1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO.2 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH 31, 1997 COMMISSION FILE NUMBER 1-13588 THE WIDECOM GROUP INC. (Exact Name of Registrant as specified in its Charter) ONTARIO, CANADA 98-0139939 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 267 MATHESON BOULEVARD EAST, MISSISSAUGA, ONTARIO, CANADA L4Z 1X8 (Address of principal executive offices) (Zip Code) (905) 712-0505 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: NAME OF EACH EXCHANGE ON TITLE OF EACH CLASS WHICH REGISTERED ------------------- ---------------- COMMON STOCK, PAR VALUE $.01 PER SHARE NASDAQ SMALL CAP MARKET WARRANTS TO PURCHASE COMMON STOCK BOSTON STOCK EXCHANGE Securities registered pursuant to Section 12(g) of the Act: TITLE OF EACH CLASS NONE 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 periods 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 and non-voting common equity held by non-affiliates of the registrant based upon the closing sale price of the registrant's common stock on the Nasdaq SmallCap Market as of July 7, 1997 was approximately $9,948,089. The number of shares outstanding of registrant's common stock as of June 30, 1997 was 5,565,251 shares 1 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. Date: December 12, 1997 THE WIDECOM GROUP INC. By: /s/ RAJA S. TULI ------------------------------------ Raja S. Tuli Chief Executive Officer and President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the date indicated. NAME TITLE DATE ---- ----- ---- /s/ RAJA S. TULI President, Chief Executive Officer and Raja S. Tuli Director (Principal Executive Officer) December 12, 1997 /s/ WILLEM J. BOTHA Treasurer and Chief Financial Officer December 12, 1997 Willem J. Botha (Principal Financial and Accounting Officer) /s/ SUNEET S. TULI Executive Vice President of Sales and December 12, 1997 Suneet S. Tuli Marketing, Secretary and Director /s/ BRUCE D. VALLILLEE Director December 12, 1997 Bruce D. Vallillee /s/ AJIT SINGH Director December 12, 1997 Ajit Singh 28 3 EXHIBIT INDEX ------------- EXHIBIT NO. DESCRIPTION - --- ----------- 10.1 Distributor Agreement between The Widecom Group Inc. and CADigitizing Corporation, dated May 6, 1997. Portions of this exhibit has been omitted pursuant to a request for confidential treatment. 10.2 Distributor Agreement between The Widecom Group Inc. and Scan Group, dated September 8, 1996. Portions of this exhibit has been omitted pursuant to a request for confidential treatment. 10.3 Distributor Agreement between the Widecom Group Inc. and The Imtec Group Limited, dated November 15, 1996. Portions of this exhibit have been omitted pursuant to a request for confidential treatment. 21. List of subsidiaries.* 23. Consent of BDO Dunwoody, independent accountants.* 27. Financial Data Schedule.* - ---------- * Previously Filed.