UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
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For the year ended September 30, 2000
OR
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FOR THE TRANSITION PERIOD FROM TO .
COMMISSION FILE NUMBER: 000-00000
Sample Corporation, Inc.
(Exact name of
registrant as specified in its charter)
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Any
State |
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00-0000000 |
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Street
Address, City, State |
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00000 |
Registrant's telephone number, including area code: (000) 000-0000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value per share
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), YES ý NO o and (2) has been subject to such filing requirements for the past 90 days. YES o NO ý
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 the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K. ý
As of Any Date, 2000, the aggregate market value of voting stock held by non-affiliates of the Registrant was $0.
The number of shares of the Registrant's common stock outstanding as of Any Date, 2000 was 0.
Documents incorporated by reference: portions of the Registrant's proxy statement for its 2000 annual meeting of shareholders are incorporated by reference. See Sample Corporation Proxy Statement.
Aggregated Option Exercises in Last
Fiscal Year
and FY-End Option Values
The following table summarizes information with respect to options held by the executive officers named in the Summary Compensation Table and the value of the options held by such persons as of the end of the last fiscal year.
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Name |
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Shares Acquired on Exercise(#) |
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Value Realized($) |
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Number of Unexercised Options at FY-End (#) |
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Value of Unexercised In-The Money Options at FY-End ($) |
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Exercisable |
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Unexercisable |
Exercisable |
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Unexercisable |
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Paul Donald |
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- |
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- |
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35,050 |
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150,000 |
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41 |
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70,800 |
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David E. Kelley |
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- |
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- |
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- |
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- |
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- |
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- |
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Michael A. Smith |
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- |
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- |
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17,925 |
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34,625 |
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41 |
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14,160 |
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Peter P. Jones |
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- |
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- |
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19,675 |
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37,875 |
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41 |
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14,160 |
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Michael J. Paulson |
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- |
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- |
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27,175 |
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30,375 |
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41 |
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14,160 |
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Roger D. Rabbit |
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- |
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- |
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27,300 |
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37,750 |
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41 |
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14,160 |
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Performance Graph
The following performance graph compares cumulative total shareholder returns on the Company's common stock over the last five fiscal years, ended April 30, 2000, with The Nasdaq Stock Market (U.S. Companies) Index and the Nasdaq Non-Financial Stock Index, assuming an initial investment of $100 at the beginning of the period and the reinvestment of all dividends.
COMPARISON OF FIVE YEAR-CUMULATIVE TOTAL RETURNS*
PERFORMANCE GRAPH FOR
SAMPLE CORPORATION, INC.
Prepared by the Practice Team
*$100
INVESTED ON 4/30/95 IN STOCK OR INDEX-
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING APRIL 30.
Sample Corporation, Inc.
Notes to Financial Statements
(1) The Company
Sample Corporation, Inc. (the Company) was incorporated on Any Date, 1998. The Company provides Internet performance measurement and diagnostic services that enable e-commerce companies to measure, assure and improve the quality of service of their websites. See Company Services.
(2) Summary of Significant Accounting Policies
(a) Revenue Recognition
Subscription services revenue consists of fees from subscriptions to the Company's Internet measurement and diagnostic services. Subscription revenues are deferred upon the customer's invoicing and are recognized ratably over the service period.* Deferred revenue is comprised entirely of deferred subscription revenue.
* The service period generally ranges from one to twelve months.
(b) Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.
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By Order of the Board of Directors |
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Jane Doe |
(3) Property and Equipment
A summary of property and equipment consisted of the following (in thousands):
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Any Date, |
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2000 |
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1998 |
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Computer equipment and software |
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$ |
0,000 |
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$ |
0,000 |
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Furniture and fixtures |
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000 |
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00 |
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Leasehold improvements |
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00 |
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00 |
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0,000 |
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0,000 |
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Less accumulated depreciation and amortization |
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(0,000 |
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(000 |
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$ |
0,000 |
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$ |
0,000 |
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3
(4) Notes Payable
Notes payable comprised the following (in thousands):
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Any Date, |
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2000 |
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1998 |
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Equipment notes at an annual interest rate of between 0.0% and 0.0% payable in monthly installments, aggregating approximately $000,000 monthly through Any Date |
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$ |
0,000 |
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$ |
000 |
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Promissory note at an annual interest rate of 0.00% payable in Any Date |
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000 |
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- |
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Discount |
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(00 |
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(00 |
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0,000 |
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000 |
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Less current portion |
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0,000 |
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000 |
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$ |
0,000 |
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$ |
000 |
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As of September 30, 2000, the aggregate maturities of notes payable for the years ending September 30, 2000, 2001 and 2002 are as follows: $1,189,000, $1,661,000 and $989,000, respectively. The Company has granted a security interest in a portion of its assets to secure the equipment and promissory notes.
In connection with certain of the equipment notes, the Company issued warrants for the purchase of 145,454 shares of common stock at $0.55 per share and warrants for the purchase of 376,238 shares of common stock at $0.65 and $0.90 per share. Of the 145,454 warrants issued, 72,727 expire today.
Customers
We sell our Service 1 services to our customers on a subscription basis. As of Any Date, we provided service to over 0 companies including the following companies, which are rated top 500 websites:
Online Retailers
ABC Company
DEF Company
GHI Company
KLM Company
NOP Company
QRS Company
TUV Company
WXY Company
ZZZ Company
ABC Company
DEF Company
GHI Company
KLM Company
NOP Company
QRS Company
Bullseye Company
TUV Company
WXY Company
ZZZ Company
ABC Company
DEF Company
GHI Company
KLM Company
NOP Company
QRS Company
TUV Company
WXY Company
ZZZ Company
ABC Company
DEF Company
GHI Company
KLM Company
NOP Company
QRS Company
Computer Products and
Services
ABC Company
DEF Company
GHI Company
KLM Company
NOP Company
QRS Company
TUV Company
WXY Company
ZZZ Company
Sugar Company
ABC Company
DEF Company
GHI Company
KLM Company
NOP Company
QRS Company
TUV Company
WXY Company
ZZZ Company
Content Site
ABC Company
DEF Company
GHI Company
KLM Company
NOP Company
QRS Company
TUV Company
WXY Company
ZZZ Company
ABC Company
DEF Company
GHI Company
KLM Company
NOP Company
Our customers typically enter into an initial three-month subscription agreement to purchase our services and then may choose to renew these services on a monthly basis after the initial term.
4
PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2000
(UNAUDITED)
(Amounts in thousands, except per share data)
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Company A Line of Business of Sample Corporation Any Date through Any Date, 2000 (Historical) |
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Company A Any Date through Any Date, 2000 (Historical) |
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Predecessor Line of Business of Company B Any Date through Any Date, 1998 (Historical) |
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Company A, Foreign Any Date, 1998 through Any Date, 1998 (Historical) |
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Pro Forma Adjustments |
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Pro Forma Consolidated |
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Company A Line of Business of Sample Corporation Any Date through Any Date, 2000 (Historical) |
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Company A Line of Business of Sample Corporation Any Date through Any Date, 2000 (Historical) |
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Revenues |
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$ |
000 |
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$ |
0,000 |
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000 |
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$ |
00 |
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$ |
- |
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0,000 |
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$ |
000 |
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$ |
000 |
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Cost of revenues |
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00 |
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0,000 |
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00 |
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00 |
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- |
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0,000 |
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00 |
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00 |
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Gross profit |
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000 |
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000 |
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000 |
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00 |
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- |
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0,000 |
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000 |
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000 |
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Operating expenses: |
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Sales and marketing |
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- |
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000 |
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- |
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0 |
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- |
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000 |
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- |
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- |
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General and administrative |
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000 |
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000 |
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000 |
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00 |
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- |
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000 |
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000 |
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000 |
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Technology enhancements |
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- |
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000 |
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- |
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- |
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- |
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000 |
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- |
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- |
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Stock-based compensation |
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- |
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00 |
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- |
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- |
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- |
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00 |
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- |
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- |
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Amortization of intangibles and acquired software |
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- |
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00 |
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- |
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- |
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000 |
(0) |
000 |
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- |
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- |
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Total operating expenses |
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000 |
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0,000 |
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000 |
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00 |
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000 |
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0,000 |
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000 |
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000 |
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Income (loss) from operations |
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00 |
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(000 |
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00 |
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