U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
/X/ ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended:
DECEMBER 31, 1999
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For transition period from _______ to _______.
Commission File Number: 0-12374
EQUITEX, INC.
(Name of small business issuer in its charter)
DELAWARE 84-0905189
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
7315 EAST PEAKVIEW AVENUE, ENGLEWOOD, COLORADO 80111
(Address of principal executive offices)(Zip Code)
Issuer's telephone number: (303) 796-8940
Securities registered under Section 12 (b) of the Exchange Act:
NONE
Securities registered under Section 12 (g) of the Exchange Act:
COMMON STOCK, $.02 PAR VALUE
(Title of Class)
- --------------------------------------------------------------------------------
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Exchange during the past 12 months
(or for such shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
Days: Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained in this form, and will not be contained, to
the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB: /X/
The aggregate market value of the voting stock held by non-affiliates of the
Registrant was $51,466,792 based on the last sale price of the Registrant's
common stock on April 10, 2000, ($8.25 per share) as reported by the Nasdaq
Stock Market.
The issuer had 7,106,943 shares of common stock outstanding as of April 10,
2000.
Documents incorporated by reference: NO
EQUITEX, INC.
INDEX
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PART II.
Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters 1
Signatures 3
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
(d) Recent sales of unregistered securities
On August 13, 1998 the Registrant issued 625,000 shares of its common stock
to the stockholders of First TeleServices Corp. in consideration for all of the
issued and outstanding common stock of First TeleServices Corp. The Registrant
relied on the exemptions from registration provided by Sections 4(2) and/or 4(6)
of the Securities Act of 1933, as amended (the "Act") and/or Rule 506
promulgated thereunder.
On April 8, 1999 the Registrant issued 145,788 shares of its common stock
in exchange for 900 shares of the registrant's Series A Convertible Preferred
Stock to an accredited investor. The Registrant relied on the exemptions from
registration provided by Sections 4(2) and/or 4(6) of the Act and/or Rule 506
promulgated thereunder.
On April 8, 1999 the Registrant issued 77,941 shares of its common stock in
exchange for 600 shares of the Registrant's Series B Convertible Preferred Stock
to a group of accredited investors. The Registrant relied on the exemptions from
registration provided by Sections 4(2) and/or 4(6) of the Act and/or Rule 506
promulgated thereunder.
On April 8, 1999 the Registrant issued 96,799 shares of its common stock in
exchange for 600 shares of the Registrant's Series C Convertible Preferred Stock
to an accredited investor. The Registrant relied on the exemptions from
registration provided by Sections 4(2) and/or 4(6) of the Act and/or Rule 506
promulgated thereunder.
On April 19, 1999 the Registrant issued 50,000 shares of its common stock
in exchange for warrants to purchase common stock at $3.75 per share to an
accredited investor. The Registrant relied on the exemptions from registration
provided by Sections 4(2) and/or 4(6) of the Act and/or Rule 506 promulgated
thereunder.
On April 19, 1999 the Registrant issued 40,000 shares of its common stock
in exchange for 40,000 warrants to purchase common stock at $8.895 per share to
an accredited investor. The Registrant relied on the exemptions from
registration provided by Sections 4(2) and/or 4(6) of the Act and/or Rule 506
promulgated thereunder.
On April 23, 1999 the Registrant issued 90,000 shares of its common stock
in exchange for 90,000 warrants to purchase common stock at $8.205 per share to
an accredited investor. The Registrant relied on the exemptions from
registration provided by Sections 4(2) and/or 4(6) of the Act and/or Rule 506
promulgated thereunder.
On April 23, 1999 the Registrant issued 20,000 shares of its common stock
in exchange for 20,000 warrants to purchase common stock at $7.25 per share to
an accredited investor. The Registrant relied on the exemptions from
registration provided by Sections 4(2) and/or 4(6) of the Act and/or Rule 506
promulgated thereunder.
On April 27, 1999 the Registrant issued 60,000 shares of its common stock
in exchange for 60,000 warrants to purchase common stock at $11.73 per share to
an accredited investor. The Registrant relied on the exemptions from
registration provided by Sections 4(2) and/or 4(6) of the Act and/or Rule 506
promulgated thereunder.
On May 6, 1999 the Registrant issued 20,000 shares of its common stock in
exchange for 20,000 warrants to purchase common stock at $7.25 per share to an
accredited investor. The Registrant relied on the exemptions from registration
provided by Sections 4(2) and/or 4(6) of the Act and/or Rule 506 promulgated
thereunder.
On May 19, 1999 the Registrant issued 22,500 shares of its common stock in
exchange for 22,500 warrants to purchase common stock at $7.25 per share to an
accredited investor. The Registrant relied on the exemptions from registration
provided by Sections 4(2) and/or 4(6) of the Act and/or Rule 506 promulgated
thereunder.
1
On July 7, 1999, the Registrant issued 35,000 shares of it common stock in
exchange for 35,000 warrants to purchase common stock at $5.00 per share to an
accredited investor. The Registrant relied on the exemptions from registration
provided by Sections 4(2) and/or 4(6) of the Act and/or Rule 506 promulgated
thereunder.
On August 23, 1999, the Registrant issued 250 shares of its Series E
Preferred Stock valued at $2,531,000 to the stockholders of First Bankers
Mortgage Services, Inc. ("FBMS") in consideration for the acquisition of FBMS.
Each share of Series E Convertible Preferred Stock automatically converts to
1,000 shares of common stock upon (i) the approval of an increase in the
authorized shares of common stock from 7,500,000 shares to 50,000,000 or the
subsequent merger of the Company with or into another company or (ii) the sale
of substantially all the Registrant's assets. The Registrant relied on the
exemptions from registration provided by Sections 4(2) and/or 4(6) of the Act
and/or Rule 506 promulgated thereunder.
On August 27, 1999, the Registrant issued 1,200 shares of its Series D 6%
Convertible Preferred Stock to an accredited investor for total proceeds of
$1,200,000. The Series D Preferred Stock is convertible at any time, and from
time to time at a conversion price per share of Common Stock equal to 65% of the
market price of the Common Stock as reported by the Nasdaq Stock Market for the
five days immediately preceding conversion, including interest due and payable.
The Registrant relied on the exemptions from registration provided by Sections
4(2) and/or 4(6) of the Act and/or Rule 506 promulgated thereunder.
2
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.
Date: December 21, 2000 EQUITEX, INC.
(Registrant)
By /S/ HENRY FONG
-----------------------------------
Henry Fong, President
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.
Date: December 21, 2000 /S/ HENRY FONG
-----------------------------------
Henry Fong, President,
Treasurer and Director
(Principal Executive, Financial,
and Accounting Officer)
Date: December 21, 2000 /S/ RUSSELL L. CASEMENT
-----------------------------------
Russell L. Casement, Director
Date: December 21, 2000 /S/ AARON A. GRUNFELD
-----------------------------------
Aaron A. Grunfeld, Director
3