SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549FORM 10-K/A |
[X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED [FEE REQUIRED] |
For the fiscal year ended December 31, 1999 OR |
[_] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED [NO FEE REQUIRED] |
For the transition period from __________ to __________ |
Commission File Number 000-21735CREDIT MANAGEMENT SOLUTIONS, INC.
|
Delaware (State or Other Jurisdiction of Incorporation or Organization) |
52-1549401 (I.R.S. Employer Identification No.) |
135 National Business Parkway, Annapolis Junction, MD (Address of Principal Executive Offices) |
20701 (Zip Code) |
(Registrants Telephone Number, Including Area Code) (301) 362-6000SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NoneSECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: |
Title of each class |
Name of each exchange on which registered | ||
---|---|---|---|
Common Stock, $0.01 par value | Nasdaq National Market |
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, as amended, 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 registrants 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. [_] At March 23, 2000, Credit Management Solutions, Inc. had 7,816,559 shares of Common Stock, par value $0.01, outstanding. While it is difficult to determine the number of shares owned by non-affiliates, the registrant estimates that the aggregate market value of outstanding Common Stock on March 23, 2000 (based upon the average bid and asked prices of such Common Stock on the Nasdaq National Market on March 23, 2000) held by non-affiliates was approximately $34.1 million. For this computation, the registrant has excluded the market value of all shares of its Common Stock reported as beneficially owned by officers, directors and certain significant stockholders of the registrant. Such exclusion shall not be deemed to constitute an admission that any such stockholder is an affiliate of the registrant. Documents Incorporated by ReferenceItems 10, 11, 12 and 13 of Part III of this Form 10-K are incorporated by reference from the registrants definitive Proxy Statement to be furnished to stockholders in connection with the 2000 Annual Meeting of Stockholders. This Proxy Statement will be filed with the Securities and Exchange Commission pursuant to Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended, not later than April 29, 2000. This Form 10-K/A of Credit Management Solutions, Inc., a Delaware company, is being filed in order to add an electronic copy of an exhibit previously filed in paper format pursuant to a temporary hardship exemption. |
PART IVItem 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K |
Page Number |
(a) | Index to Consolidated Financial Statements |
Index | F-1 |
Report of Independent Auditors | F-2 |
Consolidated Balance Sheets as of December 31, 1999 and 1998 | F-3 |
Consolidated Statements of Operations for the years ended December 31, 1999, 1998 and 1997 | F-4 |
Consolidated Statements of Shareholders Equity (Deficit) for the years ended December 31, 1999, 1998 and 1997 | F-5 |
Consolidated Statements of Cash Flows for the years ended December 31, 1999, 1998 and 1997 | F-6 |
Notes to Consolidated Financial Statements | F-7 |
(b) | Financial Statement Schedules |
All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under The related instruction or are inapplicable and therefore have been omitted. |
(c) | Reports on Form 8-K |
None |
(d) | Exhibits |
3.1 | Certificate of Incorporation of the Company* |
3.2 | Bylaws of the Company* |
4.1 | Specimen certificate for Common Stock of the Company* |
4.2 | See Exhibits 3.1 and 3.2 for provisions of the Certificate of Incorporation and Bylaws of the Company defining rights of holders of Common Stock of the Company |
10.1 | Form of Project Commencement Agreement* |
10.2 | Form of Software License Agreement* |
10.3 | Form of Software Maintenance Agreement* |
10.4 | Form of Professional Services Agreement* |
10.5 | Form of CreditConnection Lender Agreement (for CreditRevue Licensees)* |
10.6 | Form of CreditConnection Lender Agreement (for non-CreditRevue Licensees)* |
10.7 | Form of CreditConnection Dealer Subscription Agreement* |
10.8.1 | Office Building Lease between Symphony Woods Limited Partnership and the Company dated October 29, 1993* |
10.8.2 | Office Building Lease between Symphony Woods Limited Partnership and the Company dated February 10, 1995* |
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10.8.3 | First Amendment to Lease dated March 29, 1995* |
10.8.4 | Second Amendment to Lease dated August 12, 1996* |
10.8.5 | 135 National Business Parkway Lease between Constellation Real Esate, Inc. and the Company, dated April 27, 1998*** |
10.8.6 | First Amendment of 135 National Business Parkway Lease, dated December 23, 1998*** |
10.9 | Promissory Note dated December 31, 1995 given by the Company to James R. DeFrancesco* |
10.10 | Business Loan Agreement between The Columbia Bank and the Company dated June 10, 1994* |
10.11 | 1996 Credit Management Solutions, Inc. Non-Qualified Stock Option Plan* |
10.12 | 1996 Credit Management Solutions, Inc. Employee Stock Purchase Plan* |
10.13 | 1996 Credit Management Solutions, Inc. Long-Term Incentive Plan* |
10.14 | Form of Tax Indemnification Agreement* |
10.15 | 1996 Credit Management Solutions, Inc. Non-Qualified Stock Option Plan |
10.16 | 1997 Credit Management Solutions, Inc. Stock Incentive Plan** |
23 | Consent of Independent Auditors |
27 | Financial Data Schedule |
______________
* | Incorporated by reference to the Exhibits filed with the Companys Registration Statement on Form S-1, File No. 333-14007. |
** | Incorporated by reference to the Companys 1997 Proxy Statement, file no. 000-21735 |
*** | Filed herewith pursuant to Rule 201 of Regulation S-T. |
SIGNATURESPursuant 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. Credit Management Solutions, Inc. |
By: | /s/ Scott L. Freiman Scott L. Freiman President and Chief Executive Officer (Principal Executive Officer) | April 7, 2000 |
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. |
By: | /s/ John J. McDonnell, Jr. John J. McDonnell, Jr. Chairman of the Board of Directors | April 7, 2000 |
By: | /s/ Scott L. Freiman Scott L. Freiman President, Chief Executive Officer and Director (Principal Executive Officer) | April 7, 2000 |
By: | /s/ Miles H. Grody Miles H. Grody Senior Vice President and Director | April 7, 2000 |
By: | /s/ Robert P. Vollono Robert P. Vollono Senior Vice President, Treasurer, Chief Financial Officer and Director (Principal Financial and Accounting Officer) | April 7, 2000 |
By: | /s/ Stephen X. Graham Stephen X. Graham Director | April 7, 2000 |
By: | /s/ James R. DeFrancesco James R. DeFrancesco Director | April 7, 2000 |