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 December 31, 1999
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 0-15586
dreamlife, inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE NO. 52-1373960
- ------------------------------------------------ -----------------------------
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER
ORGANIZATION) IDENTIFICATION NO.)
425 WEST 15TH ST., FLOOR 3R
NEW YORK, NEW YORK 10011
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 313-9400
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
common stock, $0.01 par value per share
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 upon the closing sale price of the
common stock on March 15, 2000 as reported on the OTC Bulletin Board, was
approximately $83,398,016. Shares of common stock held by each officer and
director and by each person who owns 5% or more of the outstanding common
stock have been excluded in that such persons may be deemed to be affiliates.
This determination of affiliate status is not necessarily a conclusive
determination for other purposes.
As of March 15, 2000, the registrant had outstanding
40,368,351 shares of common stock.
DOCUMENTS INCORPORATED BY REFERENCE
See Exhibit Index.
2
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
This Item 14. is amended for the sole purpose of re-filing Exhibit 10.17 to
reflect the outcome of the registrant's request for confidential treatment
with respect thereto.
(a) Exhibits
Exhibit
Number Description and Method of Filing
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2.1 Contribution and Exchange Agreement dated as of May 20, 1999
among the registrant, Change Your Life.com, LLC, Anthony J.
Robbins, Robbins Research International Inc. and CYL
Development Holdings, LLC (1)
2.2 Agreement and Plan of Reorganization dated as of May 27, 1999
among the registrant, Concept Acquisition Corporation, Concept
Development, Inc., William Zanker and Debbie Dworkin (2)
2.3 Agreement of Merger dated as of May 27, 1999 between Concept
Acquisition Corporation and Concept Development, Inc. (2)
3(i).1 Restated Certificate of Incorporation (3)
3(i).2 Certificate of Amendment to Certificate of Incorporation dated
June 18, 1987 (4)
3(i).3 Certificate of Amendment to Certificate of Incorporation dated
November 17, 1989 (5)
3(i).4 Certificate of Amendment to Certificate of Incorporation filed
November 3, 1999 (6)
3(i).5 Certificate of Amendment to Certificate of Incorporation filed
December 13, 1999 (7)
3(ii) Amended and Restated By-Laws (1)
10.1 Content Provider Agreement and License effective as of April
23, 1999 between Change Your Life.com, LLC, Anthony J. Robbins
and Research International Inc. (2) (8)
10.2 Escrow Agreement dated as of May 27, 1999 among the
registrant, Debbie Dworkin and State Street Bank and Trust
Company (2) (8)
10.3 Repurchase Agreement dated as of May 27, 1999 between the
registrant and Debbie Dworkin (2)
10.4 Employment Agreement dated as of May 27, 1999 between the
registrant and William Zanker (1)
10.5 Exclusive License and Marketing Agreement dated as of May 27,
1999 among the registrant, Seligman Greer Communication
Resources, Inc., SGS Communications Resources, Inc., Seligman
Greer Sandberg Enterprises, Inc., SGC Communication Resources
LLC and Learning Annex Interactive LLC (2) (8)
10.6 Option Agreement dated as of May 27, 1999 among the
registrant, Seligman Greer Communication Resources, Inc., SGS
Communication Resources, Inc., Seligman Greer Sandberg
Enterprises, Inc., SGC
3
Communication Resources LLC and Learning Annex Interactive LLC
and certain shareholders and members, as applicable, of such
entities other than the registrant listed therein (2)(8)
10.7 Registration Rights Agreement dated as of May 27, 1999 among
the registrant, Anthony J. Robbins, Robbins Research
International Inc. and CYL Development Holdings, LLC (1)
10.8 Stockholders Agreement dated as of May 27, 1999 among the
registrant, Anthony J. Robbins, Robbins Research International
Inc. and CYL Development Holdings, LLC (1)
10.9 Lease for 425 West 15th Street, Floor 3R, New York, New York
dated May 21, 1999 between the registrant and CFG/AGSB Chelsea
Ninth, L.L.C. (9)
10.10 Distribution Agreement dated May 27, 1999 between the
registrant and USN (10)
10.11 Tax Matters Agreement dated May 27, 1999 between the
registrant and USN (10)
10.12 Assignment and Assumption Agreement dated May 27, 1999 between
the registrant and USN (10)
10.13 1997 Stock Option Plan (11)
10.14 1999 Employee Stock Option Plan (6)
10.15 1999 Outside Directors Stock Option Plan (6)
10.16 1999 Consultants Stock Option Plan (6)
10.17 Content License Agreement dated December 6, 1999 between Yahoo!
Inc. and the registrant, as amended (8) (12)
16 Letter, dated December 13, 1999, of Richard A. Eisner &
Company, LLP (13)
23.1 Consent of KPMG LLP (7)
27.1 Financial Data Schedule (7)
(1) Incorporated by reference to the registrant's Form 8-K/A dated May 27,
1999 and filed with the Securities and Exchange Commission as of June
11, 1999.
(2) Incorporated by reference to the registrant's Form 8-K/A dated May 27,
1999 and filed with the Securities and Exchange Commission on February
17, 2000.
(3) Incorporated by reference from Exhibit 3.1 to the registrant's
Registration Statement No. 33-4532-W on Form S-18.
(4) Incorporated by reference from Exhibit 3(b) to the registrant's 1987
Annual Report on Form 10-K.
(5) Incorporated by reference to Exhibit 3(c) to the registrant's 1988
Annual Report on Form 10-K.
(6) Incorporated by reference to the registrant's Quarterly Report on Form
10-Q for the quarter ended September 30, 1999.
(7) Filed with the registrant's Form 10-K on March 30, 2000.
4
(8) Confidential treatment has been granted for certain portions of this
exhibit. Omitted portions have been filed separately with the
Securities and Exchange Commission.
(9) Incorporated by reference to Exhibit 10(i) to the registrant's
Quarterly Report on Form 10-Q for the period from April 21, 1999
through June 30, 1999.
(10) Incorporated by reference to exhibits to U.S. Neurosurgical, Inc.'s (a
former subsidiary of the registrant) Form 10 as filed with the
Securities and Exchange Commission on July 1, 1999.
(11) Incorporated by reference to Exhibit 10(k) to the registrant's 1997
Annual Report on Form 10-K.
(12) Replaces Exhibit 10.17 previously filed with the registrant's Form
10-K on March 30, 2000.
(13) Incorporated by reference to Exhibit 16 to the registrant's Form
8-K/A dated December 3, 1999 and filed with the Securities
Exchange Commission on December 15, 1999.
- ----------
(b) Reports on Form 8-K
On December 10, 1999 Dreamlife filed a report on Form 8-K dated
December 3, 1999 under Item 4 (Changes in Registrant's Certified Accountant) to
report our change in auditors from Richard A. Eisner & Company, LLP to KPMG LLP.
On December 15, 1999 Dreamlife filed a report on Form 8-K/A dated
December 3, 1999 under Item 4 (Changes in Registrant's Certified Accountant) to
include as an exhibit to our report dated on December 10, 1999, a letter exhibit
from Richard A. Eisner & Company, LLP as required under Rule 304 of Regulation
S-K of the Securities Act of 1933.
(c) Exhibits
Exhibits required by Section 601 of Regulation S-K (see (a)
above).
(d) Financial Statement Schedules
None
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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 as of the
30th day of August, 2000.
dreamlife, inc.
By: /s/ Philicia G. Levinson
----------------------------------
Philicia G. Levinson
Senior Vice President, Chief
Financial Officer, Secretary
and Treasurer
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EXHIBIT INDEX
Exhibit
Number Description and Method of Filing
- ------- --------------------------------
2.1 Contribution and Exchange Agreement dated as of May 20, 1999
among the registrant, Change Your Life.com, LLC, Anthony J.
Robbins, Robbins Research International Inc. and CYL
Development Holdings, LLC (1)
2.2 Agreement and Plan of Reorganization dated as of May 27, 1999
among the registrant, Concept Acquisition Corporation, Concept
Development, Inc., William Zanker and Debbie Dworkin (2)
2.3 Agreement of Merger dated as of May 27, 1999 between Concept
Acquisition Corporation and Concept Development, Inc. (2)
3(i).1 Restated Certificate of Incorporation (3)
3(i).2 Certificate of Amendment to Certificate of Incorporation dated
June 18, 1987 (4)
3(i).3 Certificate of Amendment to Certificate of Incorporation dated
November 17, 1989 (5)
3(i).4 Certificate of Amendment to Certificate of Incorporation filed
November 3, 1999 (6)
3(i).5 Certificate of Amendment to Certificate of Incorporation filed
December 13, 1999 (7)
3(ii) Amended and Restated By-Laws (1)
10.1 Content Provider Agreement and License effective as of April
23, 1999 between Change Your Life.com, LLC, Anthony J. Robbins
and Research International Inc. (2) (8)
10.2 Escrow Agreement dated as of May 27, 1999 among the
registrant, Debbie Dworkin and State Street Bank and Trust
Company (2) (8)
10.3 Repurchase Agreement dated as of May 27, 1999 between the
registrant and Debbie Dworkin (2)
10.4 Employment Agreement dated as of May 27, 1999 between the
registrant and William Zanker (1)
10.5 Exclusive License and Marketing Agreement dated as of May 27,
1999 among the registrant, Seligman Greer Communication
Resources, Inc., SGS Communications Resources, Inc., Seligman
Greer Sandberg Enterprises, Inc., SGC Communication Resources
LLC and Learning Annex Interactive LLC (2) (8)
10.6 Option Agreement dated as of May 27, 1999 among the
registrant, Seligman Greer Communication Resources, Inc., SGS
Communication Resources, Inc., Seligman Greer Sandberg
Enterprises, Inc., SGC
Communication Resources LLC and Learning Annex Interactive LLC
and certain shareholders and members, as applicable, of such
entities other than the registrant listed therein (2)(8)
10.7 Registration Rights Agreement dated as of May 27, 1999 among
the registrant, Anthony J. Robbins, Robbins Research
International Inc. and CYL Development Holdings, LLC (1)
10.8 Stockholders Agreement dated as of May 27, 1999 among the
registrant, Anthony J. Robbins, Robbins Research International
Inc. and CYL Development Holdings, LLC (1)
10.9 Lease for 425 West 15th Street, Floor 3R, New York, New York
dated May 21, 1999 between the registrant and CFG/AGSB Chelsea
Ninth, L.L.C. (9)
10.10 Distribution Agreement dated May 27, 1999 between the
registrant and USN (10)
10.11 Tax Matters Agreement dated May 27, 1999 between the
registrant and USN (10)
10.12 Assignment and Assumption Agreement dated May 27, 1999 between
the registrant and USN (10)
10.13 1997 Stock Option Plan (11)
10.14 1999 Employee Stock Option Plan (6)
10.15 1999 Outside Directors Stock Option Plan (6)
10.16 1999 Consultants Stock Option Plan (6)
10.17 Content License Agreement dated December 6, 1999 between Yahoo!
Inc. and the registrant, as amended (8) (12)
16 Letter, dated December 13, 1999, of Richard A. Eisner &
Company, LLP (13)
23.1 Consent of KPMG LLP (7)
27.1 Financial Data Schedule (7)
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(1) Incorporated by reference to the registrant's Form 8-K/A dated May 27,
1999 and filed with the Securities and Exchange Commission as of June
11, 1999.
(2) Incorporated by reference to the registrant's Form 8-K/A dated May 27,
1999 and filed with the Securities and Exchange Commission on February
17, 2000.
(3) Incorporated by reference from Exhibit 3.1 to the registrant's
Registration Statement No. 33-4532-W on Form S-18.
(4) Incorporated by reference from Exhibit 3(b) to the registrant's 1987
Annual Report on Form 10-K.
(5) Incorporated by reference to Exhibit 3(c) to the registrant's 1988
Annual Report on Form 10-K.
(6) Incorporated by reference to the registrant's Quarterly Report on Form
10-Q for the quarter ended September 30, 1999.
(7) Filed with the registrant's Form 10-K on March 30, 2000.
(8) Confidential treatment has been granted for certain portions of this
exhibit. Omitted portions have been filed separately with the
Securities and Exchange Commission.
(9) Incorporated by reference to Exhibit 10(i) to the registrant's
Quarterly Report on Form 10-Q for the period from April 21, 1999
through June 30, 1999.
(10) Incorporated by reference to exhibits to U.S. Neurosurgical, Inc.'s (a
former subsidiary of the registrant) Form 10 as filed with the
Securities and Exchange Commission on July 1, 1999.
(11) Incorporated by reference to Exhibit 10(k) to the registrant's 1997
Annual Report on Form 10-K.
(12) Replaces Exhibit 10.17 previously filed with the registrant's Form
10-K on March 30, 2000.
(13) Incorporated by reference to Exhibit 16 to the registrant's Form
8-K/A dated December 3, 1999 and filed with the Securities
Exchange Commission on December 15, 1999.