10-K/A 1 y66972e10vkza.txt AMENDMENT TO FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (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, 2002 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 AUTHENTIDATE HOLDING CORP. (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 None Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, par value $.001 per share (Title of class) [Cover Page 1 of 2 Pages] 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, 2002 were $16,642,904. On September 17, 2002, the aggregate market value of the voting stock of Authentidate Holding Corp. (consisting of Common Stock, $.001 par value) held by non-affiliates of the Registrant (approximately 19,328,810 shares) was approximately $45,422,703.50 based on the closing price for such Common Stock ($2.35) on said date as reported by the Nasdaq National Market System. APPLICABLE ONLY TO CORPORATE REGISTRANTS On September 27, 2002, there were 19,972,480 shares of Common Stock, $.001 par value, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None -------------------------- EXPLANATORY NOTE On September 30, 2002, Authentidate Holding Corp. filed its Annual Report on Form 10- K for the fiscal year ended June 30, 2002. This Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended June 30, 2002 is being filed in order to correct the information disclosed under Item 13 pertaining to the outstanding principal amount due on our loans to our Chief Executive Officer. This amendment does not reflect events occurring after the original filing of the Annual Report on Form 10-K or modify or update those disclosures as presented in the original Form 10-K, except to reflect the changes as described above. [Cover Page 2 of 2 Pages] ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Except as disclosed herein, we have not entered into any material transactions or series of similar transactions with any director, executive officer or any security holder owning 5% or more of our Common Stock. We have entered into certain loan and security arrangements involving Mr. John T. Botti, our Chairman and Chief Executive Officer, principally relating to certain obligations to financial institutions secured by Mr. Botti's stock in AHC. We initially established these arrangements in 2001, and have agreed to certain modifications in February, 2002, as described below. In January, 2001, we made a loan of $317,000 to Mr. Botti so as to enable him to avoid a margin call on the shares of AHC common stock owned by him that were held in a brokerage account as the Board of Directors believed that failing to do so would have a material adverse impact on the market price of its stock (the "2001 Loan"). The 2001 Loan was collateralized d by a lien on all of the shares of AHC owned by Mr. Botti, as well as shares issuable to Mr. Botti upon the exercise of stock options granted to him. As of February 14, 2002, we agreed to loan an additional amount of $203,159.07 to Mr. Botti, which loan was also collateralized by a lien on all of shares of AHC owned by Mr. Botti or issuable to him (the "2002 Loan"). The 2001 Loan bears interest at the rate of 9% per annum and is due on January 5, 2003. The 2002 Loan bears interest at the rate of 6% per annum and is being repaid in bi-weekly installments of $5,000. In connection with the transactions described above, Mr. Botti pledged to us the shares of AHC stock currently owned by him or that he may later acquire upon the exercise of options. AHC's interest has been perfected as to 409,341 shares of Common Stock of AHC owned (beneficially and of record) by Mr. Botti and options to purchase 1,334,668 shares of Common Stock of AHC. The pledge additionally extends to any proceeds realized by Mr. Botti from the sale of the pledged securities. Mr. Botti has provided information demonstrating that the pledged assets are sufficient to cover his outstanding obligations to us. We have been advised that the proceeds of both loans have been applied in full in order to satisfy indebtedness incurred by Mr. Botti to these financial institutions. The 2001 Loan was necessitated by primarily a decline in the market price of the common stock of AHC. The 2002 Loan was primarily necessitated by the need for Mr. Botti to repay certain indebtedness arising out of private business investments. The loans were made following a determination that they were in the best interests of AHC and our shareholders in order to avoid the adverse effects of a substantial forced sale of Mr. Botti's stock in AHC by his creditors. The determination for the 2002 loan was made by the Compensation Committee as a result of the pressure on our stock price, margin calls faced by Mr. Botti and other considerations. The 2001 loan was approved by the Board of Directors. As of June 30, 2002, the aggregate outstanding principal balance on our loans to Mr. Botti was $507,431. As of September 30, 2002, the aggregate outstanding balance on our loans to Mr. Botti was $474,744. 1 For information concerning employment agreements with, and compensation of, our executive officers and directors, see "MANAGEMENT -- Executive Compensation." 2 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. AUTHENTIDATE HOLDING CORP. By: /s/John T. Botti -------------------------------- John T. Botti President, Chairman of the Board and Chief Executive Officer Dated: December 16, 2002 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 December 16, 2002 ------------------------ of the Board and Chief John T. Botti Executive Officer /s/Ira C. Whitman Senior Vice President December 16, 2002 ------------------------ and Director Ira C. Whitman /s/Robert Van Naarden Director and December 16, 2002 ------------------------ Chief Executive Officer Robert Van Naarden Of Authentidate, Inc. /s/Steven A. Kriegsman Director December 16, 2002 ---------------------- Steven A. Kriegsman /s/J. Edward Sheridan Director December 16, 2002 ---------------------- J. Edward Sheridan /s/Charles C. Johnston Director December 16, 2002 ---------------------- Charles C. Johnston /s/Dennis H. Bunt Chief Financial December 16, 2002 ------------------------ Officer and Principal Dennis H. Bunt Accounting Officer /s/ Thomas Franceski Vice President - December 16, 2002 ---------------------- Technology Products Group Thomas Franceski
3 CERTIFICATIONS I, John T. Botti, Chief Executive Officer of Authentidate Holding Corp. certify that: 1. I have reviewed this Amendment to the Annual Report on Form 10-K/A of Authentidate Holding Corp.; and 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 by this annual report. Date: December 16, 2002 /s/ John T. Botti ------------------------------- John T. Botti Chief Executive Officer Authentidate Holding Corp. 4 CERTIFICATIONS I, Dennis H. Bunt, Chief Financial Officer of Authentidate Holding Corp. certify that: 1. I have reviewed this Amendment to the Annual Report on Form 10-K/A of Authentidate Holding Corp.; and 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 by this annual report. Date: December 16, 2002 /s/ Dennis H. Bunt ------------------------------ Dennis H. Bunt Chief Financial Officer Authentidate Holding Corp. 5