10-K/A 1 form10ka2002.txt 12 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2002 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________________ to________________________ Commission file number 0-16730 MKTG SERVICES, INC. (Name of small business issuer in its charter) Nevada 88-0085608 ------ ---------- (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 333 Seventh Avenue, 20th Floor New York, New York 10001 ------------------ -------------- (Address of principal executive offices) (Zip Code) Issuer's telephone number, including area code: (917) 339-7100 -------------- 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 $.01 per share -------------------------------------- (Title of class) Check whether the Issuer (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[ ] Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K 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-K or any amendment to this Form 10-K. [ X ] The issuer's revenues for its fiscal year ended June 30, 2002 $38,972,109. As of October 25, 2002, the aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $1,025,998. As of October 25, 2001, there were 7,223,632 shares of the Registrant's common stock outstanding. 1 Introduction ------------ On October 15, 2002, MKTG Services, Inc. ("MKTG" or the "Company"), filed with the Securities and Exchange Commission (the "Commission") its Annual Report on Form 10-K for its fiscal year June 30, 2002 (the "2002 Form 10-K"). The information called for by items 10, 11, 12 and 13 of Part III of Form 10-K was not included in the body of the 2002 Form 10-K as filed, but was incorporated by reference to the Company's Proxy Statement which was expected to be filed with the Commission within the 120-day period. Because the Company is not in fact filing its Proxy Statement within such 120 day period, this Form 10-K/A amends the 2002 Form 10-K by deleting therefrom the caption and first paragraph and substituting therefore the following replacements for Items 10, 11, 12 and 13. Item 10 - Executive Officers and Directors of the Registrant ------------------------------------------------------------ The Company's executive officers and directors and their positions with MKTG are as follows: Name Age Position --------------------------- --- -------------------------------------- Alan I. Annex 40 Director and Secretary J. Jeremy Barbera 45 Chairman of the Board of Directors and Chief Executive Officer Cindy H. Hill 33 Chief Accounting Officer John T. Gerlach 70 Director Seymour Jones 71 Director C. Anthony Wainwright 69 Director Mr. Annex has been a Director and Secretary of the Company since May 1997. Mr. Annex is a member of the M&A Committee of the Board of Directors. Mr. Annex has been a partner in the law firm of Greenberg Traurig, LLP since August 2000, where he practices corporate and securities law. Greenberg Traurig is the Company's legal counsel. Prior thereto, he was a partner in the law firm Camhy Karlinsky & Stein LLP from July 1995 to July 2000. From July 1994 to June 1995, Mr. Annex was Counsel to said firm. Prior thereto he was associated with Proskauer Rose, LLP. Mr. Barbera has been Chairman of the Board and Chief Executive since April 1997, and served as a Director and officer since October 1996 when they acquired MKTG Services- New York, Inc. in an exchange of stock. He founded MKTG Services- New York in 1987, which was twice named to the Inc. 500 list of the fastest growing private companies in America. Prior to founding MKTG Services- New York, Mr. Barbera held various management positions at Lincoln Center for the Performing Arts as well as scientific research positions at NASA/Goddard Space Flight Center yielding 20 years of experience in the areas of entertainment marketing and database management services. Mr. Barbera is a Physicist educated at New York University, and graduated from the MIT Enterprise Forum at the Sloan School of Management. Ms. Hill has been Chief Accounting Officer of the Company since January 2000, prior thereto she was Chief Financial Officer of the Company from June 1998 to December 1999, and Corporate Controller of the Company from January to May 1998. Prior thereto, she was a manager in the business assurance division of Coopers& Lybrand, LLP, where she was employed for the previous six years. Ms. Hill is a Certified Public Accountant. Mr. Gerlach has been a Director of the Company since December 1997. Mr. Gerlach is the chairman of the M&A Committee and the chairman of the Audit Committee and a member of the Compensation Committee of the Board of Directors. He is presently Senior Executive Professor of the graduate business program and an associate professor of finance at Sacred Heart University in Fairfield, CT. 2 Previously, Mr. Gerlach was a Director in Bear Stearns' corporate finance department, with responsibility for mergers and financial restructuring projects; he was President and Chief Operating Officer of Horn & Hardart, supervising restaurant and mail order subsidiaries, including Hanover Direct; and he was the Founder and President of Consumer Growth Capital, a venture capital firm. Mr. Gerlach also serves as a director for Uno Restaurant Co.; SAFE Inc.; and the Board of Regents at St. John's University in Collegeville, MN. Mr. Jones has been a Director of the Company since June 1996. Mr. Jones is a member of the Audit Committee. Since September 1993, Mr. Jones has been a professor of accounting at New York University. From April 1974 to September 1995, Mr. Jones was a senior partner of the accounting firm of Coopers & Lybrand L.L.P. Mr. Jones has over 40 years of public accounting experience including experience as an arbitrator and as an expert witness, particularly in the areas of fraud, mergers and acquisitions and accounting matters. Mr. Jones also functions as a consultant to Milberg Factors, CHF Industries, Dubilier & Co., and World Diagnostics, Inc. Mr. Jones also serves as a director for Reliance Bank. Mr. Wainwright has been a Director of the Company since May 1991. Mr. Wainwright is the chairman of the Compensation Committee of the Board of Directors. Mr. Wainwright is currently Vice Chairman of the advertising agency McKinney & Silver and was Chairman of the advertising firm Harris Drury Cohen, Inc., from 1995 to 1997. From 1994 to 1995, he served as a Chairman with Cordient PLC's Compton Partners, a unit of the advertising firm Saatchi & Saatchi World Advertising, and, from 1989 to 1994, as Chairman and Chief Executive Officer of Campbell Mithun Esty, a unit of Saatchi & Saatchi in New York. Mr. Wainwright also serves as a director of Audio Visual Service Corp., American Woodmark and, Danka P.L.C. Section 16(A) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934 requires that the Company's officers and directors, and persons who own more than ten percent of a registered class of the Company's equity securities, file reports of ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission (the "Commission") and the NASDAQ Market. Officers, directors and greater than ten percent stockholders are required by the Commission's regulations to furnish the Company with copies of all Forms 3, 4 and 5 they file. Based solely on the Company's review of the copies of such forms it has received and written representations from certain reporting persons that they were not required to file reports on Form 5 for the fiscal year ended June 30, 2002, the Company believes that all its officers, directors and greater than ten percent beneficial owners complied with all filing requirements applicable to them with respect to transactions during the fiscal year ended June 30, 2002. Item 11 - Executive Compensation: --------------------------------- The following table provides certain information concerning compensation of the Company's Chief Executive Officer and any other executive officer of the Company who received compensation in excess of $100,000 during the fiscal year ended June 30, 2002 (the "Named Executive Officers"): 3
SUMMARY COMPENSATION TABLE Fiscal Securities Year Other Underlying Ended Annual Annual Annual Options/ Name and Principal June 30, Salary ($) Bonus Compensation SARs (#) ------------------ -------- ---------- ----- ------------ -------- Position -------- J. Jeremy Barbera (1) 2002 487,308 (1) 250,000 (2) - - Chairman of the 2001 456,642 (3) - - - Board and CEO 2000 356,730 - - 137,500 Cindy Hill 2002 194,923 75,000 (4) - - Chief Accounting 2001 200,000 - - - Officer 2000 135,336 - - 16,667 Thomas Smith 2002 237,981 (5) - - - Former Chief Operating 2001 195,519 - - - Officer 2000 79,773 - - 4,167 David Greenspan 2002 231,250 (6) - 115,000 - Former Chief Operating 2001 250,000 - - 33,334 Officer 2000 42,308 - - -
---------- (1)In March 2002, Mr. Barbera agreed to reduce his annual salary from $500,000 to $450,000 until further notice. In addition,the Company entered into certain transactions with Mr. Barbera. See Section "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS." (2)In connection with the successful sale of the Company's Grizzard Communications subsidiary, Mr. Barbera was awarded a bonus in the amount of $250,000. (3)The annual salary for Mr. Barbera commencing January 1, 2000 was raised from $350,000 to $500,000. Notwithstanding, Mr. Barbera forgave this increase for the period January 2000 through December 2000. (4)In connection with the successful sale of the Company's Grizzard Communications Subsidiary, Ms. Hill was awarded a bonus in the amount of $75,000. (5)In March 2002, Mr. Smith agreed to reduce his annual salary from $250,000 to $225,000. Effective July 2002, Mr. Smith's employment contract was amended and he is no longer the Chief Operating Officer of the Company. (6)In March 2002, Mr. Greenspan agreed to reduce his annual salary from $250,000 to $225,000. In May 2002, Mr. Greenspan resigned his employment with the Company. In connection with the resignation, the Company has agreed to pay severance in the amount of $115,000 to be paid through November 2002. STOCK OPTION GRANTS No options were granted to executive officers or any other employees during Fiscal Year ended June 30, 2002. AGGREGATE OPTIONS EXERCISED IN THE LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES The following table sets forth information regarding the number and value of securities underlying unexercised stock options held by the Named Executive Officers as of June 30, 2002. 4
Number of Securities Value of unexercised Underlying Unexercised In-the-Money Options/ Number of Options/SARs at Fiscal SARs at Fiscal Year Securities Value Year End (#) End ($)(1) Exercised (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable J. Jeremy Barbera - - 269,792/34,375 0/0 Cindy Hill - - 23,334/0 0/0 Thomas Smith - - 3,807/360 0/0 David Greenspan - - 22,234/0 0/0 -----------
(1) Fair market value of $0.65 share at June 30, 2002 was used to determine the value of in-the-money options. COMPENSATION OF DIRECTORS Beginning in March 2002, directors who are not employees of the Company receive an annual retainer fee of $15,000, $1,000 for each Board Meeting attended, $500 for each standing committee meeting attended and $500 for each standing committee meeting for the Chairman of such Committee. Prior thereto, directors who were not employees of the Company received an annual retainer fee of $25,000. Fees for attending meetings and committee meetings remained the same. Such Directors will also be reimbursed for their reasonable expenses for attending board and committee meetings, and will receive an annual grant of options on June 30 of each year to acquire 10,000 shares of common stock for each fiscal year of service, at an exercise price equal to the fair market value on the date of grant. Any Director who is also an employee of the Company is not entitled to any compensation or reimbursement of expenses for serving as a Director of the Company or a member of any committee thereof. Mr. Annex has indicated that since his firm acts as counsel to the Company he would waive that described cash and stock retainer. The Directors agreed to waive the annual option grant for the fiscal year ended June 30, 2001 and 2002. EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS The Company has entered into employment agreements with each of its Named Executive Officers. Mr. Barbera was appointed to the position of Chairman of the Board, Chief Executive Officer and President of MKTG by the Board, effective March 31, 1997. Mr. Barbera had previously served as President and CEO of MKTG Services- New York, Inc. Mr. Barbera entered into a new employment agreement effective January 1, 2000. The agreement provides for a three year term expiring December 31, 2002 (the "Employment Term"). The base salary during the employment term is $500,000 for the first year and an amount not less than $500,000 for the remaining two years. Mr. Barbera is eligible to receive bonuses equal to 100% of the base salary each year at the determination of the Compensation Committee of the Board of Directors of the Company, based on earnings and other targeted criteria. In March 2002, Mr. Barbera agreed to decrease his annual salary to $450,000 until further notice. Mr. Barbera has forgone his increase in his salary from January 1, 2000 through December 31, 2000. On May 27, 1997, Mr. Barbera was granted options to acquire 166,667 shares of Common Stock of the Company; 55,556 exercisable at $15.75 per share, 55,556 exercisable at $18.00 per share and 55,556 exercisable at $21.00 per share. One third of the options in each tranche vest immediately and one third of each tranche will become available on each of the next two anniversary dates. On June 30, 2000, Mr. Barbera was granted options to acquire 137,500 shares of Common Stock of the Company at $26.625 per 5 share; 68,750 exercisable on December 31, 2000; 34,375 exercisable on December 31, 2001 and 2002. If Mr. Barbera is terminated without cause (as defined in the agreement), then MKTG shall pay him a lump sum payment equal to 2.99 times the compensation paid during the preceding 12 months and all outstanding stock options shall fully vest and become immediately exercisable. Mr. Barbera has agreed in his employment agreement (i) not to compete with MKTG or its subsidiaries, or to be associated with any other similar business during the employment term, except that he may own up to 5% of the outstanding common stock of certain corporations, as described more fully in the employment agreement, and (ii) upon termination of employment with MKTG and its subsidiaries, not to solicit or encourage certain clients of MKTG or its subsidiaries to cease doing business with MKTG and its subsidiaries and not to do business with any other similar business for a period of three years from the date of such termination. Ms. Hill entered into an employment agreement effective January 1, 2000, providing for employment as Chief Accounting Officer of the Company. The agreement provided for a two year term expiring on December 31, 2001 (the "Employment Term"). The base salary during the Employment Term was $200,000 for the first year and not less than $200,000 for the second year. Ms. Hill was eligible to receive raises and bonuses based upon the achievement of earnings and other targeted criteria if and as determined by the Compensation Committee of the Board of Directors. The agreement also provided for the granting to Ms. Hill of options to acquire Common Stock if and as determined by the Compensation Committee. If Ms. Hill was terminated without cause (as defined in the agreement), then MKTG shall pay her a lump sum payment equal to two times the then base rate. Ms. Hill has agreed in her employment agreement (i) not to compete with MKTG or to be associated with any other similar business during the Employment Term, except that she may own up to 5% of the outstanding common stock of certain corporations, as described more fully in her employment agreement, and (ii) upon termination of employment with MKTG, not to solicit or encourage certain clients of MKTG (as more fully described in the relevant employment agreement), to cease doing business with MKTG, and not to do business with any other similar business, for a period of three years from the date of such termination. Ms. Hill's employment agreement was not renewed as of December 31, 2001 and is currently an employee at will. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION The members of the Compensation Committee are C. Anthony Wainwright, and John Gerlach. Mr.Wainwright is Chairman of the Committee.There were no compensation interlocks. Mr. Gerlach and Mr. Wainwright served as members of the Compensation Committee of the Company's Board of Directors during all of fiscal year 2002. None of such persons is an officer or employee, or former officer or employee of the Company or any of its subsidiaries. No interlocking relationships exist between the member of the Company's Board of Directors or Compensation Committee and the Board of Directors or Compensation Committee of any other Company, nor has any such relationship existed in the past. Item 12 - Security Ownership of Certain Beneficial Owners and Management ------------------------------------------------------------------------ SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 6
Number of securities Number of Securities to be issued upon Weighted-average remaining available exercise of exercise price of for future issuances outstanding options, outstanding options, under equity Plan Category warrants and rights warrants and rights compensation plans ------------- ------------------- ------------------- ------------------ Equity compensation plans approved by security holders 1999 Stock Option Plan 272,618 $34.21 253,842 Equity compensation plans not approved by security holders 1991 Stock Option Plan (1) 161,868 $18.67 23,913 Warrants (2) 1,947,758 $ 0.85 - Executive Options (3) 293,339 $22.35 -
--------------------- (1) MKTG maintains a non-qualified stock option plan for key employees, officers, directors and consultants. The plan is administered by the compensation committee of the Board of Directors which has the authority to determine which officers and key employees of the Company will be granted options, the option price and vesting of the options. In no event shall an option expire more than ten years after the date of grant. (2) Periodically the Company has issued warrants in connection with various transactions and services provided. All outstanding warrants are currently exercisable. (3) The Company has option agreements with current and former officers and employees of the Company whereby certain options have been granted. The following table sets forth certain information regarding the beneficial ownership of Common Stock as of September 30, 2002 by: (i) each Director and each of the Named Executive Officers; (ii) all executive officers and Directors of the Company as a group; and (iii) each person known by the Company to own beneficially more than 5% of the outstanding shares of Common Stock.
Amount and Nature of Common Stock -------------------- Beneficially Owned Name and Address of Beneficial Holder (1) Number Percent ----------------------------------------- ------ ------- Directors and Named Executive Officers: J. Jeremy Barbera(2)........................................... 1,019,792 13.73% Cindy Hill(3).................................................. 24,168 * Alan I. Annex(4)............................................... 22,606 * Seymour Jones(5)............................................... 31,365 * C. Anthony Wainwright(6)....................................... 23,723 * John Gerlach(7)................................................ 29,252 * All Directors and Executive Officers as a group (8 persons).... 1,150,906 15.55% 5% Stockholders: GE Capital Corporation(8)...................................... 2,496,871 27.94%
7 ----------- * Less than 1% (1) Unless otherwise indicated in these footnotes, each stockholder has sole voting and investment power with respect to the shares beneficially owned. All share amounts reflect beneficial ownership determined pursuant to Rule 13d-3 under the Exchange Act. All information with respect to beneficial ownership has been furnished by the respective Director, executive officer or stockholder, as the case may be. Except as otherwise noted, each person has an address in care of the Company. (2) Includes 269,792 beneficially owned shares of Common Stock issuable upon the exercise of options which are currently exercisable or are exercisable within 60 days of September 30, 2002. (3) Includes 23,334 beneficially owned shares of Common Stock issuable upon the exercise of options which are currently exercisable or are exercisable within 60 days of September 30, 2002. (4) Includes 13,835 beneficially owned shares of Common Stock issuable upon the exercise of options which are currently exercisable or are exercisable within 60 days of September 30, 2002. (5) Includes 11,001 beneficially owned shares of Common Stock issuable upon the exercise of options which are currently exercisable or are exercisable within 60 days of September 30, 2002. (6) Includes 10,835 beneficially owned shares of Common Stock issuable upon the exercise of options which are currently exercisable or are exercisable within 60 days of September 30, 2002. (7) Includes 17,002 beneficially owned shares of Common Stock issuable upon the exercise of options which are currently exercisable or are exercisable within 60 days of September 30, 2002. (8) Includes 1,778,334 beneficially owned shares of Common Stock issuable upon the exercise of warrants which are currently exercisable or are exercisable with 60 days of September 30, 2002. The address for the 5% Stockholder is as follows: 120 Long Ridge Road, Stamford, Connecticut 06927. Item 13 - Certain Relationships and Related Transactions -------------------------------------------------------- Transactions with Mr. Barbera: During the year ended June 30, 2002, the Company advanced $1,000,000 pursuant to a promissory note receivable to Mr. Barbera due and payable to the Company at maturity, October 15, 2006. The Company recorded the note receivable at a discount of approximately $57,955 to reflect the incremental borrowing rate of Mr. Barbera and is being amortized as interest income over the term of the note using the straight-line method. The note receivable is collateralized by current and future holdings of MKTG common stock owned by the officer and bears interest at prime. Interest is due and payable yearly on October 15th. The Company recognized interest income of $36,488 for the year ended June 30, 2002. The note was entered into as an inducement to the continued employment of Mr. Barbera and to provide additional security in the event of a change in control. Accordingly, the note will be forgiven in the event of a change in control. During the year end June 30, 2001, the Company entered into a promissory note agreement with Mr. Barbera for up to $1,000,000, due and payable at maturity, January 1, 2002. The promissory note bore interest at 15% per annum and included certain prepayment penalties. During the year ended June 30, 2001, the Company received advances of $900,000 and made repayments of $650,000. As of June 30, 2001, there was approximately $250,000 of principal outstanding and $150,000 of accrued interest and penalties. In August 2001, the entire principal and accrued 8 interest was paid. The amount of interest and penalties paid by the Company to Mr. Barbera was equal to his cost of funds and no personal profit was derived therefrom. Transactions with Mr. Annex: Mr. Annex, Secretary and a Director of the Company, is a partner in the law firm of Greenberg Traurig LLP, which provides legal services to the Company. The Company incurred expenses aggregating approximately $921,000 during fiscal 2001. Mr. Annex has informed the Company that such fees did not represent more than 5% of such firm's revenues for its fiscal years ending during such periods. The Company believes that the fees for services provided by the law firm were at least as favorable to the Company as the fees for such services from unaffiliated third parties. Transactions with 5% Stockholders: In 1999, a lawsuit under Section 16(b) of the Securities Exchange Act of 1934 was commenced against General Electric Capital Corporation ("GECC") by Mark Levy, derivatively on behalf of the Company, to recover short swing profits allegedly obtained by GECC in connection with the purchase and sale of MKTG securities. The case was filed in the name of Mark Levy v. General Electric Capital Corporation, in the United States District Court for the Southern District of New York, Civil Action Number 99 Civ. 10560(AKH). In February 2002, a settlement was reached among the parties. The settlement provided for a $1,250,000 payment to be made to MKTG by GECC and for GECC to reimburse MKTG for the reasonable cost of mailing a notice to stockholders up to $30,000. On April 29, 2002, the court approved the settlement for $1,250,000, net of attorney fees plus reimbursement of mailing costs. In July 2002, the court ruling became final and the Company received and recorded the net settlement payment of $965,486 plus reimbursement of mailing costs. 9 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 10-K/A to be signed on its behalf by the undersigned hereunto duly authorized. MARKETING SERVICES GROUP, INC. By: /s/ Jeremy Barbera ------------------------------------ Name : J. Jeremy Barbera Title : Chief Executive Officer By: /s/ Cindy H. Hill ------------------------------------ Name : Cindy H. Hill Title : Chief Accounting Officer 10 Date: October 28, 2002 CERTIFICATIONS I, Cindy H. Hill, certify that: 1. I have reviewed the annual report on this Form 10-K/A of MKTG Services, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered in this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report. /s/ Cindy H. Hill ------------------ Cindy H. Hill Chief Accounting Officer EXPLANATORY NOTE REGARDING CERTIFICATION: Representations 4, 5 and 6 of the Certification as set forth in Form 10-K/A have been omitted, consistent with the Transition Provisions of SEC Exchange Act Release No. 34-46427, because this Annual Report on Form 10-K covers a period ending before the Effective Date of Rules 13a-14 and 15d-14. I, J. Jeremy Barbera, certify that: 1. I have reviewed the annual report on this Form 10-K/A of MKTG Services, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered in this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report. /s/ J. Jeremy Barbera --------------------- J. Jeremy Barbera Chairman of the Board and Chief Executive Officer EXPLANATORY NOTE REGARDING CERTIFICATION: Representations 4, 5 and 6 of the Certification as set forth in Form 10-K/A have been omitted, consistent with the Transition Provisions of SEC Exchange Act Release No. 34-46427, because this Annual Report on Form 10-K covers a period ending before the Effective Date of Rules 13a-14 and 15d-14. 11 Exhibit 24 CERTIFICATION PURSUANT TO 18 U. S. C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of MKTG Services, Inc. (the "Company") on Form 10-K and as amended on Form 10-K/A for the period ended June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Cindy H. Hill, as Chief Accounting Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: 1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934: and 2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Cindy H. Hill ----------------- Cindy H. Hill Chief Accounting Officer October 28, 2002 In connection with the Annual Report of MKTG Services, Inc. (the "Company") on Form 10-K and as amended on Form 10-K/A for the period ended June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, J. Jeremy Barbera, as Chairman of the Board and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: 1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934: and 2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ J. Jeremy Barbera ---------------------- J. Jeremy Barbera Chairman of the Board and Chief Executive Officer October 28, 2002 12