
10.7 | Form of Non-Qualified Stock Option Agreement. |
10.8 | Form of Incentive Stock Option Agreement. |
21 | Subsidiaries of Debut Broadcasting Corporation, Inc. |
31.1 | Certification of the Principal Executive Officer pursuant to Rule 13a-14 or 15a-14, as pursuant to Section 302 of the Sarbanes Oxley Act of 2002. |
31.2 | Certification of the Principal Financial Officer pursuant to Rule 13a-14 or 15a-14, as pursuant to Section 302 of the Sarbanes Oxley Act of 2002. |
32.1 | Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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