-----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, BI4m3wZzJkQARgYgOKn6Z6O1YaMSmGxDHOUiiMXUhKUpNFT2iKy9EOmuShVu+Drg Dsd8kzTbgTO9U/bCWpC/Mw== /in/edgar/work/0000950123-00-009338/0000950123-00-009338.txt : 20001016 0000950123-00-009338.hdr.sgml : 20001016 ACCESSION NUMBER: 0000950123-00-009338 CONFORMED SUBMISSION TYPE: 10KSB/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20001013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BITWISE DESIGNS INC CENTRAL INDEX KEY: 0000885074 STANDARD INDUSTRIAL CLASSIFICATION: [3571 ] IRS NUMBER: 141673067 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10KSB/A SEC ACT: SEC FILE NUMBER: 000-20190 FILM NUMBER: 739399 BUSINESS ADDRESS: STREET 1: BLDG 50 ROTTERDAM INDUSTRIAL PK CITY: SCHENECTADY STATE: NY ZIP: 12306 BUSINESS PHONE: 5183569741 MAIL ADDRESS: STREET 1: BLDG 50 ROTTERDAM INDUSTRIAL PARK CITY: SCHENECTADY STATE: NY ZIP: 12306 10KSB/A 1 y40704a1e10ksba.txt BITWISE DESIGNS, INC. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB/A AMENDMENT NO. 1 (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE [X] SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended June 30, 2000 [ ] 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 No. 0-20190 BITWISE DESIGNS, INC. (Exact Name of Issuer as Specified in Its Charter) Delaware 14-1673067 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2165 Technology Drive Schenectady, N.Y. 12308 (Address of principal executive offices) (Zip Code) Issuer's telephone number, including area code (518) 346-7799 Securities registered pursuant to Section 12(b) of the Exchange Act: Name of Each Exchange on Title of Each Class Which Registered Common Stock, $.001 par value Pacific Stock Exchange Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, $.001 par value (Title of class) (Title of class) [Cover Page 1 of 2 Pages] 2 Check whether Issuer (1) has 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 pursuant 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. [ ] The Issuer's revenues for its most recent fiscal ended June 30, 2000 were $15,289,738. On September 25, 2000, the aggregate market value of the voting stock of Bitwise Designs, Inc. (consisting of Common Stock, $.001 par value) held by non-affiliates of the Registrant (approximately 14,035,536 shares) was approximately $60,215,435.31 based on the closing price for such Common Stock ($4.0625) on said date as reported by the Nasdaq National Market System. APPLICABLE ONLY TO CORPORATE REGISTRANTS On September 25, 2000, there were 14,822,261 shares of Common Stock, $.001 par value, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None [Cover Page 2 of 2 Pages] 3 Table of Contents
PART I PAGE ---- Item 1. Business 1 Item 2. Properties 15 Item 3. Legal Proceedings 15 Item 4. Submission of Matters to a Vote of Security Holders 15 PART II Item 5. Market For the Company's Common Equity and Related Stockholder 16 Matters Item 6. Selected Financial Data 18 Item 7. Management's Discussion and Analysis of Financial Condition and 19 Results of Operations Item 8. Financial Statements and Supplemental Data 25 Item 9. Changes in and Disagreements With Accountants on Accounting 25 and Financial Disclosure PART III Item 10. Directors and Executive Officers of the Company 26 Item 11. Executive Compensation 30 Item 12. Security Ownership of Certain Beneficial Owners and 35 Management Item 13. Certain Relationships and Related Transactions 37 PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 37 8-K
iii 4 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information as of September 25, 2000 with respect to (i) each director and each executive officer, (ii) all directors and officers as a group, and (iii) the persons (including any "group" as that term is used in Section l3(d)(3) of the Securities Exchange Act of l934), known by the Corporation to be the beneficial owner of more than five (5%) percent of the Corporation's Common Stock and Series A Preferred Stock.
TYPE OF NAME AND ADDRESS OF AMOUNT AND NATURE PERCENTAGE CLASS BENEFICIAL HOLDER OF BENEFICIAL OF CLASS OWNERSHIP (1) (*) Common John T. Botti 1,474,391 (2) 9.3% c/o Bitwise Designs 2165 Technology Drive Schenectady, NY 12308 Common Ira C. Whitman 610,381 (3) 4.1% c/o Bitwise Designs 2165 Technology Drive Schenectady, NY 12308 Common Steven Kriegsman 40,000 (4) 0.3% c/o Bitwise Designs 2165 Technology Drive Schenectady, NY 12308 Common Dennis Bunt 52,883 (5) 0.4% c/o Bitwise Designs 2165 Technology Drive Schenectady, NY 12308 Common J. Edward Sheridan 50,000 (9) 0.3% c/o Bitwise Designs 2165 Technology Drive Schenectady, NY 12308 Common Charles Johnston 118,570 (6) 0.8% c/o Bitwise Designs 2165 Technology Drive Schenectady, NY 12308 Common Nicholas Themelis 131,500 (7) 0.9% c/o Bitwise Designs 2165 Technology Drive Schenectady, NY 12308 Common Robert Van Naarden 0 (8) 0% c/o Bitwise Designs 2165 Technology Drive Schenectady, NY 12308 Common Gateway Network LLC 818,954 (12) 5.4% and Affiliates 165 EAB Plaza Uniondale, NY 11556 Common Tami Skelly, 802,865 (12) 5.3% Family Members and Affiliates 218 Royal Palm Way Palm Beach, FL 33480 Series A John T. Botti 100 (10) 50% Preferred c/o Bitwise Designs Stock 2165 Technology Drive Schenectady, NY 12308 Series A Ira C. Whitman 100 (11) 50% Preferred c/o Bitwise Designs Stock 2165 Technology Drive Schenectady, NY 12308 Directors/Officers as a group 2,447,725 14.9% (2)(3)(4)(5)(6)(7)(8)
5 - --------------------- (1) Unless otherwise indicated below, each director, officer and 5% shareholder has sole voting and sole investment power with respect to all shares that he beneficially owns. (2) Includes vested stock options to purchase 1,065,000 shares of Common Stock. (3) Includes vested stock options to purchase 225,000 shares of Common Stock. (4) Includes vested options to purchase 40,000 shares of Common Stock. (5) Includes vested options to purchase 51,000 shares of Common Stock and excludes nonvested options to purchase 25,000 shares of Common Stock. Includes 1,000 shares of Common Stock owned by Mr. Bunt's wife. (6) Includes vested options to purchase 60,000 shares of Common Stock. (7) Includes vested options to purchase 100,000 shares of Common Stock and excludes 150,000 non-vested options. (8) Excludes 200,000 non-vested options. (9) Includes vested options to purchase 50,000 shares of Common Stock. (10) See footnote (2). Each share of Series A Preferred Stock is entitled to ten (10) votes per share. (11) See footnote (3). Each share of Series A Preferred Stock is entitled to ten (10) votes per share. (12) Includes 300,000 shares of common stock issuable upon the exercise of Series B Warrants and 146,667 shares of common stock issuable upon the conversion of shares of Series B Preferred Stock. * Based on 14,822,261 shares of Common Stock outstanding as of September 25, 2000. 6 SIGNATURES 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. BITWISE DESIGNS, INC. By: /s/ John T. Botti ------------------------------- John T. Botti President, Chairman of the Board and Chief Executive Officer Dated: October 11, 2000 Pursuant to the requirements of the Securities Act of 1933, this Report has been signed below by the following persons in the capacities and on the dates indicated: Signature Capacity Date --------- -------- ---- /s/ John T. Botti President, Chairman October 11, 2000 - --------------------------- of the Board and Chief John T. Botti Executive Officer /s/ Ira C. Whitman Senior Vice President October 11, 2000 - --------------------------- and Director Ira C. Whitman /s/ Nicholas Themelis Vice President, Chief October 11, 2000 - --------------------------- Technology Officer Nicholas Themelis and Director /s/ Robert Van Naarden Director and October 11, 2000 - --------------------------- Chief Executive Officer Robert Van Naarden of Authentidate, Inc. /s/ Steven A. Kriegsman Director October 11, 2000 - --------------------------- Steven A. Kriegsman /s/ J. Edward Sheridan Director October 11, 2000 - --------------------------- J. Edward Sheridan /s/ Charles C. Johnston Director October 11, 2000 - --------------------------- Charles C. Johnston /s/ Dennis H. Bunt Chief Financial October 11, 2000 - --------------------------- Officer and Principal Dennis H. Bunt Accounting Officer -----END PRIVACY-ENHANCED MESSAGE-----