0000351903-01-500034.txt : 20011030
0000351903-01-500034.hdr.sgml : 20011030
ACCESSION NUMBER: 0000351903-01-500034
CONFORMED SUBMISSION TYPE: 10-K/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20010630
FILED AS OF DATE: 20011026
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: J NET ENTERPRISES INC
CENTRAL INDEX KEY: 0000351903
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990]
IRS NUMBER: 880169922
STATE OF INCORPORATION: NV
FISCAL YEAR END: 0630
FILING VALUES:
FORM TYPE: 10-K/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-09728
FILM NUMBER: 1767806
BUSINESS ADDRESS:
STREET 1: 8750 N CENTRAL EXPRESSWAY 600
CITY: DALLAS
STATE: TX
ZIP: 75231
BUSINESS PHONE: 7022635555
MAIL ADDRESS:
STREET 1: 8750 N CENTRAL EXPRESSWAY 600
CITY: DALLAS
STATE: TX
ZIP: 75231
FORMER COMPANY:
FORMER CONFORMED NAME: JACKPOT ENTERPRISES INC
DATE OF NAME CHANGE: 19920703
10-K/A
1
jnet10ka.txt
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1 TO FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2001
Commission File Number 1-9728
J NET ENTERPRISES, INC.
____________________________________________________________________________
(Exact name of registrant as specified in its charter)
Nevada 88-0169922
________________________________________________ ___________________
(State or other jurisdiction of incorporation or (I.R.S. Employer
organization) Identification No.)
4020 W. Lake Creek Drive, #100, Wilson WY 83014
_________________________________________ __________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (307) 739-8603
______________
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
________________________________________ _______________________
Common Stock - Par value $.01 per share, New York Stock Exchange
which include certain preferred stock
purchase rights
Securities registered pursuant to Section 12(g) of the Act: None
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 No x
____ ____
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 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
____
As of October 19, 2001, the aggregate market value of the voting stock held
by non-affiliates of the Registrant was $26,626,927.
As of October 19, 2001, there were 8,524,552 shares of the Registrant's
common stock outstanding.
On October 16, 2001, J Net Enterprises, Inc. ("J Net") filed with the
Securities And Exchange Commission (the "Commission") its Annual Report on
Form 10-K for its fiscal year ended June 30, 2001 (the "2001 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 2001 Form 10-K as filed, but was
to be incorporated by reference to the Company's Proxy Statement which was
expected to be filed with the Commission within such 120 day period.
Because J Net is not in fact filing its Proxy Statement within such 120
day period, this Form 10-K/A amends the 2001 Form 10-K by deleting therefrom
the caption and first paragraph and substituting therefore the following
replacements for Items 10, 11, 12 and 13.
PART III
Item 10. Directors and Executive Officers of the Registrant
__________________________________________________
Directors of the Registrant
___________________________
At the annual meeting on December 6, 2000, four directors were elected
to serve and hold office (subject to J Net's By-Laws) until the next annual
meeting of stockholders and until a respective successor is elected and
qualified.
The directors of J Net (none of whom has a family relationship with one
another) are as follows:
Name Age Position
________________________ ___ _____________________
Allan R. Tessler 65 Chairman of the Board
Alan J. Hirschfield 66 Vice Chairman
Eugene M. Freedman 69 Director
David R. Markin 70 Director
Robert L. McDonald, Sr. 81 Director
Allan R. Tessler has served as Chief Executive Officer and Chairman of
the Board since March 2000 and May 1994, respectively, and has been a
director of J Net since 1980. Mr. Tessler also served as Secretary of J Net
from 1980 through August 1993. He has been Chairman and Chief Executive
Officer of International Financial Group, Inc., an international merchant
banking firm, since 1987. He was Co-Chairman and Co-Chief Executive Officer
of Interactive Data Corporation (formerly Data Broadcasting Corporation), a
securities market data supplier, from June 1992 through February 2000. Mr.
Tessler was Chairman of the Board of Enhance Financial Services, Inc., an
insurance holding company from 1986 through 2001, and was Chairman of the
Board of Great Dane Holdings Inc., a diversified holding company, from 1987
through December 1996. He is also a director of The Limited, Inc.,
Interactive Data Corporation and Allis-Chalmers Corporation. Mr. Tessler has
been a director of InterWorld Corporation since November 2000 and Chairman of
the Board of InterWorld since February 2001.
Alan J. Hirschfield has been a director of J Net since January 2000.
Mr. Hirschfield was Co-Chairman of the Board and Co-Chief Executive Officer
of Interactive Data Corporation (formerly Data Broadcasting Corporation), a
securities market data supplier, from June 1992 to 1999. Prior to becoming
Co- Chief Executive Officer in June 1992, Mr. Hirschfield served as managing
director of Schroder Wertheim & Co. Inc. and as a consultant to the
entertainment and media industry. He formerly served as Chief Executive
Officer of Twentieth Century Fox Film Corp. and Columbia Pictures Inc. from
1980 to 1985 and 1973 to 1978, respectively. Mr. Hirschfield currently serves
on the boards of Interactive Data Corporation, Cantel Industries, Inc. and
Chyron Corporation.
Eugene M. Freedman has been a director of J Net since June 2001. Mr.
Freedman is a senior advisor and director of Monitor Clipper Partners, Inc.,
a private equity firm (formed in late 1997), and senior advisor of Monitor
Company Group L.P., an international business strategy and consulting firm,
which he joined in early 1995. A long time senior partner, Mr. Freedman last
served as Chairman and Chief Executive Officer of Coopers & Lybrand LLP, U.S.
and as Chairman of Coopers & Lybrand International, retiring in late 1994.
Mr. Freedman is also a director of The Limited, Inc., Pathmark Stores, Inc.,
Bernard Technologies, Inc., Wheelhouse Corporation, e-Studio Live, Inc.,
Outcome Sciences, Inc., and Anserity, Inc.
David R. Markin has been a director of J Net since 1980. Mr. Markin has
been Chairman of the Board, Chief Executive Officer and President of Checker
Motors Corporation ("Checker"), an automobile parts manufacturer and taxicab
fleet operator since 1970. Mr. Markin was President and Chief Executive
Officer of Great Dane Holdings Inc. from 1989 through December 1996. Mr.
Markin is presently President of Checker Holdings Corp. IV, the parent
company of Checker.
Robert L. McDonald, Sr. has been a director of J Net since 1980. Mr.
McDonald is a senior partner in the law firm of McDonald Carano Wilson McCune
Bergin Frankovich & Hicks LLP, counsel to J Net. Mr. McDonald is a principal
stockholder, executive officer and a director of Little Bonanza, Inc., the
corporate operator of the Bonanza Casino located in Reno, Nevada.
Executive Officers of the Registrant
____________________________________
Year Became an
Name Age Position Executive Officer
_________________ ___ ___________________________ _________________
Allan R. Tessler 65 Chief Executive Officer 2000
and Chairman of the Board
Mark W. Hobbs 45 President and Chief
Operating Officer 2000
Steven L. Korby 55 Executive Vice President
and Chief Financial Officer 2000
Allan R. Tessler's biography is set forth above.
Mark W. Hobbs joined J Net as President and Chief Operating Officer in June
2000. From 1995 through his appointment to J Net, Mr. Hobbs was a partner in
Mariner Investment Group, a private money management and hedge fund operation
that had approximately $500,000,000 under management. Prior to Mariner, Mr.
Hobbs was involved in private investing and financial consulting from 1991 to
1995. From 1982 to 1991, Mr. Hobbs was President of Rosewood Financial,
Inc., a private investment management company. Mr. Hobbs has been a director
of InterWorld since February 2001.
Steven L. Korby was appointed Executive Vice President and Chief Financial
Officer in June 2000. From April 1999 through his appointment with J Net,
Mr. Korby was engaged in a private investment and consulting business. From
February 1998 through March 1999, Mr. Korby was Executive Vice President and
Chief Financial Officer of The Cerplex Group, Inc., a provider of repair and
logistics services, and spare parts sourcing and service management for
manufacturers of computer, communications and electronic office equipment.
From 1995 through 1997, Mr. Korby was Executive Vice President and Chief
Financial Officer of Greyhound Lines, Inc., a nationwide intercity bus
company. Prior to that and from 1983, Mr. Korby was Executive Vice President
and Chief Financial Officer of Neodata Services, Inc. and its predecessors,
a direct marketing services company. In addition to his role at J Net, Mr.
Korby was appointed Executive Vice President, Chief Financial Officer and
Treasurer of InterWorld in February 2001.
Item 11. Executive Compensation
______________________
The following table sets forth certain information concerning
compensation for those persons who were (i) the Chief Executive Officer, and
(ii) the other most highly paid executive officers whose total annual salary
and bonus exceeded $100,000 (collectively, the "Named Executives") for
service provided for the fiscal years ended June 30, 2001, 2000 and 1999.
SUMMARY COMPENSATION TABLE
Long-Term Compensation
____________________________
Annual Compensation AWARDS PAYOUTS
__________________________________ __________ _______
Securities
Name and Other Underlying
Principal Fiscal Annual Options LTIP All Other
Position Year Salary Bonus Compensation (#) Payout Compensation
(1) (2) (3)
_________ ______ ________ ________ ____________ __________ _______ _____________
Allan R. 2001 $ - $ - $50,000 (4) 27,500 - $ -
Tessler 2000 $ - $ - $50,000 (4) 57,500 - $ 102,496 (5)
Chief 1999 $ - $ - $50,000 (4) 27,500 - $ -
Executive
Officer and
Chairman of
the Board
Mark W. 2001 $300,000 $ - $ - - - $ -
Hobbs (6) 2000 $ 9,091 $ - $ - 300,000 - $ -
President 1999 $ - $ - $ - - - $ -
and Chief
Operating
Officer
Steven L. 2001 $250,000 $ - $ - - - $ -
Korby (7) 2000 $ 7,576 $ - $ - 200,000 - $ -
Executive 1999 $ - $ - $ - - - $ -
Vice
President
and Chief
Financial
Officer
George 2001 $ 73,580 $ 59,589 (9) $ - 11,918 - $ 628,257 (10)
Congdon(8) 2000 $175,000 $100,000 (9) $ - 60,000 - $ -
Former 1999 $160,000 $ 90,000 (9) $ - 25,000 - $ -
Senior
Vice
President-
Operations
Bob 2001 $ 73,580 $ 59,589 (9) $ - 11,918 - $ 609,135 (11)
Torkar(8) 2000 $165,000 $100,000 (9) $ - 60,000 - $ -
Former 1999 $150,000 $ 90,000 (9) $ - 20,000 - $ -
Senior
Vice
President-
Finance,
Treasurer
and Chief
Accounting
Officer
Don R. 2001 $ - $ - $ - - - $ -
Kornstein 2000 $483,333 $ - $ - 30,000 - $3,035,506 (13)
(12) 1999 $725,000 $350,000 (14) $ - 27,500 - $ 7,217 (15)
Former
President
and
Chief
Executive
Officer
(1) Reflects the primary capacity served during fiscal 2001, except where
otherwise noted.
(2) The Named Executives each received certain perquisites, the aggregate
value of which did not exceed, as to any Named Executive in any of the
last three fiscal years, the lesser of $50,000 or 10% of such Named
Executive's annual salary and bonus.
(3) Represents the number of shares subject to options granted during the
respective fiscal year.
(4) Includes fees earned by Mr. Tessler for services on the Board of
Directors. Mr. Tessler, who has served as Chief Executive Officer since
March 2000, did not receive a salary or bonus during fiscal 2001 or 2000.
(5) Includes value of 6,935 shares received via exercise of options, having
a value on the date of exercise of $99,688. Also includes $2,808 for
group life insurance premiums paid by J Net for the benefit of Mr.
Tessler.
(6) Mr. Hobbs was appointed President and Chief Operating Officer on June
21, 2000.
(7) Mr. Korby was appointed Executive Vice President and Chief Financial
Officer of the Company on June 21, 2000. Mr. Korby also serves as
Executive Vice President and Chief Financial Officer of InterWorld
Corporation, a subsidiary of the Company since February 2001. Mr. Korby's
salary, benefits and other costs related to services performed are billed
to InterWorld on a time spent basis. Salary billed to InterWorld for the
fiscal year ended June 30, 2001 was approximately $104,000. Because
InterWorld is a consolidated subsidiary, the $104,000 billed from J Net to
InterWorld is not presented as a reduction to Mr. Korby's salary.
(8) Messrs. Congdon and Torkar's employment with the Company terminated on
November 22, 2000.
(9) Fiscal 2001 bonus payments are pursuant to terms included in employment
contracts with Messrs. Congdon and Torkar. Bonus payments for fiscal
2000 and 1999 represent discretionary bonus awards based on performance.
(10) In connection with Mr. Congdon's employment agreement, severance and
accrued vacation pay upon termination totaling $628,257 was paid by the
Company upon his termination of employment.
(11) In connection with Mr. Torkar's employment agreement, severance and
accrued vacation pay upon termination totaling $609,135 was paid by the
Company upon his termination of employment.
(12) On February 29, 2000, Mr. Kornstein and the Company agreed that his
employment and position on the Board of Directors would terminate. Mr.
Tessler was appointed Chief Executive Officer effective March 1, 2000.
(13) In connection with the termination of his employment agreement, the
Company paid Mr. Kornstein $2,906,419 for severance compensation and
accrued vacation. In addition, Mr. Kornstein received $99,688 in value
associated with receipt of 6,935 shares, via exercise of options
previously granted, $7,217 of premiums paid by J Net for term life
insurance, and $60,417 under a consulting agreement.
(14) Includes incentive compensation of $60,000 based on a predetermined
formula with respect to fiscal 1999 pursuant to Mr. Kornstein's
employment agreement and an additional bonus of $290,000 which, although
it was discretionary, was awarded in part because of the Company's
receipt of a break-up fee as a result of the merger agreement with
Player's.
(15) Represents premiums paid by J Net for term life insurance for the
benefit of Mr. Kornstein.
Option Grants
_____________
The following table summarizes information concerning individual grants
of options, including the potential realizable dollar value of grants of
options made during the fiscal year ended June 30, 2001, to each Named
Executive, assuming that the market value of the underlying security
appreciates in value, from the date of grant to the end of the option term,
at the assumed rates indicated in the following table.
FISCAL 2001 OPTION GRANTS
Potential Realizable
Value At Assumed
Annual Rates of
Stock Price
Appreciation for
Individual Grants Option Term (1)
___________________________________________________________ ___________________
Percent of
Number of Total Options
Securities Granted to
Underlying Employees Exercise
Options in Fiscal Price Expiration
Name Granted(#) Year (2) ($/Share) Date 5% ($) 10% ($)
___________ __________ _____________ _________ _________ _______ _______
Allan R.
Tessler(3) 27,500 12% $4.00 06/30/06 $30,391 $67,156
George
Congdon(4) 11,918 5% $6.63 11/22/02 $ 8,093 $16,581
Bob
Torkar(4) 11,918 5% $6.63 11/22/02 $ 8,093 $16,581
___________________
(1) The dollar amounts under these columns are the result of calculations at
annualized appreciation rates of 5% and 10%, respectively, which were
established by rules promulgated by the Securities and Exchange
Commission and therefore are not intended to forecast possible future
appreciation, if any, of J Net's Common Stock price.
(2) Total options granted include options to purchase an aggregate of
137,500 shares of Common Stock granted to the Board of Directors.
(3) As a member of the Board of Directors on June 30, 2001, Mr. Tessler was
automatically granted an option to purchase 27,500 shares of Common
Stock on such date. Pursuant to the 1992 Incentive and Non-qualified
Stock Option Plan, the exercise price for each June 30 automatic grant
will be the fair market value of the Common Stock on the following
September 30. For purposes of computing the potential realizable value
of stock price appreciation for Mr. Tessler's option grant, an exercise
price of $4.00, representing the fair market value of the Common Stock
on September 28, 2001 was used.
(4) Such options vested fully on November 22, 2000 due to termination of
employment.
Option Exercises and Fiscal Year-End Values
___________________________________________
The following table summarizes information with respect to the exercise
of options to purchase Common Stock of J Net during the last fiscal year by
each of the Named Executives and the value of unexercised options held by
each of them as of the end of fiscal 2001. None of the Named Executives
exercised any options during fiscal 2001.
AGGREGATED OPTION EXERCISES IN FISCAL 2001
AND FISCAL YEAR-END OPTION VALUES
Number of Shares
Underlying Unexercised Value of Unexercised
Shares Options at Fiscal In-the-Money Options
Acquired Value Year-End (#) at Fiscal Year-End ($)
on Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable (1)
__________ ___________ _________ _______________________ ______________________
(1) Based on the closing price of $4.04 for J Net's Common Stock on the New
York Stock Exchange on June 29, 2001.
(2) The termination of Messrs. Congdon and Torkar resulted in accelerated
vesting of 45,000 options each. The original vesting dates were 30,000
on June 30, 2001 and 15,000 on August 25, 2001 for each of Messrs.
Congdon and Torkar. On November 22, 2000, Messrs. Congdon and Torkar
received 11,918 options each which were immediately vested and expire
on November 22, 2002.
Director Compensation
_____________________
Directors who are not salaried employees of the Company receive annual
fees of $32,000. In addition, a director who serves as a member of the
Compensation Committee and/or Audit Committee is entitled to receive $10,800
and $7,200, respectively, per year. For the fiscal year ended June 30, 2001,
Messrs. Markin, Hirschfield and McDonald received aggregate fees of $50,000,
$50,000 and $42,800, respectively. Mr. Freedman, who joined as a
director in June 2001, did not receive any compensation in fiscal
2001 for services. Mr. Tessler, who serves as Chairman of the Board and
Chief Executive Officer of the Company, receives $50,000 per year as fees.
Mr. Tessler receives no salary from the Company for his services as Chief
Executive Officer.
The 1992 Incentive and Non-qualified Stock Option Plan (the "1992 Plan")
provides that each individual who is a member of the Board of Directors on
June 30 of any year, including any future director on any such date, will
automatically be granted a nonqualified option to purchase 27,500 shares of
Common Stock on each such June 30. The exercise price for each June 30 grant
will be 100% of the fair market value of the Common Stock on the following
September 30. Each option granted to a director will become exercisable
after September 30 of each year and expire five years from the date of grant.
On June 30, 2001 options to purchase an aggregate of 137,500 shares of Common
Stock (27,500 each to Messrs. Tessler, Hirschfield, Freedman, Markin and
McDonald) were automatically granted at an exercise price of $4.00 per share
pursuant to the terms of the 1992 Plan.
Employment Agreements
_____________________
On February 29, 2000, Mr. Kornstein and the Company mutually agreed that
his employment and position on the Board or Directors would terminate on that
date. On March 10, 2000 pursuant to the terms of Mr. Kornstein's employment
agreement and a Termination Agreement, the Company paid $2,906,419 to
Mr. Kornstein for severance and accrued vacation costs. In addition, a
consulting agreement between the Company and Mr. Kornstein was executed. For
the period of March 1, 2000 through April 30, 2000 Mr. Kornstein received
payments of $60,417 pursuant to the terms of the Consulting Agreement.
The Company entered into employment agreements with George Congdon, the
former Senior Vice President-Operations and Bob Torkar, the former Senior
Vice President-Finance in June 2000. On November 22, 2000, concurrent with
the closing of the sale of the Company's Gaming Machine Route Operations and
their respective employment agreements, Mr. Congdon and Mr. Torkar were paid
for severance and accrued vacation of $628,257 and $609,135, respectively.
Mr. Congdon and Mr. Torkar also received bonus payments pursuant to their
employment agreements of $59,589 each and received stock options of 11,918
each with an exercise price of $6.63 per share. Such options vested
immediately and expire on November 22, 2002. In addition, all other options
previously granted to Messrs. Congdon and Torkar, which were unvested at the
time of their termination, became immediately vested and exercisable. All
such options expire on the earlier of the original expiration date or
November 22, 2002.
On September 1, 2000 the Company entered into an employment agreement
with Mr. Hobbs. Pursuant to the employment agreement, Mr. Hobbs is employed
as President. The employment term commenced as of June 21, 2000 and will
expire on June 21, 2003. Mr. Hobbs receives an annual base salary of
$300,000. Mr. Hobbs' employment agreement entitles him to participate in an
incentive bonus plan payable by the Company on such terms and conditions as
determined by the Board or the Compensation Committee, in any event, not to
exceed 50% of his base salary. In addition, Mr. Hobbs was granted a non-
qualified option to purchase up to 300,000 shares of the Company's Common
Stock. The option has an exercise price of $13.125 per share and shall vest
as follows: 100,000 shares on June 21, 2001; 100,000 shares on June 21, 2002
and 100,000 shares on June 21, 2003. In addition, the option will vest
immediately if the Company terminates Mr. Hobbs' employment without cause or
if Mr. Hobbs terminates his employment for good reason. Mr. Hobbs' employment
may be terminated for cause, without cause, by voluntary resignation, death
or disability. If Mr. Hobbs' employment is terminated by the Company without
cause, he shall be entitled to payment of all base salary earned but unpaid,
any accrued but unused vacation pay, all expenses not yet reimbursed and all
other benefits earned, accrued and owing (including any incentive bonus
earned for the applicable fiscal year), plus equal monthly payments in an
amount equal to his monthly rate of base salary plus the amount of any
incentive bonus paid to him the prior fiscal year, annualized, divided by
twelve, for a period the greater of twelve months or the remaining term of
his employment with the Company. If he terminates his employment for good
reason, such amount will be paid in one lump sum. Pursuant to Mr. Hobbs'
agreement, he has the right to buy $2 million of the Company's Convertible
Subordinated Notes and to have the Company loan him $1 million to do so. Mr.
Hobbs is beneficial owner of $2 million of the Company's Convertible
Subordinated Notes under a separate agreement with an unrelated party and no
loan exists between the Company and Mr. Hobbs.
Steven L. Korby, Executive Vice President and Chief Financial Officer,
is employed pursuant to an employment agreement entered into on October 1,
2000. The employment term commenced as of June 21, 2000 and will expire on
June 21, 2003. Mr. Korby receives an annual base salary of $250,000. Mr.
Korby's employment agreement entitles him to participate in an incentive
bonus plan payable by the Company on such terms and conditions as determined
by the Board or the Compensation Committee, in any event, not to
exceed 50% of his base salary. In addition, Mr. Korby was granted a non-
qualified option to purchase up to 200,000 shares of the Company's Common
Stock. The option has an exercise price of $13.125 per share and shall vest
as follows: 66,666 shares on June 21, 2001; 66,667 shares on June 21, 2002
and 66,667 shares on June 21, 2003. In addition, the option will vest
immediately if the Company terminates Mr. Korby's employment without cause or
if Mr. Korby terminates his employment for good reason. Mr. Korby's
employment may be terminated for cause, without cause, by voluntary
resignation, death or disability. If Mr. Korby's employment is terminated by
the Company without cause, he shall be entitled to payment of all base salary
earned but unpaid, any accrued but unused vacation pay, all expenses not yet
reimbursed and all other benefits earned, accrued and owing (including any
incentive bonus earned for the applicable fiscal year), plus equal monthly
payments in an amount equal to his monthly rate of base salary plus the
amount of any incentive bonus paid to him the prior fiscal year, annualized,
divided by twelve, for a period the greater of twelve months or the remaining
term of his employment with the Company. If he terminates his employment for
good reason, such amount will be paid in one lump sum. Pursuant to Mr.
Korby's agreement, he executed his right to buy $500,000 of the Company's
Convertible Subordinated Notes. The Company loaned Mr. Korby $250,000
to purchase the Notes.
Compensation Committee Interlocks and Insider Participation
___________________________________________________________
The Compensation Committee consists of three non-employee directors.
Currently the members of the Compensation Committee are Messrs. Freedman,
Markin and McDonald. See Item 13, Certain Relationships and Related
Transactions, for a description of transactions and agreements in which
members of the Compensation Committee and their associates were involved.
None of the executive officers of J Net serves as a director of another
corporation in a case where an executive officer of such other corporation
serves as a director of J Net.
Item 12. Security Ownership of Certain Beneficial Owners and Management
______________________________________________________________
The following table sets forth as of October 19, 2001, certain
information regarding the shares of Common Stock beneficially owned by (i)
each beneficial holder of more than five percent of the outstanding shares of
Common Stock ("Beneficial Holder"), (ii) each director, (iii) each Named
Executive, and (iv) all directors and executive officers of J Net as a group.
OWNERSHIP OF J NET COMMON STOCK
Amount and Nature
Name of Beneficial Holder, of Beneficial
Director, Named Executive Ownership of Percent
or Identity of Group Common Stock (1) of Class (1)
_________________________________________ __________________ ____________
Beneficial Holders:
___________________
Gabelli Funds, Inc. (2) 1,385,600 10.68%
Highfields Capital Management (3) 842,900 6.59%
Don R. Kornstein 812,500 6.26%
Gilbert Global Equities (4) 744,186 5.73%
Allan R. Tessler (5) 695,527 5.36%
David R. Markin (5) 651,366 5.02%
Directors other than Mr. Markin and
Mr. Tessler
___________________________________
Alan J. Hirschfield (6) 478,779 3.69%
Robert L. McDonald, Sr. 321,484 2.48%
Eugene M. Freedman 27,500 *
Named Executives other than Mr. Tessler
_______________________________________
Mark W. Hobbs 294,046 2.27%
Steven L. Korby 113,177 *
George Congdon 126,918 *
Bob Torkar 121,918 *
All directors and executive
officers as a group (9 persons) 2,830,715 21.81%
_______________________________________________________________________________
* less than one percent
(1) Includes shares of Common Stock which may be acquired upon the
exercise of vested options held by the following: Mr. Tessler
(167,500), Mr. Hirschfield (132,500), Mr. Freedman (27,500), Mr.
Kornstein (812,500), Mr. Markin (217,500), Mr. McDonald (217,500),
Mr. Congdon (126,918), Mr. Torkar (121,918) and all current directors
and executive officers as a group (929,166). Excludes shares of
Common Stock which may be acquired upon the exercise of unvested
options held by the following: Mr. Hirschfield (100,000), Mr. Markin
(100,000), Mr. McDonald (100,000), Mr. Hobbs (200,000) and Mr. Korby
(133,334) and all directors and executive officers as a group
(633,334). The nature of the beneficial ownership for all the shares
is sole voting and investment power.
(2) Based solely upon a Schedule 13D dated May 21, 2001, which was filed
by Mario J. Gabelli and various entities which Mr. Gabelli directly
or indirectly controls or for which he acts as chief investment
officer. The address of Gabelli Funds, Inc. is One Corporate
Center, Rye, NY 10580.
(3) Based solely upon a Schedule 13G dated March 17, 2000 by Highfields
Capital Management.
(4) Includes shares resulting from assumed conversion of Convertible
Subordinated Promissory Notes.
(5) Includes 279,070 and 186,047 shares attributable to conversion of
Convertible Subordinated Promissory Notes for Messrs. Tessler and
Markin, respectively.
(6) Includes 116,279 shares attributable to conversion of Convertible
Subordinated Promissory Notes. Excludes 69,767 shares attributable to
conversion of Convertible Subordinated Promissory Notes issued to
adult relatives of Mr. Hirschfield which are not controlled by Mr.
Hirschfield, or by an entities controlled by Mr. Hirschfield.
Item 13. Certain Relationships and Related Transactions
______________________________________________
Robert L. McDonald, Sr., a director of J Net, is a senior partner in the
law firm of McDonald Carano Wilson McCune Bergin Frankovich & Hicks LLP
("McDonald Carano"), counsel to J Net. In addition, A. J. Hicks, a partner
in McDonald Carano is the Secretary of J Net. For the fiscal year ended
June 30, 2001, the amount of fees paid by the Company to McDonald Carano,
based on representation provided by McDonald Carano to the Company, did not
exceed 5% of the gross revenues of such firm for its last full fiscal year.
The Company believes that the fees for the services provided by McDonald
Carano were at least as favorable to the Company as the fees for such
services from unaffiliated third parties.
In June 2000, the Company issued $6,250,000 of Convertible Subordinated
Promissory Notes (the "Notes") to Messrs. Tessler, Markin, and Hirschfield,
directors of the Company, or to entities controlled by these individuals
or their adult children. In addition, officers and employees of the
Company purchased $3,750,000 of Notes between June 2000 and October 2000.
he principal amount of the Notes are payable on March 31, 2007 and bears
interest at 8% per annum, payable on a quarterly basis and may not be
prepaid in whole or in part by the Company. Such terms are identical to
Notes issued to unrelated parties.
In connection with the purchase of $500,000 of Notes, the Company lent Mr.
Korby $250,000 pursuant to a three year secured promissory which bears
interest at 8% per annum. The loan is secured by the Note as collateral.
Mr. Hobbs is a beneficial owner of $2,000,000 of Notes pursuant to an
agreement with Mariner LLC, an unrelated entity that purchased $4,000,000
of Notes in October 2000. Under the arrangement, Mr. Hobbs obtains full
economic benefit with respect to $1,000,000 of the Notes, including
interest thereon and potential upside conversion to common stock and the
sale thereof. WIth respect to the additional $1,000,000, Mr. Hobbs obtained
potential upside upon conversion to common stock and the sale thereof. Mr.
Hobbs is at risk in the event of default on the two million dollar original
purchase price and has pledged his limited partnership interests in Mariner
GP, LP as collateral against such default.
Mr. Tessler, Chairman and Chief Executive Officer of the Company, owns
approximately 15% of J Net Venture Partners LLC (the "Manager"), the
managing member of Venture I. The Manager is to be paid a fee from Venture
I equal to 20% of the profits, if any of Venture I after the accumulation
of a preferred return to the investors of Venture I. Following the
accumulation of a 35% internal rate of return, the 20% increases to 35%.
The Company, which is obligated to advance certain expenses of the Manager
will never own less than 51% of the Manager. There were no profits in
Venture I during the twelve months ended June 30 , 2001 and accordingly, no
profits were paid to Mr. Tessler.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment No. 1 to Form 10-K to be signed
on its behalf by the undersigned thereunto duly authorized.
J NET ENTERPRISES, INC.
(Registrant)
By: /s/ Steven L. Korby
____________________________
STEVEN L. KORBY
Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Date: October 26, 2001