UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
[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, 2003
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
COMMISSION FILE NUMBER: 33-19980-D
Nevada 87-0450450
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State of other jurisdiction of I.R.S. Employer I.D. No.
incorporation or organization
520 LAKE COOK ROAD, SUITE 690, DEERFIELD, ILLINOIS 60015
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code (847) 282-5005
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State the aggregate market value of the voting and nonvoting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and ask prices of such common equity, as of a specified date within the past 60 days: Based on the average bid and ask price of $1.27 per share for the issuer's common stock at February 26, 2004, the market value of the issuer's common stock held by non-affiliates would be $15,424,400. A list and description of affiliates can be found in Item 11.
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 20,789,474 shares of its $0.001 par value common stock as of February 26, 2004.
We are filing this form 10 KSB/A to correct Part III, Item 11. of our previously filed Form 10 KSB in which we incorrectly reported the number of shares held by John Giura, our Vice President and Director. John Giura beneficially owned 2,942,144 shares on February 26, 2004. We are also correcting the corresponding market value of common stock held by non-affiliates as of February 26, 2004.
PART III.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth specified information with respect to the beneficial ownership of our outstanding common stock as of February 26, 2004, for:
- each person or group that we know beneficially owns more than 5% of our common stock;
- each of our Directors;
- each named executive officers; and
- all of our Directors and executive officers as a group.
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting and investment power with respect to shares. Unless otherwise indicated, the persons named in the table have sole voting and sole investment control with respect to all shares beneficially owned. The number and percentage of shares beneficially owned are based on 20,789,474 shares of common stock outstanding as of February 26, 2004. The number and percentage of shares beneficially owned also assumes that shares of common stock subject to options and other rights that are currently exercisable or exercisable within 60 days of February 26, 2004 are deemed to be outstanding and beneficially owned. The address for those individuals for which an address is not otherwise indicated is: c/o CGI Holding Corporation, 520 Lake Cook Road, Suite 690, Deerfield, Illinois 60015.
Number of
Shares of Percent of
Common Stock Shares
Beneficially of Common
Owned Stock
Beneficial Owner As of February Outstanding(1)
11, 2004
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T. Benjamin Jennings(2),(3) 647,500 3.04%
John Giura(2),(4),(5) 2,942,144 14.15%
James N. Held(2),(6) 285,000 1.37%
S. Patrick Martin(2),(5),(7) 2,893,891 13.92%
Vincent J. Mesolella(2),(8) 255,556 1.23%
Patrick W. Walsh(2),(9) 200,000 *
Roberti Jacobs Family Trust(10) 6,488,333 31.21%
All current Directors and executive
officers as a group (6 persons) 13,712,424 65.96%
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* Less than 1%.
(1) Includes shares of common stock subject to warrants currently exercisable or convertible within 60 days of February 26, 2004, which are deemed outstanding for computing the percentage of the person holding such option or warrant but are not deemed outstanding for computing the percentage of any other person.
(2)Officer and/or Director
(3) Includes 137,500 shares of common stock owned by Mr. Jennings and warrants to purchase 510,000 shares at $0.13 per share.
(4)Includes 2,732,144 shares of common stock owned by Mr. Giura, of which 135,300 shares are held jointly by Mr. Giura and Mr. James Spachman, and warrants to purchase 210,000 shares at $0.13 per share.
(5) John Giura and S. Patrick Martin have each executed irrevocable Proxies granting Gerard M. Jacobs the right to vote all of his shares in favor of Gerard M. Jacobs' slate of nominees for our Board of Directors, so long as Gerard M. Jacobs is serving as our chief executive officer and so long as John Giura and S. Patrick Martin are included in such slate of nominees.
(6) Includes 85,000 shares of common stock owned by Mr. Held and warrants to purchase 200,000 shares at $0.13 per share.
(7)Includes 1,825,744 shares of common stock owned by Mr. Martin and warrants to purchase 33,147 shares at $0.45 per share, warrants to purchase 200,000 shares at $0.27 per share, warrants to purchase 510,000 shares at $0.13 per share, and proxy to vote 325,000 shares of common stock owned by Negin Martin.
(8) Includes 55,556 shares of common stock owned by Mr. Mesolella and warrants to purchase 200,000 shares at $0.13 per share.
(9) Mr. Walsh owns no common stock, but owns warrants to purchase 200,000 shares at $0.13 per share.
(10) Includes 3,808,333 shares of common stock owned by the Roberti Jacobs Family Trust, 3,200,000 of which shares were acquired from Gerard M. Jacobs pursuant to a litigation settlement, warrants to purchase 1,000,000 shares at $0.10 per share, warrants to purchase 680,000 shares at $0.10 per share, and warrants to purchase 1,000,000 shares at $0.13 per share also acquired from Gerard M. Jacobs pursuant to a litigation settlement.