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, 2002
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ___________ to ___________
Commission file number: 0-26624
Alternate Marketing Networks, Inc.
_____________________________________________________________________________
(Name of small business issuer in its charter)
Delaware 38-2841197
_____________________________________________________________________________
(State or other jurisdiction of (I.R.S. Employer incorporation or
organization) Identification No.)
One Ionia S.W., Suite 520, Grand Rapids, Michigan 49503
_____________________________________________________________________________
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (616) 235-0698
Securities registered under Section 12(g) of the Exchange Act: Common Stock,
par value, $0.01 per share ("Common Stock")
Check whether the issuer (1) 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.
[X]Yes [ ]No
Check if no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is 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-
KSB or any amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year: $20,296,838
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked prices of such common equity,
as of a specified date within the past 60 days: $1,831,341 based on shares
of Common Stock held by non-affiliates and computed by reference to the
average closing bid and asked prices of such shares on the Over the Counter
Bulletin Board (OTCBB) as of March 5, 2003.
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 9,895,878 shares of Common
Stock as of March 24, 2003, after deducting 1,474,039 shares held in the
treasury.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated by reference into the part(s)
of this Form 10-KSB identified below:
Document Part
________________________________________________ ______
Definitive Proxy Statement for the 2003 Annual
Meeting of Stockholders III
EXPLANATORY NOTE
Alternate Marketing Networks, Inc., a Delaware corporation, hereby amends
and restates "Item 13. Exhibits and Reports on Form 8-K." of the annual report
on Form 10-KSB of Alternate Marketing for the fiscal year ended December 31,
2002 filed with the Securities and Exchange Commission on March 31, 2003 to
furnish the prior auditors' report on the Company's financial statements for
the year ended December 31, 2001 that was inadvertently omitted from the
annual report on Form 10-KSB as set forth below. This amendment no. 1 to the
annual report on Form 10-KSB does not amend any other item of the annual
report on Form 10-KSB other than the item(s) set forth below.
TABLE OF CONTENTS
PART III
Item 13. Exhibits and Reports on Form 8-K
SIGNATURES
INDEX OF EXHIBITS
PART III
Item 13. Exhibits and Reports on Form 8-K.
(a)Exhibits
Exhibit No. Description of Exhibit
2.1 Acquisition Agreement dated March 29, 1996 between the Company
and National Home Delivery, Inc. (incorporated by reference
from Form 8-K of the Company dated April 11, 1996)
2.2 Asset Purchase Agreement dated February 17, 2000, between the
Company, Kevin Powers and Total Logistics, Inc. (incorporated
by reference from Form 8-K of the Company dated March 1, 2000)
2.3 Consulting Agreement dated February 17, 2000 between the
Company, Kevin Powers and Total Logistics, Inc. (incorporated
by reference from Form 8-K of the Company dated March 1, 2000)
2.4 Amended and Restated Agreement and Plan of Reorganization dated
May 31, 2002 by and among the Company, Alternate Marketing
Networks, Inc., a Delaware corporation, ALTM Combination Co.,
a Delaware corporation, Hencie, Inc., a Delaware corporation,
Adil Khan, and certain stockholders of Hencie, Inc.
(incorporated by reference from Appendix A to the Definitive
proxy statement of the Company dated July 23, 2002 and filed
June 16, 2002 by the Company with the Commission)
3.1 Amended and Restated Certificate of Incorporation (incorporated
by reference from Exhibit 4.1 to the Form 8-K of the Company
dated August 1, 2002 and filed August 14, 2002 by the Company
with the Commission)
3.2 Amended and Restated Bylaws (incorporated by reference from
Exhibit 4.2 to the Form 8-K of the Company dated August 1,
2002 and filed August 14, 2002 by the Company with the
Commission)
4.1 1995 Long-Term Incentive and Stock Option Plan (incorporated
by reference from the Registration Statement on Form SB-2;
Commission File No. 33-95332C)
4.2 1995 Outside Directors and Advisors Stock Option Plan
(incorporated by reference from the Registration Statement
on Form SB-2; Commission File No. 33-95332C)
4.3 Form of Registration Rights Agreement with noteholders of
the Company (incorporated by reference from the Registration
Statement on Form SB-2; Commission File No. 33-95332C)
10.1 Employment Agreement dated July 21, 1995 between the
Company and Phillip D. Miller (incorporated by reference
from the Registration Statement on Form SB-2; Commission
File No. 33-95332C)
10.2 Addendum to Employment Agreement dated July 21, 1995 between
the Company and Phillip D. Miller dated January 1, 2000
(incorporated by reference from the Form 10-KSB of the
Company for the fiscal year ended December 31, 1999 filed
March 30, 2000 by the Company with the Commission)
10.3 Second Addendum dated to Employment Agreement dated July 21,
1995 between the Company and Phillip D. Miller (incorporated
by reference from Exhibit 99.2 to the Form 8-K of the Company
dated August 1, 2002 and filed August 14, 2002 by the Company
with the Commission)
10.4 Employment Agreement dated July 1, 2001 between the Company and
Sandra J. Smith (incorporated by reference from the Form
10-KSB of the Company for the fiscal year ended December 31,
2001 filed March 28, 2002 by the Company with the Commission)
10.5 Addendum dated to Employment Agreement dated July 1, 2001
between the Company and Sandra J. Smith (incorporated by
reference from Exhibit 99.2 to the Form 8-K of the Company
dated August 1, 2002 and filed August 14, 2002 by the Company
with the Commission)
10.6 Employment Agreement dated August 1, 2002 between the Company
and Adil Khan (incorporated by reference from Exhibit 99.1 to
the Form 8-K of the Company dated August 1, 2002 and filed
August 14, 2002 by the Company with the Commission)
10.7 Loan Agreement (incorporated by reference from the Form 10-KSB
of the Company for the fiscal year ended December 31, 2001
filed March 28, 2002 by the Company with the Commission)
10.8 Times Mirror Stock Purchase Agreement (incorporated by reference
from the Form 10-QSB of the Company for the quarterly period
ended September 30, 1999)
10.9 Contribution Agreement dated January 1, 2003 between the
Company, K2VC LTD., a Texas limited partnership (incorporated
by reference from Exhibit 99.1 to the Form 8-K of the Company
dated and filed February 20, 2003 by the Company with the
Commission)
10.10 Mutual Release Agreement dated February 18, 2003 between the
Company, K2VC LTD., a Texas limited partnership (incorporated
by reference from Exhibit 99.2 to the Form 8-K of the
Company dated and filed February 20, 2003 by the Company
with the Commission)
10.11 Non-Qualified Stock Option Agreement dated February 18, 2003
between the Company and Adil Khan (incorporated by reference
from Exhibit 99.3 to the Form 8-K of the Company dated and
filed February 20, 2003 by the Company with the Commission)
10.12 Release Agreement dated February 18, 2003 between the Company,
Hencie, Inc., a Delaware corporation, and Hencie Consulting
Services, Inc. a Texas corporation, K2VC LTD., a Texas limited
partnership, Adil Khan, Drawbridge Investment Partners, LLC, a
Delaware limited liability company, and certain directors and
stockholders of the Company (incorporated by reference from
Exhibit 99.4 to the Form 8-K of the Company dated and filed
February 20, 2003 by the Company with the Commission)
21.1 List of Subsidiaries of the Company (incorporated by reference
from Exhibit 21.1 of the annual report on Form 10-KSB of the
Company filed on March 31, 2003 by the Company with the
Commission)
23.1 Consent of Deloitte & Touche, LLP (incorporated by reference
from the Form 10-KSB of the Company for the fiscal year ended
December 31, 2002 filed March 31, 2003 by the Company with
the Commission)
23.2 Consent of PricewaterhouseCoopers, LLP (filed herewith)
99.1 Section 906 Certification of Chief Executive Officer (filed
herewith)
99.2 Section 906 Certification of Chief Financial Officer (filed
herewith)
99.3 Opinion of PricewaterhouseCoopers, LLP (filed herewith)
(b)Reports on Form 8-K.
The following reports on Form 8-K were filed during the last quarter of
the period covered by this report:
Date of
Report Description of Form 8-K
11/19/02 Form 8-K of the Company dated and filed November 19, 2002 by
the Company with the Commission (regarding the Section 906
Certifications of the chief executive officer and the chief
financial officer of the Company)
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
ALTERNATE MARKETING NETWORKS, INC.
Dated: May 2, 2003 By:/s/Adil Khan
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.
Dated
/s/Adil Khan May 2, 2003
Adil Khan, Chief Executive Officer
(Principal executive officer) and Director
/s/Phillip D. Miller May 2, 2003
Phillip D. Miller, President and Chairman of the
Board of Directors
/s/Sandra J. Smith May 2, 2003
Sandra J. Smith, Chief Financial Officer and
Treasurer (Principal financial and accounting officer)
/s/Phillip Baker May 2, 2003
Phillip Baker, Director
/s/Thomas Hiatt May 2, 2003
Thomas Hiatt, Director
/s/J. Robert Routt May 2, 2003
J. Robert Routt, Director
CERTIFICATIONS
I, Adil Khan, certify that:
1. I have reviewed this annual report on Form 10-KSB of Alternate
Marketing Networks, Inc., a Delaware corporation;
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. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and 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 us 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 our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons performing the
equivalent functions):
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. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: May 2, 2003 By: /s/Adil Khan
Name: Adil Khan
Title: Chief Executive Officer
I, Sandra J. Smith, certify that:
1. I have reviewed this annual report on Form 10-KSB of Alternate
Marketing Networks, Inc., a Delaware corporation;
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. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and 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 us 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 our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons performing the
equivalent functions):
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. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: May 2, 2003 By: /s/Sandra J. Smith
Name: Sandra J. Smith
Title: Chief Financial Officer
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
2.1 Acquisition Agreement dated March 29, 1996 between the Company
and National Home Delivery, Inc. (incorporated by reference
from Form 8-K of the Company dated April 11, 1996)
2.2 Asset Purchase Agreement dated February 17, 2000, between the
Company, Kevin Powers and Total Logistics, Inc. (incorporated
by reference from Form 8-K of the Company dated March 1, 2000)
2.3 Consulting Agreement dated February 17, 2000 between the
Company, Kevin Powers and Total Logistics, Inc. (incorporated
by reference from Form 8-K of the Company dated March 1, 2000)
2.4 Amended and Restated Agreement and Plan of Reorganization dated
May 31, 2002 by and among the Company, Alternate Marketing
Networks, Inc., a Delaware corporation, ALTM Combination Co.,
a Delaware corporation, Hencie, Inc., a Delaware corporation,
Adil Khan, and certain stockholders of Hencie, Inc.
(incorporated by reference from Appendix A to the Definitive
proxy statement of the Company dated July 23, 2002 and filed
June 16, 2002 by the Company with the Commission)
3.1 Amended and Restated Certificate of Incorporation (incorporated
by reference from Exhibit 4.1 to the Form 8-K of the Company
dated August 1, 2002 and filed August 14, 2002 by the Company
with the Commission)
3.2 Amended and Restated Bylaws (incorporated by reference from
Exhibit 4.2 to the Form 8-K of the Company dated August 1,
2002 and filed August 14, 2002 by the Company with the
Commission)
4.1 1995 Long-Term Incentive and Stock Option Plan (incorporated
by reference from the Registration Statement on Form SB-2;
Commission File No. 33-95332C)
4.2 1995 Outside Directors and Advisors Stock Option Plan
(incorporated by reference from the Registration Statement
on Form SB-2; Commission File No. 33-95332C)
4.3 Form of Registration Rights Agreement with noteholders of
the Company (incorporated by reference from the Registration
Statement on Form SB-2; Commission File No. 33-95332C)
10.1 Employment Agreement dated July 21, 1995 between the
Company and Phillip D. Miller (incorporated by reference
from the Registration Statement on Form SB-2; Commission
File No. 33-95332C)
10.4 Addendum to Employment Agreement dated July 21, 1995 between
the Company and Phillip D. Miller dated January 1, 2000
(incorporated by reference from the Form 10-KSB of the
Company for the fiscal year ended December 31, 1999 filed
March 30, 2000 by the Company with the Commission)
10.5 Second Addendum dated to Employment Agreement dated July 21,
1995 between the Company and Phillip D. Miller (incorporated
by reference from Exhibit 99.2 to the Form 8-K of the Company
dated August 1, 2002 and filed August 14, 2002 by the Company
with the Commission)
10.4 Employment Agreement dated July 1, 2001 between the Company and
Sandra J. Smith (incorporated by reference from the Form
10-KSB of the Company for the fiscal year ended December 31,
2001 filed March 28, 2002 by the Company with the Commission)
10.5 Addendum dated to Employment Agreement dated July 1, 2001
between the Company and Sandra J. Smith (incorporated by
reference from Exhibit 99.2 to the Form 8-K of the Company
dated August 1, 2002 and filed August 14, 2002 by the Company
with the Commission)
10.6 Employment Agreement dated August 1, 2002 between the Company
and Adil Khan (incorporated by reference from Exhibit 99.1 to
the Form 8-K of the Company dated August 1, 2002 and filed
August 14, 2002 by the Company with the Commission)
10.7 Loan Agreement (incorporated by reference from the Form 10-KSB
of the Company for the fiscal year ended December 31, 2001
filed March 28, 2002 by the Company with the Commission)
10.8 Times Mirror Stock Purchase Agreement (incorporated by reference
from the Form 10-QSB of the Company for the quarterly period
ended September 30, 1999)
10.9 Contribution Agreement dated January 1, 2003 between the
Company, K2VC LTD., a Texas limited partnership (incorporated
by reference from Exhibit 99.1 to the Form 8-K of the Company
dated and filed February 20, 2003 by the Company with the
Commission)
10.10 Mutual Release Agreement dated February 18, 2003 between the
Company, K2VC LTD., a Texas limited partnership (incorporated
by reference from Exhibit 99.2 to the Form 8-K of the
Company dated and filed February 20, 2003 by the Company
with the Commission)
10.11 Non-Qualified Stock Option Agreement dated February 18, 2003
between the Company and Adil Khan (incorporated by reference
from Exhibit 99.3 to the Form 8-K of the Company dated and
filed February 20, 2003 by the Company with the Commission)
10.12 Release Agreement dated February 18, 2003 between the Company,
Hencie, Inc., a Delaware corporation, and Hencie Consulting
Services, Inc. a Texas corporation, K2VC LTD., a Texas limited
partnership, Adil Khan, Drawbridge Investment Partners, LLC, a
Delaware limited liability company, and certain directors and
stockholders of the Company (incorporated by reference from
Exhibit 99.4 to the Form 8-K of the Company dated and filed
February 20, 2003 by the Company with the Commission)
99.3 List of Subsidiaries of the Company (incorporated by reference
from Exhibit 21.1 of the annual report on Form 10-KSB of the
Company filed on March 31, 2003 by the Company with the
Commission)
23.1 Consent of Deloitte & Touche, LLP (incorporated by reference
from the Form 10-KSB of the Company for the fiscal year ended
December 31, 2002 filed March 31, 2003 by the Company with
the Commission)
23.2 Consent of PricewaterhouseCoopers, LLP (filed herewith)
99.1 Section 906 Certification of Chief Executive Officer (filed
herewith)
99.2 Section 906 Certification of Chief Financial Officer (filed
herewith)
99.3 Opinion of PricewaterhouseCoopers, LLP (filed herewith)
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (File No. 333-88129) of Alternate Marketing Networks,
Inc. of our report dated March 15, 2002 relating to the financial statements,
which appear in this Form 10-KSB/A.
/s/PRICEWATERHOUSECOOPERS LLP
Grand Rapids, Michigan
May 2, 2003
EXHIBIT 99.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Alternate Marketing Networks,
Inc., a Delaware corporation (the "Company"), on Form 10-KSB for the period
ended December 31, 2002 as filed with the Securities and Exchange Commission
(the "Report"), the undersigned Chief Executive Officer of the Company does
hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that, to the knowledge of the
undersigned:
(1) The Report fully complies with the requirements of Section 13 (a) or
15(d), as applicable, of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company as of the date(s) and for the period(s) indicated.
Date: May 2, 2003 By: /s/Adil Khan
Name: Adil Khan
Title: Chief Executive Officer
EXHIBIT 99.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Alternate Marketing Networks,
Inc., a Delaware corporation (the "Company"), on Form 10-KSB for the period
ending December 31, 2002 as filed with the Securities and Exchange Commission
(the "Report"), the undersigned Chief Financial Officer of the Company does
hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that, to the knowledge of the
undersigned:
(1) The Report fully complies with the requirements of Section 13 (a) or
15(d), as applicable, of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company as of the date(s) and for the period(s) indicated.
Date: May 2, 2003 By: /s/Sandra J. Smith
Name: Sandra J. Smith
Title: Chief Financial Officer
EXHIBIT 99.3
Report of Independent Accountants
To the Shareholders and Board of Directors of
Alternate Marketing Networks, Inc.:
In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of operations, shareholders' equity and of cash
flows, present fairly, in all material respects, the financial position of
Alternate Marketing Networks, Inc. and its subsidiaries at December 31, 2001,
and the results of their operations and their cash flows for the year then
ended in conformity with accounting principles generally accepted in the
United States of America. These financial statements are the responsibility
of the Company's management; our responsibility is to express an opinion on
these financial statements based on our audit. We conducted our audit of
these statements in accordance with auditing standards generally accepted in
the United States of America, which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
/s/ PricewaterhouseCoopers LLP
Grand Rapids, Michigan
March 15, 2002