-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SbQvEbMv2F6+z67Fyt4OB+wqdaioZQl7A0frj/XDUcw19hQW6PKCD20y7hkVKXPP X+6p6axNHnKFQijy9fosNw== 0000912057-97-013533.txt : 19970421 0000912057-97-013533.hdr.sgml : 19970421 ACCESSION NUMBER: 0000912057-97-013533 CONFORMED SUBMISSION TYPE: 10KSB/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970418 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROCKY MOUNTAIN INTERNET INC CENTRAL INDEX KEY: 0001003282 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 841322326 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10KSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-28738 FILM NUMBER: 97583626 BUSINESS ADDRESS: STREET 1: 1099 18TH STREET STREET 2: STE 3000 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3036720700 MAIL ADDRESS: STREET 1: 1099 18TH STREET STREET 2: STE 3000 CITY: DENVER STATE: CO ZIP: 80202 10KSB/A 1 10KSB/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB/A (Mark One) [ X ] 15, ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1996 OR [ ] 15, 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 NUMBER: 001-12063 ROCKY MOUNTAIN INTERNET, INC. ---------------------------------------------------- Exact name of Registrant as specified in its charter Delaware 84-1322326 - -------- --------------- State or other jurisdiction of I.R.S. Employer incorporation or organization Identification 1099 18th Street, Suite 3000 DENVER,COLORADO 80202 - -------------------------------------------- --------------- Address of principal executive offices Zip Code Registrant's telephone number, including area code: 303-672-0700 --------------- 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 Warrants to purchase common stock Check whether the issuer (1) 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 in response to Item 405 of Regulation S-B 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-KSB or any amendment to this Form 10-KSB. [ ]. State issuer's revenue for its most recent fiscal year. $3,281,579 1 The aggregate market value of the voting stock held by non-affiliates of the registrant on March 15, 1997, based upon the closing price of the Common Stock on the NASDAQ SmallCap Market for such date, was approximately $5,445,000. The number of outstanding shares of the registrant's Common Stock as of March 15, 1997, was approximately 4,648,565 shares. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's Proxy Statement to be filed with the Securities and Exchange Commission on or prior to April 30, 1997 and to be used in connection with the Annual Meeting of Shareholders expected to be held in the latter part of June, 1997 are incorporated by reference in Part III of this Form 10-KSB. Only portions of the Proxy Statement which are specifically incorporated by reference are deemed filed as part of this Annual Report on Form 10-KSB. Transitional Small Business Disclosure Format (Check one): Yes No X ----- ----- 2 ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K. a) EXHIBITS (a) Exhibits required by Item 601 of Regulation S-B Exhibit Number Description of Exhibits 3.1 Certificate of Incorporation * 3.2 Bylaws of Rocky Mountain Internet, Inc. * 4.1 Form of Warrant Agreement dated September 5,1996 between Rocky Mountain Internet, Inc. and American Securities Transfer, Inc. * 4.2 Form of Subordinated Convertible Promissory Note * 4.3 Form of Lock-Up Agreement for Shareholders * 4.4 Form of Lock-Up Agreement for Preferred Stockholders * 4.5 Form of Lock-Up Agreement for Debenture Holders * 4.6 Form of Stock Certificate * 4.7 Form of Warrant Certificate * 10.1 Agreement of Lease between Denver-Stellar Associates Limited Partnership, Landlord and Rocky Mountain Internet, Inc., Tenant ** 10.2 Asset Purchase Agreement - Acquisition of Compunerd, Inc. ** 10.3 Confirmation of $2.0 million lease line of credit ** 10.4 Agreement between MCI and Rocky Mountain Internet, Inc. governing the provision of professional information system development services for the design and development of the MCI internal Intranet project referred to as Electronic Advice. ** 10.5 Sublease Agreement- 2/26/97 - 1800 Glenarm, Denver, Colorado 10.6 Acquisition of The Information Exchange Asset purchase of On-Line Network Enterprises 10.8 1996 Incentive Compensation Plan - Annual Bonus Incentive 10.9 1997 Incentive Compensation Plan - Annual Bonus Incentive 16.1 Letter re: change in certifying accountant *** 3 23.1 Consent of McGladrey & Pullen, LLP 23.2 Consent of Baird Kurtz & Dobson 27.1 Financial Data Schedule * Incorporated by reference from the Company's registration statement on Form SB-2 filed with the Commission on August 30, 1996, registration number 333-05040C. ** Incorporated by reference from the Company's Form 10-QSB filing dated 11/14/96. *** Incorporated by reference to the Company's Form 8-K filing dated 1/28/97. (b) Reports on 8-K. State whether any reports on Form 8-K were filed during the last quarter of the period covered by this report, listing the items reported, any financial statements filed and the dates of such reports. Item 4. Changes in Registrant's Certifying Accountant - filed January 21, 1997 Item 5. Other Events - Correction to Earnings per Share report - filed March 21, 1997. 4 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. Rocky Mountain Internet, Inc. Registrant April 18, 1997 By: /s/ D. Kirk Roberts ------------------------- Chief Financial Officer 5 EX-23.1 2 EX 23-1 EXHIBIT 23.1 CONSENT OF MCGLADREY & PULLEN, LLP CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Rocky Mountain Internet, Inc. Denver, Colorado We hereby consent to the incorporation by reference in the Form S-8 Registration Statement of Rocky Mountain Internet, Inc. (the "Company") filed January 7, 1997 of our report dated February 23, 1996 relating to the financial statements of the Company for the year ended December 31, 1995 appearing in the December 31, 1996 annual report on Form 10-KSB of Rocky Mountain Internet, Inc. We also consent to the reference to our firm under the caption "Experts" in such Registration statement. /S/McGLADREY & PULLEN, LLP Charlotte, North Carolina April 17, 1997 6 EX-23.2 3 EX23-2_2399 EXHIBIT 23.2 CONSENT OF BAIRD KURTZ & DOBSON CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the January 7, 1997 Registration Statement on Form S-8 (File No. 333-19369) of our report, dated February 28, 1997, which appears in the annual report on Form 10-KSB of Rocky Mountain Internet, Inc. for the year ended December 31, 1996. /s/BAIRD, KURTZ & DOBSON Denver, Colorado April 17, 1997 7 -----END PRIVACY-ENHANCED MESSAGE-----