SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
__________________
For Quarter Ended September 30, 2000
Commission File No. 33-28562
AUTHORISZOR INC.
(Exact name of registrant as specified in charter)
Delaware 75-2661571
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(State or other jurisdiction (IRS Employer Identification No.)
of incorporation)
One Van de Graaff Drive, Suite 502
Burlington, Massachusetts 01803-5188
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(Address of principal (Postal Code)
executive offices)
Registrant's telephone number, including area code: (781) 359-9650
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(Former Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)
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
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As of September 30, 2000, there were 17,414,081 shares of the common stock,
$0.01 par value, of the registrant issued and outstanding.
Transitional Small Business Disclosure Format (check one)
YES __________ NO X
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AUTHORISZOR INC.
September 30, 2000
INDEX
PART I. FINANCIAL INFORMATION Page No.
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Item 1. Financial Statements
Consolidated Balance Sheets as of September 30, 2000 (unaudited)
and June 30, 2000....................................................... F-1
Consolidated Statements of Operations for the three months
ended September 30, 2000 and 1999 (unaudited) and for the period
January 15, 1997 (date of inception) to September 30, 2000 (unaudited).. F-2
Consolidated Statements of Cash Flows for the three months ended
September 30, 2000 and 1999 (unaudited) and for the period January 15,
1997 (date of inception) to September 30, 2000 (unaudited).............. F-3
Notes to Consolidated Financial Statements (unaudited).................. F-4
Item 2. Management's Discussion and Analysis or Plan of Operation............... 1
PART II. OTHER INFORMATION....................................................... 3
Item 1. Legal Proceedings....................................................... 4
Item 2. Changes in Securities................................................... 4
Item 3. Defaults Upon Senior Securities......................................... 4
Item 4. Submission of Matters to a Vote of Security Holders..................... 4
Item 5. Other Information....................................................... 4
Item 6. Exhibits and Reports on Form 8-K........................................ 7
SIGNATURES................................................................................... 9
i
CONSOLIDATED BALANCE SHEETS
September 30, 2000 June 30, 2000
(unaudited)
$ $
ASSETS
Cash 22,566,815 27,095,762
Receivables
VAT recoverable and trade 1,238 70,847
Accrued Interest 9,817 246,832
Other - 159,457
Prepaid expenses 126,421 76,568
--------------------------------------
Total current assets 22,704,291 27,649,466
Investment in securities, available-for-sale 2,505,216 1,992,769
Computer and office equipment, net of accumulated depreciation 1,036,316 681,094
Restricted bank deposits 408,000 408,000
Note receivable from WRDC 328,079 336,086
Investment in WRDC at net cost, adjusted for equity in
earnings or losses 485,812 506,880
Intangible and other assets 206,404 70,643
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4,969,827 3,995,472
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27,674,118 31,644,938
======================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and other liabilities 520,845 1,194,021
Current maturities of capital lease obligations 103,990 58,990
--------------------------------------
Total current liabilities 624,835 1,253,011
Long term capital leases obligations, less current maturities 302,092 133,442
Stockholders' equity
Preferred stock, par value $.01 per share; authorized: 2,000,000
shares; issued: none
Common stock, $.01 par value per share; authorized: 30,000,000
shares; issued and outstanding: 17,414,081 shares at
September 30 and June 30, 2000 174,141 174,141
Additional paid-in capital 34,205,156 33,948,976
Accumulated other comprehensive income 1,949,578 1,620,583
Accumulated deficit during the development stage (9,581,684) (5,485,215)
--------------------------------------
26,747,191 30,258,485
--------------------------------------
27,674,118 31,644,938
======================================
The accompanying notes are an integral part of these statements.
1
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the three months ended January 15, 1997
of inception) to
September 30, September 30, September 30,
2000 1999 2000
Net sales $ 8,239 $ - 166,426
Cost of sales 1,678 - 18,353
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Gross profit 6,561 - 148,073
Operating expenses
Professional fees 1,065,830 35,994 2,881,234
Marketing and advertising 300,534 28,509 1,180,899
Administrative 2,110,032 356,067 5,339,212
Stock-based compensation - - 1,773,500
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Total operating expenses 3,476,396 420,570 11,174,845
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Operating loss (3,469,835) (420,570) (11,026,772)
Other income (expense)
Interest income 383,885 230 995,184
Loss on sale of subsidiary - - (291,448)
Gain on sale of investments - 199,279 1,892,003
Currency transaction losses (1,022,229) - (1,117,186)
Equity in earnings (loss) of WRDC 11,710 - (33,465)
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Total other income, net (626,634) 199,509 1,445,088
-------------------------------------------------------------------------
Net loss (4,096,469) (221,061) (9,581,684)
=========================================================================
Weighted average shares outstanding
Basic and Diluted 17,414,081 13,765,808
=================================================
Loss per common share
Basic and Diluted $ (0.24) $ (0.02)
=================================================
The accompanying notes are an integral part of these statements.
2
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the 3 months January 15, 1997
ended September 30, (date of inception)
to September 30,
2000 1999 2000
$ $ $
Cash flows used in operating activities
Net loss during the period (4,096,469) (221,061) (9,581,684)
Adjustments to reconcile net loss to net cash used in operating
activities:
Issuance of stock and stock options in exchange for services 258,338 - 1,040,287
Non-cash compensation expense - - 1,773,500
Equity in (earnings) loss in WRDC (11,710) - 33,465
Loss on foreign exchange transactions - - 94,957
Loss on sale of subsidiary - - 291,448
Gain on sale of investments (199,279) (1,892,003)
Depreciation and amortization 86,963 - 198,550
Changes in operating assets and liabilities
Receivables and other assets 263,323 (69,848) (284,755)
Accounts payable and accrued liabilities (611,770) 86,817 612,130
-----------------------------------------------
Net cash used in operating activities (4,111,325) (403,371) (7,714,105)
Cash flows (used in) provided by investing activities
Proceeds from sale of subsidiary - - 809,750
Acquisition of equipment (219,389) (108,850) (805,018)
Sale of investments - 1,360,579 4,415,909
Exercise of warrants - - (977,608)
Investment in WRDC - - (604,800)
Advances to WRDC - - (356,000)
Purchase of intangible assets (31,312) (30,000) (110,147)
Purchase of restricted bank deposits - (408,000)
-----------------------------------------------
Net cash flows (used in) provided by investing activities (250,701) 1,221,729 1,964,086
Cash flows provided by financing activities
Payments on capital leases (14,130) - (14,130)
Proceeds from the issuance of stock - 2,828 (28,332,847)
Recapitalization - 711 711
-----------------------------------------------
Net cash flows provided by (used in) financing activities (14,130) 3,539 28,319,428
Effect of exchange rate changes on cash (152,791) 1,845 (2,594)
-----------------------------------------------
Net (decrease) increase in cash and cash equivalents (4,528,947) 823,742 22,566,815
Cash and cash equivalents at beginning of period 27,095,762 698 -
Cash and cash equivalents at end of period 22,566,815 824,440 22,566,815
===============================================
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest - - -
Income taxes - - -
The accompanying notes are an integral part of these statements.
3
NOTE A - BASIS OF PREPARATION
The consolidated financial statements of Authoriszor Inc. and subsidiaries (the
"Company") contained herein have been prepared by the Company pursuant to the
rules and regulations of the Securities and Exchange Commission. In the opinion
of management, all adjustments necessary for a fair presentation of the
consolidated financial position as of September 30, 2000 and the consolidated
results of operations and cash flows for the three months then ended have been
made. All such adjustments, in the opinion of management, are of a normal
recurring nature. The results of operations for the periods presented are not
necessarily indicative of the results to be expected for the full fiscal year.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to the interim reporting rules of the
Securities and Exchange Commission. The interim consolidated financial
statements should be read in conjunction with the audited consolidated financial
statements and related notes as of June 30, 2000, included in the Company's Form
10-KSB.
NOTE B - CURRENCY TRANSACTION LOSSES
The Company incurred currency transaction losses of approximately $1,022,000
during the three months ended September 30, 2000. The losses are a result of
the Company entering into foreign currency option transactions and related bank
deposits denominated in pound sterling.
NOTE C - 2000 OMNIBUS STOCK AND INCENTIVE PLAN
In July 2000, the Authoriszor Inc. 2000 Omnibus Stock and Incentive Plan (the
"2000 Plan") was adopted by the Company's Board of Directors and approved by the
stockholders of the Company at the Company's 2000 Annual Meeting of
Stockholder's on November 10, 2000. Pursuant to the Plan, the Company may grant
Incentive Stock Options to any employee or officer of the Company or of any
subsidiary of the Company, and may grant Non-qualified Stock Options to any
person eligible to receive Incentive Stock Options, and also to directors,
consultants or advisors of the Company or its subsidiaries. The maximum number
of shares that may be subject to options and issued under the Plan is 1,700,000
shares of common stock.
NOTE D - COMPREHENSIVE INCOME (LOSS)
Accumulated Unrealized gain Foreign currency Comprehensive
deficit on translation loss
available-for-sale adjustment
securities
Balance at June 30, 2000 $(5,485,215) $1,425,069 $ 195,514
Foreign currency translation adjustment - - (183,452) $ (183,452)
Unrealized gain on available-for-sale securities - 512,447 - 512,447
Net loss during the period (4,096,469) - - $(4,096,469)
---------------------------------------------------------------------
Balance at September 30, 2000 (unaudited) (9,581,684) 1,937,516 12,062 $(3,767,474)
===========
Accumulated Foreign currency Comprehensive
deficit translation loss
adjustment
Balance at June 30, 1999 $ (78,735) $ (2,846) -
Foreign currency translation adjustment - (101) (101)
Net loss during the period (221,061) - (221,061)
---------------------------------------------------
Balance at September 30, 1999 (unaudited) (299,796) - (221,162)
============
4
Item 2. Management's Discussion and Analysis or Plan of Operation
The following description of "Management's Discussion and Analysis or Plan
of Operation" constitutes forward-looking statements for purposes of the
Securities Act of 1933, as amended (the "Securities Act" ), and the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and as such involves
known and unknown risks, uncertainties and other factors that may cause the
actual results, performance or achievements of the Company to be materially
different from future results, performance or achievements expressed or implied
by such forward-looking statements. The words "expect," "estimate,"
anticipate," "predict," "believes," "plan," "seek," "objective" and similar
expressions are intended to identify forward-looking statements. Important
factors that could cause the actual results, performance or achievement of the
Company to differ materially from the Company's expectations include the
following:
. one or more of the assumptions or other cautionary factors discussed in
connection with particular forward-looking statements or elsewhere in this
Form 10-QSB prove not to be accurate;
. the Company is unsuccessful in securing sales through its anticipated sales
and marketing efforts;
. errors in cost estimates and cost overruns;
. the Company's inability to obtain financing for general operations
including the marketing of the Company's products;
. non-acceptance of one or more products of the Company in the market-place
for whatever reason;
. the Company's inability to supply any product to meet market demand;
. generally unfavorable economic conditions that would adversely effect
purchasing decisions by distributors, resellers or end-users;
. development of a similar competing product at a similar price point;
. the inability to successfully integrate one or more acquisitions, joint
ventures or new subsidiaries with the Company's operations (including the
inability to successfully integrate businesses that may be diverse as to
type, geographic area, or customer base and the diversion of management's
attention among several acquired businesses) without substantial costs,
delays, or other problems;
. if the Company experiences labor and/or employment problems such as the
loss of key personnel, inability to hire and/or retain competent personnel,
etc.;
. if the Company experiences unanticipated problems and/or force majeure
events (including but not limited to accidents, fires, acts of God etc.),
or is adversely affected by problems of its suppliers, shippers, customers
or others;
. a slowing of the growth of the acceptance and use of the Internet as a
source of information and a vehicle for commerce and business;
. if the Company encounters difficulties in expanding and conducting business
in foreign markets;
. if the Company experiences additional currency translation losses due to
the continued decline of the pound sterling versus the U.S. dollar;
. if larger and more established competitors successfully employ their
greater financial, marketing and sales resources, name recognition,
customer contacts and/or relationships with business and technology
partners to gain significant advantages over the Company; and/or
. those factors identified in the Company's Annual Report on Form 10-KSB,
dated September 28, 2000, including without limitation, those factors
identified as risk factors in the Company's Prospectus, dated May 19, 2000,
as supplemented, and other factors that affect the business generally.
5
All written or oral forward-looking statements attributable to the Company
are expressly qualified in their entirety by such factors. The Company
undertakes no obligation to publicly release the result of any revisions to
these forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
Results of Operations
The following is a discussion of the results of operations for the three
months ended September 30, 2000 compared with the three months ended September
30, 1999.
The operating loss increased to $3,469,835 for the three months ended
September 30, 2000 compared to $420,570 for the respective period in 1999. This
increase was attributable primarily to the costs incurred in setting up and
expanding the Company's development centers, opening additional sales offices,
expanding the management team, recruiting and hiring employees, expenses
associated with research and development, acquiring capital equipment and
infrastructure costs and legal and professional fees and costs in connection
with being a public company. In addition, the Company recognized an accounting
charge to earnings in the amount of $258,000, as a result of certain stock
compensation payable to Edward F. Rogers, a consultant to the Company.
The Company had sales of $8,239 in the three months ended September 30,
2000 compared to zero for the three months ended September 30, 1999.
In the three months ended September 30, 2000, the Company recognized
currency transaction losses of approximately $1,022,000. The losses are a
result of the Company entering into foreign currency option transactions and
related bank deposits denominated in pound sterling.
For the period prior to September 1999, the activities of the Company were
very limited. Aggregate revenues and expenses from inception through September
30, 1999, were $37,001 and $536,306, respectively.
Financing Management's Plan of Operation
The Company's executive offices are currently located in Burlington,
Massachusetts. In May 2000, the Company entered into a commercial real estate
lease in order to move the Company's U.S. headquarters from the home office of
the Chief Executive Officer in Natick, Massachusetts to a permanent location in
Burlington, Massachusetts. The lease commenced on May 1, 2000 and includes
11,950 square feet of office space. The Company commenced occupation of this
space during the week of May 22, 2000. As a result, the Company will incur a
rental obligation of approximately $376,000 per annum over the term of the five
year lease. The Company's operations headquarters are currently located on the
first floor of a leased facility in Harrogate, England consisting of
approximately 3,132 square feet of office space. The rent and service charge for
this facility is approximately $72,000 per year. The Company maintains
additional UK offices in a 400 square foot leased facility in Birmingham,
England and a 3,174 square foot leased facility in Bradford, England. The rent
for these office spaces is approximately $48,000 in the aggregate per year. In
the opinion of the management of the Company, the U.S. property in Burlington,
Massachusetts and the UK properties in North Yorkshire, Birmingham and Bradford
are adequately covered by insurance.
During the three months ended September 30, 2000, the Company has recruited
field staff in six major cities of the U.S. to provide local sales and technical
support to the marketplace and customer base. As the operations are initially
small, the Company has either established home office locations, as in, for
example, Providence, Washington, St. Louis and Phoenix, or has attempted to
locate and rent such other shared office space as was deemed appropriate for the
other field offices in Los Angeles, Burlington and Chicago.
The Company's commitments for salaries will be significantly higher
subsequent to September 30, 2000. The Company has increased its U.S. staff
significantly. As of September 30, 2000 there were 61 people employed by the
Company on a full-time basis. Of these, 14 employees were primarily involved in
research and development, and 19 employees were involved in sales and marketing,
7 in general administration and support and 20 engaged in professional services,
in addition to the Company's Chief Executive Officer, President and Interim
Chief Financial Officer, Richard A. Langevin. In October 2000, the Company
hired Paul Ayres as Managing Director of Authoriszor Ltd. and Alec Karys as Vice
President - Engineering for the Company. See Part II. Item 5. Other
6
Information. The Company also employs consultants from time to time, including
Fred Sawin and Edward F. Rogers. See Part II. Item 5. Other Information.
The Company's future success will depend, in part, on its ability to
attract, retain and motivate highly qualified technical and management
personnel. The Company intends to increase its sales and distribution, technical
services and administrative staff in the UK and to increase the sales and
distribution and administrative infrastructures in the U.S. In addition the
Company is actively seeking a Chief Financial Officer. As a result, the Company
expects to incur significant expenses related to recruiting such personnel. In
addition, the Company is focusing its recruiting on securing planned sales and
marketing personnel to sustain its business plan. Staffing of these highly
competitive, functional areas is becoming increasingly more difficult due to a
limited labor pool.
The Company believes its future success will depend in large part on its
ability to enhance and leverage its technologies. The Company intends to
continue to develop new and innovative solutions to respond to the needs of its
customers. The Company intends to offer products that are compatible with new
and emerging operations platforms such as UNIX and to seamlessly integrate its
product without the need for re-registration in the case clients require major
upgrades.
The Company aims to maintain its security software technology leadership
position by continuing to enhance and broaden the Company's product offerings.
Through constant monitoring of the industry, the Company plans to identify new
security features and trends in the marketplace that are required to maintain
its competitive edge. The research and development team has currently
identified several competitive enhancements that are being considered for
development, such as:
. native code conversion to further improve system performance;
. implementation of secure file transfer;
. expanded user selectable encryption;
. active lightweight directory access protocol support; and
. the development of extended application programming interfaces.
For the three months ended September 30, 2000, the Company incurred
approximately $350,000 in research and development. The Company expects that it
will continue to commit significant resources to its research and development
team in the future, including over the course of the next 12 months.
As of the quarter ended September 30, 2000, 14 full-time employees were
engaged in research and development for the Company. In addition, most of the
Company's technical staff and management team contribute to design and
development activities.
Management considers that the cash resources of the Company are adequate
for its working capital requirements for approximately the next twelve months.
Item 3. Quantitative and Qualitative Disclosure of Market Risk
The Company has market risk exposure with respect to the fluctuation in the
value of its investment in the common stock of Minmet Plc. These securities have
been classified as available-for-sale which requires that they be carried at the
market price. At September 30, 2000, these securities have a value of
approximately $2,500,000. Fluctuations in value could result both from the
price of the equity securities in general as well as changes in the market's
perception of the value of the shares of Minmet Plc. The Company has not deemed
it prudent to enter into transactions such as various types of hedges to
minimize risk. A 10% change in the market price of Minmet shares would cause a
$250,000 change in stockholder's equity.
The Company also has risk related to currency exchange rate fluctuations. A
portion of its cash flows are expected to be received in non-U.S. currencies.
In addition, as of September 30, 2000, the Company had deposited cash in pound
sterling denominated accounts in the amount of $16,200,000. A ten (10%)
percent fluctuation in currency rates would have a $1,620,000 effect on annual
net income or loss and the stockholders' equity of the Company. Also, as of
September 30, 2000, there are loans outstanding from the Company to its UK
subsidiaries of approximately $788,000. Based on this loan amount, a 10%
fluctuation in currency rates would have a $78,800 effect on annual net income
or loss. Although the Company may choose to do so in the future, to date, the
Company has not engaged in foreign exchange hedging.
7
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 2. Changes in Securities.
(a) None
(b) None
(c) None
Item 3. Default Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information.
The following significant events have occurred during the quarter ended
September 30, 2000 or subsequent thereto:
1. On October 18, 2000, Godfrey S. Shingles was appointed to the
Company's Board of Directors to serve as a Director. For his service
to the Board of Directors, Mr. Shingles is entitled to a retainer fee
of $48,000 per year, payable monthly in arrears. In addition,
pursuant to a letter agreement, Mr. Shingles is to be appointed to the
Board of Directors for a three (3) year term, provided, however, that
Mr. Shingles appointment to the Board of Directors is terminable by
the Company or Mr. Shingles upon three months written notice by either
party, as the case may be. In addition, the Company may terminate Mr.
Shingles' directorship immediately under certain circumstances.
Pursuant to the letter agreement between the Company and Mr. Shingles
relating to his appointment to the Board of Directors, the Company
granted Mr. Shingles a stock option pursuant to the Authoriszor Inc.
2000 Omnibus Stock and Incentive Plan (the "2000 Stock Plan") to
acquire 100,000 shares of Company common stock at an exercise price
equal to $9.875. The stock option is immediately exercisable for a
three (3) year term.
2. Effective October 16, 2000, the Company entered into an Employment
Agreement with Alec P. Karys pursuant to which Mr. Karys became the
Vice President of Engineering for Authoriszor Inc. The term of this
agreement is one year, expiring October 15, 2001. The Employment
Agreement is terminable immediately for cause by the Company,
terminable voluntarily by Mr. Karys upon 45 days written notice, and
after the one year term of employment has lapsed, both the Company and
Mr. Karys must give six months notice of termination. Mr. Karys is
entitled to compensation in the following amount:
$ a base salary of $150,000;
$ a maximum annual bonus of $37,500, payable quarterly upon certain
quarterly objectives, as defined by management, being reached;
$ stock options to purchase a cumulative total of 100,000 shares of
the Company's common stock at an exercise price of $10.75 per
share, subject to certain adjustments as provided in the Stock
Option Agreements to be executed, that vest 25% per year for a
period of four years.
8
The options terminate on October 11, 2008. In the event of a sale of
the Company during the term of the agreement, all salary payments and
bonus payments under the agreement would become immediately due and
payable and all options would become immediately exercisable.
3. On October 7, 2000, the Company entered into an Employment Agreement
with Paul Ayres pursuant to which Mr. Ayres became the Managing
Director of Authoriszor Ltd. The term of this agreement is one year,
expiring October 6, 2001. The Employment Agreement is terminable
immediately for cause by the Company, terminable voluntarily by Mr.
Ayres upon 45 days written notice, and after the one year term of
employment has lapsed, both the Company and Mr. Ayres must give six
months notice of termination. Mr. Ayers is entitled to compensation
in the following amount (assuming a currency conversion ration of
(Pounds)1.50 British Pounds per $1.00 United States):
$ a base salary of $277,500;
$ a maximum annual bonus of $210,000, payable monthly, provided that
certain revenue targets are achieved; provided, however, that
$26,250 shall be payable as a minimum guaranteed bonus for the
first three months of employment;
$ In addition, up to an additional $45,000 shall be payable in the
event that other agreed upon targets are achieved;
$ stock options to purchase a cumulative total of 200,000 shares of
the Company's common stock at an exercise price of $9.75 per share,
subject to certain adjustments as provided in the Stock Option
Agreements to be executed, that vest 25% per year for a period of
four years.
The options terminate on October 8, 2008. In the event of a sale of
the Company during the term of the agreement, all salary payments and
bonus payments under the agreement would become immediately due and
payable and all options would become immediately exercisable.
4. On July 21, 2000, the Company entered into a Consulting Agreement with
Edward F. Rogers pursuant to which Mr. Rogers would provide a broad
array of financial and other business-related consulting services for
the Company. In accordance with the terms of the consulting
agreement, Mr. Rogers has agreed to provide a minimum of 10 days per
month performing such consulting services for the Company at the rate
of $3,000 per day. The daily compensation to the paid to Mr. Rogers
is comprised of $2,000 in cash and such number of restricted shares of
the Company's common stock equal to $1,000 per consulting day, which
shall be calculated weekly for the days worked in such week and will
be the last reported sales price of the Company's common stock at the
close of business on the last business day of the week in which Mr.
Rogers performs consulting services. The shares of restricted stock
granted to Mr. Rogers are to be issued upon the expiration of the
consulting agreement after a six month term; provided, however, that
such shares cannot be sold or exchanged for a period of 12 months
following the expiration of the consulting agreement. In addition,
Mr. Rogers is entitled to an option to purchase 100,002 shares of
Company common stock. The options vest on a monthly pro-rata basis
and are exercisable over a three-year period, which begins on the six-
month anniversary of the expiration date of the consulting agreement.
The options granted to Mr. Rogers have an exercise price of $7.75 per
share, which was the closing price of the Company's common stock on
Nasdaq on July 20, 2000. The consulting agreement is terminable by
either party upon two weeks written notice by either party. In the
event of a sale of the Company during the term of the agreement, all
restricted stock payments under the agreement would become immediately
due and payable and all options would become immediately exercisable.
The agreement also contains nondisclosure, non-competition and non-
interference provisions. As a result of the stock compensation
component of this consulting agreement, there will be an accounting
charge to earnings in the quarter ended September 30, 2000 of
approximately $258,000.
9
5. On April 1, 2000, the Company entered into a Consulting Agreement with
Frederick Sawin pursuant to which Mr. Sawin serves as Vice President
of Sales for North America. Pursuant to the terms of the consulting
agreement, Mr. Sawin is entitled to receive $1,500 per day in addition
to 3% of all North American sales that are revenued during the term of
the consulting agreement or that are booked during the term of the
consulting agreement and are revenued within 30 days after the
expiration of the consulting agreement. The term of the consulting
agreement is 26 weeks; however either the Company or Mr. Sawin may
terminate this consulting agreement upon 45 days written notice. The
Company and Mr. Sawin have agreed to extend the term of the Consulting
Agreement for a period of one month until November 20, 2000. In the
event that the Company and Mr. Sawin agree to change the consulting
agreement to an employment agreement during the term of the consulting
agreement, the exercise price for any stock option that may be granted
to Mr. Sawin will be the market price of the Company common stock at
the close of business on the business day prior to the commencement
date of the consulting agreement.
6. Commercial Technology Ltd. ("CTL"), which is controlled by Ian McNeill
the Chairman of Authoriszor Ltd. prior to October 2000 and the current
Chairman of Authoriszor Holdings Ltd., entered into a consultancy
agreement with Authoriszor Ltd. on July 22, 1999, under which:
$ CTL would provide the services of Ian McNeill to manage the
financial affairs of Authoriszor Ltd.; and
. The fee payable under such agreement was approximately $4,950 plus
Value Added Tax per month.
The consultancy agreement was set up for an initial period of 6
months, and after that period was terminable by either party on one
month's notice.
The CTL consultancy agreement was terminated with effect from June 30,
2000, at which time CTL entered into a consulting agreement with
Authoriszor Ltd. with effect from July 1, 2000, on terms similar to
those set forth in the preceding paragraphs, with the exception that
the fee payable to CTL was increased to $150,000 per annum. The
consulting agreement was for an initial fixed term to expire on June
30, 2001, subject to standard termination provisions. Either the
Company or CTL may terminate the consulting agreement upon four (4)
months written notice of such termination.
7. In October 2000, Ian McNeill resigned his position as Chairman of
Authoriszor Ltd. Mr. McNeill serves as Chairman of Authoriszor
Holdings Ltd. In addition, James L. Jackson resigned his position as
Managing Director of Authoriszor Ltd. and replaced Mr. McNeill as
Chairman of Authoriszor Ltd. and Paul Ayres became the Managing
Director of Authoriszor Ltd.
8. The 2000 Stock Plan, effective as of July 26, 2000, was ratified by
the Board of Directors of the Company on September 18, 2000 and
approved by the stockholders of the Company at the Company's 2000
Annual Meeting of Stockholders on November 10, 2000. The 2000 Plan
authorizes the issuance of options to purchase up to 1,700,000 shares
of common stock of the Company to directors, certain consultants and
eligible employees of the Company and its subsidiaries. It is
contemplated that the 2000 Plan will be registered under the
Securities Act on Form S-8. The following table describes options to
purchase shares of Common Stock that the Company has granted or agreed
to grant under the 2000 Plan in the fiscal quarter ending September
30, 2000 and thereafter:
10
2000 Omnibus Stock and Incentive Plan
Number of Shares
Name and Position Exercise Price Underlying Options
- ----------------- -------------- -----------------
Edward F. Rogers $ 7.75 100,002
Consultant
Alec P. Karys $10.75 100,000
Vice President - Engineering
Godfrey S. Shingles $9.875 100,000
Director
Edward Vasko $10.00 100,000
Director of Technology - U.S. Operations
Paul Ayres $ 9.75 200,000
Managing Director - Authoriszor Ltd.
Donald D. Box $ 7.75 100,000
Director
9. On October 19, 2000, the Company filed a Registration Statement on
Form S-8 covering the issuance of 1,000,000 shares of Common Stock
underlying options held by certain employees, officers and directors
of the Company issued pursuant to the 1999 Stock Option Plan.
10. For his services provided to the Board of Directors of the Company,
Donald D. Box was granted an option to acquire 100,000 shares of
Company common stock at a meeting of the Board of Directors on
November 10, 2000 (the "November Meeting") pursuant to a stock option
agreement to be entered into by and between the Company and Mr. Box in
accordance with 2000 Plan. The options granted to Mr. Box are
immediately exercisable for a three year term, whereupon the options
granted to Mr. Box shall terminate. At the November Meeting, the
Board of Directors of the Company approved the payment of a director
fee to Mr. Box in the amount of $4,000 per month, commencing as of
July 1, 2000.
In addition, at the November Meeting the Board of Directors of the
Company increased the retainer payable to Mr. Seitz to $6,000 per
month, commencing July 1, 2000.
Item 6. Exhibits and Reports on Form 8-K.
EXHIBITS
The following exhibits are furnished in accordance with Item 601 of Regulation
S-B.
+10.1* Letter Agreement, dated as of September 30, 2000, and executed as of
October 31, 2000, by and between the Company and Godfrey S. Shingles.
+10.2* Letter of Employment, dated October 16, 2000, by and between the
Company and Alec P. Karys.
+10.3* Letter of Employment, dated October 4, 2000, by and between the
Company and Paul Ayres.
10.4* Consulting Agreement, dated July 21, 2000, by and between the Company
and Edward F. Rogers.
+10.5++ Authoriszor Inc. 2000 Omnibus Stock and Incentive Plan.
+10.6+++ Letter of Employment, dated May 1, 2000, by and between the Company
and Fred Sawin
27* Financial Data Schedule (Exhibit 27)
_________________
11
* Filed herewith
+ Compensation plan, benefit plan or employment contract or arrangement
++ Incorporated by reference to Appendix A contained in the Company's
definitive Proxy Statement pertaining to the 2000 Annual Meeting of
Stockholders filed with the Securities and Exchange Commission on October
10, 2000 pursuant to Regulation 14A.
+++ Incorporated by reference to Exhibit 10.39 contained in the Company's
Registration Statement on Form S-1, as supplemented, filed with the
Commission on May 18, 2000.
Reports on Form 8-K
1. The Company filed no Current Reports on Form 8-K with the Securities and
Exchange Commission for the period ended September 30, 2000.
12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Amended Quarterly Report to be
signed on its behalf by the undersigned thereunto duly authorized.
AUTHORISZOR INC.
(Registrant)
Date: November 14, 2000 By: /s/Richard A. Langevin
-----------------------
Richard A. Langevin, President,
Chief Executive Officer and
Interim Chief Financial Officer
(Principal Executive Officer and
Principal Financial and Accounting
Officer)
13
INDEX TO EXHIBITS
Exhibit Description of Exhibit
- ------- ----------------------
+10.1* Letter Agreement, dated as of September 30, 2000, and executed as of
October 31, 2000, by and between the Company and Godfrey S. Shingles.
+10.2* Letter of Employment, dated October 16, 2000, by and between the
Company and Alec P. Karys.
+10.3* Letter of Employment, dated October 4, 2000, by and between the
Company and Paul Ayres.
10.4* Consulting Agreement, dated July 21, 2000, by and between the Company
and Edward F. Rogers.
+10.5++ Authoriszor Inc. 2000 Omnibus Stock and Incentive Plan.
+10.6+++ Letter of Employment, dated May 1, 2000, by and between the Company
and Fred Sawin.
27* Financial Data Schedule (Exhibit 27)
_________________
* Filed herewith
+ Compensation plan, benefit plan or employment contract or arrangement
++ Incorporated by reference to Appendix A contained in the Company's
definitive Proxy Statement pertaining to the 2000 Annual Meeting of
Stockholders filed with the Securities and Exchange Commission on October
10, 2000 pursuant to Regulation 14A.
+++ Incorporated by reference to Exhibit 10.39 contained in the Company's
Registration Statement on Form S-1, as supplemented, filed with the
Commission on May 18, 2000.
14