10-K/A
1
1994 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
_ X _ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE YEAR ENDED
DECEMBER 31, 1994
_ _ _ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION
PERIOD _ _ _ TO _ _ _
Commission File Number 0-17366
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SHARED TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
Delaware 87-0424558
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(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
100 Great Meadow Road, Suite 104
Wethersfield, Connecticut 06109
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(203) 258-2400
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Securities registered pursuant to Section 12(b) of the Act:
None
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.004 par value
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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 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. [ ]
The aggregate market value of the registrant's Common Stock held
by nonaffiliates as of April 13, 1995 was approximately
$14,029,058, based on the average of the closing bid and asked
prices as reported on such date in the over-the-counter market.
Indicate the number of shares outstanding of each of the
registrant's classes of Common Stock, as of April 13, 1995
7,624,412 shares of Common Stock
$.004 par value
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The following document is hereby incorporated by reference into
Part III of this Form 10-K: The registrant's Proxy Statement for
its Annual Meeting of Stockholders to be held on May 23, 1995 to
be filed with the Securities and Exchange Commission in
definitive form on or before April 28, 1995.
The purpose of this Amendment is to provide the Financial Data
Schedule.
(c) Exhibits
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Exhibit No. Description of Exhibit
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3.1 Restated Certificate of Incorporation of the
Registrant.
3.2 By-laws of the Registrant, as amended.
4.1 Specimen Certificate for Common Stock, as
amended to reflect the reverse one-for-four
stock split and corresponding change in par
value. Incorporated by reference from
Exhibit 4.1 of the Company's Form 10-K/A
Amendment No. 1 for December 31, 1992.
4.2 Certificates of Designation for Series D
Preferred Stock. Incorporated by reference
from Exhibit 4.2 of the Company's Form 10-K/A
Amendment No. 1 for December 31, 1993.
4.3 Form of Warrant Certificate associated with
Series D Preferred Stock offering.
Incorporated by reference from Exhibit 4.3 of
the Company's Form 10-K/A Amendment No. 1 for
December 31, 1993.
4.4 Form of Registration Rights Agreement
associated with Series D Preferred Stock
Offering. Incorporated by reference from
Exhibit 4.4 of the Company's Form 10-K/A
Amendment No. 1 for December 31, 1993.
10.1 Promissory Note dated June 4, 1990 in the
principal amount of $5,000,000 from
Registrant to Central Bank with Loan and
Security Agreement, Pledge Agreement,
Guaranty Agreement and Collateral Assignment
of Tenant Services Agreement. Incorporated
by reference from Exhibit 10.7 of the
Company's Form 10-K for December 31, 1990.
10.2 Revolving Note dated February 20, 1991 in the
principal amount of $750,000 from Registrant
to Central Bank with Letter Agreement and
Commercial Revolving Loan and Security
Agreement. Incorporated by reference from
Exhibit 10.4 of the Company's Form 10-K for
December 31, 1991.
10.3 Workout Agreement dated July 27, 1992 between
the Registrant and the Federal Deposit
Insurance Corporation in its capacity as
receiver for Central Bank and Trust Company.
Incorporated by reference from Exhibit 10.5
of the Company's Form 10-K/A Amendment No. 1
for December 31, 1992.
10.4 Form of Non-Bank Creditor Agreement.
Incorporated by reference from Exhibit 10.6
of the Company's Form 10-K/A Amendment No. 1
for December 31, 1992.
10.5 Form of Assent to Plan for a Common Law
Composition of all Non-Bank Creditors of
Registrant. Incorporated by reference from
Exhibit 10.7 of the Company's Form 10-K/A
Amendment No. 1 for December 31, 1992.
10.6 Asset purchase agreement by and between Road
and Show East, Inc. and Shared Technologies
Cellular, Inc. Incorporated by reference from
Exhibit 10.8 of the Company's Form 10-K/A
Amendment No. 1 for December 31, 1993.
10.7 Asset purchase agreement by and between Road
and Show South, Ltd. acting by Road and Show
South, Inc. and Shared Technologies Cellular,
Inc. Incorporated by reference from Exhibit
10.9 of the Company's Form 10-K/A Amendment
No. 1 for December 31, 1993.
10.8 Revolving Credit and Term Loan Agreement
between State Street Bank and Trust Company
and Shared Technologies Inc., Multi-Tenant
Services, Inc., and Boston Telecommunications
Group, Inc. Incorporated by reference from
Exhibit 10.10 of the Company's Form 10-K/A
Amendment No. 1 for December 31, 1993.
10.9 Purchase Agreement between Shared
Technologies Inc. and International Capital
Partners, Inc. and others. Incorporated by
reference from Exhibit 10.11 of the Company's
Form 10-K/A Amendment No. 1 for December 31,
1993.
10.10 Form of Common Stock Purchase Warrant.
Incorporated by reference from Exhibit 10.12
of the Company's Form 10-K/A Amendment No. 1
for December 31, 1993.
10.11 Partnership Interests and Share Purchase
Agreement by and among Access Telemanagement,
Inc., Access Trust, Ronald E. Scott, Kevin
Schottlaender and Shared Technologies Inc.
dated June 27, 1994. Incorporated by
reference to the Company's Form 8-K dated
June 27, 1994 and filed on July 8, 1994.
10.12 Accounts Security Agreement by and between
Access Telecommunication Group, L.P. and
MARTINET, Inc. for Access Trust, Ronald E.
Scott, Kevin Schottlaender and Trammel S.
Crow. Incorporated by reference to the
Company's Form 8-K dated June 27, 1994 and
filed on July 8, 1994.
10.13 Pledge Agreement between Shared Technologies
Inc. and MARTINET, Inc. for Access Trust,
Ronald E. Scott, Kevin Schottlaender and
Trammel S. Crow. Incorporated by reference
to the Company's Form 8-K dated June 27, 1994
and filed on July 8, 1994.
10.14 Registration Rights Agreement by and among
Shared Technologies Inc., Access Trust,
Ronald E. Scott and Kevin Schottlaender.
Incorporated by reference to the Company's
Form 8-K dated June 27, 1994 and filed on
July 8, 1994.
10.15 Form of Common Stock Purchase Warrant.
Incorporated by reference to the Company's
Form 8-K dated June 27, 1994 and filed on
July 8, 1994.
10.16 Consulting Agreement between Shared
Technologies Inc. and Vertical Financial
Holding.
11 Computation of Earnings Per Share and
Weighted Average Number of Shares
Outstanding.
21 List of subsidiaries of the Registrant.
27 Financial Data Schedule
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.
SHARED TECHNOLOGIES INC.
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(Registrant)
By /s/ Vincent DiVincenzo
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Vincent DiVincenzo
Senior Vice President - Finance and
Administration, Treasurer, Chief
Financial Officer and Director
Date: May 22, 1995
EX-27
2
ART. 5 FDS FOR YEAR END 10-K
5
1,000
YEAR
DEC-31-1994
JAN-01-1994
DEC-31-1994
172
0
9073
540
0
9982
31218
15473
37925
13674
0
27
0
25
1807
37925
45367
45367
26172
26172
16971
0
522
1736
(550)
2286
0
0
0
2286
.27
0