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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 1
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(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, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
COMMISSION FILE NUMBER: 0-20732
COMPUTER INTEGRATION CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 65-0506623
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2425 CROWN POINT EXECUTIVE DRIVE 28277
CHARLOTTE, NORTH CAROLINA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (704) 847-7800
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, PAR VALUE $.001 PER SHARE
(TITLE OF CLASS)
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 [ ]
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. [ ]
AGGREGATE MARKET VALUE OF THE VOTING STOCK
HELD BY NONAFFILIATES OF THE REGISTRANT
Common Stock, par value $.001 per share ("Common Stock"), was the only
class of voting stock of the Registrant outstanding on September 23, 1997. At
such date, the aggregate market value of the 5,126,303 shares of Common Stock
held by persons other than officers, directors and persons known to the
Registrant to be the beneficial owner (as that term is defined under the rules
of the Securities and Exchange Commission, the "Commission") of more than five
percent of the Common Stock, was approximately $7,369,061.
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distributions of securities under a plan
confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of the latest practicable date: 14,034,810 shares of
Common Stock were outstanding as of September 23, 1997.
DOCUMENTS INCORPORATED BY REFERENCE
Definitive Proxy Statement of Computer Integration Corp.
for the 1997 Annual Meeting of Stockholders
Incorporated in Part III
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PART II
ITEM 5. MARKET FOR COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock has been traded on the Nasdaq SmallCap Market
since June 1996 under the symbol "CICC." During the year ended June 30, 1997,
the high and low prices for the Common Stock were $4.75 and $.6875,
respectively.
On September 23, 1997, the closing price of the Common Stock as reported by
Nasdaq was $1.4375 per share. The number of record holders of the Common Stock
as of September 23, 1997 was 908.
The Company has never paid any dividends on its Common Stock. Pursuant to
the revolving credit agreement between CICS and its principal lender, the
ability of CICS to transfer funds to the Company, and the resulting availability
of funds to the Company for the payment of dividends, is restricted and,
therefore, the Company's ability to pay dividends on its Common Stock is
effectively prohibited. See Item 7. "Management's Discussion and Analysis of
Financial Condition and Results of Operations".
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SIGNATURES
Pursuant to the requirements of Section 13 and 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, in the City of
Charlotte, State of North Carolina on the 15th day of October, 1997.
COMPUTER INTEGRATION CORP.
By: /s/ JOHN E. PAGET
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John E. Paget
Chief Executive Officer
Dated: October 15, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------------------------ ------------------------------ -------------------
/s/ JOHN E. PAGET Chief Executive Officer October 15, 1997
- ------------------------------------------ and Director (Principal
John E. Paget Executive Officer)
/s/ EDWARD A. MELTZER Chief Financial Officer October 15, 1997
- ------------------------------------------ (Principal Financial and
Edward A. Meltzer Principal Account Officer)
/s/ SAMUEL C. MCELHANEY Chairman of the Board of October 15, 1997
- ------------------------------------------ Directors
Samuel C. McElhaney
/s/ ARALDO COSSUTTA Director October 15, 1997
- ------------------------------------------
Araldo Cossutta
Director October __, 1997
- ------------------------------------------
Frank J. Zappala
Director October __, 1997
- ------------------------------------------
Michael G. Santry
/s/ MATTHEW S. WALLER Director October 15, 1997
- ------------------------------------------
Matthew S. Waller
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