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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended May 31, 1999
Commission File Number: 0-17597
ELITE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
NOT APPLICABLE
(Former name of registrant if changed since last report)
Texas 76-0252296
(State or other Jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3700 Crestwood Parkway, Suite 1000
Duluth, GA 30096
(Address of principal executive offices, including zip code)
(770) 381-8089
(Registrant's telephone number, including area code)
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 |_|
The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the Registrant computed as of July 15, 1999 is $65,287,510.
The number of issued and outstanding shares of the issuer's class of capital
stock as of September 8, 1999, the latest practicable date, is as follows:
16,987,670(1) shares of Common Stock $.001 par value.
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(1) Excludes 1,250,000 shares issued to Randy Troxtel in connection with the
acquisition of Temporary Help Connection. These shares are being held in escrow
pending disposition of the Company's attempt to reverse the acquisition. (See
Legal Proceedings.)
Elite Technologies, Inc. (the "Company") a Texas corporation, is filing
this Amendment No. 1 on Form 10-K/A (this "Amendment") to the Company's Annual
Report on Form 10-K for the fiscal year ended May 31, 1999 (the "Original
Report") in order to provide the information required by Part III of the Form
10-K (Items 10, except for Executive Officers which is included in Part I of the
Original Report, 11, 12 and 13), which information was omitted from the Original
Report as provided in General Instruction G(3) of the instructions to Form 10-K
and certain information required by Part IV of the Form 10-K. This Amendment to
the Original Report speaks as of the original date of filing of the Original
Report.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
TABLE OF DIRECTORS AND EXECUTIVE OFFICERS
The following table provides a summary of the Company's directors and executive
officers as of May 31, 1999
Name Age Position Held
Scott Schuster 35 (1),(2) Director, Chairman of the Board and CEO
David Aksoy 35 (1),(2) Director, Senior Vice President and CFO
Lee Davis 32 Director, Senior Vice President of Acquisitions
Jason Kiszonak 27 Senior Vice President of Public Relations
(1) Member of Compensation Committee
(2) Member of Audit Committee
There is no arrangement or understanding between any director or executive
officer and any other person pursuant to which he was selected as a director or
an officer. Directors hold office until the next annual meeting of shareholders
and until their successors have been elected and qualified. The executive
officers of the Company are elected at the annual meeting of the Board of
Directors and hold office until their successors have been elected and
qualified. No family relationship currently exists among any of the executive
officers and directors of the Company.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
officers and directors of the Registrant and holders of more than 10% of the
Registrant's common stock (collectively, "Reporting Persons") to file reports of
ownership and changes in ownership of such common stock with the Securities and
Exchange Commission ("SEC") and to furnish the Registrant with copies of all
such reports. Based solely on its review of the copies of such reports furnished
to the Registrant by such Reporting Persons or on the written representations of
such Reporting Persons with respect to whether any reports on Form 3 or Form 5
were required, the Registrant believes that during the year ended May 31, 1999,
Scott Schuster has not filed a Form 3 upon his election as a director and
officer of the Company, or upon becoming a ten percent beneficial owner. Mr.
Schuster has not filed a Form 4 reporting a change in beneficial ownership for
one transaction. David Aksoy has not filed a Form 3 upon his election as a
director and officer of the Company, or upon becoming a ten percent owner. Mr.
Aksoy has not filed a Form 4 reporting a change in beneficial ownership for one
transaction. Neither Jason Kiszonak nor Lee Davis have filed Form 3's reporting
their election as directors and officers of the Company.
ITEM 11. EXECUTIVE COMPENSATION.
Summary Compensation Table
The following table sets forth certain information regarding compensation
awarded or paid to, or earned by, each of the following persons during each of
the last three fiscal years: (i) the person who served as the Registrant's Chief
Executive Officer during the fiscal year ended May 31, 1999 ("Fiscal 1999") and
(ii) the Registrant's Senior Vice President of Public Relations (collectively,
the "Named Officers").
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation
Name
and
Principal
Position Year Salary ($)
-------- ---- ----------
Scott Schuster 1999 $250,000
(Chairman of the
Board and CEO)
Jason Kiszonak 1999 $125,000
(Senior Vice
President of
Public Relations)
No other officer or director received compensation in excess of $100,000
for the fiscal year ended May 31, 1999. No officer or director received
compensation in excess of $100,000 for the fiscal year ended May 31, 1998 or for
the fiscal year end May 31, 1997, nor was the Company obligated to pay any
officer or director compensation in excess of $100,000 per year. No member of
the Board of Directors has received or is entitled to receive compensation for
attendance at Board of Directors meetings nor has any officer received any
compensation in such capacity since inception.
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-End at FY-End ($)
Shares
Acquired on Exercisable/ Exercisable/
Name Exercise (#) Value Realized ($) Unexercisable Unexercisable
---- ------------ ------------------ ------------- -------------
Scott Schuster --- --- 0/2,000,000 0/10,760,000
Jason Kiszonak --- --- 0/250,000 0/1,345,000
Description of Employment Agreements
Scott Schuster and Jason Kiszonak perform their duties according to a
standard Employment Agreement (the "Agreement"). The Agreement provides for a
fixed three year term renewable or terminable according to evaluation by the
Employment Committee of the Board of Directors. A base compensation is paid on a
weekly or bi-weekly basis plus bonuses not to exceed three percent of the
adjusted net profit, which is paid after the Company's fiscal year-end, at May
31. In addition, stock options are offered as an incentive and are available at
$0.10 per share and fully vest and become exercisable during the second year of
employment, on the 31st of August, or on the 12- month anniversary of such
officer or directors start date, whichever is later. Depending on the position
held by the officer or director, low interest loans and automobile allowances
are also made available. Standard employment provisions of insurance, sick
leave, vacation time and deferred retirement compensation are described in the
Agreement. All compensation and benefits made available to the officer are
subject to his or her continuous satisfactory performance of job duties and
responsibilities.
Directors' Fees
The Company's non-employee directors currently receive no compensation for
service on the Company's Board of Directors or any committee thereof.
Compensation Committee Interlocks and Insider Participation
No interlocking relationship exists between the Company's Board of
Directors or Compensation Committee and the Board of Directors of compensation
committee of any other company, nor has such interlocking relationship existed
in the past. The Compensation Committee currently consists of Scott Schuster and
David Aksoy.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of May 31, 1999, the number of shares
of Common Stock owned of record or beneficially by (i) each director of the
Company, (ii) by each executive officer of the Company listed in the Summary
Compensation Table above, (iii) by all such executive officers and directors of
the Company as a group, which amount includes the number of shares which each
such person may have the right to acquire within sixty days after such date upon
exercise of stock options, and (iv) by each holder of 5% or greater of the
Company's common stock. The footnotes reflect the ownership by such persons of
each class of equity securities of certain entities some or all of which may be
deemed to be "subsidiaries" of the Registrant within the meaning of the federal
securities laws.
NAME OF NUMBER OF SHARES PERCENT OF
BENEFICIAL OWNER OF COMMON STOCK CLASS (1)
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Scott Schuster 2,353,750 13.86%
3700 Crestwood Pkwy
Suite 1000
Duluth, GA 30096
David Aksoy 2,681,250 15.78%
3700 Crestwood Pkwy
Suite 1000
Duluth, GA 30096
Lee Davis 450,000 2.65%
Jason Kiszonak 350,000 2.06%
All directors and executive officers 5,835,000 34.35%
as a group (4 persons)
(1) Based on 16,987,670 shares of Common Stock issued and outstanding on
September 8, 1999.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
(a) Notes Receivable from Officers
The Company has made loans to Scott Schuster in the total amount of $215,583.
These loans are evidenced by a promissory note payable in not more than 60
monthly principal and interest installments starting with the first day of the
month following the month in which the loan is made, with interest at the rate
of 3% per year on the unpaid balance of the loan outstanding. In the event of
default of any installment of principal and interest when due, the entire
balance of principal and accrued interest becomes payable on demand. As of May
31, 1999, no repayments have been made on these loans and, accordingly, notes
receivable from officers were classified as current assets.
(b) Advances
As of May 31, 1998, Scott Schuster had advanced $22,073 to the Company to fund
operations. These advances were repaid during the year ended May 31, 1999
without interest.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
3. Exhibits
Exhibit
Number Description
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2.4 Agreement dated November 5, 1998 by and between Scott Schuster and
Scanlan Music, Inc.
2.4.1 Assignment Agreement dated November 9, 1998 by and between Scott
Schuster and CONCAP, Inc.
2.5 Agreement dated April 1, 1999 by and between CONCAP, Inc. and
Virtual Enterprise, Inc.
10.1 Employment Agreement dated July 15, 1998 by and between CONCAP, Inc.
and Scott Schuster
10.2 Employment Agreement dated March 15, 1999 by and between CONCAP,
Inc. and Jason Kiszonak
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
ELITE TECHNOLOGIES, INC.
(Registrant)
/s/ Scott Schuster
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Scott Schuster
Chief Executive Officer
Date: September 28, 1999