UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-KSB/A
Amendment No. 1
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended
December 31, 1996 TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission File Number 0-25216
NETCOM ON-LINE COMMUNICATION SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 77-0317705
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
2 N. Second Street, Plaza A
San Jose, California 95113
(Address of principal executive offices)
Issuer's telephone number: (408) 881-3516
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Securities registered pursuant to Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, par value $0.01 per share
Preferred Stock Purchase Rights
(Title of Class)
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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 .
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Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B 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-KSB or any amendment to
this Form 10-KSB. .
---
The registrant's revenues for the fiscal year ended December 31, 1996 were
$120,540,000.
As of March 20, 1997, the aggregate market value of the registrant's voting
stock held by non-affiliates of the registrant, based on the closing price for
the registrant's Common Stock in the Nasdaq National Market on such date, was
approximately $99,830,000. This calculation does not reflect a determination
that certain persons are affiliates of the registrant for any other purposes.
The number of shares of Common Stock outstanding on March 20, 1997 was
11,683,286.
DOCUMENTS INCORPORATED BY REFERENCE
Items 9, 10, 11 and 12 of Part III incorporate information by reference
from the definitive proxy statement for the registrant's 1997 Annual Meeting of
Stockholders.
Transitional Small Business Disclosure Format: Yes No X .
--- ---
The Registrant hereby amends the following items, financial statements,
exhibits or other portions of its Annual Report on Form 10-KSB for fiscal year
ended December 31, 1996, as set forth herein:
PART IV
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
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Exhibits.
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The exhibits listed under Item 13(a) are filed or incorporated by reference
herein.
(a) Exhibits
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The Exhibits listed below are filed or incorporated by reference herein.
Exhibit No. Description
3.1(2) Amended and Restated Certificate of Incorporation.
3.1a(5) Certificate of Designation, Preferences and Rights of the Series C
Participating Preferred Stock of the Registrant.
3.2(5) Amended and Restated Bylaws.
4.1(1) Specimen Common Stock Certificate.
10.1(1) Office Building Lease by and between Pacific Gateway Properties,
Inc. and the Registrant dated February 1, 1994.
10.2(1) Office Building Lease between Pacific Gateway Properties, Inc. and
the Registrant dated May 11, 1994.
10.3(1) Office Building Lease between Pacific Gateway Properties, Inc. and
the Registrant dated August 26, 1994.
10.4(1) Amended and Restated Registration Rights Agreement among the
Registrant and certain stockholders of the Registrant dated
September 9, 1994.
10.5(1) Amended and Restated Stockholders Agreement among the Registrant
and certain stockholders of the Registrant dated September 9,
1994.
10.6(5) 1993 Stock Option Plan, as amended.
10.7(1) 1994 Employee Stock Purchase Plan.
10.8(1) Form of Incentive Stock Option Agreement used in connection with
1993 Stock Option Plan.
10.9(1) Form of Nonstatutory Stock Option Agreement used in connection
with 1993 Stock Option Plan.
10.10(1) Form of Indemnity Agreement.
10.11(1) Agreement between the Registrant and Dwight Ryan dated October 1,
1993.
10.12(1) Loan and Security Agreement between the Registrant and Silicon
Valley Bank dated May 1994.
10.13(1) Collateral Assignment, Patent Mortgage and Security Agreement
between the Registrant and Silicon Valley Bank dated May 26, 1994.
10.14(1) Loan Modification Agreement between the Registrant and Silicon
Valley Bank dated September 13, 1994.
10.15(1) Stock Purchase Agreement entered into September 9, 1994 among the
Registrant, Robert J. Rieger and the purchasers of the
Registrant's Series B Preferred Stock.
10.16(1) Stock Purchase Agreement entered into September 9, 1994 among the
Registrant, Robert A. Rositano, Sr. and the purchasers of the
Registrant's Series B Preferred Stock.
10.17(1) Form of Stock Repurchase Agreement entered into September 9, 1994
between the Registrant and certain stockholders of the Registrant.
10.18(1) Shareholders Agreement among Robert J. Rieger, Ruthann Plucknett,
Robert A. Rositano, Sr., Janice Rositano and the Registrant dated
October 20, 1994.
10.19(1) Independent Contractor Agreement between Stephen Getsy and the
Registrant dated December 8, 1994.
10.20(1) Brochure Bundling Agreement between the Registrant and Hayes
Microcomputer Products, Inc. dated April 28, 1994.
10.21(1) Joint Marketing and Distribution Agreement between the Registrant
and Tandem Computers Incorporated dated October 18, 1994.
10.22(1) Agreement between the Registrant and Auto-Graphics dated July 17,
1994.
10.23(1) Terms and Conditions agreed upon by the Registrant and ClariNet
Communications Corp. dated September 30, 1994.
10.24(1) Revenue Plan Application for service between the Registrant and
WilTel, Inc. dated October 1, 1994, as amended effective November
1, 1994.
10.25(1) Distribution Agreement between the Registrant and Ingram Micro
Inc. dated September 15, 1994.
10.26(1) Letter Agreement between the Registrant and Silicon Valley Bank
dated November 9, 1994.
10.27(2) Employee letter agreement between the Registrant and David W.
Garrison, dated February 1, 1995.
10.28(2) Distribution Agreement dated January 18, 1995 between the
Registrant and Merisel Americas, Inc.
10.29(3) Employee letter agreement between the Registrant and Rick C.
Francis dated April 24, 1995.
39
Exhibit No. Description
10.30(3) Employee letter agreement between the Registrant and Donald P.
Hutchison dated April 25, 1995.
10.31(3) Employee letter agreement between the Registrant and Robert E.
Tomasi dated April 25, 1995.
10.32(3) Amendment to David W. Garrison employee letter agreement, dated as
of April 20, 1995.
10.33(4) Loan and Security Agreement between the Registrant, Silicon Valley
Bank and Imperial Bank dated May 31, 1995.
10.34(3) Settlement Agreement and Mutual Release, among the Registrant,
John A. Whalen, Jr. and other parties.
10.35(3) Employee Letter Agreement between the Registrant and Donald P.
Hutchison, dated May 9, 1995.
10.36(4) Employee Letter Agreement between the Registrant and John Zeisler,
dated as of July 17, 1995.
10.37(4) Employee Letter Agreement between the Registrant and Eric V.
Goffney, dated as of August 22, 1995.
10.38(5) Horizon Center Office Lease Agreement between the Registrant and
Horizon Center LLC, dated as of December 11, 1995.
10.39(5) Rights Agreement between the Registrant and Chemical Mellon
Shareholder Services, LLC, as Rights Agent, dated as of March 7,
1996.
10.40(5) Employee Letter Agreement between the Registrant and Clifton
Thomas Weatherford, dated as of December 19, 1995.
10.41(5) Employee Letter Agreement between the Registrant and Eric W.
Spivey, dated as of December 19, 1995.
10.42(5) Lease Agreement between Park West E-3 Associates and the
Registrant, dated as of February 23, 1996.
10.43(6) Stockholder Rights Agreement dated as of March 7, 1996.
10.44(7) Amended and Restated 1993 Stock Option Plan.
10.45(8) First Amendment to Employee Letter Agreement between the
Registrant and Eric V. Goffney, dated as of November 1, 1996.
10.46(8) Transition Agreement and Release between the Registrant and Donald
Hutchison, dated November 1, 1996.
10.47(8) 1993 Stock Option Plan, as amended.
11.1(8) Statement of computation of earnings per share.
21.1(8) Subsidiaries.
23.1(8) Consent of Ernst & Young LLP.
24.1(8) Power of Attorney.
27.1 Financial Data Schedule.
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(1) Incorporated by reference to the exhibit of the same number from the
Company's Registration Statement on Form SB-2, No.
33-86012-LA, as amended.
(2) Incorporated by reference to the Company's Form 10-KSB for the fiscal year
ended December 31, 1994.
(3) Incorporated by reference to the exhibit of the same number from the
Company's Registration Statement on Form SB-2, No.
33-91634-LA, as amended.
(4) Incorporated by reference to the exhibit of the same number from
the Company's Registration Statement on Form SB-2, No. 33-98910,
as amended.
(5) Incorporated by reference to the Company's Form 10-KSB for the fiscal
year ended December 31, 1995.
(6) Filed with the Commission on March 18, 1996 and is incorporated by
reference.
(7) Filed with the Commission on May 14, 1996 and is incorporated by
reference.
(8) Incorporated by reference to the Company's Form 10-KSB for the fiscal
year ended December 31, 1996.
B. Reports on Form 8-K.
None.
40
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
NETCOM ON-LINE COMMUNICATION SERVICES, INC.
DATE: May 27, 1997
By /s/ DAVID W. GARRISON
-----------------------------------
David W. Garrison
Chairman of the Board and
Chief Executive Officer
FINANCIAL DATA SCHEDULE
[ARTICLE] 5
[MULTIPLIER] 1,000
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] DEC-31-1996
[PERIOD-START] JAN-01-1996
[PERIOD-END] DEC-31-1996
[CASH] 73,408
[SECURITIES] 849
[RECEIVABLES] 2,180
[ALLOWANCES] (896)
[INVENTORY] 464
[CURRENT-ASSETS] 78,489
[PP&E] 107,476
[DEPRECIATION] (23,103)
[TOTAL-ASSETS] 169,634
[CURRENT-LIABILITIES] 24,843
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 116
[OTHER-SE] 144,791
[TOTAL-LIABILITY-AND-EQUITY] 169,634
[SALES] 120,540
[TOTAL-REVENUES] 120,540
[CGS] 88,396
[TOTAL-COSTS] 169,263
[OTHER-EXPENSES] 0
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 0
[INCOME-PRETAX] (44,242)
[INCOME-TAX] 23
[INCOME-CONTINUING] 0
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] (44,265)
[EPS-PRIMARY] (3.85)
[EPS-DILUTED] 0