UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
---------------
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 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 0-29794
PUBLICARD, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-0991870
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
620 FIFTH AVENUE, 7TH FLOOR, NEW YORK, NY 10020
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (212) 651-3102
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
NONE NONE
Securities Registered Pursuant To Section 12(g) of the Act
COMMON STOCK ($.10 PAR VALUE)
RIGHTS TO PURCHASE CLASS A PREFERRED STOCK, FIRST SERIES
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 [X] No[ ].
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). 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.________
AS OF JUNE 28, 2002, THE AGGREGATE MARKET VALUE OF THE VOTING COMMON STOCK HELD
BY NON-AFFILIATES OF THE REGISTRANT WAS APPROXIMATELY $3,890,000.
NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AS OF APRIL 28, 2003: 24,440,902
Documents Incorporated By Reference: NONE
PART III
Items 10, 11, 12 and 13 are hereby amended in their entirety as
follows:
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Company currently has six directors, all of whom were elected at
the Annual Meeting of Shareholders held on December 17, 2002. All directors
serve until the next election of directors or until their successors have been
elected and have qualified. There is no family relationship between any of the
directors and executive officers of the Company.
Set forth below as to each director of the Company is information
regarding age (as of April 15, 2003), position with the Company, principal
occupation, business experience, period of service as a director of the Company
and directorships currently held.
HARRY I. FREUND: Age 63; Director of PubliCARD since April 12, 1985,
Chairman of the Board of Directors since December 1985 and Chairman of PubliCARD
since October 1998. Mr. Freund has been Chairman of Balfour Investors Inc., a
merchant-banking firm that had previously been engaged in a general brokerage
business ("Balfour"), since 1975. Mr. Freund is also Vice Chairman of Glasstech,
Inc.
JAY S. GOLDSMITH: Age 59; Director of PubliCARD since April 12, 1985,
Vice Chairman of the Board of Directors since December 1985 and Vice Chairman of
PubliCARD since October 1998. Mr. Goldsmith has been President of Balfour since
1975. Mr. Goldsmith is also Chairman of Glasstech, Inc. and a director of
Atalanta/Sosnoff Capital Corporation.
ANTONIO L. DELISE: Age 42; Director of PubliCARD since July 9, 2001.
Mr. DeLise joined the Company in April 1995 as Vice President, Chief Financial
Officer and Secretary. He was appointed to the Board of Directors in July 2001
and was elected to the additional posts of President in February 2002 and Chief
Executive Officer in August 2002. Prior to joining the Company, Mr. DeLise was
employed as a senior manager with the firm of Arthur Andersen LLP from July 1983
through March 1995.
CLIFFORD B. COHN: Age 51; Director of PubliCARD since July 31, 1980,
and was Vice President of Government Affairs of PubliCARD from April 1, 1982 to
November 20, 1984. Mr. Cohn is the principal of Cohn & Associates, a law firm in
Philadelphia, Pennsylvania. Mr. Cohn was an attorney for Grayson & Goldin P.C.,
a law firm in Philadelphia, Pennsylvania, during 2002.
L. G. SCHAFRAN: Age 64; Director of PubliCARD since December 3, 1986.
Mr. Schafran is the Managing General Partner of L.G. Schafran & Associates, an
investment and development firm established in 1984. Mr. Schafran is a Director
of Tarragon Realty Investors, Inc., Chairman of the Board and Co-Chief Executive
Officer of Delta-Omega Technologies, Inc., Co-Liquidating Trustee of the Banyan
Strategic Realty Trust and Director of Worldspace, Inc.
EMIL VOGEL: Age 59; Director of PubliCARD since October 5, 2001. Mr.
Vogel has been the Senior Partner and founder of Tarnow Associates ("Tarnow")
since 1982. Prior to founding Tarnow, Mr. Vogel spent nine years with an
executive search firm in the New York City metropolitan area conducting senior
level search assignments. Mr. Vogel is also a director of Q.E.P. Co., Inc.
The information with respect to the executive officers of the Company
required by this item is set forth in Item 1A of this Form 10-K.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and officers and persons who
own more than 10 percent of a registered class of the Company's equity
securities, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission (the "SEC"). Officers, directors and greater
than 10% shareholders are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file. To the Company's knowledge,
based solely upon the Company's review of the copies of such forms received by
it during the fiscal year ended December 31, 2002 and representations that no
other reports were required, the Company believes that each person who, at any
time during such fiscal year, was a director, officer or, to the
1
Company's knowledge, beneficial owner of more than 10% of the Company's common
stock complied with all Section 16(a) filing requirements during such fiscal
year, except for one late Form 4 report for Clifford Cohn filed on December 31,
2002 relating to several December 2002 transactions.
ITEM 11. EXECUTIVE COMPENSATION
The following tables set forth information concerning the cash
compensation, stock options and retirement benefits provided to the Company's
executive officers. The notes to these tables provide more specific information
concerning compensation.
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION ALL OTHER
------------------- OPTIONS/SARs
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($)(1) (#)(2) COMPENSATION ($)
--------------------------- ------- --------- ----------- ------------ ---------------
Harry I. Freund (3).............. 2002 170,833 - - -
Chairman of the Board of 2001 275,000 - 800,000(8) 15,000(6)
Directors and Chairman 2000 312,500 - 200,000 15,000(6)
Jay S. Goldsmith (3)............. 2002 170,833 - - -
Vice Chairman of the Board of 2001 275,000 - 800,000(8) 22,966(6)
Directors and Vice Chairman 2000 312,500 - 200,000 22,966(6)
Jan-Erik Rottinghuis (4)......... 2002 54,167 16,667 - -
Former President, Chief 2001 325,000 100,000 800,000(8) 13,822(6)
Executive Officer and Director 2000 342,750 100,000 230,000 5,604(6)
Antonio L. DeLise (5)............ 2002 262,500 40,000 - 8,380(7)
President, Chief Executive 2001 250,000 50,750 270,000(8) 7,159(7)
Officer, Chief Financial Officer 2000 250,000 78,875 107,500 6,549(7)
and Secretary
----------------
(1) Reflects bonus earned during the fiscal year. In some instances, all
or a portion of the bonus was paid during the next fiscal year.
(2) Options to acquire shares of Common Stock.
(3) Effective March 1, 2002, the annual salary of each of Messrs. Freund
and Goldsmith was reduced to $150,000.
(4) Mr. Rottinghuis was appointed President and Chief Executive Officer of
the Company by the Company's Board of Directors on November 5, 1999,
effective early in 2000. In February 2002, Mr. Rottinghuis resigned as
President and Chief Executive Officer of the Company and from
PubliCARD's Board of Directors.
(5) Mr. DeLise has served as Chief Financial Officer since April 1995 and
was appointed to the additional posts of President in February 2002 and
Chief Executive Officer in August 2002.
(6) Represents life insurance premiums paid on behalf of Mr. Freund, Mr.
Goldsmith and Mr. Rottinghuis.
(7) Consists of $5,100, $5,250 and $5,500 in contributions to PubliCARD's
401(k) plan for 2000, 2001 and 2002, respectively, and $1,449, $1,909
and $2,880 for term life and disability insurance payments paid on
behalf of Mr. DeLise for 2000, 2001 and 2002, respectively.
(8) Includes stock options granted pursuant to a 2001 stock option
cancellation and re-pricing program (See "Stock Option Agreements") in
the amount of 500,000 to Mr. Freund, 500,000 to Mr. Goldsmith, 800,000
to Mr. Rottinghuis, and 95,000 to Mr. DeLise.
OPTION GRANTS IN LAST FISCAL YEAR
2
During the fiscal year ended December 31, 2002, there were no options
granted to the named executive officers.
AGGREGATE STOCK OPTION EXERCISES IN FISCAL YEAR 2002 AND FISCAL YEAR-END OPTION
VALUES
The following table sets forth certain information as of December 31,
2002 concerning exercisable and unexercisable stock options held by the
following persons:
SHARES NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
ACQUIRED UNEXERCISED OPTIONS AT FISCAL IN-THE-MONEY OPTIONS AT FISCAL
ON VALUE YEAR END YEAR END (1)
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- -------- ----------- ------------- ----------- --------------
Harry I. Freund - - 305,556 194,444 - -
Jay S. Goldsmith - - 305,556 194,444 - -
Jan-Erik Rottinghuis - - - - - -
Antonio L. DeLise - - 243,889 113,611 - -
-----------------
(1) These values are based on the December 31, 2002 closing price for
PubliCARD's common stock on the Nasdaq SmallCap Market of $.15 per share.
STOCK OPTION PLANS
Under the 1993 Long-Term Incentive Plan and the 1993 Non-employee
Director Stock Option Plan adopted by shareholders of the Company in 1994 and
the 1999 Long-Term Incentive Plan and 1999 Stock Option Plan for Non-employee
Directors adopted by shareholders of the Company in 1999, the Company may grant
stock options, restricted stock options, stock appreciation rights, performance
awards and other stock-based awards equivalent to up to 7,300,000 shares of
common stock. As of December 31, 2002, a total of 2,244,325 shares of Common
Stock in the aggregate were available for grant under the stock option plans.
The plans are administered by the Board of Directors and/or the
Compensation Committee of the Board of Directors of the Company. Subject to the
express provisions of the plans, the Compensation Committee or the Board of
Directors, as applicable, has full and final authority to determine the terms of
all awards granted under the plans including (a) the purchase price of the
shares covered by each award, (b) whether any payment will be required upon
grant of the award, (c) the individuals to whom, and the time at which, awards
shall be granted, (d) the number of shares to be subject to each award, (e) when
an award can be exercised and whether in whole or in installments, (f) whether
the exercisability of the awards is subject to risk of forfeiture or other
condition and (g) whether the stock issued upon exercise of an award is subject
to repurchase by the Company, and the terms of such repurchase.
STOCK OPTION AGREEMENTS
In February 2001, the Company concluded a stock option re-pricing
program whereby a total of approximately 3.3 million stock options were
cancelled. Pursuant to the program, employees and directors voluntarily elected
to cancel stock options held with an exercise price that exceeded $4.81 per
share or had been granted within six months of the cancellation date. In return,
the Company granted a total of approximately 3.1 million replacement stock
options on August 20, 2001. The replacement stock options, which were granted
under the Company's stock option plans, generally contain the same terms and
conditions of the cancelled stock options and have an exercise price of $.39 per
share, the closing price of the Company's Common Stock on August 20, 2001.
In January 1996, PubliCARD issued options to Messrs. Cohn and Schafran
to buy a total of 200,000 shares of PubliCARD's Common Stock at an exercise
price of $2.50 per share for five years. In 2000, a total of 40,000 of such
options were exercised. The expiration date on the remaining options was
subsequently extended by five years to January 2006.
3
On November 2, 1999, the Company entered into option agreements with
Mr. Rottinghuis, pursuant to which Mr. Rottinghuis was granted options to
purchase 400,000 shares of Common Stock at an exercise price of $6.75 per share
and up to 400,000 additional shares of Common Stock at an exercise price of
$6.75 per share. In February 2001, the stock options held by Mr. Rottinghuis
were cancelled pursuant to the stock option re-pricing program. Replacement
options were issued to him in respect of such cancelled options on August 20,
2001. In February 2002, Mr. Rottinghuis resigned as President and Chief
Executive Officer of the Company and from PubliCARD's Board of Directors. All of
the options issued to Mr. Rottinghuis were subsequently cancelled.
EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS
On November 2, 1999, the Company entered into an employment agreement
with Mr. Rottinghuis, pursuant to which he began to serve as President and Chief
Executive Officer of the Company, and pursuant to which the Company agreed to
nominate Mr. Rottinghuis to serve on the Company's board of directors. The
employment agreement provided that Mr. Rottinghuis' compensation would consist
of $350,000 per year plus an annual bonus in an amount to be determined by the
Company's board of directors, but not less than $100,000. Effective October 1,
2000, Mr. Rottinghuis' annual salary was reduced to $325,000.
Pursuant to the employment agreement, on November 2, 1999, the Company
issued to Mr. Rottinghuis (i) 200,000 shares of its Common Stock to compensate
him for economic losses he suffered as a result of terminating his prior
employment and (ii) options to acquire 400,000 shares of Common Stock. The
employment agreement also provided that Mr. Rottinghuis would be eligible to
receive an option to acquire 400,000 additional shares of Common Stock, which
would become exercisable upon the achievement of certain performance-based
goals. See "Stock Option Agreements."
The term of Mr. Rottinghuis' employment agreement was three years,
unless sooner terminated in accordance with the terms of the employment
agreement. In February 2002, Mr. Rottinghuis resigned as President and Chief
Executive Officer of the Company and from PubliCARD's Board of Directors.
In August 1987, the Company entered into change of control agreements
with each of Messrs. Freund and Goldsmith, which provide for payments to them
under certain circumstances following a change of control of the Company. These
agreements were not adopted in response to any specific acquisition of shares of
PubliCARD or any other event threatening to bring about a change of control of
the Company. For purposes of the agreements, a change of control is defined as
any of the following: (a) the Company ceasing to be a publicly owned corporation
having at least 2,000 shareholders, (b) any person or group acquiring in excess
of 30% of the voting power of the Company's securities, (c) Messrs. Freund,
Goldsmith, Cohn, DeLise, Schafran and Vogel and any other director designated as
a "Continuing Director" prior to his election as a director by a majority of the
foregoing persons (the "Continuing Directors") ceasing for any reason to
constitute at least a majority of the board of directors, (d) the Company
merging or consolidating with any entity, unless approved by a majority of the
Continuing Directors or (e) the sale or transfer of a substantial portion of
PubliCARD's assets to another entity, unless approved by a majority of the
Continuing Directors.
In the event one of the above-named individuals (a) is terminated as an
employee of the Company for any reason other than conviction of a felony or any
act of fraud or embezzlement, (b) is disabled for six consecutive months or
dies, (c) is not elected and maintained in the office which he now occupies, (d)
is not included by the board of directors in the slate of directors recommended
to shareholders, (e) receives a reduction in his salary or fringe benefits, (f)
experiences a change in his place of employment or is required to travel
excessively or (g) experiences other substantial, material and adverse changes
in conditions under which the individual's services are to be rendered, within
three years following a change of control, the individual will be entitled to
receive in a lump sum within 10 days of the date of discontinuance, a payment
equal to 2.99 times the individual's average annual compensation for the shorter
of (a) the five years preceding the change of control, or (b) the period the
individual received compensation from PubliCARD for personal services. Assuming
a change of control of the Company and the discontinuance of an individual's
services were to occur at the present time, payments in the following amounts,
assuming there are no "excess parachute payments" as defined in the Internal
Revenue Code of 1986 (the "Code"), would be made pursuant to the change of
control agreements: Mr. Freund - $842,000; and Mr. Goldsmith - $842,000. In the
event any such payment, either alone or together with others made in connection
with the individual's discontinuance, is considered to be an excess parachute
payment, the individual is entitled to receive an additional payment in an
amount which, when added to the initial payment, results in a net benefit to the
individual, after giving effect to excise taxes imposed by Section 4999 of the
Code and income taxes on such additional payment, equal to the initial payment
before such additional payment. Since the change of control agreements would
require large cash payments to be made by any person or group effecting a change
of control of PubliCARD, absent the assent of a majority of the Continuing
Directors, these agreements may discourage hostile takeover attempts of
PubliCARD.
4
The change of control agreements would have expired on December 1, 2002
but have been and will continue to be automatically extended for a period of one
year on each December 1, unless terminated by either party prior to any December
1. In the event a change of control occurs while the change of control
agreements are in effect, the term of such agreements will automatically be
extended to three years from the date of the change of control and the foregoing
renewal option will become inapplicable.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
Through September 30, 2000, directors who were not officers of
the Company were paid $2,500 per month for services as directors and, in
addition, $750 per day for each meeting of the board or of shareholders that
they attend without regard to the number of meetings attended each day.
Effective October 1, 2000, the monthly retainer and per diem fees were
suspended. Pursuant to the 1999 Stock Option Plan for Non-employee Directors
adopted by shareholders of the Company in 1999, non-employee directors receive
30,000 options to purchase common stock of the Company in August of each year.
Messrs. Freund and Goldsmith are each party to an agreement with the
Company providing for payments to them under certain circumstances following a
change in control of the Company. See "Employment and Change in Control
Agreements."
The Company and Balfour are parties to a License Agreement, dated as of
October 26, 1994 (the "License Agreement"), with respect to a portion of the
office space leased by the Company in New York City. The Chairman and Vice
Chairman of the Company are the only shareholders of Balfour. The term of the
License Agreement commenced on January 1, 1995 and will expire on June 30, 2004,
unless sooner terminated pursuant to law or the terms of the License Agreement.
The License Agreement provides for Balfour to pay to the Company a portion of
the rent paid by the Company under its lease, including base rent, electricity,
water, real estate tax escalations and operation and maintenance escalations.
Effective March 1, 2002, Balfour's share of rent and other costs was 50% of the
total costs incurred. The base rent payable by Balfour under the License
Agreement is approximately $11,000 per month.
Directors of the Company are elected at each annual meeting of
shareholders to hold office until the next annual meeting of shareholders and
until their respective successors are duly elected and qualified. Executive
officers are elected to hold office until the first meeting of directors
following the next annual meeting of shareholders or until their successors are
sooner elected by the Board and qualified.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors, which consists
entirely of outside directors, reviews the compensation of key employees of the
Company. The present members of the Compensation Committee are Clifford B. Cohn
(Chairman) and L.G. Schafran. See Item 13-"Certain Relationships and Related
Transactions".
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
5
The following information is furnished as of April 15, 2003 with
respect to each class of equity securities of the Company beneficially owned by
each person who owns of record or is known by the Company to own beneficially
more than 5% of the common stock of the Company and by all directors, nominees
and officers and by all directors, nominees and officers as a group. All
information with respect to beneficial ownership has been furnished to the
Company by the respective shareholders of the Company and the directors,
nominees and officers.
BENEFICIAL OWNERSHIP OF SHARES
OF COMMON STOCK AS OF PERCENT OF
NAME POSITION APRIL 15, 2003 (1) CLASS (1)
---- -------- ------------------ -----------
Taube Hodson Stonex N/A 2,735,500(2) 11.2%
Partners Limited
27 St. James Place
London SW1A INR
United Kingdom
Harry I. Freund Director, Chairman of the 886,068(3) 3.6%
Board and Chairman
Jay S. Goldsmith Director, Vice Chairman of 1,097,664(4) 4.4%
the Board and Vice Chairman
Antonio L. DeLise Director, President, Chief 299,778(5) 1.2%
Executive Officer, Chief
Financial Officer and
Secretary
Clifford B. Cohn Director 180,314(6) Less than 1%
L.G. Schafran Director 334,050(7) 1.4%
Emil Vogel Director 112,400(8) Less than 1%
Jan-Erik Rottinghuis (9) Former Director, President 200,000(9) Less than 1%
and Chief Executive Officer
All directors, nominees and 3,097,274(10) 12.0%
officers as a group (7 persons)
-----------------
(1) Calculated in accordance with Rule 13d-3 adopted by the SEC under the
Exchange Act.
(2) Based on statements on Schedule 13G filed with the SEC on October 11, 1999
and on Form 4 filed with the SEC on January 2, 2001. Taube Hodson Stonex
Partners Limited is a discretionary investment advisor to J. Rothschild
Assurance Life Fund, St. James Place International Unit Trust, J.
Rothschild Assurance Pension Fund, J. Rothschild International Assurance
Managed Fund, J. Rothschild International Assurance US$ Managed Fund, TDG
Funds Limited, GAM Worldwide Fund and The Partners Fund. Taube Hodson
Stonex Partners Limited has power to vote and direct the vote and power to
dispose and direct the disposition of shares held by such funds.
(3) Includes 361,111 shares of Common Stock which may be acquired by Mr. Freund
within 60 days. Also includes 5,454 shares of Common Stock held by Mr.
Freund's spouse over which Mr. Freund has shared voting and investment
power but as to which he disclaims any beneficial interest. Also includes
13,000 shares that may be deemed to be owned beneficially by Mr. Freund
which are held by the Balfour Defined Benefit Pension Plan (the "Plan"),
for which Mr. Freund is a Trustee and Plan Administrator and in which he
participates. Mr. Freund disclaims ownership of 5,850 shares of such 13,000
shares.
(4) Includes 361,111 shares of Common Stock which may be acquired by Mr.
Goldsmith within 60 days. Also includes 13,000 shares that may be deemed to
be owned beneficially by Mr. Goldsmith which are held by the Plan, of which
Mr. Goldsmith is a Trustee and Plan Administrator and in which he
participates. Mr. Goldsmith disclaims ownership of 7,280 shares of Common
Stock held by the Plan.
(5) Includes 272,778 shares which may be acquired by Mr. DeLise within 60 days
through the exercise of stock options.
(6) Includes 180,000 shares which may be acquired by Mr. Cohn within 60 days
through the exercise of stock options.
6
(7) Includes 220,000 shares which may be acquired by Mr. Schafran within 60
days through the exercise of stock options. Also includes 114,050 shares of
Common Stock held by Mr. Schafran's spouse as to which Mr. Schafran
disclaims any beneficial interest.
(8) Includes 50,000 shares which may be acquired by Mr. Vogel within 60 days
through the exercise of stock options.
(9) Mr. Rottinghuis became the Company's President and Chief Executive Officer
in early 2000. Pursuant to the employment agreement between Mr. Rottinghuis
and the Company, the Company issued 200,000 shares of Common Stock to Mr.
Rottinghuis on November 2, 1999. See "Employment and Change in Control
Agreements." In February 2002, Mr. Rottinghuis resigned as President and
Chief Executive Officer of the Company and from PubliCARD's Board of
Directors.
(10) Includes 1,445,000 shares of Common Stock which may be acquired by such
persons within 60 days.
The following table sets forth certain equity compensation plan
information for the Company as of December 31, 2002.
NUMBER OF SECURITIES
REMAINING AVAILABLE FOR
FUTURE ISSUANCE UNDER
NUMBER OF SECURITIES TO WEIGHTED-AVERAGE EQUITY COMPENSATION
BE ISSUED UPON EXERCISE EXERCISE PRICE OF PLANS (EXCLUDING
OF OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, SECURITIES REFLECTED IN
WARRANTS AND RIGHTS WARRANTS AND RIGHTS COLUMN (a))
PLAN CATEGORY (a) (b) (c)
------------- ----------------------- -------------------- -----------------------
Equity compensation plans
approved by security
holders 2,939,175 $1.01 2,244,325
Equity compensation plans
not approved by security
holders 363,960 $6.31 -
--------- ------------
Total 3,303,135 $1.59 2,244,325
========= ============
See Item 11-"Executive Compensation" for a description of the Company's
equity compensation plans.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See "Employment and Change in Control Agreements" and "Information
Concerning the Board of Directors" in Item 11 and the notes to the table under
Security Ownership of Certain Beneficial Owners in Item 12 for information with
respect to information required by this Item.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
7
PUBLICARD, INC.
---------------
(Registrant)
Date: April 29, 2003 By: /s/ Antonio L. DeLise
---------------------
Antonio L. DeLise, President,
Chief Executive Officer, Chief Financial
Officer and Director
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.
Date April 29, 2003 By: /s/ ANTONIO L. DELISE
---------------------
Antonio L. DeLise, President,
Chief Executive Officer, Chief Financial
Officer and Director
Date April 29, 2003 By: /s/ CLIFFORD B. COHN
--------------------
Clifford B. Cohn, Director
Date April 29, 2003 By: /s/ HARRY I. FREUND
-------------------
Harry I. Freund, Chairman and Director
Date April 29, 2003 By: /s/ JAY S. GOLDSMITH
--------------------
Jay S. Goldsmith, Vice Chairman and
Director
Date April 29, 2003 By: /s/ L. G. SCHAFRAN
- ------------------
L. G. Schafran, Director
Date April 29, 2003 By: /s/ EMIL VOGEL
--------------
Emil Vogel, Director
8
CERTIFICATION
I, Antonio L. DeLise, as the President, Chief Executive Officer and Chief
Financial Officer of PubliCARD, Inc., certify that:
1. I have reviewed this annual report on Form 10-K/A of PubliCARD, 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 by 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;
4. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and I have:
(a) Designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to me by others within those entities, particularly
during the period in which this annual report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
(c) Presented in this annual report my conclusions about the
effectiveness of the disclosure controls and procedures based on my evaluation
as of the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent function):
(a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
(b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal
controls; and
6. I have indicated in this annual report whether there were significant
changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of my most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: April 29, 2003 /s/ Antonio L. DeLise
------------------------------------
Antonio L. DeLise
President, Chief Executive Officer,
Chief Financial Officer and Secretary
9