10-K 1 f858421.txt JUNE 30, 2002 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended June 30, 2002. () TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from ______________________ to ______________________ Commission File No. 0-15862 GVC VENTURE CORP. ---------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 13-3018466 ------------------------ ---------------------- (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) No.) 200 East 66th Street, Suite B603, New York, N.Y. 10021-9181 ------------------------------------------------ ----------------- (Address of principal executive offices) (Zip code) Registrant's telephone number including area code: 212-753-1812 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None Common Stock, $.10 par value 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 if disclosure or 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. [X] Exhibit Index begins at page 21. PART 1 The aggregate market value as of September 15, 2002 of the registrant, held by non-affiliates of the registrant was $ 5,295, calculated on the basis of the last reported trade on May 22, 2002 on the Electronic Bulletin Board of the NASDAQ. On that date one trade was reported at $.001 per share on the National Association of Securities Dealers Bulletin Board. The number of shares outstanding of the registrant's Common Stock as of September 15, 2002 was 5,294,710. 2 Item 1. Business ------- -------- On October 3, 1990, GVC Venture Corp. (the "Company"), through its wholly owned subsidiary Preston Engravers, Inc. ("Preston"), completed the purchase of the assets of the Preston Engravers' Division of Quincy Technologies, Inc. Preston was engaged in the manufacture of rotary cutting die tools. Unless otherwise indicated herein, references to the Company include the Company's subsidiaries. On August 27, 1993, Preston sold substantially all of its operating assets to Roto-Die Company, Inc. ("Roto-Die") and Roto-Die assumed certain of Preston's liabilities. The Company currently engages in no operating activities other than seeking potential opportunities for an acquisition, sale, merger or liquidation. Management, while it looks at many opportunities, investigated at length two opportunities. Neither of these resulted in any meeting of the minds and all activity to these two appears to have ceased. Employees --------- The Company currently has no full time employees. Executive Officers of the Registrant ------------------------------------ Name Position Presently Held with Company ---------------- ------------------------------------ Russell Banks Chairman of the Board of Directors (Chief Executive Officer) and Director Gordon L. Banks President and Director Marc J. Hanover Vice President Finance, Secretary and Treasurer (Principal Chief Financial Officer and Accounting Officer) Russell Banks, 83, has served as the Company's Chief Executive Officer since its inception, first as President of the Company until June 1988 and since then as Chairman of the Board of Directors, devoting part of his time (less than 5%), to the management of the Company. From 1961 through June 8, 1995, Mr. Banks's principal occupation was as President, Chief Executive Officer and a Director of Grow Group, Inc. Imperial Chemical Industries PLC ("ICI") acquired Grow Group, Inc, by means of a cash tender offer in June 1995. Mr. Banks had been retained as a consultant to ICI for a year. Gordon L. Banks, 47, has served as President of the Company since June 1988, after service as Vice President of the Company since its inception. Marc J. Hanover, 52, has served as Vice President Finance and Treasurer of the Company since its inception. None of the above Officers have received any remuneration from the Company since December 1993 and devote only a minimal amount of time to the affairs of the Company other than seeking potential opportunities, etc. Item 2. Properties 3 Item 2. Properties ------- ---------- The Company's mailing address is 200 East 66th Street, Suite B603, New York, NY 10021-9181. Item 3. Legal Proceedings ------- ----------------- The Company is not aware of, nor is it a party to, any legal proceeding. Item 4. Submission of matters to a Vote of Security Holders ------- --------------------------------------------------- No matters were submitted to shareholders during the twelve months ended June 30, 2002. PART II Item 5. Market for Registrant's Common Equity and related Stockholder Matters ------- --------------------------------------------------------------------- The Company's Common Stock was quoted through the National Association of Securities Dealers Automated Quotations Systems (NASDAQ) under the symbol GPAX until August 6, 1992, at which time it was deleted from such system for failure to meet NASDAQ's minimum bid requirements. The Company is currently quoted on the NASDAQ Bulletin Board. The following table sets forth the high and low bid prices for the Company's Common Stock for each quarterly period during the two fiscal years ended June 30, 2002 and 2001, as reported by the Bulletin Board. The prices are without markups, markdowns or commissions. Fiscal 2002 High Low ----------- ---- --- First Quarter 1) Second Quarter 2) Third Quarter 3) Fourth Quarter 4) Fiscal 2001 ----------- First Quarter 5) Second Quarter 6) Third Quarter 7) Fourth Quarter 8) 1) During the First Quarter there were trades on three occasions. The high price was $ .003 per share and the low price was $ .001 per share. 2) During the Second Quarter there were trades on two occasions. The high price was $ .001 per share and the low price was $ .0001 per share. 3) During the Third Quarter there were trades on three occasions. The high price was $ .001 per share and the low price was $ .0001 per share. 4) During the Fourth Quarter there were two trades at $ .001 per share. 5) During the First Quarter there were trades on three occasions. The high price was $ .01 per share and the low price was $ .001 per share. 6) During the Second Quarter there were trades on three occasions. The high price was $ .05 per share and the low price was $ .001 per share. 4 7) During the Third Quarter there were three trades at $ .001 per share. 8) During the Fourth Quarter there were trades on two occasions. The high price was $ .003 per share and the low price was $ .001 per share. To date the Company has not paid any cash dividends, and it is not anticipated that dividends will be paid in the foreseeable future. As of September 15, 2002, there were approximately 3,778 holders on record of the Company's Common Stock. EQUITY COMPENSATION PLAN INFORMATION The following sets forth certain information as of June 30, 2002 concerning the Company's equity compensation plans:
NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE NUMBER OF SECURITIES WEIGHTED-AVERAGE UNDER EQUITY TO BE ISSUED UPON EXERCISE EXERCISE PRICE OF COMPENSATION PLANS OF OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, (EXCLUDING SECURITIES PLAN OF CATEGORY WARRANTS AND RIGHTS WARRANTS AND RIGHTS REFLECTED IN COLUMN (A) (a) (b) (c) ------------------------------------------------------------------------------------------------------------- EQUITY COMPENSATION -0- -0- PLANS APPROVED BY SECURITY HOLDERS ------------------------------------------------------------------------------------------------------------- EQUITY COMPENSATION 35,000(1) 0 PLANS NOT APPROVED BY SECURITY HOLDERS ------------------------------------------------------------------------------------------------------------- Total 35,000 0 -------------------------------------------------------------------------------------------------------------
(1) Includes options to purchase an aggregate of 35,000 shares of Common Stock issuable upon the exercise of qualified stock options granted to the Treasurer of the Company. Each of the stock options provides for the grant of shares of Common Stock at exercise prices per share equal to the fair market value per share of Common Stock on the date of grant. Pursuant to the terms of each option, the optionee may exercise the option at any time and from time to time for a period of ten 5 years from the date of grant, subject to earlier termination under certain circumstances. Exercise of each option is subject to compliance by the optionee and the Company with applicable securities laws, and to the listing and qualification of the shares subject to the option on applicable securities exchanges and the Company obtaining all necessary or desirable consents and approvals of all governmental regulatory bodies. Item 6. Selected Financial Data ------- ----------------------- The following table sets forth selected financial information relating to the consolidated results of operations and financial position of the Company and its subsidiaries for each of the five years ended June 30, 2002. These statements should be read in conjunction with the Consolidated Financial Statements of the Company and notes thereto contained in Item 8 of this Report.
For the Year Ended June 30, ------------ ---------- ---------- ---------- ---------- 2002 2001 2000 1999 1998 ------------ ---------- ---------- ---------- ---------- (In thousands except per share data) Statement of Operations Data --------------- Revenues (1) - - - - - Loss from Continuing Operations $ (105) $ (80) $ (37) $ (39) $ (33) Loss from Discontinued Operations - - - - - -------------------------------------------------------- Net Loss $ (105) $ (80) $ (37) $ (39) $ (33) Per Share Data: Basic and Diluted Loss from Continuing Operations $ (.02) $(.02) $(.01) $(.01) $(.01) Basic and Diluted Loss from Discontinued Operations - - - - - -------------------------------------------------------- Net Loss (2) $ (.02) $(.02) $(.01) $(.01) $(.01) As of June 30, ------------ ---------- ---------- ---------- ---------- 2002 2001 2000 1999 1998 ------------ ---------- ---------- ---------- ---------- Balance Sheet Data ------------------ Total Assets $ 3 $ 18 $ 56 $ 38 $ 74 Total Stockholders' Equity/(Deficit) (111) (8) 32 19 58 Book Value per Share - - $.01 $.01 $.02
----------------------------------------- (1) After fiscal 1994 to date, the Company continues to have no revenues as it is engaged in no operating activities. (2) Based upon the weighted average shares of Common Stock outstanding of 5,241,377 in 2002, 3,948,044 shares in 2001, 3,198,043 shares in 2000, 3,114,710 shares in 1999, and 3,008,176 shares in 1998. 6 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations ------------------------------------------------- The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements and notes thereto contained in Item 8 of this Report. Results of Operations --------------------- Fiscal 2002 compared to Fiscal 2001 ----------------------------------- Corporate expenses of $105,000 increased by $25,000 over fiscal 2001 as a result of legal expenses of $ 75,000 for the merger, partially offset by no annual meeting expenses incurred and $5,000 lower state and local taxes. Fiscal 2001 compared to Fiscal 2000 ----------------------------------- Corporate expenses of $80,000 increased by $43,000 over fiscal 2000 as a result of the annual meeting expenses incurred. Liquidity and Capital Resources ------------------------------- During fiscal 2002, the company had a negative cash flow of $5,000 as a result of the Net Loss of $105,000 and a decrease in Current Assets. This was partially offset by a $50,000 loan and the sale of $2,000 of the Company's Common stock to the Chairman of the Board of Directors at $.025 per share, increased Accounts Payables of $38,000 and a $10,000 reduction in Accounts Receivables. The Company intends to continue its search for potential business opportunities and it believes it has sufficient assets to continue such a search. Under the arrangement with Palisades, Palisades has the right to designate two (2) Directors, which Palisades has not done. In addition, certain registration rights have been granted to Palisades and to Mr. Russell Banks in connection with the shares issued for their investment. The Company currently engages in no operating activities. Effect of Year 2000 Issue ------------------------- The Company completed the conversion of its computer system in July of 1999 at a cost of approximately $ 2,000. 7 Item 8. Financial Statements and Supplementary Data ------- ------------------------------------------- The following consolidated financial statements of the Company identified below are contained in this report on the pages indicated: Page ---- Report of Independent Auditors 9 Consolidated Financial Statements: Consolidated Balance Sheets as of June 30, 2002 and 2001........................... 10 Consolidated Statements of Operations for the years ended June 30, 2002, 2001 and 2000..... 11 Consolidated Statements of Stockholders' Equity (Deficit) for the years ended June 30, 2002, 2001 and 2000................................. 12 Consolidated Statements of Cash Flows for the years ended June 30, 2002, 2001, and 2000..... 13 Notes to Consolidated Financial Statements.... 14 All other schedules for which provision is made in the applicable accounting regulation of the Securities Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted. 8 REPORT OF INDEPENDENT AUDITORS The Board of Directors and Shareholders GVC Venture Corp. and Subsidiaries We have audited the accompanying consolidated balance sheets of GVC Venture Corp. and subsidiaries (collectively, the "Company") as of June 30, 2002 and 2001, and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for each of the three years in the period ended June 30, 2002. 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 audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of GVC Venture Corp. and subsidiaries at June 30, 2002 and 2001, and the results of their operations and their cash flows for each of the three years in the period ended June 30, 2002 in conformity with accounting principles generally accepted in the United States. /s/ Ernst & Young LLP New York, New York September 26,2002 9 GVC VENTURE CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS June 30, 2002 2001 ---- ---- (In thousands, except share data) Assets Current Assets Cash and cash equivalents $ 3 $ 8 Accounts Receivables and other current assets - 10 ------- ------- Total Current Assets 3 18 ------- ------- Total Assets $ 3 $ 18 ======= ======= Liabilities and Stockholders' Deficit ------------------------------------- Current Liabilities Accounts payable and accrued expenses $ 64 $ 26 ------- ------- Total Current Liabilities $ 64 $ 26 Long-Term Debt $ 50 $ - Stockholders' Deficit Common Stock-$.10 par value; 10,000,000 shares authorized 5,294,710 shares and 5,214,710 shares issued and outstanding in 2002 and 2001, respectively 529 521 Paid-in capital 1,688 1,694 Accumulated Deficit (2,328) (2,223) ------- ------- Total Stockholders' Deficit (111) (8) ------- ------- Total Liabilities & Stockholders' Deficit $ 3 $ 18 ======= ======= See Notes to Consolidated Financial Statements. 10 GVC VENTURE CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED JUNE 30, 2002 2001 2000 (In thousands except share data) Corporate Office Expenses $ 105 $ 80 $ 38 Other (income)/expense: Interest (income)/expense, net - - (1) ----------------------------------------------- NET LOSS $ (105) (80) (37) BASIC AND DILUTED LOSS PER SHARE $ (.02) $ (.02) $ (.01) =============================================== Weighted Average Number of Common Shares Outstanding 5,241,377 3,948,044 3,198,043
See Notes to Consolidated Financial Statements. 11 GVC VENTURE CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
---------------- ------------- ----------------- Common Paid-in Accumulated Stock Capital Deficit ---------------- ------------- ----------------- (In thousands) ------------------------------------------------- Balance at June 30, 1999 $ 311 $ 1,814 $(2,106) Net Loss (37) Purchase of 250,000 shares each by one investor and the Chairman of the Board, respectively 50 -------------------------------------------- Balance at June 30, 2000 $ 361 $ 1,814 $(2,143) Net Loss (80) Purchase of 800,000 shares each by one investor and the Chairman of the Board, respectively 160 (120) -------------------------------------------- Balance at June 30, 2001 $ 521 $ 1,694 $(2,223) Net Loss (105) Purchase of 80,000 shares by the Chairman of the Board 8 (6) -------------------------------------------- Balance at June 30, 2002 $ 529 $ 1,688 $(2,328) ============================================
See Notes to Consolidated Financial Statements. 12 GVC VENTURE CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
June 30, ------------------------------------------- 2002 2001 2000 -------------- ------------- -------------- (In thousands) ------------------------------------------- OPERATING ACTIVITIES: Net Loss $(105) $ (80) $ (37) Adjustment to reconcile net loss to net Cash (used) by operating activities: Changes in operating assets and Liabilities - net: (Increase)/decrease in accounts receivable 10 (10) - (Increase)/decrease in prepaid expenses, other current assets and other assets - 1 - Increase/(decrease) in accounts payable, accrued expenses and other current liabilities 38 2 5 ------------------------------------------- NET CASH (USED) BY OPERATING ACTIVITIES (57) (87) (32) FINANCING ACTIVITIES Purchase of the Company's common stock by one investor and the Chairman of the Board 2 40 50 Loan from Chairman of the Board 50 - - ------------------------------------------- NET CASH PROVIDED BY FINANCING ACTIVITIES 52 40 50 ------------------------------------------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (5) (47) 18 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 8 55 37 ------------------------------------------- CASH AND CASH EQUIVALENTS AT END OF YEAR $ 3 $ 8 $ 55 =========================================== Supplemental Schedule of Cash Flow Information: Interest and Income Taxes paid were as follows: (In thousands) Interest $ 0 $ 0 $ 0 Income Taxes $ 9 $ 7 $ 7 =======================================================================================
See Notes to Consolidated Financial Statements 13 GVC VENTURE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note A - Accounting Policies and Basis of Presentation ------------------------------------------------------ The Company currently engages in no operating activities other than seeking potential opportunities for an acquisition, sale, merger or liquidation. Consolidated: The Consolidated Financial Statements include the accounts of the Company and its subsidiaries. Significant intercompany transactions and accounts have been eliminated in consolidations. Income Taxes: The Company has operating loss carryforwards of $12,277,000 which expire as follows; $4,025,000 - 2003; $5,161,000 - 2004; $499,000 - 2005; $329,000 - 2006; $301,000 - 2007; $571,000 - 2008; $929,000 - 2009; $99,000 - 2010; $34,000 - 2011, $34,000 - 2012, $33,000 - 2013, $40,000 - 2014, $37,000 - 2015; $80,000 - 2016 and $105,000 - 2017. A full valuation allowance has been recorded as a reserve against deferred tax assets due to the Company's history of operating losses. Net Loss Per Share: Basic and diluted loss per share is based on the weighted average number of shares outstanding in fiscal 2002, 2001 and 2000. Basic and diluted loss per share are equivalent for all periods presented, as there is a loss from operations in each period. Cash Equivalents: The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Note B - Commitments and Contingencies: --------------------------------------- Rental expenses for leases for continuing operations was $0, $0 and $0 in 2002, 2001 and 2000, respectively. Future minimum rental commitments at June 30, 2002 were $0. Note C - Accounts Payable and Accrued Expense --------------------------------------------- Accounts payable, accrued expenses and other current liabilities consist of the following: June 30, June 30, 2002 2001 ---- ---- (In thousands) ------------------------------- Trade creditors $ 2 $ 5 Professional fees 56 8 State & Local Taxes 6 13 ------------------- --- --- Total $64 $26 === === 14 Note D - Incentive Plan ----------------------- The Company has an incentive plan covering 1,250,000 shares of its common stock for restricted stock awards and stock options. In fiscal 2000 no options were granted. In fiscal 2001 options to purchase 25,000 shares were granted. No options were granted in fiscal 2002. At June 30, 2002, there were options to purchase 10,000 and 25,000 shares issued and outstanding at an exercise price of $.22 and $.10 per share, respectively. Note E - Quasi Reorganization ----------------------------- In 1990, the Company established a new basis for accounting for assets, liabilities and stockholders' equity. There were no changes in the historical asset values of the Company as fair values were not significantly different and as a result, the paid-in-capital and the deficit of the Company were reduced by $26,070,000. Item 9. Changes in and Disagreements with Accountants on ------- Accounting and Financial Disclosures ------------------------------------------------ None Part III Item 10. Directors and Executing Officers of the Registrant -------- -------------------------------------------------- The following information is given with respect to each director and executive officer of the company. Position presently held with Company. . Russell Banks Chairman of the Board of Directors (Chief Executive Officer) and Director John J. Hoey Director Cornelius J. Reid, Jr. Director Gordon L. Banks President and Director Marc J. Hanover Vice President Finance, Secretary and Treasurer Russell Banks, 83, has served as the Company's Chief Executive Officer since its inception, first as President of the Company until June 1988 and since then as Chairman of the Board of Directors, devoting part of his time (less than 5%), to the management of the Company. From 1961 through June 8, 1995, Mr. Banks's principal occupation was as President, Chief Executive Officer and a Director of Grow Group, Inc. Imperial 15 Chemical Industries PLC ("ICI") acquired Grow Group, Inc, by means of a cash tender offer in June 1995. Mr. Banks had been retained as a consultant to ICI for a year. Gordon L. Banks, 47, has served as President of the Company since June 1988, after service as Vice President of the Company since its inception. John J. Hoey, 63, was President, Chief Executive Officer and Director of Hondo Oil & Gas Inc. ("Hondo"), a publicly quoted oil and gas company, until it was merged into Lonmin, Plc. (UK) on December 23, 1998. He became a Director of Hondo in June 1993 and CEO on December 1, 1993. He is also the President of Beneficial Capital Corp., which wholly owns, controls, or has a significant equity interest in public and private oil and gas companies, proprietary schools, brew pubs, etc. He has been a Director of Beneficial Capital Corp. for more than the past five years. Mr. Hoey also served as President and a director of Atlantic Refining and Marketing Corp., a marketer of refined petroleum products, for more than five years prior to its sale to Sun Company in November 1988 and Atlantic Fuels Marketing Corp. (formerly Ultramar Petroleum Inc.) prior to its liquidation and sale of operating divisions in 1991. Cornelius J. Reid., 78, has, since November 1989, been Vice Chairman of AON Insurance Services of New York and, for more than five years prior thereto was Chairman, Chief Executive Officer and a Director of Rollins Hudig Hall of New York, Inc. (formerly Rollins Burdick Hunter), an insurance brokerage firm. Rollins Hudig Hall provided insurance brokerage services for the Company. Marc J. Hanover, 52, has served as Vice President Finance, Treasurer and Secretary of the Company since its inception. Gordon L. Banks is the son of Russell Banks. Marc J. Hanover is the nephew of Russell Banks' wife. None of the other directors or officers are related. Pursuant to a Warrant Agreement entered into between Grow (since acquired by "ICI") and the Company in connection with the distribution on June 17, 1987 of the Company's common stock by Grow to its shareholders, the Company has agreed to use its best efforts to cause Russell Banks (or, if he no longer is an Officer of Grow, a person approved by Grow) to be nominated and elected to serve on the Company's Board of Directors. This obligation continues so long as Grow holds the warrant issued under the Warrant Agreement or shares issued upon the exercise of such warrants representing in the aggregate at least 5% of the outstanding Common Stock of the Company. In addition, in view of Grow's investment in the Company (including capital contributions and the foregoing warrant), and to provide continuity of management, the Board of Directors of Grow and the Company have requested Russell Banks to serve as Chief Executive Officer of the Company and to spend a portion of his time in the management of the Company. The Warrant expired on June 30, 1998 and accordingly the company believes that Grow (and/or ICI) no longer has any rights or interest in the matter discussed above. 16 Item 11. Executive Compensation -------- ---------------------- Set forth below is information pertaining to the compensation awarded by the Company to its executive officers in fiscal 2000, 2001 and 2002.
Summary Compensation Table -------------------------- Long Term Compensation ---------------------- Annual Compensation Awards Payouts ------------------------------------------------------------------------------------------------------------- (a) (b) (c) (d) (e) (f) (g) (h) (i) ------------------------------------------------------------------------------------------------------------- Other Restricted Name and Annual Stock LTIP All Other Principal Year Salary* Bonus Compensation Awards Options/ Payouts Compensation Position Year $ ($) ($) ($) SARs(#) ($) ($) ------------------------------------------------------------------------------------------------------------- Russell Banks 2000 0 0 0 0 0 0 0 Chairman 2001 0 0 0 0 0 0 0 2002 0 0 0 0 0 0 0 Gordon Banks 2000 0 0 0 0 0 0 0 President 2001 0 0 0 0 0 0 0 2002 0 0 0 0 0 0 0 Marc Hanover 2000 0 0 0 0 0 0 0 VP Finance 2001 0 0 0 0 0 0 0 2002 0 0 0 0 0 0 0 -------------------------------------------------------------------------------------------------------------
* No salaries have been paid since December 1993. 17 Aggregated Option Exercises in Last Fiscal Year and July 10, 2002 Option Values
--------------------------------------------------------------------------------------- (a) (b) (c) (d) (e) --------------------------------------------------------------------------------------- Unexercised In-the-Money Options at Number of Unexercised July 10, Options at July 10, 2002 2002 ($) --------------------------------------------------------------------------------------- Name and Principal Shares Ac- Value Position quired On Realized Exercisable/ Exercise(#) ($) Unexercisable --------------------------------------------------------------------------------------- Russell Banks 0 0 0 0 Chairman Gordon Banks 0 0 0 0 President Marc Hanover 0 0 35,000 0 VP Finance ---------------------------------------------------------------------------------------
No options have been exercised and there are 10,000 and 25,000 options outstanding at $.22 and $.10 per share, respectively. Standard Remuneration of Directors The Company has discontinued its practice of paying non-employee directors an annual retainer of $5,000 and a fee of $500 for participating in each Board or Committee meeting. It is anticipating that the payment of such retainer and fees will be resumed after the Company has acquired a business. All directors are reimbursed for expenses incurred in attending Board and Committee meetings. Item 12. Security Ownership of Certain Beneficial Owners and Management -------- -------------------------------------------------------------- The following table sets forth information, at July 10, 2002 as to the only person (including any "group" as the term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) known by the Company to own beneficially more than five 18 percent of the outstanding shares of Common Stock of the Company, its only class of voting securities: Amount and Nature Name of Beneficial Percent Title of Class Beneficial Owner Ownership of Class (1) -------------- -------------------------------------------------------------- Common Stock Palisades Investors LLC 1,504,545 28.4% 1 Bridge Plaza Fort Lee, NJ 07024 Common Stock Russell Banks 1,524,156(2) 28.8% 14 East 75th Street New York, NY 10021 Common Stock Gordon L. Banks 249,808 4.7% 25 Fifth Avenue New York, NY 10003 Common Stock Marc J. Hanover 159,149 3.0% 200 East 66th Street New York, NY 10021 ---------- (1) Percent of class for the named person assumes the issuance of the shares subject to the exercisable portion of the options or warrants held by such person but not other stock issuances (other than presently outstanding stock). (2) Includes 294,156 shares of common stock owned by a trust of which Mr. Banks is the trustee and 250,000 by his wife. The following table sets forth information, at July 10, 2002, as to the beneficial ownership of the Company's Common Stock by (i) each director of the Company, (ii) directors and officers of the Company as a group: Amount and Nature Name of of Beneficial Percent Beneficial Owner Ownership (1) of Class (2) ---------------- ----------------- ----------- Russell Banks 1,524,156(3) 28.8% Gordon Banks 249,808 4.7% John J. Hoey 22,727 .4% Cornelius J. Reid, Jr. 22,840 .4% 19 Directors and officers as a group 1,978,680(4) 37.4% (5 persons, including the above) --------------------------------- (1) Unless otherwise noted, the beneficial owner has sole voting and investment power. (2) Percent of class for the named person assumes the issuance of the shares subject to the exercisable portion of the options or warrants held by such person but not other stock issuances (other than presently outstanding stock). (3) Includes 294,156 shares of common stock owned by a trust of which Mr. Banks is the trustee and 250,000 owned by his wife. (4) Includes the shares reflected in footnotes 3. Item 13. Certain Relationships and Related Transactions -------- ---------------------------------------------- None Item 14. Exhibits, Financial Statement Schedules, and Reports On Form 8-K ---------------------------------------------------- (a)(1) Financial Statements ---------------------------- The Consolidated Financial Statements of the Company identified below are contained in Item 8 of this Report on the pages indicated: Page ---- Report of Independent Auditors 8 Consolidated Financial Statements: Consolidated Balance Sheets as of June 30, 2002 and 2001........................... 9 Consolidated Statements of Operations for the years ended June 30, 2002, 2001 and 2000..... 10 Consolidated Statements of Stockholders' Equity (Deficit) for the years ended June 30, 2002, 2001 and 2000................................. 11 20 Consolidated Statements of Cash Flows for the years ended June 30, 2002, 2001, and 2000..... 12 Notes to Consolidated Financial Statements.... 13 (a) (2) Financial Statement Schedules ------------------------------------- The schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted. Item 15. Controls and Procedures -------- ----------------------- (a) Not applicable. (b) Under transition provisions contained in the final rules adopted by the Securities and Exchange Commission relating to, among other things, the evaluation of the Company's disclosure controls and procedures, the Company is not required to perform the evaluation of its disclosure controls and procedures for purposes of this Report. Accordingly, the required disclosure as to whether or not there have been any significant changes in the Company's internal controls, or in other factors that could affect those controls, subsequent to such an evaluation is not applicable to the Company. 21 Exhibits -------- ++2.1 Purchase Agreement dated as of August 29, 1990 by and among Quincy Technologies, Inc. and Preston Acquisition Inc. (Exhibit 2.1) ^2.2 Purchase Agreement dated as of August 27, 1993 by and between Preston and Roto-Die (Exhibit 2.2) *3.1 Restated Certificate of Incorporation of the Company. (Annex C to the company's information as part or its registration of securities on Form 10) +3.2 By Laws of the Company, as amended (Exhibit 3.2). * 4.1 Certificate of Common Stock, par value $.10 per share, of the Company (Exhibit 4.1). X10.1 Warrant Agreement dated June 1, 1987 between Grow and the Company (Exhibit 10.1). !10.2 Form of Subordinated Convertible Debenture issued by Preston, a subsidiary of the Registrant (Exhibit 10.2). !10.3 Form of equipment lease between Preston, a subsidiary of the Registrant and Lessor (Exhibit 10.3). !10.4 Registrant's Executive Incentive Plan, as amended (Exhibit 10.4). 99.1 Certifications Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (b) Reports on Form 8-K On September 9, 1993 the Company filed a current Report on Form 8-K disclosing under Item 2 the Disposition of Certain Assets. + Filed as the parenthetically indicated exhibit to Company's Annual Report on Form 10-K for the year ended June 30, 1990, File No. 0-15862. * Filed as the parenthetically indicated exhibit to Amendment No. 1 to the Company's Registration of Securities on Form 10, File 10, File No. 0-15862 X Filed as the parenthetically indicated exhibit to the Company's Annual Report on Form 10-K for the year ended June 30, 1987, File No. 0-15862. ++ Filed as the parenthetically indicated exhibit to the Company's current report in Form 8-K dated on or about October 3, 1990, File No. 0-15862. ! Filed as the parenthetically indicated exhibit to the Company's Annual Report on Form 10-K for the year ended June 30, 1992. ^ Filed as the parenthetically indicated exhibit to the Company's registration on Form 8-K dated September 9, 1993. 22 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. GVC VENTURE CORP. Dated: September 30, 2002 /s/ Russell Banks ------------------------- Russell Banks, Chairman 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. /s/ Russell Banks ------------------------- Russell Banks, Chairman of the Board of Directors (Principal Executive Officer) and Director Date: September 30, 2002 /s/ Gordon Banks ------------------------ Gordon Banks, President and Director Date: September 30, 2002 /s/ Marc Hanover ------------------------- Marc Hanover, Vice-President Finance and Treasurer (Principal Chief Financial Officer and Accounting Officer Date: September 30, 2002 /s/ John J. Hoey ------------------------- John J. Hoey, Director Director Date: September 30, 2002 ------------------------- Cornelius J. Reid, Jr. Director Date: September __, 2002 23 CERTIFICATIONS -------------- I, Russell Banks, certify that: 1. I have reviewed this annual report on Form 10-K of GVC Venture Corp.; 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; Date: September 30, 2002 /s/ Russell Banks ------------------------------------ Russell Banks, Chairman of the Board Chief Executive Officer I, Marc Hanover, certify that: 1. I have reviewed this annual report on Form 10-K of GVC Venture Corp.; 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; Date: September 30, 2002 /s/ Marc Hanover ------------------------------ Marc Hanover, Treasurer Principal Financial Officer 24