SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
X SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
-----
For the fiscal year ended June 30, 2002
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 No. 0-20190
AUTHENTIDATE HOLDING CORP.
(Exact Name of Issuer as Specified in Its Charter)
DELAWARE 14-1673067
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2165 Technology Drive Schenectady, N.Y. 12308
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code (518) 346-7799
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
(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, 2002 were $16,642,904.
On September 17, 2002, 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 19,328,810
shares) was approximately $45,422,703.50 based on the closing price for such
Common Stock ($2.35) on said date as reported by the Nasdaq National Market
System.
APPLICABLE ONLY TO CORPORATE REGISTRANTS
On September 27, 2002, there were 19,972,480 shares of Common
Stock, $.001 par value, issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
--------------------------
EXPLANATORY NOTE
On September 30, 2002, Authentidate Holding Corp. filed its Annual
Report on Form 10- K for the fiscal year ended June 30, 2002. This Amendment No.
1 to the Annual Report on Form 10-K for the fiscal year ended June 30, 2002 is
being filed in order to correct the information disclosed under Item 13
pertaining to the outstanding principal amount due on our loans to our Chief
Executive Officer. This amendment does not reflect events occurring after the
original filing of the Annual Report on Form 10-K or modify or update those
disclosures as presented in the original Form 10-K, except to reflect the
changes as described above.
[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.
We have entered into certain loan and security arrangements involving
Mr. John T. Botti, our Chairman and Chief Executive Officer, principally
relating to certain obligations to financial institutions secured by Mr. Botti's
stock in AHC. We initially established these arrangements in 2001, and have
agreed to certain modifications in February, 2002, as described below.
In January, 2001, we made a loan of $317,000 to Mr. Botti so as to
enable him to avoid a margin call on the shares of AHC common stock owned by him
that were held in a brokerage account as the Board of Directors believed that
failing to do so would have a material adverse impact on the market price of its
stock (the "2001 Loan"). The 2001 Loan was collateralized d by a lien on all of
the shares of AHC owned by Mr. Botti, as well as shares issuable to Mr. Botti
upon the exercise of stock options granted to him. As of February 14, 2002, we
agreed to loan an additional amount of $203,159.07 to Mr. Botti, which loan was
also collateralized by a lien on all of shares of AHC owned by Mr. Botti or
issuable to him (the "2002 Loan"). The 2001 Loan bears interest at the rate of
9% per annum and is due on January 5, 2003. The 2002 Loan bears interest at the
rate of 6% per annum and is being repaid in bi-weekly installments of $5,000. In
connection with the transactions described above, Mr. Botti pledged to us the
shares of AHC stock currently owned by him or that he may later acquire upon the
exercise of options. AHC's interest has been perfected as to 409,341 shares of
Common Stock of AHC owned (beneficially and of record) by Mr. Botti and options
to purchase 1,334,668 shares of Common Stock of AHC. The pledge additionally
extends to any proceeds realized by Mr. Botti from the sale of the pledged
securities. Mr. Botti has provided information demonstrating that the pledged
assets are sufficient to cover his outstanding obligations to us.
We have been advised that the proceeds of both loans have been applied
in full in order to satisfy indebtedness incurred by Mr. Botti to these
financial institutions. The 2001 Loan was necessitated by primarily a decline in
the market price of the common stock of AHC. The 2002 Loan was primarily
necessitated by the need for Mr. Botti to repay certain indebtedness arising out
of private business investments. The loans were made following a determination
that they were in the best interests of AHC and our shareholders in order to
avoid the adverse effects of a substantial forced sale of Mr. Botti's stock in
AHC by his creditors. The determination for the 2002 loan was made by the
Compensation Committee as a result of the pressure on our stock price, margin
calls faced by Mr. Botti and other considerations. The 2001 loan was approved by
the Board of Directors.
As of June 30, 2002, the aggregate outstanding principal balance on our
loans to Mr. Botti was $507,431. As of September 30, 2002, the aggregate
outstanding balance on our loans to Mr. Botti was $474,744.
1
For information concerning employment agreements with, and compensation
of, our executive officers and directors, see "MANAGEMENT -- Executive
Compensation."
2
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
--------------------------------
John T. Botti
President, Chairman of the Board
and Chief Executive Officer
Dated: December 16, 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
--------- -------- ----
/s/John T. Botti President, Chairman December 16, 2002
- ------------------------ of the Board and Chief
John T. Botti Executive Officer
/s/Ira C. Whitman Senior Vice President December 16, 2002
- ------------------------ and Director
Ira C. Whitman
/s/Robert Van Naarden Director and December 16, 2002
- ------------------------ Chief Executive Officer
Robert Van Naarden Of Authentidate, Inc.
/s/Steven A. Kriegsman Director December 16, 2002
- ----------------------
Steven A. Kriegsman
/s/J. Edward Sheridan Director December 16, 2002
- ----------------------
J. Edward Sheridan
/s/Charles C. Johnston Director December 16, 2002
- ----------------------
Charles C. Johnston
/s/Dennis H. Bunt Chief Financial December 16, 2002
- ------------------------ Officer and Principal
Dennis H. Bunt Accounting Officer
/s/ Thomas Franceski Vice President - December 16, 2002
- ---------------------- Technology Products Group
Thomas Franceski
3
CERTIFICATIONS
I, John T. Botti, Chief Executive Officer of Authentidate Holding Corp.
certify that:
1. I have reviewed this Amendment to the Annual Report on Form 10-K/A of
Authentidate Holding Corp.; and
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report.
Date: December 16, 2002
/s/ John T. Botti
- -------------------------------
John T. Botti
Chief Executive Officer
Authentidate Holding Corp.
4
CERTIFICATIONS
I, Dennis H. Bunt, Chief Financial Officer of Authentidate Holding Corp.
certify that:
1. I have reviewed this Amendment to the Annual Report on Form 10-K/A of
Authentidate Holding Corp.; and
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report.
Date: December 16, 2002
/s/ Dennis H. Bunt
- ------------------------------
Dennis H. Bunt
Chief Financial Officer
Authentidate Holding Corp.
5