SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended June 30, 2001
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[ ] 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
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Commission File No. 0-20190
AUTHENTIDATE HOLDING CORP.
- --------------------------------------------------------------------------------
(Exact Name of Issuer as Specified in Its Charter)
Delaware 14-1673067
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2165 Technology Drive Schenectady, N.Y. 12308
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code (518) 346-7799
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Securities registered pursuant to Section 12(b) of the Exchange Act:
Name of Each Exchange on
Title of Each Class Which Registered
------------------- ------------------------
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, par value $.001 per share
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(Title of class)
[Cover Page 1 of 2 Pages]
Check whether Issuer (1) has 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
--- ---
Check if there is no disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained in this form, and no disclosure will
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 Issuer's revenues for its most recent fiscal ended June 30, 2001
were $17,860,544.
On September 20, 2001, the aggregate market value of the voting
stock of Authentidate Holding Corp. (consisting of Common Stock, $.001 par
value) held by non- affiliates of the Registrant (approximately 15,542,246
shares) was approximately $49,735,187 based on the closing price for such Common
Stock ($3.20) on said date as reported by the Nasdaq National Market System.
APPLICABLE ONLY TO CORPORATE REGISTRANTS
On September 20, 2001, there were 16,180,426 shares of Common Stock,
$.001 par value, issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
[Cover Page 2 of 2 Pages]
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except as disclosed herein, we have not entered into any material
transactions or series of similar transactions with any director, executive
officer or any security holder owning 5% or more of our Common Stock.
On October 10, 2000, we entered into a Letter of Intent with the Company
and Internet Venture Capital, LLC, to enter into a Joint Venture Agreement and
License Agreement providing for the development of a business plan and to market
a service to authenticate and record signatures on sports and entertainment
memorabilia. One of the members of Internet Venture Capital are affiliated with
the "groups" (as defined in Section 13(d)(3) of the Securities Exchange Act of
1934, as amended) listed in the Report on Form 10-K for the fiscal year ended
June 30, 2001, as owning more that 5% of our outstanding common stock, see
"Voting Securities and Security Ownership of Certain Beneficial Owners and
Management." As of the date of this Amendment No. 1 to Form 10- K, the equity
interest of the member of Internet Venture Capital has decreased to below 5%.
Although the transaction contemplated by the Letter of Intent was been
terminated by the mutual consent of the parties, on May 24, 2001, AHC, Internet
Venture Capital, LLC and Nicholas Themelis a former director and executive
officer of AHC entered into an agreement to govern the operation of Authentidate
Sports Edition, Inc. and to develop the service offering of this new company,
which is to apply the Authentidate technology to the field of sports and
entertainment memorabilia.
Pursuant to the agreement to operate Authentidate Sports Edition,
Authentidate Holding Corp. and Internet Venture Capital will become owners of
50% of the equity of Authentidate Sports Edition; provided, however, that
Internet Venture Capital will transfer to Mr. Themelis 20% of its equity
interest in the company. Internet Venture Capital and Mr. Themelis subsequently
agreed that the percentage interest to be transferred to him would be reduced to
6%. The agreement further provided that AHC will invest an aggregate of
$1million into Authentidate Sports Edition; provided, however, that with the
exception of an initial investment of $250,000, the balance of its obligation is
contingent upon its completion of a financing of not less than $10 million.
Under the agreement, Internet Venture Capital was given credit as a capital
contribution for accrued expenses of $250,000 incurred in prior development
activities.
On January 5, 2001, we agreed to loan John T. Botti, our Chief Executive
Officer, the amount of $317,000 and entered into a Pledge and Security Agreement
of the same date, which grants us a second-priority security interest in the
shares of our Common Stock held by Mr. Botti to secure the loan.
For information concerning employment agreements with, and compensation
of, our executive officers and directors, see "MANAGEMENT -- Executive
Compensation."
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(c) Exhibits
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The exhibits designated with an asterisk (*) are filed herewith. All other
exhibits have been previously filed with the Commission and, pursuant to 17
C.F.R. Section 230.411, are incorporated by reference to the document referenced
in brackets following the descriptions of such exhibits. Certain portions of
exhibits marked with the symbol (++) have been granted confidential treatment by
the Securities and Exchange Commission. Such portions were omitted and filed
separately with the Securities and Exchange Commission.
Exhibit No. Description
- ----------- -----------
3.1 Certificate of Incorporation of Bitwise Designs, Inc.-Delaware
(Exhibit 3.3.1 to Registration Statement on Form S-18, File No.
33-46246-NY)
3.1.1 Certificate of Designation of Series B Preferred Stock (Exhibit
3.2.1 to Form 10-KSB dated October 4, 1999)
3.1.2 Certificate of Amendment to Certificate of Incorporation (filed
as Exhibit 3 to Definitive Proxy Statement dated February 16,
2001 as filed with the Securities and Exchange Commission).
3.1.3 Certificate of Designations, Preferences and Rights and Number of
Shares of Series C Convertible Preferred Stock (Exhibit 4.1 to
Form 10-Q dated May 14, 2001).
3.1.4 Certificate of Amendment of Certificate of Designations,
Preferences and Rights and Number of Shares of Series C
Convertible Preferred Stock (Exhibit 3.1.4 to Form 10- K dated
September 26, 2001).
3.2 By-Laws (Exhibit 3.2 to Registration Statement on Form S-18, File
No. 33-46246- NY)
4.1 Form of Common Stock Certificate (Exhibit 4.1 to Registration
Statement on Form S-18, File No. 33-46246-NY)
4.2 Form of Series A Preferred Stock Certificate (Exhibit 4.2 to
Registration Statement on Form S-18, File No. 33-46246-NY)
4.3 Form of Series B Preferred Stock Certificates (Exhibit 4.5 to the
Registration Statement on form SB-2, File No. 33-76494)
4.4 Form of Note and Warrant Purchase, Paying and Conversion/Exercise
agency agreement dated as of August 8, 1997 between the Company
and Banca del Gottardo (Exhibit 4.7 to the Company's Form 10-KSB
dated June 30, 1997).
4.5 Terms of Warrants and Global Warrant expiring August 11, 2002
(Exhibit 4.9 to the Company's Form 10-KSB dated June 30, 1997).
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Exhibit No. Description
- ----------- -----------
4.6 Form of Warrant issued to Windhorst New Technologies, Agi.G and
PFK Development Group I, LLC (Exhibit 4.10 to the Company's Form
10-KSB dated June 30, 2000)
4.7 Form of Warrant issued to certain individuals in fiscal year
ended June 30, 2001 (Exhibit 4.7 to Form 10-K dated September 26,
2001).
4.8 Form of Warrant issued in connection with Series C Preferred
Stock Offering (Exhibit 4.2 to Form 10-Q dated May 14, 2001).
4.9 Form of Series C Preferred Stock Certificate (Exhibit 4.9 to Form
10-K dated September 26, 2001).
10.1 1992 Employee stock option plan (Exhibit 10.10 to Registration
Statement on Form S-18, File No. 33-46246-NY)
10.2 1992 Nonexecutive Directors stock option plan (Exhibit 10.11 to
Registration Statement on Form S-18, File No. 33-46246-NY)
10.3 Agreement with Prime Computer, Inc. (Exhibit 10.14 to
Registration Statement on Form S-18, File No. 33-46246-NY)
10.4 Agreement with Mentor Computer Graphics Ltd. (Exhibit 10.15 to
Registration Statement on Form S-18, File No. 33-46246-NY)
10.5 Agreement and Plan of Merger by and among Bitwise Designs, Inc.,
Bitwise DJS, Inc., certain individuals and DJS Marketing Group,
Inc. dated March 6, 1996 (Exhibit 2 to Form 8-K dated March 22,
1996)
10.6 Form of Warrant Agency Agreement between the Company and Banca
del Gottardo dated as of August 8, 1997 (Exhibit to Form 10-KSB
dated June 30, 1997).
10.7 Employment Agreement between John Botti and the Company dated
January 1, 2000 (Exhibit 10.27 to the Company's Form 10-KSB dated
June 30, 2000).
10.8 Employment Agreement between Nicholas Themelis and the Company
dated February 28, 2000 (Exhibit 10.28 to the Company's Form
10-KSB dated June 30, 2000)
10.9 Employment Agreement between Robert Van Naarden and
Authentidate.com, Inc. dated July 5, 2000 (Exhibit 10.29 to the
Company's Form 10-KSB dated June 30, 2000).
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10.10++ Joint Venture Agreement between The Company, Authentidate, Inc.
and Windhorst New Technologies, Agi.G (Exhibit 10.30 to the
Company's Form 10-KSB dated June 30, 2000)
10.11++ Technology License Agreement between The Company, Authentidate,
Inc. and Windhorst New Technologies, Agi.G (Exhibit 10.31 to the
Company's Form 10- KSB dated June 30, 2000)
10.12 Series C Preferred Stock and Warrant Purchase Agreement between
Authentidate Holding Corp. and purchasers of Series C Preferred
Stock (Exhibit 10.1 to Form 10- Q dated May 14, 2001).
10.13 Registration Rights Agreement between Authentidate Holding Corp.
and purchasers of Series C Preferred Stock (Exhibit 10.2 to Form
10-Q dated May 14, 2001).
10.14 2000 Employee Stock Option Plan (filed as Exhibit 2 to Definitive
Proxy Statement dated February 16, 2001 as filed with the
Securities and Exchange Commission).
10.15 Form of Security Exchange Agreement entered into between
Authentidate Holding Corp., Authentidate, Inc. and certain
security holders of Authentidate, Inc. (Exhibit 10.15 to Form
10-K dated September 26, 2001).
10.16* Agreement dated May 24, 2001 between Authentidate Holding Corp.,
Authentidate, Inc., Internet Venture Capital, LLC and Nicholas
Themelis.
10.17 Underlease Agreement of Authentidate, Inc. for a portion of the
43rd Floor at 2 World Financial Center. (Exhibit 10.17 to Form
10-K dated September 26, 2001).
21 Subsidiaries of Registrant (Exhibit 21 to Form 10-K dated
September 26, 2001).
23 Consent of PricewaterhouseCoopers, LLP (Exhibit 23 to Form 10-K
dated September 26, 2001).
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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.
AUTHENTIDATE HOLDING CORP.
By: /s/ John T. Botti
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John T. Botti
President, Chairman of the Board
and Chief Executive Officer
Dated: January 24, 2002
Pursuant to the requirements of the Securities Act of 1933, this Report
has been signed below by the following persons in the capacities and on the
dates indicated:
Signature Capacity Date
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/s/ John T. Botti President, Chairman of the January 24, 2002
- ------------------------ Board and Chief Executive
John T. Botti Officer
/s/ Ira C. Whitman Senior Vice President January 24, 2002
- ------------------------ and Director
Ira C. Whitman
/s/ Robert Van Naarden Director and Chief Executive January 24, 2002
- ------------------------ Officer Of Authentidate, Inc.
Robert Van Naarden
/s/ Steven A. Kriegsman Director January 27, 2002
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Steven A. Kriegsman
/s/ J. Edward Sheridan Director January 24, 2002
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J. Edward Sheridan
/s/ Charles C. Johnston Director January 29, 2002
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Charles C. Johnston
/s/ Dennis H. Bunt Chief Financial Officer and January 24, 2002
- ------------------------ Principal Accounting Officer
Dennis H. Bunt
/s/ Thomas Franceski Vice President - January 24, 2002
- ------------------------ Technology Products Group
Thomas Franceski
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