SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 10-K/A
[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
[ ] 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: 1-10210
EXECUTIVE TELECARD, LTD.
(Exact name of registrant as specified in its charter)
Delaware 13-3486421
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation of organization)
1720 South Bellaire Street, Suite 1000, Denver, Colorado, 80222
(Address of principal executive offices)
Registrant's telephone number, including area code:(303) 691-2115
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to section 12(g) of the Act:
Common Stock $.001 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
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes _X_ No ___
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-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. [ ]
The aggregate market value of the voting stock held by non-
affiliates of the registrant based on the closing sale price of
such stock as of May 31, 1998 amounted to $46,229,314.
The number of shares outstanding of each of the registrant's
classes of common stock as of May 31, 1998 was 17,346,766 shares,
all of one class of $.001 par value Common stock.
(Balance of Page Left Blank Intentionally)
EXECUTIVE TELECARD, LTD.
FORM 10-K
FISCAL YEAR ENDED MARCH 31, 1998
TABLE OF CONTENTS
Page
Part IV Item 14 Exhibits, Financial Statements, Schedules 4
and Reports on Form 8-K
EXECUTIVE TELECARD, LTD.
EXPLANATORY NOTE
This Form 10-K A amends Item 14 (Exhibits, Financial
Statements, Schedules and Reports on Form 8-K) to add the
following exhibits that were inadvertently omitted from the
Company's Form 10-K:
Exhibit Description
10.17 Agreement for Telephone Service Through Metromedia ITT
Long Distance Travel Card, dated September 10, 1990,
between Executive TeleCard S.A. and Communications
Services, Inc. d/b/a Metromedia ITT Long Distance.
10.18 Agreement for Telephone Service Through, dated
September 5, 1990, between Executive TeleCard S.A. and
ATC.
10.19 Contract of Services, dated January 5, 1995, between
the Company and Telefonos de Mexico, S.A. de C.V.
10.20 Modification Agreement, dated as of June 17, 1996, by
and between the Company and Telefonos de Mexico, S.A.
de C.V.
10.21 Agreement for Telephone Service Through LiTel
Telecommunications Corp., dated November 1, 1991,
between Executive TeleCard S.A. and LiTel
Telecommunications Corp.
PART IV
ITEM 14 - Exhibits, Financial Statements, Schedules and Reports
on Form 8-K
a) 1. The financial statements are included in Part II, Item 8
beginning at Page F-1:
2. Financial Statement Schedule
Schedule II Valuation and Qualifying Accounts
b) Reports on Form 8-K:
A report on Form 8-K dated June 24, 1998 under Item 2
was filed with the Commission on June 24, 1998 to
report the signing of a definitive agreement to
acquire IDX International, Inc.
c) Exhibits:
3.1 Restated Certificate of Incorporation as amended July 26,
1996 and August 29, 1996 filed as Exhibit 3.1 to the
Company's Form 10-Q for the period ended September 30,
1996 and incorporated herein by reference.
3.2 Amended and Restated Bylaws.
4.1 Rights Agreement dated as of February 18, 1997
between the Company and American Stock Transfer & Trust
Company, which includes the form of Certificate of
Designations setting forth the terms of the Series A
Participating Preference Stock, par value $.001 per share,
as Exhibit A, the Form of Right Certificate as Exhibit B
and the Summary of Rights to Purchase Preference Shares
as Exhibit C filed as Exhibit 1 to the Company's
Registration Statement on Form 8-A (No. 1-10210)
and incorporated herein by reference.
4.2 Form of Letter from the Board of Directors of the Company
to Stockholders mailed with copies of the Summary of
Rights filed as Exhibit 2 to the Company's Registration
Statement on Form 8-A (No. 1-10210) and incorporated
herein by reference.
10.1 Damiel Elektronik Development Agreement filed as Exhibit
10.6 to the Company's Form S-1 Registration Statement
(No. 3325572) and incorporated herein by reference.
10.2 Agreement between Executive TeleCard S.A. (Switzerland)
and Telstra Corporation Limited (Australia) for
Enhancement of Telecom Australia Calling Card dated August
3, 1993 filed as Exhibit 10.12 to the Company's Form 10-K
for the period ended March 31, 1996 and incorporated
herein by reference. This Agreement is subject to a grant
of confidential treatment filed separately with the U.S.
Securities and Exchange Commission.
10.3 Office Building Lease between Executive TeleCard, S. A.
and Provident Life and Accident Insurance Company dated
December 15, 1995 for the 1720 South Bellaire, Denver,
Colorado offices and First Amendment to the Lease
Form 10-K for the period ended March 31, 1996 and
incorporated herein by reference.
10.4 Promissory Note and Stock Option Agreement between the
Company and World Wide Export, Ltd. dated February 28,
1996 filed as Exhibit 10.20 to the Company's Form 10-K for
the period ended March 31, 1996 and incorporated herein by
reference.
10.5 Promissory Note and Stock Option Agreement between the
Company and Seymour Gordon dated February 28, 1996 filed
as Exhibit 10.21 to the Company's Form 10-K for the period
ended March 31, 1996 and incorporated herein by reference.
10.6 Promissory Note and Stock Option Agreement between the
Company and Network Data Systems, Limited dated June 27,
1996 filed as Exhibit 10.2 to the Company's Form 10-Q for
the period ended June 30, 1996 and incorporated herein by
reference.
10.7 Settlement Agreement and Mutual Release dated as of May
28, 1996 between the Company Ltd. and Walter K. Krauth,
Jr. filed as Exhibit 10 to the Company's Form 8-K dated
May 28, 1996 and incorporated herein by reference.
10.8 Settlement Agreement dated April 2, 1998 between the
Company and parties to In re: Executive TeleCard, Ltd.
Securities Litigation, Case No. 94 Civ. 7846 (CLB),
U.S.D.C., S.D.N.Y.
10.9 1995 Employee Stock Option and Appreciation Rights
Plan, as amended and restated.
10.10 1995 Directors Stock Option and Appreciation Rights
Plan, as amended and restated.
10.11 Employment Agreement for Christopher J. Vizas dated
December 5, 1997 filed as Exhibit 10 to the Company's
Quarterly Report on Form 10-Q for the quarter ended
December 31, 1997 and incorporated herein by reference.
10.12 Employment Agreement for Colin Smith dated February
1, 1998.
10.13 Employment Agreement for Ronald A. Fried dated February
20, 1998.
10.14 Promissory Note dated February 23, 1998 between the
Company and IDT Corporation.
10.15 Warrant to purchase 500,000 shares of common stock of
the Company dated February 23, 1998 issued to IDT
Corporation.
10.16 Consulting Agreement for John Koonce dated April 13,
1998.
10.17 Agreement for Telephone Service Through Metromedia
ITT Long Distance Travel Card, dated September 10, 1990,
between Executive TeleCard S.A. and Communications
Services, Inc. d/b/a Metromedia ITT Long Distance.
10.18 Agreement for Telephone Service Through, dated
September 5, 1990, between Executive TeleCard S.A. and
ATC.
10.19 Contract of Services, dated January 5, 1995, between
the Company and Telefonos de Mexico, S.A. de C.V.
10.20 Modification Agreement, dated as of June 17, 1996, by
and between the Company and Telefonos de Mexico, S.A. de
C.V.
10.21 Agreement for Telephone Service Through LiTel
Telecommunications Corp., dated November 1, 1991,
between Executive TeleCard S.A. and LiTel
Telecommunications Corp.
10.22 Agreement and Plan of Merger, dated June 17, 1998, by
and among the Company, IDX International, Inc., EXTL
Merger Sub No. 1 and the stockholders of IDX
International, Inc., filed as Exhibit 2.1 to the Company's
current report on Form 8-K filed with the Commission on
June 24, 1998.
21 Subsidiaries of the Registrant
23 Consent of BDO Seidman, LLP
27 Financial Data Schedule
99.1 Section 214 License filed as Exhibit 10.5 to the
Company's Form S-1 Registration Statement (No. 33-25572)
and incorporated herein by reference.
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.
EXECUTIVE TELECARD, LTD.
Dated: June 26, 1998
BY: ___________________/S/_____________________
Anne E. Haas
Vice President, Controller and Treasurer
Pursuant to the requirement of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant and in capacities and on the dates
indicated.
Dated: June 26, 1998 BY: __________________/S/__________________
Christopher J. Vizas
Chairman of the Board of Directors,
and Chief Executive Officer
(Principal Executive Officer)
Dated: June 26, 1998 BY: ___________________/S/__________________
Anne E. Haas
Vice President, Controller and Treasurer
(Principal Accounting Officer)
Dated: June 26, 1998 BY: ___________________/S/__________________
Anthony Balinger,
Vice Chairman and Director
Dated: June 26, 1998 BY: ___________________/S/__________________
Edward J. Gerrity,
Director
Dated: June 26, 1998 BY: ___________________/S/__________________
James O. Howard,
Director
Dated: June 26, 1998 BY: ___________________/S/__________________
John E. Koonce,
Director
Dated: June 26, 1998 BY: ___________________/S/__________________
Richard A. Krinsley,
Director
Dated: June 26, 1998 BY: ___________________/S/__________________
Martin L. Samuels,
Director
Dated: June 26, 1998 BY: ___________________/S/__________________
Donald H. Sledge,
Director
Dated: June 26, 1998 BY: ___________________/S/__________________
David W. Warnes,
Director