-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TNPzF8REC304+FtEkbk/Qfq9Jwyaw8zl+rDWIaCxq112KBQTjlg6yF9jHeq9D6Cd Iqntqthp8aiuXrH1GUq+8g== 0000950168-99-001203.txt : 19990416 0000950168-99-001203.hdr.sgml : 19990416 ACCESSION NUMBER: 0000950168-99-001203 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990415 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STRATEGIC SOLUTIONS GROUP INC CENTRAL INDEX KEY: 0000851943 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 112964894 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 001-12536 FILM NUMBER: 99594959 BUSINESS ADDRESS: STREET 1: 326 FIRST ST STE 100 CITY: ANNAPOLIS STATE: MD ZIP: 21403 BUSINESS PHONE: 4102637761 MAIL ADDRESS: STREET 1: 326 FIRST STREET STE 100 CITY: ANNAPOLIS STATE: MD ZIP: 21403 FORMER COMPANY: FORMER CONFORMED NAME: PACIFIC ANIMATED IMAGING CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PACIFIC ANIMATED IMAGING CORPORATION DATE OF NAME CHANGE: 19910814 FORMER COMPANY: FORMER CONFORMED NAME: TRANS AM CAPITAL CORP DATE OF NAME CHANGE: 19910227 10-K 1 STRATEGIC SOLUTIONS GROUP, INC. 10-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from _____________ to ____________ Commission File Number: 1-12536 - --------------------------------- STRATEGIC SOLUTIONS GROUP, INC. ------------------------------- (Exact name of Registrant as specified in its charter) ----------------------------------------------------- Delaware 11-2964894 ------------------------------ --------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 326 First Street, Suite 100 Annapolis, Maryland 21403 - --------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (410) 263-7761 --------------- Securities registered pursuant to Section 12(b) of the Act: Common Stock, $.0001 par value Securities registered pursuant to Section 12(g) of the Act: None - -------------------------------------------------------------------------------- (Title of Class) 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 Regulations S-K (ss.229.405 of this chapter) 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-KSB or any amendment to this Form 10-KSB. [ ] As of April 12, 1999 the aggregate market value of the voting stock held by non-affiliates, approximately 3,746,000 shares of Common Stock, $.0001 par value, was approximately $431,000 based on the closing sales price of $0.115 for one share of Common Stock on the Nasdaq Small Cap Market on such date. The number of shares outstanding of the Registrant's Common Stock, as of April 12, 1999 was 3,790,404. Documents incorporated by reference: Portions of the Registrant's definitive Proxy Statement regarding its 1999 Annual Meeting of Stockholders are incorporated by reference in Part III of this Report. PART I ITEM 1. DESCRIPTION OF BUSINESS. GENERAL During 1998, Strategic Solutions Group, Inc. and its subsidiaries ("the Company") provided custom interactive multimedia software. In addition, through April 8, 1998, the Company was a full service provider of technology based solutions and computer systems integration and support services, including the sale of hardware and software products, specializing in the development of software applications related to work group and work flow computing solutions. The Company's systems integration division was comprised of the business of U.S. Technologies, Inc. ("UST"), a wholly owned subsidiary, which the Company acquired in 1996. The Company's multimedia division designs, develops, and markets custom multimedia software used to deliver computer-based and web-based training, electronic performance support systems, multimedia manuals, sales and marketing presentations, and corporate communications. For the year ended December 31, 1998, approximately 74% of the Company's revenue was attributable to the multimedia division and approximately 26% to the systems integration division. In April 1998, UST was merged into and with SSGI-UST Acquisition Corporation, an existing corporation formed on March 5, 1998 and owned by the President of UST and other third parties. UST continued as the surviving corporation; accordingly, SSGI-UST Acquisition Corp. ceased to exist. Effective upon the merger, the Company's ownership in UST was reduced from 100% to approximately 14%. See "Systems Integration Services - Merger of UST" below and the Notes to the Consolidated Financial Statements. Accordingly, after that date, the Company's operations comprised the multimedia division only. CUSTOM MULTIMEDIA SOFTWARE The Company's multimedia division (the "division") provides technical consulting services that include analysis, design, and development of technology-based solutions and specializes in providing training solutions. Technology-based training encompasses a wide range of emerging technologies in the area of employee training, and can come in the form of computer-based training, web-based training, electronic performance support systems, and multimedia manuals. In addition, the division also designs and develops software for sales and marketing applications and corporate communications. Depending on a customer's needs, the division can produce multimedia software that includes interactive computer animation, full motion video, audio, high-end color graphics, text and hypertext providing vivid and effective instruction and information. The software developed by the division can be distributed over multiple platforms including MSWindows(TM) and DOS and can be delivered on diskette or CD-ROM. The Company believes that it can adapt its services using new and emerging technologies, such as internal corporate intranets or the Internet using the World Wide Web ("Web"). In addition, the incorporation of Web-Based training ("WBT") allows users to have access from anywhere in the world. The Company believes that the Internet and intranets will become increasingly important delivery methods in the future. According to a market research firm, International Data Corp. ("IDC"), companies spent approximately $18 billion worldwide in training for their workers in 1996 and by the year 2001 that annual bill is expected to grow to approximately $27.9 billion. In addition, according to IDC, offering employee training via the Internet and corporate intranets is a business that could grow at annual rates greater than 100% over the next few years. COMPUTER-BASED TRAINING ("CBT"). The division designs and develops custom computer-based training software, which provides an interactive learning experience to instruct employees how to use complex equipment or to understand complicated industrial processes by simulating operation and production procedures. The division's software typically replaces or supplements technical manuals and operating documentation and provides interactive self-paced training. It also often incorporates cut-away views of equipment that would be difficult or impossible to display in a real-world setting and enables users to learn complex processes by viewing them in real or lapsed time or in slow motion. Based on studies conducted and published by the American Society for Training and Development, management believes that CBT enables users to master skills and retains information more effectively than traditional instructor-led training. WEB-BASED TRAINING. Recent technological developments and advances in computer network technology enable the Company to deliver computer-based training over corporate intranets or the Internet via the Web. Web-based materials can be text-based (such as, lecture notes, case studies, and assignments) or they may be much like sophisticated CBT courseware. As a result of rapidly advancing Web browsers, high-speed communications, and innovative instructional design, it is possible that real-time animation, video, audio, and conferencing could be features included in a WBT solution. In addition, the incorporation of WBT allows users to have access from anywhere in the world. The Company believes that the Internet and intranets will become increasingly important delivery methods in the future. ELECTRONIC PERFORMANCE SUPPORT SYSTEMS ("EPSS"). The goal of an EPSS is to provide whatever information is necessary to accelerate performance and learning at the moment of need - commonly referred to as HELP SYSTEMS. The division designs and develops custom EPSS software to enable users to perform better at their jobs. This software provides computer-based support that is integrated into a workstation or work environment, and acts as a combination coach/trainer/job aid/reference. The Company believes that EPSS increases employee productivity by providing needed information and training when and where it is needed - and in an amount and format that is the most useful to the user. MULTIMEDIA MANUALS. The division provides turn-key multimedia manual services, using internally developed software tools. These tools enable the division to convert customer manuals, reference guides, or other technical materials into interactive multimedia software, including full-motion video, audio, animation and interaction. The Company believes that these services enable customers to obtain a technology-based solution in less time and at a relatively low cost as compared to traditional custom software services. 2 SALES AND MARKETING. The division designs and develops custom sales and marketing software which enables manufacturers and distributors to demonstrate their products to potential customers at trade shows or in kiosks. This software can enhance sales and marketing presentations by encouraging customer participation through the use of interactive product demonstrations. CORPORATE COMMUNICATIONS. The division designs and develops custom multimedia software for internal and external corporate communications. Examples include software used to disseminate corporate policies and procedures and information about a company's products and services. The Company believes that its custom multimedia development services can be used to create a technology-based solution, including web-based, that is comprehensive and cost-effective and delivers lively and compelling messages to large groups of employees in disparate locations. DEVELOPMENT AND SERVICES. The Company's custom multimedia services for the above technology-based solutions include needs analysis, design specification and product development. Needs analysis typically takes from three to four weeks and the charges for such services can range from $10,000 to $20,000. The design phase lasts from four to six weeks and the charges for such services can range from $20,000 to $40,000. Depending upon a project's scope and features, the time required to complete software development can range anywhere from one month to several years and the charges for such services can range from $10,000 to $1 million. At the outset of each project, the Company provides the customer with a statement of work that details the services that the Company will provide, sets forth the amount that the Company will charge, and provides a work and payment schedule. Any changes to the project that will result in additional charges are submitted to the customer for approval prior to providing the services. The payment schedule varies from customer to customer, but usually includes some form of up-front payment and progress payments based upon the completion of phases of the project. To date, the Company has not experienced any significant difficulties in delivering its custom software products to customers in accordance with schedules. The Company's contracts with respect to its services include an express warranty that usually terminates upon acceptance of the software by the customer. However, the Company generally will service the software to ensure that it performs as set forth in the statements of work for a one-year period. Because of the extensive testing and evaluation procedures performed in conjunction with the customer that are undertaken during the development process, to date, servicing cost after customer acceptance has been insignificant. Post-development support services are available and are billed separately, usually on an hourly basis. SYSTEMS INTEGRATION SERVICES The Company acquired UST, a full-service provider of computer systems integration and support services, in July 1996. Products and services included the sale of hardware and software products and the development of software applications for and providing services related to work group and work flow-computing solutions. UST is a Lotus Premium Business Partner that 3 develops software applications used in conjunction with, and provides services related to the use of Lotus Notes(R) and Domino(TM). Through June 30, 1997, UST was also an IBM Industry Remarketer of AS/400(R) and RS/6000(R) midrange computers. However, effective June 30, 1997, UST chose to no longer sell the IBM AS/400(R) and RS/6000(R) midrange computers due to gross margins being lower than originally anticipated. LOTUS PREMIUM BUSINESS PARTNER. Lotus Notes(R) and Domino(TM) are proprietary groupware and messaging software products developed by Lotus Development Corporation that enable users to communicate and collaborate over a local area network or telecommunications link and access documents and data residing on a shared computer, or server. As a Lotus Premium Business Partner, UST develops a wide variety of custom software applications expanding the applicability of Lotus Notes(R)/Domino(TM) to a particular customer's needs. Such applications have included numerous project, time, sales, and database management applications. For example, UST developed a sales force automation system for a publisher and distributor of secondary education products and a quality control application for an international manufacturer of consumer goods. UST also provides a full complement of services related to the use of Lotus Notes(R)/Domino(TM), including the integration, design, development and installation of computer systems, intranet and Internet services, and education and support services. DEVELOPMENT AND SERVICES. At the outset of each systems integration project, UST provides each of its customers with a statement of work that details the products and services that UST will provide, sets forth a good faith estimate of the amount UST will charge, and provides a work and payment schedule. The payment schedule varies from customer to customer, but usually includes some form of up-front payment and either weekly or monthly payments or payments based upon the completion of phases of the project. Because of the extensive testing and evaluation procedures that are undertaken in conjunction with its customers with respect to the Company's systems integration services, the Company does not provide warranties with respect to such services. Lotus Development Corporation and IBM, as well as other equipment manufacturers, provide the Company's customers with limited warranties on their products. IBM INDUSTRY REMARKETER. In November 1996, UST became an IBM Industry Remarketer for the AS/400(R) and RS/6000(R) midrange computers. Midrange computers generally are the most powerful computers frequently used by mid-sized companies (companies with annual sales of $25 to $250 million). During the fourth quarter of 1996, UST entered into an agreement with Support Net, Inc., IBM's largest Managing Industry Remarketer, that enabled UST to sell the AS/400(R) and RS/6000(R) midrange computers on a non-exclusive basis to end users of those computers located in the United States. However, effective June 30, 1997, UST chose to no longer sell the IBM AS/400(R) and RS/6000(R) midrange computers due to gross margins being lower than originally anticipated. Accordingly, those agreements were terminated. Total product sales by UST for the year ended December 31, 1997 was approximately $2.1 million, of which approximately 64% was attributable to the sales of the IBM AS/400(R) and RS/6000(R) midrange computers. 4 DIVESTITURE OF UST. In April 1998, UST was merged into and with SSGI-UST Acquisition Corporation, an existing Florida company owned by the President of UST and other third parties, and UST continued as the surviving corporation. Accordingly, after that date, the Company's operations do not include the operations of UST. UST immediately began pursuing a private placement of its equity securities in an attempt to raise approximately $2,000,000 and has long-term plans to pursue a public offering of its equity securities. In consideration for the merger, SSGI received the following: (1) 100,000 shares of common stock of UST valued at $500,000 or $5.00 per share. These shares are subject to a registration rights agreement giving the Company the right to demand registration or a piggy back registration of UST's shares; (2) A promissory note from UST in the principal amount of $600,000 with 6% interest due the earlier of the closing of the $2,000,000 private placement or 60 days from the closing of the merger. The promissory note is secured by all the assets of UST and the pledge of all of the outstanding stock of UST; As of December 31, 1998, UST is in default on the promissory note. (3) A 6% subordinated convertible debenture in the principal amount of $1,027,808. The debenture is due the earlier of a public offering of UST's securities or 18 months from the date of the merger. In addition, the Company has the option to convert the debenture into shares of UST's common stock at a 20% discount at the time of conversion. In accordance with Staff Accounting Bulletin 5-E "Accounting for Divestiture of a Subsidiary or Other Business Operation" ("SAB 5-E), the transaction with UST was accounted for as a divestiture. Accordingly, the consideration received was recorded as assets in the Company's consolidated balance sheet and the related gain was deferred until the Company ultimately collects the cash as prescribed under SAB 5-U, "Gain Recognition on the Sale of a Business or Operating Assets to a Highly Leveraged Entity." Subsequent to the divestiture, the Company determined that due to UST's financial prospects, significant uncertainty existed relating to the realizability of the stock received and the collectibility of the promissory note and debenture and wrote off the assets related to the divestiture. CUSTOMERS AND BACKLOG The Company's multimedia customers traditionally have been comprised primarily of large manufacturers who must train employees to use complex equipment or understand complicated industrial processes. To date, such customers have represented a broad range of industries, including the automotive, packaging, electronics, pharmaceutical, beverage bottling, and fitness and food manufacturing industries, as well as government agencies located throughout the United States. As part of its strategy to grow revenues, the multimedia division has identified strategic vertical markets with business-critical needs that can be addressed by the Company's technology-based solutions. The multimedia division has implemented a new sales and marketing strategy which targets its efforts on the manufacturing and transportation industries. The division intends to leverage its existing relationships and expand its sales and marketing efforts to increase market share in these industries. 5 Systems integration services customers are generally mid to large size companies that have or require at least 50 individual computers to be attached to a network. These customers represent a wide variety of industries and service organizations. While a substantial percentage of the systems integration revenues historically have been generated by customers located within Florida, where UST is located, this percentage has decreased as UST markets its products and services to customers located outside of the state. During fiscal 1998, there were two customers, Mack Trucks Inc. and Federal Highway Administration, that accounted for at least 10% of the Company's consolidated revenue. During fiscal 1997, there were no customers that accounted for at least 10% of the Company's consolidated revenue. During fiscal 1996, one systems integration customer, Data Systems International, accounted for approximately 10% of the Company's consolidated revenue. As of December 31, 1998, backlog (i.e., the difference between the fees payable to the Company set forth in existing contracts and the amount of such fees that had been recognized as revenue on the Company's financial statements) of its custom multimedia software services totaled approximately $400,000, all of which is expected to be earned during 1999. There can be no assurance that contracts reflected in backlog will not be cancelled or delayed. Accordingly, the Company believes that backlog is not a reliable measure of future revenue. RESEARCH AND DEVELOPMENT For the years ended December 31, 1998 and 1997, costs associated with research and development activities totaled approximately $55,400 and $323,000, respectively. Historically, research and development activities included the development of a library of reusable applications, codes, utilities, and tools that the Company can utilize in the early stages of development of many of its software applications. To date, no costs have been capitalized due to the expenditures for any one reusable application, code, utility, or tool not being material. The Company believes that costs for research and development will continue in the future at consistent levels as the Company plans to continue improving its existing reusable applications, codes, utilities, and tools, as well as the development of new reusable applications, codes, utilities, and tools. In addition, future research and development efforts may include the development of products to be sold. SALES AND MARKETING As of December 31, 1998, the Company employed three people involved in sales who receive a combination of salary and commission. The direct sales force focuses on large customers and leverages its industry experience to access target organizations within particular vertical markets. These markets are characterized by business areas to which the Company's services and technology are particularly well suited, and by participants who possess the financial resources and scale of operations necessary to support the types of services provided the Company. The Company also employs other business development and marketing techniques to communicate directly with current and prospective clients. 6 In order to increase revenues, the multimedia division has recently implemented a more focused sales and marketing strategy which targets its efforts to providing technology-based training solutions to the manufacturing and transportation industries. Existing clients are also an important component of the Company's marketing strategy. Follow-on projects leverage sales and marketing resources and strengthen the Company's client relationships. The Company believes that it has good relationships with its existing customer base and expects that these contacts will enable it to successfully pursue this strategy. COMPETITION The information technology consulting, software development, and business solution markets include a large number of participants, are subject to rapid change, and are highly competitive. The Company competes with and faces potential competition for clients and experienced personnel from a number of companies that have substantially greater financial, technical, sales, marketing, and other resources, and generate greater revenues, as well as have greater name recognition than the Company. These markets are highly fragmented and served by numerous firms, many of which serve only their respective local markets. In addition, clients may elect to use their internal information systems resources to satisfy their needs for software and application development and consulting services, rather than using those offered by the Company. The Company's custom multimedia software business competes with companies that produce interactive training software (custom and off-the-shelf) and other third-party suppliers of training and marketing materials, as well as internal training and information systems resources of potential customers. The Company's clients primarily consist of large organizations, including agencies of the federal government, and there are an increasing number of professional services firms seeking information technology consulting and software development engagements from that client base. The Company believes that the principal competitive factors in the information technology consulting and software development industry include responsiveness to client needs, project completion time, quality of service, price, project management capability, and technical expertise. The Company believes that it presently competes favorably with respect to each of these factors. However, the Company's markets are still evolving and there can be no assurance that the Company will be able to compete successfully against current and future competitors and the failure to do so successfully will have a material adverse effect upon the Company's business, operating results, and financial condition. The Company believes that its ability to compete also depends in part on a number of competitive factors outside its control, including, the ability of its competitors to hire, retain and motivate personnel; the development by others of software that is competitive with the Company's services; the price at which others offer comparable services; and the extent of its competitor's responsiveness to customer needs. 7 INTELLECTUAL PROPERTY Most of the Company's contracts state that its software is proprietary and that title to and ownership of its software generally reside with the Company. The Company grants nonexclusive licenses to customers for software developed by the Company for such customers. Like many software firms, the Company has no patents. The Company attempts to protect its rights with a combination of copyright, trade secret laws, and employee and third-party nondisclosure agreements. Despite these precautions, it may be possible for unauthorized third parties to copy certain portions of the Company's products or obtain and use information that the Company regards as proprietary, such as source codes or programming techniques. As the number of software products increases and their functionality further overlaps, the Company believes that software programs will increasingly become the subject of infringement claims. Although the Company's products have never been the subject of an infringement claim, there can be no assurance that third parties will not assert infringement claims against the Company in the future or that any such assertion may not require the Company to enter into royalty arrangements or result in costly litigation. PRODUCT LIABILITY INSURANCE The Company does not currently carry product liability insurance and there can be no assurance that such coverage, if obtainable, would be adequate in terms and scope to protect the Company against material adverse effects in the event of a successful product liability claim. Although the Company has not been subject to any product liability claims, such claims could arise in the future. There can be no assurance that the Company would have sufficient resources to satisfy any liability resulting from these claims or would be able to have its customers indemnify the Company against such claims. EMPLOYEES As of December 31, 1998, the Company had fourteen full-time employees, three of whom were in administration, three of whom were in sales and marketing, and eight of whom held professional technical positions. None of the Company's employees are represented by unions. Management believes the Company's employee relations are good. The Company's success will depend upon its ability to attract, retain, and motivate highly-skilled employees, particularly project managers and other senior technical personnel. Qualified personnel are in particularly great demand and are likely to remain a limited resource for the foreseeable future. However, the Company believes that it has been successful in its efforts to attract and retain the number and quality of professionals needed to support present operations and future growth. Although the Company expects to continue to attract sufficient numbers of highly skilled employees and to retain its existing technical personnel for the foreseeable future, there can be no assurance that the Company will be able to do so. 8 ITEM 2. DESCRIPTION OF PROPERTY. The Company leases office space in Annapolis, Maryland. The lease requires the Company to pay monthly rent of approximately $4,400 and expires on December 31,1999. Management believes that its current office facilities are adequate and suitable for the Company's current operations. ITEM 3. LEGAL PROCEEDINGS. In January 1998, the Company issued a notice of redemption of its Subordinated Convertible Debenture (the "Debenture") based on management's interpretation of the contract and issued 1,052,624 shares of its common stock in payment of the redemption amount. The holder of the Debenture refused to accept the shares tendered, delivered a notice of partial conversion of the Debenture, and filed suit against the Company in the Delaware Chancery Court alleging that the terms of the Debenture permitted cash redemption only, that the redemption was therefore invalid, and that the Company was required to honor the holder's conversion notice. On April 23, 1998, the Court ruled in favor of the Debenture holder, declaring the redemption invalid and imposing a penalty of $106,000 against the Company for delay in delivering the shares issuable in accordance with the holder's conversion notice. The $106,000 penalty was expensed in the second quarter and included in other expenses on the statement of operations. In addition, the Company executed a judgement note payable with the Debenture holder to pay the $106,000 in monthly payments of $7,500 until paid in full with interest at 10% per annum and acceleration upon SSGI's receipt of payments from UST. Subsequently, the Debenture holder requested payment of an additional penalty of $160,000, claiming that the Company did not register the common stock issuable upon conversion of the Debenture under the Securities Act of 1933 within the time required by a registration rights agreement between the Company and the Debenture holder. No discovery has been taken and no prediction can be made as to its outcome. The Company believes that it fully complied with its obligations under the registration rights agreement and intends to vigorously defend any action seeking to collect such penalty. The Company is not subject to any other legal proceedings other than claims that arise in the ordinary course of its business. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None. 9 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS The Company's Common Stock has been listed on the Nasdaq Small Cap Market under the symbol "SSGI" and on the Boston Stock Exchange under the symbol "STG." Before November 11, 1993, the Company's Common Stock traded in Nasdaq's over-the-counter market and was quoted in the "Pink Sheets." In February 1998, the Company was notified by Nasdaq that it was not in compliance with Nasdaq's new net tangible assets requirement and that the Company's securities were scheduled for delisting. On September 1, 1998 the stock was formally delisted. In addition, in July 1998, the Company's stock was delisted from the Boston Stock Exchange due to its failure to report stockholder's equity of at least $500,000. The following table shows the high and low sale prices for the Company's Common Stock, for the periods indicated, based upon information supplied to the Company from Nasdaq. Year High Low ---- ---- --- 1998 ---- 1st Quarter $3.06 $0.81 2nd Quarter $1.50 $0.31 3rd Quarter $0.75 $0.16 4th Quarter $0.17 $0.02 1997 ---- 1st Quarter $15.625 $12.00 2nd Quarter $13.125 $4.50 3rd Quarter $7.125 $3.375 4th Quarter $5.375 $0.75 The closing bid price for the Company's Common Stock on December 31, 1998, was $0.0469. The Company had approximately 174 holders of record of Common Stock as of December 31, 1998. Management believes that the number of beneficial holders of the Company's Common Stock as of December 31, 1998, was approximately 3,000. No cash dividends have been paid by the Company on its Common Stock and no such payment is anticipated in the foreseeable future. 10 ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. THE FOLLOWING PARAGRAPHS CONTAIN CERTAIN FORWARD LOOKING STATEMENTS, WHICH ARE WITHIN THE MEANING OF AND MADE PURSUANT TO THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THE FORWARD LOOKING STATEMENTS INCLUDE, WITHOUT LIMITATION, THOSE REGARDING THE PROSPECTS FOR AND FACTORS AFFECTING FUTURE REVENUES AND PROFITABILITY, LIKELIHOOD OF ADDITIONAL FINANCING, MARKETING, AND CASH REQUIREMENTS FOR FUTURE OPERATIONS. READERS ARE CAUTIONED THAT FORWARD LOOKING STATEMENTS INVOLVE RISKS, UNCERTAINTIES, AND FACTORS THAT MAY AFFECT THE COMPANY'S BUSINESS AND PROSPECTS, INCLUDING WITHOUT LIMITATION THOSE DESCRIBED BELOW AS WELL AS THE RISKS ASSOCIATED WITH: THE NATURE OF COMPETITION; TECHNOLOGICAL DEVELOPMENTS; AND EFFECTIVE MARKETING; ALL AS DISCUSSED IN THE COMPANY'S FILINGS WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. OVERVIEW The Company's revenues are comprised of service fees, product sales, and royalties. Service fees are generated from the development of custom multimedia software and from systems integration services provided by UST, the Company's subsidiary acquired in July 1996 and divested in April 1998. Product sales are for software and hardware products sold by UST as part of their system integration services. In April 1998, UST was divested into a separate operating entity and, accordingly, its revenues and results of operations have not been included in the Company's results of operations after that date. See Note 2 to the Notes to Consolidated Financial Statements. Royalties are paid to the Company by customers who resell copies of software developed by the Company for such customers. FISCAL 1998 COMPARED TO FISCAL 1997 Total revenues for the year ended December 31, 1998 were $1,658,596 as compared to $4,791,823 for the same period of 1997, a decrease of approximately $3.1 million. The decrease is primarily attributed to the inclusion of only three months of UST revenues, approximately $435,000, in 1998 as compared to the inclusion of twelve months of UST revenues, approximately $3.9 million, in the prior year. Revenue from the Company's custom software services increased by approximately $330,000 from the prior year. The net loss and net loss per share were $2,662,394 and $1.06 per share, respectively, for the year ended December 31, 1998, as compared to a net loss and loss per share of $2,900,356 and $1.70, respectively, for the prior year. During the year ended December 31, 1998, revenue from custom multimedia software development services was $1,171,648, as compared to $855,766, for the prior year, an increase of approximately $315,900 or 37%. The increase was primarily due to an increase in the size of new contracts the Company was able to secure. The Company's strategy to grow revenue from custom multimedia software development services includes targeting its sales and marketing efforts of technology-based training solutions to the manufacturing and transportation industries. 11 During the year ended December 31, 1998, revenue from services fees for systems integration and software development services provided by UST was $361,704 as compared to $1,802,643 in the prior year, a decrease of approximately $1.4 million. The decrease is due to the inclusion of only three months of UST revenues in 1998 as compared to twelve months in the prior year. During the year ended December 31, 1998, revenue from sales of products was $73,328, as compared to $2,095,218 in the prior year, a decrease of approximately $2 million. This revenue represents sales of computer hardware and software products by UST as part of their systems integration services. The decrease is due to the inclusion of only three months of UST revenues in 1998 as compared to twelve months in the prior year. The Company has entered into agreements that allow certain customers to resell copies of the Company's software products in exchange for royalty payments. Royalties were $51,916 during the year ended December 31, 1998 as compared to $38,196 for the prior year, an increase of approximately $13,700 or 36%. The increase is due primarily to an increase in the number of marketing and development partners during 1998. The Company continually explores additional marketing and development partners to increase revenues generated from royalty arrangements. During the year ended December 31, 1998, the cost of service fees for custom multimedia software services was $562,137 as compared to $623,879 in the prior year, resulting in gross margins of approximately 52% and 27%, respectively. The improvement in gross margins is primarily due to the consolidation of the multimedia related operations into one location, as well as an increase in revenue. During the year ended December 31, 1998, the cost of service fees for systems integration services provided by UST was $239,031 as compared to $1,054,825 in the prior year, resulting in gross margins of approximately 34% and 41%, respectively. The decline in gross margin for 1998 is due to the inclusion of only three months of UST operating expenses in 1998 as compared to twelve months in the prior year. . Cost of product sales was $44,493 for the year ended December 31, 1998, as compared to $1,848,385 in the prior year, resulting in gross margins of approximately 39% and 12%, respectively. The higher gross margin for 1998 is due to UST's discontinuance of the sale of certain less profitable computers during 1997. As such, UST focused its sales efforts on more profitable products during 1998. During the year ended December 31, 1998, total operating expenses were $3,327,090 as compared to $3,815,156 in the prior year, a decrease of approximately $488,000 or 13%. This decrease is primarily due to the inclusion of only three months of UST operating expenses in 1998 as compared to twelve months in the prior year, and is offset by the write-off of the carrying amount of an asset related to a consulting services contract as of December 31, 1998. See Note 13 to the Company's financial statements herein for more information on the consulting services contract written of as of December 31, 1998. 12 During the year ended December 31, 1998, research and development expenses were $55,455 as compared to $323,002 for the prior year. Research and development expenses included improvements on existing tools and the development of software tools and applications to be sold. The decrease of approximately $268,000 in 1998 is primarily attributed to the divestiture of UST. During the year ended December 31, 1998, selling, general and administrative expenses were $2,361,634 as compared to $3,492,154 in the prior year, a decrease of approximately $1,125,000, or 32%. The decrease is primarily due to the inclusion of only three months of UST operations in 1998 as compared to twelve months in the prior year. During the year ended December 31, 1998, total other expense increased by approximately $27,000 from the prior year primarily due to an increase in amortization of deferred costs as well as a penalty of $105,800 paid pursuant to a settlement relating to the Company's convertible subordinated debenture. FISCAL 1997 COMPARED TO FISCAL 1996 Total revenues for the year ended December 31, 1997 were $4,791,823 as compared to $1,588,094 for the same period of 1996, an increase of approximately $3.2 million. This increase was primarily attributable to the inclusion of twelve months of UST revenues of approximately $3.9 million in 1997 as compared to the inclusion of six months of UST revenues of approximately $960,000 in the prior year following its acquisition by the Company in July 1996, as well as an increase in UST's revenue from product sales. In addition, revenue from the Company's custom software services increased by approximately $303,000 from the prior year. The net loss and net loss per share were $2,900,356 and $1.70 per share, respectively, for the year ended December 31, 1997 as compared to a net loss and net loss per share of $3,823,621 and $2.58 per share, respectively, for the prior year. During the year ended December 31, 1997, revenue from services fees for systems integration and software development services provided by UST was $1,802,643 as compared to $603,366 in the prior year, an increase of approximately $1.2 million. The increase is due to the inclusion of twelve months of UST revenues in 1997 as compared to only six months in the prior year following its acquisition by the Company in July 1996. In addition, UST's revenues increased during 1997 due to improved sales focus achieved after the acquisition. During the year ended December 31, 1997, revenue from custom multimedia software development services was $855,766 as compared to $552,397 for the prior year, an increase of approximately $303,000 or 55%. The increase was primarily due to an increase in the size of new contracts the Company was able to secure. The Company's strategy to grow revenue from custom multimedia software development services includes continuing to pursue larger contracts. 13 During the year ended December 31, 1997, revenue from sales of products was $2,095,218, as compared to $372,256 in the prior year, an increase of approximately $1.7 million. This revenue represents sales of computer hardware and software products by UST as part of their systems integration services. The increase is due to the inclusion of twelve months of UST revenues in 1997 as compared to only six months in the prior year following its acquisition by the Company in July 1996. In addition, UST's revenues increased during 1997 due to the sales of IBM AS/40 and RS/6000 midrange computers under UST's Industry Remarketer Agreement with IBM through June 30, 1997. Sales of the IBM midrange computers accounted for approximately 70% of the revenue from product sales through June 30, 1997. However, effective June 30, 1997, UST chose to no longer sell the IBM AS/400 and RS/6000 midrange computers due to gross margins being lower than anticipated. During 1997, UST continued to sell miscellaneous computer hardware and software as part of their systems integration business. Accordingly, revenue from product sales decreased in the second half of 1997 and remained at similar levels through the date of the merger in April 1998. The Company entered into agreements that allow certain customers to resell copies of the Company's software products in exchange for royalty payments. Royalties were $38,196 during the year ended December 31, 1997 as compared to $60,075 for the prior year, a decrease of approximately $22,000 or 36%. The Company generally expects royalty revenue to decrease due to the aging shelf life of products for which the Company currently receives royalties. However, the Company continually explores additional marketing and development partners to increase revenues generated from royalty arrangements. During the year ended December 31, 1997, total operating expenses were $7,342,245 as compared to $5,419,016 in the prior year, an increase of approximately $1.9 million, or 35%. The prior year expenses included approximately $867,000 for the write-offs of purchased research and development and goodwill in connection with the acquisitions of Forsight and UST. Accordingly, the increase from the prior year excluding the write-offs was approximately $2.8 million. This increase is primarily due to the inclusion of twelve months of UST operating expenses in 1997 as compared to only six months in the prior year following its acquisition by the Company in July 1996. In addition, the first six months of 1997 included the cost of product sales related to the sale of IBM AS/40 and RS/6000 midrange computers under UST's Industry Remarketer Agreement with IBM. During the year ended December 31, 1997, the cost of service fees for systems integration services provided by UST was $1,054,825 as compared to $602,718 in the prior year, resulting in gross margins of approximately 41% and 0%, respectively. The improved gross margin for 1997 is due to an increase in revenue for services and improvements in UST's project bidding and tracking procedures. The break-even gross margin for the 1996 period was primarily due to the lower than anticipated level of sales for that period, as well as employee turnover as a result of the July 1996 acquisition of UST by the Company. During the year ended December 31, 1997, the cost of service fees for custom multimedia software services was $623,879 as compared to $782,413 in the prior year, resulting in gross margins (loss) of approximately 27% and (42%), respectively. The improvement in gross margins 14 is primarily due to the consolidation of the multimedia related operations into one location, as well as an increase in revenue. The consolidation of the Redmond, Washington office was completed by December 31, 1996. Cost of product sales was $1,848,385 for the year ended December 31, 1997, as compared to $223,498 in the prior year, resulting in gross margins of approximately 12% and 40%, respectively. The lower gross margin for 1997 is due to UST's attempt to enter the IBM AS/400 and RS/6000 midrange computer market by making sales at low gross margins. As discussed above, UST discontinued the sale of these computers effective June 30, 1997. Although UST will continue to sell miscellaneous computer hardware and software items as part of their systems integration business, gross margins are not expected to be significant in future periods. The gross margin for 1996 was unusually high due to an unusual one-time transaction related to the sale of an IBM mid-range computer recognized during 1996 by UST. During the year ended December 31, 1997, research and development expenses were $323,002 as compared to $251,778 for the prior year. Research and development expenses included improvements on existing tools and the development of software tools and applications to be sold. During the year ended December 31, 1997, selling, general and administrative expenses were $3,492,154 as compared to $2,691,483 in the prior year, an increase of approximately $800,000, or 30%. The increase is primarily due to the inclusion of twelve months of UST operations in 1997 as compared to only six months in the prior year following its acquisition by the Company in July 1996. During the year ended December 31, 1997, total other income (expense) increased by approximately $357,000 from the prior year primarily due to a beneficial conversion interest charge of approximately $339,000 recognized in 1997 in connection with the Company's 6% subordinated convertible debenture. In addition interest expense increased due to the inclusion of twelve months of interest on UST's obligations to a bank in 1997 as compared to only six months in the prior year following its acquisition by the Company in July 1996 and interest expense for the Company's 6% debentures issued in October 1997. CASH FLOW, LIQUIDITY AND CAPITAL RESOURCES The Report of Independent Accountants on the 1998 consolidated financial statements of the Company includes an explanatory paragraph stating that the recurring losses from operations and the existing cash resources may be insufficient to fund planned operations and that these conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company incurred a net loss of $2,891,360 for the year ended December 31, 1998, and as of December 31, 1998 had an accumulated deficit of $16,457,675. In addition, in April 1998, the Company settled certain litigious matters with the holder of its convertible subordinated debenture, which resulted in the debenture being reinstated. See Note 14 to the Notes to Consolidated Financial Statements. As discussed in Note 1 to the Notes to the Consolidated Financial Statements and under STRATEGY TO ACHIEVE PROFITABLE OPERATIONS below, the Company plans to implement certain actions to address the 15 losses and liquidity matters. However, there can be no assurance that such actions will generate sufficient cash flow to ensure the continued existence of the Company; or that additional financing will be available from any sources at terms and conditions suitable to the Company. For the year ended December 31, 1998, the Company used cash of approximately $1,027,000 in operations. In addition to the net loss of approximately $2.9 million, the Company experienced increases in accounts receivable and other assets. Net cash of approximately $17,000 was used for the purchase of equipment. Net cash of approximately $30,000 was used to make payments on UST's obligations to a bank and pay a fee in connection with the Company's convertible subordinated debenture. For the year ended December 31, 1997, the Company used cash of approximately $2.2 million in operations. In addition to the net loss of approximately $2.9 million, the Company experienced an decrease in accounts receivable and a corresponding decrease in accounts payable and accrued expenses. Net cash of approximately $474,000 was provided from proceeds received at maturity of U.S. government securities, offset by net cash of approximately $87,000 used for the purchase of equipment. Net cash of approximately $2.0 million was provided by financing activities representing approximately $2.3 million provided by the issuance of the Company's 6% Subordinated Convertible debenture and the exercise of common stock options and warrants, offset by approximately $334,000 used to make payments on UST's obligations to a bank. Existing cash and cash equivalent balances, together with funds to be generated from investment income and future revenues are not expected to provide sufficient liquidity to meet anticipated cash needs on either a short-term or long-term basis. On April 8, 1998, the Company completed the divestiture of its wholly owned subsidiary, UST, as described in "Description of Business - Systems Integration Services" and Note 2 to the Notes to the Consolidated Financial Statements. Consideration received by the Company includes (i) 100,000 shares of common stock of UST valued at $500,000 or $5.00 per share; (ii) a $600,000 promissory note due the earlier of the closing of a $2,000,000 private placement or sixty days of the closing of the merger; and (iii) a convertible debenture for $1,025,000 due the earlier of 18 months from the closing of the merger or at the time of a public offering by UST. Management recognizes that the Company will require additional financing until such time that revenues are of sufficient volume to generate positive cash flows from operations. Although the Company will be seeking financing from placements of equity or debt securities, there can be no assurances that such financing will be available, or if available, will be under terms and conditions suitable to the Company. The unavailability or timing of any financing, could prevent or delay the continued development and marketing of the products of the Company and could require substantial curtailment of operations of the Company. . In addition, in February 1998, the Company was notified by Nasdaq that it was not in compliance with Nasdaq's new net tangible assets requirement and that the Company's securities were scheduled for delisting. Although the Company formally requested a temporary exemption, Nasdaq effected delisting on September 1, 1998, after which SSGI's shares have traded on the Nasdaq "bulletin board". SSGI would prefer that they be listed among the small cap companies, and the Company will apply for such listing when its corporate profile again meets the 16 requirements. Meanwhile, there is an efficient market for the sale and purchase of the Company's shares. OTHER FACTORS AFFECTING FUTURE RESULTS RECENT LOSSES AND ACCUMULATED DEFICIT. The Company incurred a net loss of approximately $2,891,000 for the year ended December 31, 1998 and had an accumulated deficit of approximately $16,458,000 as of December 31, 1998. There can be no assurance that the Company will not incur significant additional losses for a longer period, will generate positive cash flow from its operations, or that the Company will attain or thereafter sustain profitability in any future period. To the extent the Company continues to incur losses or grows in the future, its operating and investing activities may use cash and, consequently, such losses or growth will require the Company to obtain additional sources of financing in the future or to reduce operating expenses. GOING CONCERN ASSUMPTIONS; FUTURE CAPITAL NEEDS; NO ASSURANCE OF FUTURE FINANCING. The Company's independent accountants' report on its financial statements as of and for the years ended December 31, 1998 and 1997 contains an explanatory paragraph indicating that the Company's historical operating losses and limited capital resources raise substantial doubt about its ability to continue as a going concern. The Company may require substantial additional funds in the future, and there can be no assurance that any independent accountants' report on the Company's future financial statements will not include a similar explanatory paragraph if the Company is unable to raise sufficient funds or generate sufficient cash from operations to cover the cost of its operations. STRATEGY TO ACHIEVE PROFITABLE OPERATIONS In April of 1998, the Company divested itself of UST, which had been a wholly owned subsidiary. The rationale governing that divestiture recognized that UST would require a disproportionately large part of the Company's present and future capital in order to become viable. As an independent entity, UST has been working closely with its investment bankers to obtain adequate new funding. This effort by UST is important to the Company because, if it is successful, it will enable UST to repay its obligations to the Company in the shortest time possible. However, due to the uncertainty of UST's ability to raise additional capital and perform on its obligations due the Company, management believes the assets recorded at the time of the divestiture are fully impaired and as such, has written them down to zero as of December 31, 1998. The Company's current operations, subsequent to the UST divestiture, are those comprising its former Multimedia Division which has as its mission statement - "We optimize human performance using leading edge technology-based training solutions to eliminate the barriers of time and space." Within those parameters, there has been a substantial year-to-year growth in revenues. (1997 more than 50% over 1996: 1998 more than 37% over 1997). This trend appears to be continuing into 1999. 17 The Company's current growth strategy includes the implementation of a more focused sales and marketing effort which targets the division's sales and marketing of technology-based training solutions to the manufacturing and transportation industries. Existing clients are an important component of the Company's marketing strategy. Follow-on projects leverage sales and marketing resources and strengthen the Company's client relationships. The Company believes that it has good relationships with its existing customer base and expects that these contacts will enable it to pursue this strategy successfully. In addition, the Company is producing more and more Internet compatible products, and is continually investigating and leveraging this knowledge for future applications. The Company believes that Internet related projects will become the primary source of revenue generation in the not too distant future. In the normal course of business, the Company evaluates the acquisition of businesses, products and technologies that complement the Company's business. In addition, the Company may also evaluate strategic alliances and joint ventures that can provide the Company with additional complementary capabilities or further broaden its base of customers requiring the products and services currently provided. During 1998, the Company and TAMSCO (a private corporation) agreed to seek external financing which would facilitate a merger of their operations. Unfortunately, our financial consultants have not yet been able to arrange such funding on acceptable terms, and consequently we do not anticipate that a merger with TAMSCO will be effected in the foreseable future. Notwithstanding, SSGI intends to evaluate this and other potential mergers which might enhance our Company's growth by adding complementary, similar product lines. There can be no assurance that the strategies addressed above and elsewhere herein will generate sufficient revenues and cash flow for the Company to reach profitability or to ensure the continued existence of the Company. IMPACT OF INFLATION Inflation has not had any significant effect of the Company's operations. NEW ACCOUNTING STANDARDS During 1998, the Company adopted SFAS No. 130 "Reporting Comprehensive Income" and SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information." SFAS 130 established standards for reporting comprehensive income in a full set of general purpose financial statements either in the income statement or in a separate statement. The Company's comprehensive income is the same as its net income for all periods presented. SFAS No. 131 requires the Company to report financial and descriptive information about its reportable operating segments. The accounting policies of the segments are the same as those described in Note 1 to the Company's financial statements. From July 1996 through March 1998, the Company was a full service provider of technology based software solutions and computer systems integration and support services. To achieve these objectives, the Company had two reportable segments during that timeframe: a systems integration division and a multimedia division. For a description of the divisions see Note 1 in the financial statements. In December 1998, the Accounting Standards Executive Committee of the AICPA issued Statement of Position (SOP) 98-9, "Modification of SOP 97-2, Software Revenue Recognition, 18 With Respect to Certain Transactions." SOP 98-9 modifies SOP 97-2 by requiring revenue to be recognized using the "residual method" if certain conditions are met. SOP 98-9 will be effective for the Company's 2000 financial statements. Management is assessing the impact that SOP 98-9 will have on the Company's results of operations. IMPACT OF YEAR 2000 ISSUE The Company is aware of and is addressing the issues associated with the programming code in existing computer systems as the year 2000 approaches. The "Year 2000" problem is complex, as many computer systems will be affected in some way by the rollover of the two-digit year value to 00. Systems that do not properly recognize such information could generate erroneous data or cause a system to fail. The "Year 2000" issue creates risk for the Company from unforeseen problems in its own computer and embedded systems and from third parties with whom the Company deals on financial and other transactions worldwide. Failure of the Company's and/or third parties' computer systems could have a material impact on the Company's ability to conduct its business. The Company's payroll information system includes an ADP system which was upgraded to the most recent version in 1998. The system is believed to be "Year 2000" complaint. For the year 2000 non-compliance issues identified to date, the cost of remediation is currently not expected to be material to the Company's operating results. The Company currently expects to substantially complete remediation and validation of its internal systems, as well as develop contingency plans for certain internal systems by mid-1999. However, if implementation of replacement upgraded systems or software is delayed, if significant new non-compliance issues are identified, or if contingency plans fail, the Company's results of operations or financial condition could be materially adversely affected. Where practicable, the Company will attempt to mitigate its risks with respect to the failure of third parties to be Year 2000 ready, including developing contingency plans where practicable. However such failures, including failures of any contingency plans, remain a possibly and could have a material adverse impact on the company's results of financial condition. In addition, the "Year 2000" issue could affect the products that the Company sells. The Company believes that the current versions of its products are "Year 2000" compliant. However, there can be no assurance that the Company's current products do not contain undetected errors or defects associated with Year 2000 that may result in material costs to the Company. Some commentators have stated that a significant amount of litigation will arise out of Year 2000 compliance issues, and the Company is aware of a growing number of lawsuits against other software vendors. Because of the unprecedented nature of such litigation, it is uncertain whether and to what extent the Company may be affected by it. 19 "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: THE STATEMENTS CONTAINED IN THIS DOCUMENT AND OTHER STATEMENTS WHICH ARE NOT HISTORICAL FACTS ARE FORWARD LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES, INCLUDING, THE SUCCESS OF NEWLY IMPLEMENTED SALES AND MARKETING STRATEGIES; THE CONTINUED EXISTENCE OF AGREEMENTS WITH CUSTOMERS; MARKET ACCEPTANCE OF THE COMPANY'S PRODUCTS AND SERVICES; THE ABILITY TO OBTAIN A LARGER NUMBER AND SIZE OF CONTRACTS; THE TIMING OF CONTRACT AWARDS; WORK PERFORMANCE AND CUSTOMER RESPONSE; THE IMPACT OF COMPETITIVE PRODUCTS AND PRICING; TECHNOLOGICAL DEVELOPMENTS BY THE COMPANY'S COMPETITORS OR DIFFICULTIES IN THE COMPANY'S RESEARCH AND DEVELOPMENT EFFORTS; AND OTHER RISKS AS DETAILED IN THE COMPANY'S SECURITIES AND EXCHANGE COMMISSION FILINGS. ITEM 7. FINANCIAL STATEMENTS The information required by Item 7 begins at page F-1 that appears after this page. ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None. 20 STRATEGIC SOLUTIONS GROUP, INC. AND SUBSIDIARIES TABLE OF CONTENTS Page No. Report of Independent Accountants, on the December 31, 1998 and 1997 Consolidated Financial Statements F-2 Consolidated Balance Sheets, December 31, 1998 and 1997 F-3 Consolidated Statements of Operations for the years ended December 31, 1998, 1997, and 1996 F-4 Consolidated Statements of Stockholders' Equity (Deficit) for the years ended December 31, 1998, 1997, and 1996 F-5 Consolidated Statements of Cash Flows for the years ended December 31, 1998, 1997, and 1996 F-6 Notes to Consolidated Financial Statements F-7 - F-19 F-1 REPORT OF INDEPENDENT ACCOUNTANTS --------------------------------- To the Board of Directors and Stockholders of Strategic Solutions Group, Inc. In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of changes in stockholders' equity (deficit) and of cash flows present fairly, in all material respects, the financial position of Strategic Solutions Group, Inc. and its subsidiaries at December 31, 1998 and 1997, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1998, in conformity with generally accepted accounting principles. 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 of these statements in accordance with generally accepted auditing standards 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 audits provide a reasonable basis for the opinion expressed above. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred recurring losses from operations, has a significant accumulated deficit, and its existing cash resources are insufficient to fund its planned operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans to address these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. PricewaterhouseCoopers LLP McLean, Virginia April 12, 1999 F-2
STRATEGIC SOLUTIONS GROUP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, December 31, 1998 1997 ---------------------------------------------- ASSETS ------ Current assets Cash and cash equivalents $ 67,991 $ 1,149,372 Accounts receivable, net of allowance for doubtful accounts of $45,000 and $75,000, respectively 189,630 666,841 Prepaid expenses and other current assets 24,497 137,618 --------------------- ---------------------- Total current assets 282,118 1,953,831 ---------------------------------------------- Property and equipment, at cost Computers, furniture and equipment 410,972 1,058,313 Less accumulated depreciation 325,656 701,390 ---------------------------------------------- Net property and equipment 85,316 356,923 ---------------------------------------------- Other assets 112,543 1,446,066 ---------------------------------------------- $ 479,977 $ 3,756,820 ============================================== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) --------------------------------------------- Current liabilities Accounts payable and accrued liabilities $ 364,148 $ 1,027,935 Deferred revenue 1,240 66,558 Note payable to bank -- 40,334 Convertible subordinated debenture 1,007,277 -- Other current liabilities 411,966 168,700 ---------------------------------------------- Total current liabilities 1,784,631 1,303,527 Convertilble subordinated debenture -- 1,487,864 ---------------------------------------------- Total liabilities 1,784,631 2,791,391 ---------------------------------------------- Commitments and contingencies (Notes 10, 13 and 14) Stockholders' equity (deficit) Common stock, $.0001 par value. Authorized 10,000,000 and 5,000,000 shares; issued and outstanding 3,399,670 and 1,768,839 shares as of December 31, 1998 and 1997 340 177 Additional paid-in capital 15,230,243 14,647,910 Accumulated deficit (16,457,675) (13,566,315) Deferred compensation (77,562) (116,343) ---------------------------------------------- Total stockholders' equity (deficit) (1,304,654) 965,429 ---------------------------------------------- $ 479,977 $ 3,756,820 ==============================================
The accompanying notes are an integral part of these consolidated financial statements. F-3
STRATEGIC SOLUTIONS GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Year ended December 31, ------------------------------------------------- 1998 1997 1996 ------------------------------------------------- Revenues: Service revenues $ 1,533,352 $ 2,658,409 $ 1,155,763 Product revenues 73,328 2,095,218 372,256 Royalty revenues 51,916 38,196 60,075 -------------- --------------- ------------- Total revenue 1,658,596 4,791,823 1,588,094 ------------------------------------------------- Cost of revenues: Cost of service revenues 801,168 1,678,704 1,385,131 Cost of product revenues 44,493 1,848,385 223,498 ----------------------------------------------- Total cost of revenues 845,661 3,527,089 1,608,629 ----------------------------------------------- Gross profit (loss) 812,935 1,264,734 (20,535) ----------------------------------------------- Operating expenses: Research and development 55,456 323,002 251,778 Selling, general and administrative 2,361,634 3,492,154 2,691,483 Write-off of impaired asset 910,000 -- -- Write-off of purchased research and development -- -- 289,330 Write-off of goodwill related to purchase of U.S. Technologies, Inc. -- -- 577,796 ------------------------------------------------- Total operating expenses 3,327,090 3,815,156 3,810,387 ------------------------------------------------- Loss from operations (2,514,155) (2,550,422) (3,830,922) Other (expense) income, net (377,205) (349,934) 7,301 ------------------------------------------------- Net loss $ (2,891,360) $ (2,900,356) $ (3,823,621) ================================================= Net loss per common share - basic and diluted $ (1.15) $ (1.70) $ (2.58) ================================================= Weighted average number of common shares outstanding 2,512,748 1,705,228 1,483,831 =================================================
The accompanying notes are an integral part of these consolidated financial statements. F-4
STRATEGIC SOLUTIONS GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) Common Stock Additional --------------------------- Paid-in Shares Amount Capital ----------------------------------------------- Balance, December 31, 1995 1,441,024 $ 144 $ 11,280,624 Exercise of stock options 32,856 3 238,424 Stock issued for services 25,000 3 193,904 Stock issued in connection with Forsight acquisition 20,000 2 159,373 Adjustment to 1995 offering costs -- -- 21,224 Amortization of deferred compensation -- -- -- Net loss -- -- -- ----------------------------------------------- Balance, December 31, 1996 1,518,880 152 11,893,549 Exercise of stock options and warrants 111,071 11 792,606 Grant of stock options in connection with financial consulting agreement -- -- 1,150,000 Exercise of stock options in connection with financial consulting agreement 100,000 10 188,979 Stock issued for services 38,888 4 171,246 Warrants issued in connection with convertible subordinated debenture -- -- 112,136 Value of beneficial conversion feature on convertible subordinated debenture -- -- 339,394 Amortization of deferred compensation -- -- -- Net loss -- -- -- ----------------------------------------------- Balance, December 31, 1997 1,768,839 177 14,647,910 Shares issued upon conversion of subordinated debenture 1,630,831 163 548,018 Stock options granted to nonemployee for consulting services -- -- 34,315 Amortization of deferred compensation -- -- -- Net loss -- -- -- ----------------------------------------------- Balance, December 31, 1998 3,399,670 $ 340 $ 15,230,243 =============================================== Accumulated Deferred Deficit Compensation Total -------------------------------------------------------- Balance, December 31, 1995 $ (6,842,338) $ -- $ 4,438,430 Exercise of stock options -- -- 238,427 Stock issued for services -- (193,907) -- Stock issued in connection with Forsight acquisition -- -- 159,375 Adjustment to 1995 offering costs -- -- 21,224 Amortization of deferred compensation -- 38,783 38,783 Net loss (3,823,621) -- (3,823,621) -------------------------------------------------------- Balance, December 31, 1996 (10,665,959) (155,124) 1,072,618 Exercise of stock options and warrants -- -- 792,617 Grant of stock options in connection with financial consulting agreement -- -- 1,150,000 Exercise of stock options in connection with financial consulting agreement -- -- 188,989 Stock issued for services -- -- 171,250 Warrants issued in connection with convertible subordinated debenture -- -- 112,136 Value of beneficial conversion feature on convertible subordinated debenture -- -- 339,394 Amortization of deferred compensation -- 38,781 38,781 Net loss (2,900,356) -- (2,900,356) -------------------------------------------------------- Balance, December 31, 1997 (13,566,315) (116,343) 965,429 Shares issued upon conversion of subordinated debenture -- -- 548,181 Stock options granted to nonemployee for consulting services -- -- 34,315 Amortization of deferred compensation -- 38,781 38,781 Net loss (2,891,360) -- (2,891,360) -------------------------------------------------------- Balance, December 31, 1998 $ (16,457,675) $ (77,562) $ (1,304,654) ========================================================
The accompanying notes are an integral part of these consolidated financial statements. F-5
STRATEGIC SOLUTIONS GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Year ended December 31, 1998 1997 1996 ---------------------------------------------------- Cash flows from operating activities Net loss $ (2,891,360) $ (2,900,356) $ (3,823,621) Adjustments to reconcile net loss to net cash used in operating activities, net of effects from purchases of Forsight, Inc. and U.S. Technologies, Inc.: Depreciation and amortization 161,968 224,132 269,741 Amortization of deferred financing costs 132,785 22,004 -- Loss on disposal of assets 5,743 4,666 22,634 Provision for bad debt expense -- 119,096 28,981 Interest expense associated with beneficial conversion feature on convertible subordinated debentures -- 339,394 -- Noncash expense for services 240,000 171,250 -- Compensation expense on equity securities 73,096 38,781 38,783 Write-off of impaired asset 910,000 -- -- Write-off of purchased research and development -- -- 289,330 Write-off of goodwill -- -- 577,796 Increase (decrease) in cash from changes in assets and liabilities: Accounts receivable 157,759 (374,717) (31,119) Prepaid expenses and other current assets 88,250 51,853 (27,009) Other assets (31,183) 2,415 25,276 Accounts payable and accrued liabilities (13,770) 231,206 (1,146) Other liabilities 139,892 (91,029) (130,659) ---------------------------------------------------- Net cash used in operating activities (1,026,820) (2,161,305) (2,761,013) ---------------------------------------------------- Cash flows from investing activities Purchase of U.S. government securities -- -- (474,144) Proceeds from maturity of U.S. government securities -- 474,144 -- Capital expenditures (17,372) (86,570) (134,033) Cash balance of divested subsidiary (7,189) Proceeds from sales of property and equipment -- -- 11,200 Payment for purchase of Forsight, Inc., net of cash acquired -- -- (46,424) Cash acquired from purchase of U.S. Technologies, Inc. -- -- 9,549 ---------------------------------------------------- Net cash provided by (used in) investing activities (24,561) 387,574 (633,852) ---------------------------------------------------- Cash flows from financing activities Net proceeds from issuance of convertible subordinated debenture -- 1,335,957 -- Net proceeds from exercise of stock options and warrants -- 981,606 199,997 Net proceeds from sale of common stock -- -- -- Payments on line of credit -- (290,833) (26,886) Payments on notes payable to bank (30,000) (42,908) (16,499) ---------------------------------------------------- Net cash provided by financing activities (30,000) 1,983,822 156,612 ---------------------------------------------------- Net increase (decrease) in cash and cash equivalents (1,081,381) 210,091 (3,238,253) Cash and cash equivalents, beginning of year 1,149,372 939,281 4,177,534 ---------------------------------------------------- Cash and cash equivalents, end of year $ 67,991 $ 1,149,372 $ 939,281 ==================================================== Supplemental disclosures of cash paid: Interest $ 5,524 $ 33,901 $ 22,701 Supplemental schedule of noncash investing and financing activities: Stock issued as payment for unearned professional fees $ -- $ 1,150,000 $ 193,907 Stock options exercised in lieu of payment for professional fees -- -- 38,430 Stock issued in connection with acquisition of Forsight -- -- 159,375 Discount on convertible subordinated debenture -- 112,136 -- Stock issued upon conversion of convertible debentures 548,181 -- --
The accompanying notes are an integral part of these consolidated financial statements. F-6 STRATEGIC SOLUTIONS GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ---------- 1. THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business. During 1997 and through March 1998, Strategic Solutions Group, Inc. (formerly, Pacific Animated Imaging Corporation) and its subsidiaries (the "Company") were full-service providers of technology based software solutions and computer systems integration (including the sale of hardware and software products) and support services. In April 1998, the Company divested itself of its systems integration subsidiary U.S. Technologies, Inc. ("UST"). See Note 2 for further discussion. The Company's Multimedia division specializes in the development of custom interactive multimedia software for use in the areas of process enhancement, technical documentation, training, and performance support for a variety of commercial and industrial end-users. Going Concern. The Company's financial statements for the year ended December 31, 1998 have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company incurred a net loss of $2,891,360 for the year ended December 31, 1998 and as of December 31, 1998 had an accumulated deficit of $16,457,675. In addition, during 1998, the Company was notified by Nasdaq that it was not in compliance with Nasdaq's new net tangible assets. Subsequently, in 1998 the Company's securities were delisted. Management recognizes that in order to develop and market its services effectively, the Company will require additional financing until such time that service fees are of sufficient volume to generate positive cash flows from operations. Although the Company may seek financing from placements of its equity securities or placements of debt, there can be no assurances that such financing will be available or, if available, will be under terms and conditions suitable to the Company. Management's plans to address the losses and liquidity matters include (i) growing the multimedia operations by implementing a more focused marketing and sales program; and (ii) pursuing an acquisition program of related businesses. However, no assurances can be given that these measures, even if successful, will ensure the continued existence of the Company. The Company's financial statements do not include any adjustments that might result from the outcome of this uncertainty. Principles of Consolidation. The consolidated financial statements include the accounts of Strategic Solutions Group, Inc. and its wholly owned subsidiaries. Revenue Recognition. Revenues generated from the sale of software products are recognized in accordance with the Statement of Position ("SOP") 97-2, "Software Revenue Recognition", as amended. Revenues from software product sales are recorded when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed and determinable and collectibility is probable. Revenues from software development, consulting and training services are recognized as services are performed. Revenues from certain custom multimedia software products are recognized using the percentage of completion method due to the significant customization involved in their development. Cost estimates are reviewed periodically as work progresses, and adjustments to revenue are reflected in the period in which revisions to such estimates are deemed necessary. Revenues from royalties are recognized in the period for which the royalties are earned. Software products generally are delivered without post sale vendor obligations and without a significant obligation to the customer. Deferred revenue represents amounts advanced by customers and is recognized as revenue upon delivery of the products or services and is adjusted on a quarterly basis to reflect the status of projects. Use of Estimates. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. F-7 STRATEGIC SOLUTIONS GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ---------- Cash and Cash Equivalents. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Property and Equipment. Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. The Company has estimated the useful lives of computer hardware and software to be three years and furniture and fixtures to be seven years. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the estimated useful life of the improvements or the remaining lease term. When assets are retired or disposed, the cost and the related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in operations for the period. Per Share Data. Basic earnings per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing the net loss by the weighted average number of common shares outstanding after giving effect to all dilutive potential common shares that were outstanding during the period. Potential common shares include stock options, warrants, or other convertible securities that could be exercised or converted into common stock and are not included in the computation of dilutive earnings per share if they are anti-dilutive. The Company did not have any dilutive potential common shares for any of the years presented. Net loss available to common stockholders was not adjusted for any of the years presented. For all periods presented herein, diluted earnings per share is the same as basic earnings per share because the effects of such items were antidilutive given the losses incurred in such periods. Research and Development Expenses and Software Development Costs. Statement of Financial Accounting Standards No. 86, "Accounting for the Cost of Computer Software to be Sold, Leased or Otherwise Marketed" requires the capitalization of certain software development costs once technological feasibility is established, which the Company generally defines as the completion of a working model. Capitalization ceases when the products are available for general release to customers, at which time amortization of the capitalized costs begins on a straight-line basis over the estimated product life, or on the ratio of current revenues to total projected product revenues, whichever is greater. To date, software development costs qualifying for capitalization have been insignificant. Accordingly, the Company has not capitalized any software development costs with respect to its continuing operations. In addition, research and development costs including software development costs prior to technological feasibility are expensed in the period in which they are incurred. Concentration of Credit Risk. The Company had approximately zero and $950,000 on deposit in money market funds with strong credit ratings and checking accounts at various commercial banking institutions in excess of insured amounts at December 31, 1998 and 1997, respectively. The Company has not experienced losses on these investments. The Company provides hardware and software products, develops software, and performs services for its customers located throughout the United States. The Company provides credit in the normal course of business and, to date, has not experienced significant losses related to receivables from individual customers or groups of customers in a particular industry or geographic area. In addition, for certain orders for custom multimedia software development projects, the Company requires advances or deposits of at least one-third of the price of the custom software with additional amounts due at certain milestones during the custom software development process. Due to these factors, management believes no additional credit risk beyond amounts provided for in the doubtful account allowance is inherent in the Company's accounts receivable. F-8 STRATEGIC SOLUTIONS GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ---------- For the year ended December 31, 1998, two customers, a truck manufacturer and a government division, accounted for 35% and 25%, respectively, of the Company's revenue. For the year ended December 31, 1997, no one customer accounted for 10% of the Company's revenue. For the year ended December 31, 1996, one customer, a systems integrator, accounted for 10% of the Company's revenue. At December 31, 1998, four customers accounted for 25%, 22%, 15% and 13%, respectively, of accounts receivable. At December 31, 1997, one customer, an insurance company, accounted for approximately 12% of accounts receivable. Recoverability of Long-Lived Assets. The Company evaluates the recoverability of the carrying value of property and equipment and intangible assets in accordance with the provisions of Statement of Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets to be Disposed Of". The Company considers historical performance and anticipated future results in its evaluation of potential impairment. Accordingly, when indicators of impairment are present, the Company evaluates the carrying value of these assets in relation to the operating performance of the business and future and undiscounted cash flows expected to result from the use of these assets. Impairment losses are recognized when the sum of expected future cash flows are less than the assets' carrying value. As of December 31, 1998, the Company recognized an impairment loss of $910,000 related to the write-off of a deferred asset relating to future consulting services, as the recoverability of the carrying value of the asset was uncertain. As of December 31, 1996, the Company recognized an impairment loss of approximately $578,000 related to the write-off of goodwill that resulted from the purchase of UST (see Note 2). Factors leading to the impairment were a combination of historical losses, anticipated future losses, and inadequate cash flows. Income Taxes. Deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable for the period and the change during the period in deferred tax assets and liabilities. Fair Value of Financial Instruments. The Company believes that for all financial instruments the carrying amount, as reported in the balance sheet, approximates fair value. New Accounting Pronouncements. During 1998, the Company adopted SFAS No. 130 "Reporting Comprehensive Income" and SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information." SFAS 130 established standards for reporting comprehensive income in a full set of general purpose financial statements either in the income statement or in a separate statement. The Company's comprehensive income is the same as its net income for all periods presented. See Note 15 for the Company's segment information pursuant to SFAS 131. In December 1998, the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants (the "AICPA") issued Statement of Position (SOP) 98-9, "Modification of SOP 97-2, Software Revenue Recognition, With Respect to Certain Transactions." SOP 98-9 modifies SOP 97-2 by requiring revenue to be recognized using the "residual method" if certain conditions are met. SOP 98-9 will be effective for the Company's 2000 financial statements. Management is assessing the impact that SOP 98-9 will have on the Company's results of operations. In March 1998, the AICPA issued SOP 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use." SOP 98-1 became effective January 1, 1999. Management does not believe that SOP 98-1 will have a material impact on the Company's results of operations or financial condition. F-9 STRATEGIC SOLUTIONS GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ---------- Reclassifications. Certain prior year amounts have been reclassified to correspond to the current year presentation. 2. ACQUISITIONS AND DIVESTITURE OF U.S. TECHNOLOGIES, INC. During 1996, the Company acquired the entities described below, which were accounted for by the purchase method of accounting. The results of operations of the acquired companies are included in the Company's statement of income for the period in which they were owned by the Company. Acquisition of Forsight, Inc. Effective February 2, 1996, the Company acquired substantially all the assets of Forsight, Inc. ("Forsight"), a closely held corporation engaged in the business of developing and selling interactive multimedia software to the business communications and the consumer publishing market for a total purchase price of approximately $375,000, plus direct expenses of the acquisition which totaled approximately $23,000. The Company acquired cash, fixtures and equipment, accounts receivable, intellectual property, and other miscellaneous assets for the assumption of certain liabilities of Forsight, which totaled approximately $200,000, and 20,000 unregistered shares of the Company's common stock. Other terms of the acquisition included the employment by the Company of certain of Forsight's key employees, who will continue as part of the Company's senior management team; and the acquisition of all of the shares of Series A Convertible Preferred Stock of Forsight from Circa Pharmaceuticals, Inc. in an amount equal to thirty percent of the net income each year for three years of Forsight's operations up to a maximum value of $600,000, payable in unregistered shares of common stock of the Company. The Series A Convertible Preferred Stock of Forsight was canceled after the acquisition. The Company allocated approximately $109,000 to identifiable tangible assets and wrote-off approximately $289,000 as in process research and development on the date of acquisition. The acquisition did not meet materiality thresholds for separate pro forma disclosure. Acquisition of U.S. Technologies, Inc. Effective July 19, 1996, U.S. Technologies Inc. Acquisition Corporation, a wholly owned subsidiary of the Company, merged with and into U.S. Technologies, Inc. ("UST"), with UST being the surviving corporation. As a result of the merger, the Company owns 100% of UST. Consideration at the time of purchase amounted to approximately $642,000 which represents the excess of UST's liabilities over its assets as of the date of the merger. On December 31, 1996, the Company wrote-off approximately $578,000, which represented the purchase consideration of approximately $642,000, net of approximately $64,000 of accumulated amortization, as an impairment loss (see Note 1). In addition, under the terms of the merger, the former 100% owner of UST had the ability to earn up to 31,068 shares of common stock in the Company (the market value of which was $400,000 as of the date of the merger), provided certain financial milestones were met by UST. The value of the shares of common stock would have been accounted for as compensation at the time of issuance. As of December 31, 1997 and the date of divestiture of UST, no shares of the Company's common stock had been earned by the former 100% owner of UST. F-10 STRATEGIC SOLUTIONS GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ---------- If the acquisition of UST had occurred on January 1, 1996, management estimates that on an unaudited pro forma consolidated basis, revenues, total operating expenses, net loss, and net loss per common share would have been as follows: 1996 ---- Revenues $2,918,235 Total operating expenses $6,945,473 Net loss ($4,036,851) Net loss per common share - basic and diluted ($2.72) These estimates were based on assumptions that management deems appropriate, but the results are not necessarily indicative of those that might have occurred had the acquisition taken place on January 1, 1996. Divestiture of U.S. Technologies, Inc. During the first quarter 1998, the Company made a strategic decision to focus its business on its multimedia technology based software solutions and as such divested itself of its computer systems integration division. On April 8, 1998, the Company merged UST into SSGI-UST Acquisition Corp., an existing Florida corporation formed on March 5, 1998 and owned by the President of UST and other third parties. UST continued as the surviving corporation; accordingly, SSGI-UST Acquisition Corp ceased to exist. Consideration payable to the Company for the merger consists of (i) 100,000 shares of UST's Common Stock valued at $500,000, or $5.00 per share; (ii) a promissory note from UST in the principal amount of $600,000 with 6% interest due the earlier of the closing of a $2,000,000 private placement of UST's equity securities or 60 days after the closing of the merger; and (iii) a 6% subordinated convertible debenture in the principal amount of $1,027,808 due the earlier of a public offering of UST's common stock or the 545th day after the closing of the merger. The promissory note is secured by all of the assets of UST and the pledge of all of the outstanding stock of UST. The Company has the option to convert the $1,027,808 debenture upon the occurrence of the first public offering into shares of Common Stock of UST at a conversion price for each share of Common Stock equal to the public offering price of the Common Stock less twenty (20%) percent. As a result of this transaction, the Company's direct ownership in UST was reduced from 100% to approximately 14%. In accordance with Staff Accounting Bulletin 5-E "Accounting for Divestiture of a Subsidiary or Other Business Operation" ("SAB 5-E), the transaction was accounted for as a divestiture. Accordingly, the consideration received was recorded as assets in the Company's consolidated balance sheet and the related gain was deferred until the Company ultimately collects the cash as prescribed under SAB 5-U, "Gain Recognition on the Sale of a Business or Operating Assets to a Highly Leveraged Entity." F-11 STRATEGIC SOLUTIONS GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ---------- At December 31, 1998, the promissory note from UST in the principal amount of $600,000 had not been paid. In addition, the Company is currently in the process of renegotiating all of the terms of its agreement with UST. However, to date an agreement has not yet been reached. As a result of the uncertainty of the ongoing negotiations with UST and the inability of UST to meet its obligations due the Company, management believes that the assets recorded at the time of the divestiture have been impaired. Accordingly, the Company has reserved the entire promissory note receivable balance and has written down its investment of 100,000 shares in UST to zero at December 31, 1998. In addition, the related deferred gain was written down to its net realizable value at December 31, 1998. 3. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities as of December 31, 1998 and 1997 consist of the following: December 31, 1998 1997 ---- ---- Accounts payable $ 140,876 $ 673,417 Payroll and related expenses 52,981 192,552 Other 170,291 161,966 ---------- ---------- $ 364,148 $1,027,935 ========== ========== 4. NOTE PAYABLE TO BANK As of December 31, 1997, UST had a note payable to a bank with a balance of $40,334 due in April 1998. The note was payable in monthly installments of $10,000, bearing interest at 10.5% and was collateralized by equipment and accounts receivable. The Company paid $30,000 of the balance during 1998 and the remaining amount was part of the divested entity in April 1998. 5. LONG-TERM DEBT On October 31, 1997, the Company issued a $1,600,000 6% Convertible Subordinated Debenture (the "Debenture"). The Debenture accrues interest from the date of issuance and is due and payable on October 31, 1999. The Debenture is subordinated to all indebtedness and obligations of the Company for borrowed money, under financing leases, for all obligations issued or assumed as full or partial payment for property, and any trade obligation entered into in the ordinary course of business. The holder of the Debenture is entitled, at its option, to convert, in $50,000 increments, at any time commencing the earlier of (a) December 30, 1997 or (b) the effective date of a Registration Statement filed with the Securities and Exchange Commission. The Company filed a Form S-3 with the Securities and Exchange Commission which was declared effective January 29, 1998. Pursuant to an agreement dated March 19, 1999, the holder of the debenture has the right to convert monthly, beginning in March 1999, up to 4.99% of the Company's outstanding common stock. This right expires in October 1999. F-12 STRATEGIC SOLUTIONS GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ---------- The conversion price for each share of common stock is equal to the lesser of (a) $4.24 (the "Maximum Price") or (b) 80% of the average market price on the five trading days immediately preceding the conversion date provided that in no event shall the conversion price be less than a defined percentage of the Maximum Price. During 1998, the holder converted $549,000 of the debentures to shares of the Company's common stock. The Company recognized approximately $80,000 and $16,000, respectively, of interest expense during 1998 and 1997. The Company recognized interest expense of approximately $339,000 in 1997 resulting from the beneficial conversion feature. Debt issuance costs were approximately $264,000 and are being expensed over the term of the debt using the straight-line method. The Company recognized approximately $132,000 and $22,000 of the debt issuance costs during the years ended December 31, 1998 and 1997, respectively. See Note 14 for a discussion regarding litigation involving the Debenture. In connection with the issuance of the Debenture, the Company also issued 40,000 Warrants (the "Warrants") exercisable at a price of $4.5375. The Company ascribed a fair value of $112,136 to the Warrants at the time of issuance. The debt will be written up to its face value of $1,600,000, adjusted for conversions, and the corresponding discount will be expensed using the straight-line method, which approximates the interest method, over the term of the debt. 6. COMMON STOCK On June 16, 1998 the Board of Directors approved an amendment to the certificate of incorporation to increase the number of authorized shares of the Company's common stock from 5,000,000 to 10,000,000. During 1998, the Company issued approximately 1,631,000 shares of common stock upon the conversion of convertible debentures by the debenture holder. In connection with the Company's public offering of 920,000 shares of its common stock in December 1995, a warrant to purchase 80,000 shares of its common stock was issued to the underwriter. The warrant is exercisable at the option of the holder, in whole or in part, at a price of $7.09 per share at any time during the period December 15, 1996 through December 15, 2000. These warrants were exercised in February, 1997 for which the Company received net proceeds of approximately $540,000. 7. STOCK OPTION PLANS Stock Option Repricing Effective June 16, 1998, the Company's Board of Directors approved a repricing of all active employees, directors and consultant's stock options. Accordingly, options with respect to 116,157 shares of the Company's common stock were cancelled and new options with respect to the same number of shares were granted with an exercise price of $0.375. Other terms and conditions of the options remained the same. F-13 STRATEGIC SOLUTIONS GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ---------- Incentive Stock Option Plans In 1992, the shareholders approved the Company's Incentive Stock Option Plan ("ISO Plan No. 1") for its employees to purchase up to a total of 39,222 registered shares of the Company's common stock. In 1994, the shareholders approved the Company's Incentive Stock Option Plan No. 2 ("ISO Plan No. 2") for its employees to purchase up to a total of 28,571 registered shares of the Company's common stock. In 1997, the shareholders approved the Company's Incentive Stock Option Plan No. 3 ("ISO Plan No. 3") for its employees to purchase up to a total of 80,000 registered shares of the Company's common stock. In 1998, the shareholders approved the Company's Incentive Stock Option Plan No. 4 ("ISO Plan No. 4") for its employees to purchase up to a total of 85,000 registered shares of the Company's common stock. For the Incentive Stock Option Plans, the option price per share may not be less than the fair market value of the stock on the date of the grant, the terms of the options are ten years from the date of grant, and options vest over a five-year period beginning on the date of grant. If immediately before a grant an employee owns more than 10% of the total combined voting stock of the Company, the exercise price shall be at least 110% of the fair market value of the stock on the date of the grant and the options expire five years from the date of grant. A summary of option activity since December 31, 1995 under ISO Plans No. 1, No. 2, No. 3 and No. 4 is as follows: Number Weighted Average of Options Option Prices ---------- ------------- Options outstanding at December 31, 1995 55,136 $ 10.57 Granted 37,711 $ 10.50 Exercised -- -- Expired (45,708) $ 10.75 ------ Options outstanding at December 31, 1996 47,139 $ 10.00 Granted 57,426 $ 6.34 Exercised -- -- Expired (57,139) $ 10.95 ------ Options outstanding at December 31, 1997 47,426 $ 4.44 Granted 145,300 $ 0.85 Exercised -- -- Expired (112,900) $ 2.26 ------- Options outstanding at December 31, 1998 79,826 $ 1.02 ------ Nonqualified Stock Option Plans In 1992, the shareholders approved the Company's Nonqualified Stock Option Plan ("Nonqualified Plan") for its directors to purchase up to a total of 8,571 registered shares of the Company's common stock. Effective in 1994, the Company adopted Nonqualified Stock Option Plan No. 2, under which the Company authorized the issuance of options to consultants for the purchase of up to a total of 71,428 registered shares of its common stock. Effective in 1995, the Company adopted Nonqualified Stock Option Plan No. 3, under which the Company authorized the issuance of options to consultants for the purchase of up to a total of 13,571 shares of its common stock. F-14 STRATEGIC SOLUTIONS GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ---------- Effective in 1996, the Company adopted Nonqualified Stock Option Plan Nos. 4, 5, and 6 under which the Company authorized the issuance of options to employees and consultants for the purchase of up to a total of 32,500, 100,000, and 150,000 shares, respectively, of its common stock. Effective in 1997, the Company adopted Nonqualified Stock Option Plan No. 7 under which the Company authorized the issuance of options to consultants for the purchase of up to a total of 100,000 registered shares of its common stock. Effective in 1998, the Company adopted Nonqualified Stock Option Plan Nos. 8 and 9 under which the Company authorized the issuance of options to directors and consultants for the purchase of up to a total of 25,000 registered shares of its common stock under each of the new plans. Options granted under the Nonqualified Stock Option Plans are accounted for based upon their fair value at the date of their issuance. The option price per share under these plans may be greater than or less than the fair market value of the stock on the date of the grant. Both the option price and the terms of the options are determined by the Board of Directors or a committee of the Board as of the date of the grant. Generally, the terms of the options are ten years from the date of grant, and options vest 100% on the date of grant. A summary of option activity since December 31, 1995 under the Nonqualified Plans is as follows: Number Weighted Average of Options Option Prices ---------- ------------- Options outstanding at December 31, 1995 83,568 $ 8.14 Granted 182,500 $ 10.67 Exercised (32,856) $ 7.26 Expired (28,500) $ 5.25 ------ Options outstanding at December 31, 1996 204,712 $ 11.04 Granted 443,284 $ 4.69 Exercised (131,071) $ 3.44 Expired (244,284) $ 10.48 ------- Options outstanding at December 31, 1997 272,641 $ 4.80 Granted 122,862 $ 0.80 Exercised -- -- Expired (37,857) $ 3.03 ------ Options outstanding at December 31, 1998 357,646 $ 4.20 ------- The weighted average fair value per share of options granted during 1998 and 1997 was $0.83 and $4.59, respectively. The following table summarizes additional information about the stock options outstanding under the Company's stock option plans at December 31, 1998:
Weighted Weighted Average Weighted Average Remaining Average Exercise Range of Exercise Number Contractual Exercise Number Price of Prices Outstanding Life Price Exercisable Exercisable - ---------------------------------------------------------------------------------------- $0.08 - $0.08 2,000 9.8 $0.08 400 $0.08 $0.38 - $0.53 150,957 9.1 $0.39 150,957 $0.38 $1.50-$1.63 7,005 9.2 $1.59 5,405 $1.62 $4.44-$4.44 212,297 8.8 $4.44 212,297 $4.44 $7.00-$10.50 47,357 7.9 $7.42 47,357 $7.42 $11.38-$13.50 17,856 7.8 $13.16 17,283 $13.22 ------ --- ------ ------ ------ 437,472 8.8 $3.66 433,699 $3.25 ======= === ===== ======= =====
F-15 STRATEGIC SOLUTIONS GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ---------- Pro Forma Information in Accordance with SFAS 123 The Company applies Accounting Principles Board Opinion No. 25 (APB 25), "Accounting for Stock Issued to Employees", and related interpretations in accounting for its equity participation programs. Accordingly, no compensation cost has been recognized for its incentive and nonqualified stock option plans related to stock options granted to employees. However, the Company has adopted the disclosure-only provisions of Statements of Financial Accounting Standards No. 123, "Accounting for Stock-based Compensation" ("SFAS 123") as they pertain to the recognition of compensation expense attributable to option grants. If the Company had elected to recognize compensation cost for the Company's incentive and nonqualified stock option plans consistent with the method of accounting under SFAS No. 123, the Company's net loss and net loss per share on a pro forma basis would be: 1998 1997 ---- ---- Net loss - as reported $2,891,360 $2,900,356 Net loss - pro forma $2,998,995 $3,945,620 Net loss per share (basic and diluted) - as reported $1.15 $1.70 Net loss per share (basic and diluted) - pro forma $1.19 $2.31 The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions for each year: 1998 1997 ---- ---- Risk-free interest rate 5.50% 6.11% Expected life of options - years 5.0 5.0 Expected stock price volatility 100% 88% Expected dividend yield 0% 0% 8. INCOME TAXES The tax effects of the primary temporary differences and carryforwards which give rise to net deferred tax assets are as follows as of December 31, 1998 and 1997: December 31, 1998 1997 ---- ---- Net operating loss carryforwards $4,907,000 $4,618,000 Other 159,000 297,000 ---------- ---------- 5,066,000 4,915,000 Valuation allowance (5,066,000) (4,915,000) ---------- ---------- $ -- $ -- ========== =========== Realization of deferred tax assets at the balance sheet date are dependent on the Company's ability to generate future taxable income which is uncertain. Accordingly, management has provided a full valuation allowance against the Company's deferred tax assets as of December 31, 1998 and 1997. F-16 STRATEGIC SOLUTIONS GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ---------- The change in the deferred tax asset valuation allowance is primarily attributable to the increase in net operating loss carryforwards. As of December 31, 1998, net operating loss carryforwards total approximately $12.7 million which expire at various times through 2012. As a result of certain changes in ownership, the use of these carryforwards to offset future taxable income may be limited. 9. RELATED PARTY TRANSACTIONS Prior to the acquisition, UST's sole stockholder advanced amounts to UST to fund working capital needs. The amounts due were non-interest bearing and were to be repaid upon availability of funds and after all amounts due to the bank were repaid in full by UST. These loans were classified as short-term obligations as of December 31, 1997 and were included in other current liabilities and long-term obligations as of December 31, 1996 which were included in other long-term liabilities. The amount due as of December 31, 1997 and 1996 was $120,579. With the divestiture of UST in April 1998, these obligations are no longer the responsibility of the Company. 10. LEASES The Company leases office space and automobiles under separate noncancelable operating leases which expire at various dates through 2000. The agreements generally require that the Company pay applicable utility, property taxes, maintenance, and insurance costs. Certain excess office space is subleased to a third party. The future annual minimum rental payments, net of sublease income, under these leases at December 31, 1998 are as follows: 1999, $51,000; 2000 and thereafter, $0. Rental expense for the years ended December 31, 1998, 1997, and 1996, was approximately $54,000, $211,000, and $297,000, respectively. 11. RETIREMENT AND OTHER BENEFIT PLANS Effective January 1, 1994, the Company established a defined contribution retirement plan covering eligible full-time employees. Under this plan, participants can contribute up to the lesser of 15% of their compensation or the maximum allowable by IRS regulations, currently $9,500. Employees may direct the investment of their contributions among several mutual fund options. The Company may make discretionary contributions out of current or accumulated net profit. Contributions for the years ended December 31, 1998 and 1997 were immaterial. During 1994, the Company entered into split dollar agreements with two officers whereby the Company pays the premiums on split dollar life insurance policies held by these individuals. Under the agreements, the Company has an interest in the policy equal to the cumulative value of all premiums paid by the Company and will be reimbursed for these premiums upon death, termination of the agreement, or termination of employment. However, since it is possible that the Company at its discretion may waive this requirement, no asset for the premium has been recorded. The Company paid approximately $12,000 and $15,000, respectively, in premiums for the years ended December 31, 1998 and 1997. Effective June 14, 1995, this plan was terminated with respect to one officer in connection with his resignation from the Company. F-17 STRATEGIC SOLUTIONS GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ---------- 12. TITLELINK JOINT VENTURE In December 1996, the Company's subsidiary at the time, UST, entered into an agreement with Interliant to form a joint venture, Titlelink, L.L.C. Under the terms of the agreement, the joint venture will be owned equally and managed by both members, UST and Interliant. Interliant has been appointed as the Administrative Member which has the right, power, and authority to act on behalf of the joint venture all things necessary to carry out the business of the joint venture. The joint venture owns and markets Titlelink, an on-line software application designed to streamline the real estate closing process. The initial investment in the joint venture totaled $26,000 and has been reduced by UST's proportionate share of the joint venture's operating results. UST's proportionate share of the joint venture's operating results are reflected in the Company's consolidated statements of operations, which for the year ended December 31, 1997 total a loss of approximately $215,000. Total revenue, expenses, and net loss for the joint venture for the year ended December 31, 1997 were $44,990, $474,520, and $429,530, respectively. The Company divested itself of UST during 1998, as such, the results of the joint venture are not included in the Company's consolidated financial statements for the year ended December 31, 1998. 13.COMMITMENTS On March 20, 1997, the Company entered into a financial consulting agreement ("consulting agreement") with First Cambridge Securities Corporation ("First Cambridge"). The terms of the agreement included that First Cambridge receive 100,000 stock options at an exercise price of $2.00 per share. First Cambridge vested immediately in the 100,000 options and exercised their options on March 28, 1997. The consulting agreement permitted the assignment by First Cambridge of its obligation to perform financial consulting services thereunder. First Cambridge has assigned its obligation to another party (the "assignee") and the Company has accepted the assignment. The assignee is required to review materials provided by the Company, perform financial consulting services, and advise the Company and provide at least 50 hours of service per month on a yearly average. The consulting agreement is for the five year period January 1, 1998 - December 31, 2002. Accordingly, the Company will be recognizing an expense of $1,150,000, using the straight-line method over the term of the consulting agreement, or approximately $20,000 per month, beginning January 1, 1998. As of December 31, 1997, the Company had a deferred asset of $1,150,000 arising from this transaction. At December 31, 1998, the Company reviewed the asset for impairment and determined the services performed by the assignee were not deemed satisfactory. Further, there was uncertainty as to the extent of services to be performed in the future. As a result, the Company expensed the remaining deferred asset balance of $910,000. 14. LITIGATION In January 1998, the Company issued a notice of redemption of its Subordinated Convertible Debenture (the "Debenture") based on management's interpretation of the contract and issued 1,052,624 shares of its common stock in payment of the redemption amount. The holder of the Debenture refused to accept the shares tendered, delivered a notice of partial conversion of the Debenture, and filed suit against the Company in the Delaware Chancery Court alleging that the terms of the Debenture permitted cash redemption only, that the redemption was therefore invalid, and that the Company was required to honor the holder's conversion notice. On April 23, 1998, the Court ruled in favor of the Debenture holder, declaring the redemption invalid and imposing a penalty of $106,000 against the Company for delay in delivering the shares issuable in accordance with the holder's conversion notice. F-18 STRATEGIC SOLUTIONS GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ---------- The $106,000 penalty was expensed in the second quarter and included in other expenses on the statement of operations. In addition, the Company executed a judgement note payable with the Debenture holder to pay the $106,000 in monthly payments of $7,500 until paid in full with interest at 10% per annum and acceleration upon SSGI's receipt of payments from UST. Subsequently, the Debenture holder requested payment of an additional penalty of $160,000, claiming that the Company did not register the common stock issuable upon conversion of the Debenture under the Securities Act of 1933 within the time required by a registration rights agreement between the Company and the Debenture holder. No discovery has been taken and no prediction can be made as to its outcome. The Company believes that it fully complied with its obligations under the registration rights agreement and intends to vigorously defend any action seeking to collect such penalty. 15. SEGMENT INFORMATION During 1998, the Company adopted SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information." SFAS No. 131 requires the Company to report financial and descriptive information about its reportable operating segments. The accounting policies of the segments are the same as those described in Note 1. From July 1996 through March 1998, the Company was a full service provider of technology based software solutions and computer systems integration and support services. To achieve these objectives, the Company had two reportable segments during that timeframe: a systems integration division and a multimedia division. For a description of the divisions see Note 1. Segment information for 1998, 1997 and 1996 is as follows: Systems Integration Multimedia Division Division Other Total ------------- ------------ ----------- ----------- Revenues: 1998 $ 435,000 $ 1,223,596 $ -- $ 1,658,596 1997 3,897,861 893,962 -- 4,791,823 1996 960,257 627,838 -- 1,588,095 Loss from Operations: 1998 $ (377,051) $ (2,137,104) -- $(2,514,155) 1997 (1,340,857) (1,209,565) -- (2,550,422) 1996 (541,094) (2,422,702) (867,126)(1) (3,830,922) Total Assets: 1998 $ -- $ 479,977 -- 479,977 1997 752,580 3,004,240 -- 3,756,820 1996 570,131 2,539,004 -- 3,109,135 (1) This amount represents nonrecurring charges to operations for the year ended December 31, 1996 related to the write-off of purchased research and development and goodwill that were not associated with the two operating segments. F-19 PART III ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT. The following table sets forth certain information concerning the directors and executive officers of the Company as of December 31, 1998.
NAME AGE POSITION - ---- --- -------- John J. Cadigan 68 Chairman of the Board, President, Chief Executive Officer, Secretary, and Treasurer of the Company Ernest A. Wagner 38 President of the Company's Multimedia Division A. David Rossin, Ph.D. 67 Director Nagesh S. Mhatre, Ph.D. 66 Director John Morgenstern 65 Director
JOHN J. CADIGAN has been Chairman, Chief Executive Officer, Secretary, Treasurer, and a director of the Company since February, 1991. He assumed the position of President in July 1995. Prior to joining the Company, Mr. Cadigan served as Chairman of PAI from its inception in 1989 until it was merged into the Company in February, 1991. ERNEST A. WAGNER has been with the Company since February, 1994. In 1998, Mr. Wagner was promoted to President of the Company's Multimedia Division. From 1985 to February, 1994, Mr. Wagner served in various engineering and management positions with SuperFlow Corporation, a manufacturer of computerized engine and vehicle testing equipment. DR. A. DAVID ROSSIN has been a director of the Company since February, 1991. Dr. Rossin is currently the Center Affiliated Scholar at the Center for International Security of Arms Control at Stanford University. He has been employed since August 1987 as President of Rossin and Associates, a California consulting firm which specializes in nuclear energy matters. Dr. Rossin served as Assistant Secretary of the U.S. Energy Department from 1986 to 1987. DR. NAGESH S. MHATRE currently serves on the Boards of three small business ventures. Dr. Mhatre served as President and a Director of the Becton-Dickinson Co., a multibillion dollar international company in the medical and hospital equipment field from 1979 to 1984. Dr. Mhatre has held senior management, CEO, and corporate officer positions in the biomedical and biotechnology fields and has worked with numerous startup companies during the period from 1975 to 1979. 21 John Morgenstern is a specialist in Command, Control, Communications and Intelligence Systems. Mr. Morgenstern is the former Director for Strategic and Theater Command and Control Systems, Office of the Secretary of Defense. Mr. Morgenstern is a business development strategist with extensive experience in proposal preparation and evaluation, fiscal and program management, and tradeoff studies for large scale and small scale system design. BOARD OF DIRECTORS The Company's Certificate of Incorporation and Bylaws, as amended, divide the Company's directors into three classes designated as Class I, Class II and Class III, that serve staggered three-year terms that expire at the annual meeting of the Stockholders in the final year of the term. Each class consists, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. Directors serve for their term and until their successors are duly elected, or until their earlier resignation, removal from office, or death. The remaining directors may fill any vacancy in the Board of Directors for an unexpired term. There are presently four directors serving on the Board. A. David Rossin has been designated as a Class I director and his term expires in 1999. Nagesh Mhatre has been designated as a Class II director and his term expires in 2000. John J. Cadigan and John Morgenstern are designated as Class III directors and with terms expiring in 2001. The Company has two standing committees, the Executive Compensation and Stock Option Committee and the Audit Committee. The following directors are members are appointed to the Executive Compensation and Stock Option Committee until the next annual election and until their successors are duly elected and shall qualify until their earlier death resignation or removal: A. David Rossin, John J. Cadigan, Chairman, John C. Morgenstern. The following directors are appointed to the Audit Committee until the next annual election and until their successors are duly elected and shall qualify or until their earlier death, resignation or removal: A. David Rossin, Chairman, Nagesh Mhatre. The Executive Compensation and Stock Option Committee has the power and authority to designate, recommend and/or review compensation of the Company's executive officers and other employees, including salaries, bonuses, fringe benefits and the grant of stock options. The Audit Committee has the power and authority to recommend the engagement of independent accountants, review external and internal auditing procedures and policies, review compensation paid to auditors and make recommendations and/or implement changes with respect to the foregoing. Officers are elected by the Board of Directors at the annual meeting of directors following the annual shareholders meeting and serve until their successors are duly elected, subject to earlier removal by the Board of Directors. 22 ITEM 10. EXECUTIVE COMPENSATION This information will be contained in the definitive proxy statement of the Company for the 1999 Annual Meeting of Stockholders under the captions "Directors' Compensation", "Executive Compensation", "Employment Agreements", and "Executive and Other Employee Benefit Plans" and is incorporated herein by reference. ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT This information will be contained in the definitive proxy statement of the Company for the 1999 Annual Meeting of Stockholders under the caption "Security Ownership of Certain Beneficial Owners and Management" and is incorporated herein by reference. ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS This information will be contained in the definitive proxy statement of the Company for the 1999 Annual Meeting of Stockholders under the caption "Transactions Involving Directors and Officers" and is incorporated herein by reference. PART IV ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K. (a)(1)(2) Financial Statements -------------------- A list of the Financial Statements filed as a part of this Report is set forth in Item 7 and appears at Page F-1 of this Report; which list is incorporated herein by reference. (a)(3) Exhibits -------- 1(A) Stock Purchase Agreement with Forsight, Inc. (6) 1(B) Asset Purchase Agreement with Forsight, Inc. (6) 2 Plan of Merger between U.S. Technologies, Inc. Acquisition Corporation and U.S. Technologies, Inc (7) 2(A) Articles of Merger of U.S. Technologies, Inc and U.S. Technologies, Inc. Acquisition Corporation (7) 2(B) Agreement and Plan of Merger Among Strategic Solutions Group and U.S. Technologies, Inc. (11) 2(B)(i) State of Florida Articles of Merger (11) 2(C) Promissory Note (11) 2(D) Pledge Agreement (11) 2(E) General Security Agreement for Promissory Note (11) 2(F) Secured Subordinated Debenture (11) 2(G) General Security Agreement for Debenture (11) 2(H) Registration Rights Agreement (11) 3 Certificate of Incorporation and Amendment thereto (1) 3(B) By-Laws (1) 3(C) Form of Amendments to Certificate of Incorporation and Bylaws dated October 20, 1995 (5) 10 Form of Indemnification Agreement executed in favor of each officer and director of the Company (1) 10(A) Form of Indemnification Agreement Amendment executed in favor of certain officers and directors of the Company (6) 10(B) Form of Indemnification Agreement executed in favor of each officer and director of the Company (6) 10(C) Securities Purchase Agreement, for 6% Convertible Subordinated Debentures (10) 10(D) Form of Debenture (10) 10(E) Registration Rights Agreement (10) 10(F) Form of Common Stock Purchase Warrant (10) 10(H) Employment Agreement with John J. Cadigan dated September 1, 1995 (5) 10(I) Amendment to Employment Agreement with John J. Cadigan (11) 10(U) Employment Agreement (7/15/96) - Peter S. Steele (9) 10(V) Loan Renewal and Modification Agreement (9) 21 Subsidiaries of Registrant (2) 23 23 Consent of PricewaterhouseCoopers LLP (11) 99 Incentive Stock Option Plan No. 1 (4) 99(A) Nonqualified Stock Option Plan No. 1(4) 99(B) Incentive Stock Option Plan No. 2 (5) 99(D) Phantom Stock Performance Stock Plan (3) 99(E) Nonqualified Stock Option Plan No. 2 (5) 99(F) Nonqualified Stock Option Plan No. 3 (5) 99(H) Split Dollar Plan Agreement (11/21/94) - John J. Cadigan (3) 99(I) Nonqualified Stock Option Plan No. 4 (6) 99(J) Nonqualified Stock Option Plan No. 5 (9) 99(K) Nonqualified Stock Option Plan No. 6 (9) 99(L) Nonqualified Stock Option Plan No. 7 (8) 99(M) Incentive Stock Option Plan No. 3 (11) 99(N) Incentive Stock Option Plan No. 4 (12) 99(O) Nonqualified Stock Option Plan No. 8 (13) 99(P) Nonqualified Stock Option Plan No. 9 (14) - ------------------- (1) Incorporated by reference to Form S-1 Registration Statement, File No. 33-68826 (2) JMC Company, Inc. and Forsight, Inc., are wholly owned subsidiaries of the Company incorporated under the laws of the State of Maryland. (3) Incorporated by reference to December 31, 1994 Form 10-K. (4) Incorporated by reference to Form S-8 Registration Statement, File No. 33-53536. (5) Incorporated by reference to Original Form SB-2, File No. 33-97776. (6) Incorporated by reference to December 31, 1995 Form 10-K. (7) Incorporated by reference to Form 8-K, dated July 19, 1996. (8) Incorporated by reference to Form S-8 Registration Statement, File No. 333-23777. (9) Incorporated by reference to December 31, 1996 Form 10-KSB. (10) Incorporated by reference to Form 8-K, dated October 31, 1997 (11) Incorporated by reference to December 31, 1997 Form 10-KSB. (12) Filed herewith. (13) Filed herewith. (14) Filed herewith. (b) Reports on Form 8-K ------------------- The following report on Form 8-K was filed during the three months ended December 31, 1997: October 31, 1997 - Other Events - Issuance of $1,600,000 6% Convertible Subordinated Debentures. 24 SIGNATURES Pursuant to the requirements Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. STRATEGIC SOLUTIONS GROUP, INC. BY: /s/ John J. Cadigan Dated: April 15, 1999 --------------------- John J. Cadigan, Chief Executive Officer & President 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: Signature Title Date - --------- ----- ---- /s/ John J. Cadigan Chairman of the Board, April 15, 1999 - ------------------- President, Chief Executive John J. Cadigan Officer, Secretary and Treasurer /s/ Dr. A. David Rossin Director April 15, 1999 - ----------------------- Dr. A. David Rossin /s/ Dr. Nagesh S. Mhatre Director April 15, 1999 - ------------------------ Dr. Nagesh S. Mhatre /s/ John Morgenstern Director April 15, 1999 25 EX-99 2 EXHIBIT 99(N) STRATEGIC SOLUTIONS GROUP, INC. INCENTIVE STOCK OPTION PLAN NO. 4 Effective June 16, 1998
1. Definitions........................................................................ 1 2. Purpose............................................................................ 1 3. Administration..................................................................... 1 4. Shares Subject to Plan............................................................. 2 5. Eligible Employees, Directors, and Consultants..................................... 2 6. Restrictions on Eligibility. ...................................................... 2 7. Allotment of Shares................................................................ 2 8. Grant of Option.................................................................... 2 9. Option Price....................................................................... 2 10. Option Period...................................................................... 3 11. Termination of Option.............................................................. 3 12. Rights in Event of Termination of Service, Retirement, Disability or Death......... 3 13. Payment and Notice of Exercise..................................................... 3 14. Exercise of Option................................................................. 4 15. Changes in Capital Structures...................................................... 4 16. Nontransferability................................................................. 5 17. Transfers of Stock Received Upon Exercise.......................................... 5 18. Re-Issuance of Shares.............................................................. 5 19. Interpretation..................................................................... 5 20. Term of Plan, Amendment, Discontinuance............................................ 5 21. Effect of the Plan, etc............................................................ 6 22. Governing Law...................................................................... 6
STRATEGIC SOLUTIONS GROUP, INC. ------------------------------- INCENTIVE STOCK OPTION PLAN NO. 4 --------------------------------- 1. Definitions. As used herein, the following terms shall have the following meanings: (a) "Board" shall mean the Board of Directors of Strategic Solutions Group, Inc. (b) "Code" shall mean the Internal Revenue Code of 1986, as amended. Reference herein to specific sections of the Code shall include references to any successor provisions to such sections. (c) "Committee" shall mean the committee appointed by the Board pursuant to Section 3. of this Plan to administer this Plan. (d) "Company" shall mean Strategic Solutions Group, Inc. and its subsidiaries, if any. (e) "Effective Date" shall mean the date this Plan is approved by the stockholders of Strategic Solutions Group, Inc, as provided in Section 19. hereof. (f) "Option Period" shall mean the period during which an option granted under this Plan shall be exercisable, as set forth in Section 10. hereof. (g) "Subsidiary", for purposes of this Plan, shall mean any corporation (or similar organization) of which the Company owns, directly or indirectly, more than 50% of the total voting power of all classes of stock entitled to vote therein. 2. Purpose. The purpose of this Plan is to increase the interest in the welfare of the Company of those employees, directors, and consultants of the Company who have made valuable contributions to the business of the Company, to furnish such employees, directors, and consultants with an incentive to continue their services to the Company, and to attract able personnel to the employ of the Company through the grant to such employees of options to purchase shares of the Company's Common Stock. The Company intends that options granted pursuant to the provisions of this Plan will qualify as "incentive stock options" within the meaning of Section 422 of the Code. 3. Administration. This Plan shall be administered by the Board or a committee (the "Committee") of not less than two (2) members of the Board. Members of the Committee shall be appointed, and vacancies shall be filled, by the Board. No member of the Board or Committee shall participate in any action by the Board or Committee which allots or grants options to him/her personally. 1 4. Shares Subject to Plan. Options may be granted from time to time under this Plan providing for the purchase of not more than 85,000 shares of the common stock, par value $.0001 per share, of the Company ("Common Stock"), as constituted on the Effective Date (subject to adjustment pursuant to Section 15.), plus such number of such shares as may become available for reissuance pursuant to Section 17. Shares of authorized and unissued Common Stock reacquired by the Company and held in its Treasury, as from time to time determined by the Board, may be issued upon exercise of options granted under this Plan. 5. Eligible Employees, Directors, and Consultants. Except as provided in Section 6. hereof, employees, directors, and consultants of the Company who are designated by the Board or the Committee shall be eligible to be granted options under this Plan. Said designated employee, director, or consultant shall hereinafter be referred to as "Participant". 6. Restrictions on Eligibility. No option shall be granted under this Plan to any employee, director, or consultant who, immediately before the option is granted, owns stock possessing more than ten (10%) percent of the total combined voting power of all classes of stock of (i) the Company or (ii) any of the Company's subsidiaries (within the meaning of Section 422(b)(6) of the Code and the Treasury Regulations thereunder), unless (a) at the time of such grant the option price is at least one hundred ten (110%) percent of the fair market value of the shares represented by such option on that date, and (b) such option is not exercisable after the expiration of five (5) years from the date of grant. 7. Allotment of Shares. The grant of an option to an eligible employee, director, or consultant under this Plan shall not be deemed either to entitle such employee, director, or consultant to, or to disqualify such employee, director, or consultant from, participation in any other grant of options under this Plan. 8. Grant of Option. Except as otherwise provided in Section 6., options may be granted under this Plan from time to time prior to the expiration of ten (10) year period commencing with the Effective Date. The aggregate fair market value (determined as of the date such options are granted) of the stock with respect to which incentive stock options are exercisable for the first time by such Participant in any calendar year under all stock option plans of the Company and its subsidiaries shall not exceed one hundred thousand ($100,000) dollars, or such other amount as may be specified from time to time in Section 422(b)(7) of the Code. Grants under this Plan shall be made only by resolution adopted by Board or the Committee. The grant of an option under this Plan shall commence to have legal force and effect at the time of adoption by the Board or the Committee of the resolutions making the grant, and the employee to whom such option is granted shall become a Participant in this Plan at such time. 9. Option Price. Except as otherwise provided in Section 6., the price at which the Common Stock may be purchased upon the exercise of an option granted under this Plan shall be fixed by the Board or the Committee but shall be not less than the fair market value of such shares on the date on which the option is granted. The fair market value of such shares shall be determined in accordance with the provisions of the Code and Treasury Regulations promulgated thereunder. 2 10. Option Period. Subject to the provisions of Section 14. below, an option granted under this Plan may be exercised during the period (the "Option Period") which begins on the date the option is granted (or such other time as may be determined by the Committee as set forth in the resolutions evidencing the grant of the option) and which ends (a) on the earlier of (i) the expiration of 10 years (5 years in the case of an employee, director, or consultant described in Section 6.) after the date the option is granted; or (ii) the termination of the Participant's employment with the Company (within the meaning of Section 422(a)(2) of the Code) for any reason except as provided in Section 12. of this Plan; or (b) such shorter period of time as may be determined by the Board or the Committee, as set forth in the resolution evidencing the grant of the option. 11. Termination of Option. All rights to exercise an option granted under this Plan shall terminate at the end of the Option Period, as described in Section 10. above. 12. Rights in Event of Termination of Service, Retirement, Disability or Death. If a Participant terminates service with the Company, retires from the Company on or after attainment of age 65, has his/her employment by the Company terminated due to disability (within the meaning of Section 22(e)(3) of the Code, as determined by the Board or the Committee) or dies without having fully exercised an option granted under this Plan, the Participant, his/her representative or custodian (in the event of his/her incompetency), or the executors, administrators, legatees or distributees of his/her estate (in the event of his/her death) shall have the right, for a period of three (3) months after the date of his/her termination of service, retirement or death or for a period of one (1) year after the date of his/her termination of employment due to disability, to exercise the unexercised and unexpired portion, if any, of such option, in whole or in part, to the same extent that the Participant could have exercised such option before the expiration of such three-month or one-year period had the Participant continued to be an employee of the Company. 13. Payment and Notice of Exercise. Full payment of the purchase price for shares purchased upon the exercise, in whole or in part, of an option granted under this Plan shall be made at the time of such exercise. The purchase price may be paid for with cash, stock in the Company, or a combination thereof. No such shares shall be issued or transferred to a Participant until full payment therefor has been made and the Participant has delivered his/her written Notice of Exercise of the respective options to the Company at its principal office, and a Participant who is not already a stockholder at the time of the issue shall have none of the rights of a stockholder until shares are issued or transferred to him/her. 3 14. Exercise of Option. No option under this Plan shall be exercisable at any time by a Participant to whom an "incentive stock option" (as such term is defined in Section 422 of the Code) has previously been granted prior to December 31, 1986 while such previously granted incentive stock option is "outstanding" (within the meaning of Section 422 of the Code), in whole or in part. Unless the Board or Committee otherwise directs, options granted hereunder shall be exercisable by a Participant pursuant to the Vesting Formula defined below, provided the Participant is employed by Company on the Allocation Dates as defined below. On the original date of grant the Participant shall have the right to purchase as much as twenty (20%) percent of the shares of Common Stock which are the subject of his/her option. On the first anniversary of the original date of grant and on the second, third and fourth anniversary of the original date of grant thereafter, Participant shall have the right to purchase as much as an additional twenty (20%) percent of the shares of Common Stock which are the subject of his/her option. As of the fourth anniversary of the original date of grant, Participant shall have the right to purchase one hundred (100%) percent of the shares of Common Stock which are the subject of his/her option. The Allocation Dates are the above mentioned four (4) anniversary dates of the original date of grant. Options granted under this Plan shall otherwise be exercisable during the Option Period at such times, in such amounts, in accordance with such terms and conditions, and subject to such restrictions as may be determined by the Board or Committee, and as are set forth in the resolutions and the Notice of Grant evidencing a Participant's exercise of such options. In no event shall an option be exercised or shares be issued pursuant to an option if any applicable laws shall not have been conformed with or if requisite approval or consent of any governmental authority having jurisdiction over the exercise of the options or the issue and sale of the Common Stock shall not have been secured, unless in the opinion of counsel for the Company, the exercise or issuance is exempt from the obligation to obtain such approval or consent. Each Participant shall agree not to offer, sell, pledge, hypothecate or otherwise transfer any shares of Common Stock purchased pursuant to the exercise of an option granted under this Plan unless the shares have been registered under applicable federal and state securities laws or unless the proposed transaction is exempt from such registration in the opinion of counsel for the Company. Each Participant shall, at the time of purchase of shares of Common Stock upon the exercise of an option, if requested by the Company upon advice of its counsel that the same is necessary or desirable, deliver to the Company his/her written representation that he/she is purchasing the shares for his/her own account for investment and not with a view to public distribution or with any present intention of reselling any of such shares, and deliver such other written representations as may be reasonably requested by the Company to assure compliance with applicable laws. If a Participant so requests, shares purchased upon the exercise of any option may be issued in or transferred into the name of the Participant and another person jointly with right of survivorship. 15. Changes in Capital Structures. In the event of the payment of any dividend payable in, or the making of any distribution of, Common Stock of the Company to holders of record of Common Stock of the Company, which increases the outstanding Common Stock of the Company by more than twenty-five (25%) percent during the period any option granted under this Plan is outstanding or in the event of any stock split, 4 combination of shares, recapitalization or other similar change in the authorized capital stock of the Company during such period or in the event of the merger or consolidation of the Company into or with any other corporation or the reorganization, dissolution, liquidation or winding up of the Company during such period, Participants shall be entitled, upon the exercise of any unexercised option held by them, to receive such new, additional or other shares of stock of any class, or other property (including cash), as they would have been entitled to receive as a matter of law in connection with such payment, distribution, stock split, combination, recapitalization, as the case may be, had they held the shares of the Common Stock being purchased upon exercise of such option on the record date set for such payment or distribution or on the date of such stock split, combination, recapitalization, change, merger, consolidation, reorganization, dissolution or liquidation, and the option price under any such option shall be appropriately adjusted. In case any such event shall occur during the term of this Plan, the number of shares that may be optioned and sold under this Plan as provided in Section 4. shall be appropriately adjusted. The decision of the Board or the Committee, with respect to all such adjustments shall be conclusive. 16. Nontransferability. Options granted under this Plan shall not be transferable other than by will or by the laws of descent and distribution, and shall be exercisable only by the Participant or by Participant's heirs or personal representatives in accordance with Section 12. of this Plan. 17. Transfers of Stock Received Upon Exercise. Pursuant to ?423(a) of the Code, there shall be no income tax consequences incurred upon the grant of an option or upon the exercise of an option, provided, a Participant who has received stock pursuant to exercise of an option to purchase Common Stock, does not dispose of such shares of stock for a period of 2 years from the date of the grant of the option or for a period of 1 year from the date of transfer of such stock to Participant, whichever is later. 18. Re-Issuance of Shares. Any shares of Common Stock which, by reason of the expiration of an option or otherwise, are no longer subject to purchase pursuant to an option granted under this Plan shall be available for re-issuance under this Plan. 19. Interpretation. The Board or the Committee shall interpret this Plan and prescribe, amend or rescind rules and regulations relating to it and make any and all other determinations necessary or advisable for its administration. 20. Term of Plan, Amendment, Discontinuance. This Plan shall be or has been submitted for approval by the holders of at least a majority of the shares called for that purpose within twelve months before or after adoption of the Plan by the Board. Upon stockholder approval, the Plan shall be deemed effective and adopted as of such date. This Plan, unless sooner terminated or discontinued by the Board pursuant to this Section 19., shall expire on the tenth anniversary of the Effective Date (except to the extent necessary for administration of options exercisable but unexercised on that date), and no options shall be granted under this Plan after that date. The Board may terminate or discontinue this Plan at any time and may suspend this Plan or amend or modify this Plan in any respect at any time or from time to time, without the approval of the stockholders, except that the number of shares of Common Stock that may be optioned and sold under this Plan, as provided in Section 4., above, may not be changed (except pursuant to Section 15., above) and the class of eligible employees to whom options may be granted, as provided in Sections 5. and 6. above, may not be modified without the approval of the stockholders of the Company and the Board or the Committee. No action of the Board, the Committee or stockholders may alter or impair the rights of a Participant under any option theretofore granted to him/her without his/her consent to such action. 5 21. Effect of the Plan, etc. Neither the adoption of this Plan nor any action of the Board or Committee, shall be deemed to give any employee any right to be granted an option to purchase Common Stock of the Company or any other rights hereunder unless and until the Board or Committee shall have adopted a resolution granting such employee an option, and then only to the extent and on such terms and conditions as may be set forth in such resolution; the terms and conditions of options granted under this Plan may differ from one another as the Board or Committee shall at its discretion determine, as long as all options granted under the Plan satisfy the requirements in this Plan. Date Adopted by Board: February 26, 1998 Date Approved by Stockholders: June 16, 1998 Effective Date: June 16, 1998 22. Governing Law. The validity, construction, interpretation and effect of this instrument shall exclusively be governed by and determined in accordance with the laws of the State of Delaware, except to the extent preempted by federal law, which shall to such extent govern. 6 EX-99 3 EXHIBIT 99(O) STRATEGIC SOLUTIONS GROUP, INC. NONQUALIFIED STOCK OPTION PLAN NO. 8 EFFECTIVE JUNE 16, 1998
1. Definitions................................................................. 1 2. Purpose..................................................................... 1 3. Administration.............................................................. 1 4. Shares Subject to Plan...................................................... 2 5. Eligibility................................................................. 2 6. Allotment of Shares......................................................... 2 7. Option Price................................................................ 2 8. Option Period............................................................... 2 9. Termination of Option....................................................... 2 10. Rights in Event of Death.................................................... 2 11. Payment and Notice of Exercise.............................................. 2 12. Exercise of Option.......................................................... 3 13. Changes in Capital Structures, etc.......................................... 3 14. Nontransferability.......................................................... 4 15. Other Provisions............................................................ 4 16. Re-Issuance of Shares....................................................... 4 17. Interpretation.............................................................. 4 18. Term of Plan, Amendment, Discontinuance..................................... 4 19. Effect of the Plan, etc..................................................... 4
STRATEGIC SOLUTIONS GROUP, INC. ------------------------------- NONQUALIFIED STOCK OPTION PLAN NO. 8 ------------------------------------ 1. Definitions. As used herein, the following terms shall have the following meanings: (a) "Board" shall mean the Board of Directors of Strategic Solutions Group, Inc. (b) "Committee" shall mean the Committee appointed by the Board pursuant to Section 3. of this Plan to administer this Plan, if appointed. (c) "Company" shall mean Strategic Solutions Group, Inc. (d) "Effective Date" shall mean the date this Plan is approved by the Board of Directors of Strategic Solutions Group, Inc., as provided in Section 18. hereof. (e) "Option Period" shall mean the period during which an option granted under this Plan shall be exercisable, as set forth in Section 8. hereof. (f) "Subsidiary", for purposes of this Plan, shall mean any corporation (or similar organization) of which the Company owns, directly or indirectly, more than 50% of the total voting power of all classes of stock entitled to vote therein. 2. Purpose. The purpose of this Plan is to increase the interest in the welfare of the Company of those directors, officers and consultants of the Company who have made valuable contributions to the business of the Company, to furnish such directors, officers and consultants with an incentive to continue their services to and for the Company, by enabling such directors, officers and consultants to acquire an interest in the Company through a grant to them of options to purchase shares of the Company's Common Stock. 3. Administration. This Plan shall be administered by the Board or a Committee (the "Committee"), if appointed by the Board, which shall consist of not less than two (2) members of the Board. No member of the Board or Committee shall participate in any action by the Board or Committee which allots or grants options to him personally. 4. Shares Subject to Plan. Options may be granted from time to time under this Plan providing for the purchase of not more than twenty-five thousand (25,000) shares of the common stock, par value $.0001 per share, of the Company ("Common Stock"), as constituted on the Effective 1 Date (subject to adjustment pursuant to Section 13.), plus such number of such shares as may become available for reissuance pursuant to Section 16. Shares of authorized and unissued Common Stock reacquired by the Company and held in its Treasury, as from time to time determined by the Board, may be issued upon exercise of options granted under this Plan. 5. Eligibility. Except as otherwise provided herein, those directors, officers and consultants of the Company who have performed or who are about to perform services for the Company and who are designated by the Board or the Committee shall be eligible to be granted options under this Plan. Said designated person shall hereinafter be referred to as "Participant". 6. Allotment of Shares. The grant of an option to an eligible person under this Plan shall not be deemed either to entitle such person to, or to disqualify such person from, participation in any other grant of options under this Plan or under any other plan of the Company. 7. Option Price. The price at which shares of Common Stock may be purchased upon the exercise of an option granted under this Plan shall be fixed by the Board or the Committee, and may be greater than or less than the fair market value of such shares at the time of grant. 8. Option Period. An option granted under this Plan may be exercised during the period (the "Option Period") which begins upon the date the option is granted (or at such other time as may be determined by the Board or Committee, as set forth in the resolutions evidencing the grant of the option) and which ends no later than ten (10) years after the date the option is granted or such lesser time as may be determined by the Board or the Committee as set forth in the resolutions evidencing the grant of the option. 9. Termination of Option. All rights to exercise an option granted under this Plan shall terminate at the end of the Option Period, as described in Section 8. above. 10. Rights in Event of Death. If a Participant dies without having fully exercised an option granted under this Plan, the executors, administrators, legatees or distributees of his estate shall have the right, for a period of one (1) year after the date of his death to exercise the unexercised and unexpired portion, if any, of such option, in whole or in part, to the same extent that the Participant could have exercised such option at the expiration of such one (1) year period had the Participant lived. 11. Payment and Notice of Exercise. Full payment of the purchase price for shares purchased upon the exercise, in whole or in part, of an option granted under this Plan shall be made at the time of such exercise. The purchase price must be paid for with cash. No such shares shall be issued or transferred to a Participant until full payment therefor has been made and the Participant has delivered his written Notice of Exercise of the respective options to the Company at its principal office, and a Participant who is not already a stockholder at the time of the issue shall have none of the rights of a stockholder until shares are issued or transferred to him. 2 12. Exercise of Option. As directed by the Board or Committee, options granted hereunder may be exercisable by a Participant pursuant to a vesting formula which will set forth the dates and the number of options which are then available to the Participant. Options granted under this Plan shall be exercisable during the Option Period at such times, in such amounts, in accordance with such terms and conditions, and subject to such restrictions as may be determined by the Board or Committee, and as are set forth in the resolutions and the Notice of Grant evidencing the grant of such options as well as the Notice of Exercise evidencing a Participant's exercise of such options. In no event shall an option be exercised or shares be issued pursuant to an option if any applicable laws shall not have been conformed with or if any requisite approval or consent of any governmental authority having jurisdiction over the exercise of the options or the issue and sale of the Common Stock shall not have been secured, unless in the opinion of counsel for the Company the exercise or issuance is exempt from the obligation to obtain approval or consent. Each Participant shall agree not to offer, sell, pledge, hypothecate or otherwise transfer any shares of Common Stock purchased pursuant to the exercise of an option granted under this Plan unless the shares have been registered under applicable federal and state securities laws or unless the proposed transaction is exempt from such registration in the opinion of Counsel for the Company. Each Participant shall, at the time of purchase of shares of Common Stock upon the exercise of an option, if requested by the Company upon advice of its counsel that the same is necessary or desirable, deliver to the Company his written representation that he is purchasing the shares for his own account for investment and not with a view to public distribution or with any present intention of reselling any of such shares, and deliver such other written representations as may be reasonably requested by the Company to assure compliance with applicable laws. If a Participant so requests, shares purchased upon the exercise of an option may be issued in or transferred into the name of the Participant and other person jointly with the right of survivorship. 13. Changes in Capital Structures, etc. In the event of the payment of any dividend payable in, or the making of any distribution of, Common Stock of the Company to holders of record of Common Stock of the Company, which increases the outstanding Common Stock of the Company by more than twenty-five (25%) percent during the period any option granted under this Plan is outstanding or in the event of any stock split, combination of shares, recapitalization or other similar change in the authorized capital stock of the Company during such period or in the event of the merger or consolidation of the Company into or with any other corporation or the reorganization, dissolution, liquidation or winding up of the Company during such period, Participants shall be entitled, upon the exercise of any unexercised option held by them, to receive such new, additional or other shares of stock of any class, or other property (including cash), as they would have been entitled to receive as a matter of law in connection with such payment, distribution, stock split, combination, recapitalization, change, merger, consolidation, reorganization, dissolution or liquidation, as the case may be, had they held the shares of the Common Stock being purchased upon exercise of such option on the record date set for the such payment or distribution or on the date of such stock split, combination, recapitalization, change, merger, consolidation, reorganization, dissolution or liquidation, and the option price under any such option shall be appropriately adjusted. In case any such event shall occur during the term of this Plan, the number of shares that my be optioned and sold under this Plan as provided in Section 4. shall be appropriately adjusted. The decision of the Board or the Committee, with respect to all such adjustments shall be conclusive. 3 14. Nontransferability. Options granted under this Plan shall not be transferable other than by will or by the laws of descent and distribution, and shall be exercisable only by the Participant or by Participant's heirs or personal representatives as provided in Section 10. of this Plan. 15. Other Provisions. Options granted under this Plan shall contain such other provisions, including, without limitation, restrictions upon the exercise of the option, as the Board or Committee shall deem advisable by written notice to Participant. 16. Re-Issuance of Shares. Any shares of Common Stock which, by reason of the expiration of an option or otherwise, are no longer subject to purchase pursuant to an option granted under this Plan shall be available for re-issuance under this Plan. 17. Interpretation. The Board shall interpret this Plan and prescribe, amend or rescind rules and regulations relating to it and make any and all other determinations necessary or advisable for its administration. 18. Term of Plan, Amendment, Discontinuance. Upon approval by the Board of Directors, the Plan shall be deemed effective and adopted as of such date. This Plan, unless sooner terminated or discontinued by the Board pursuant to this Section 18, shall expire on the tenth anniversary of the Effective Date (except to the extent necessary for administration of options exercisable but unexercised on that date), and no options shall be granted under this Plan after that date. The Board may terminate or discontinue this Plan at any time and may suspend this Plan or amend or modify this Plan in any respect at any time or from time to time, without the approval of the stockholders, except that the number of shares of Common Stock that may be optioned and sold under this Plan, as provided in Section 4., above, may not be changed (except pursuant to Section 13., above) and the class of eligible persons to whom options may be granted, as provided in Section 5., above, may not be modified without the approval of the Board or the Committee. No action of the Board, the Committee or stockholders may alter or impair the rights of a Participant under any option theretofore granted to him without his consent to such action. 19. Effect of the Plan, etc. Neither the adoption of this Plan, nor any action of the Board or Committee, shall be deemed to give any person any right to be granted an option to purchase Common Stock of the Company or any other rights hereunder unless and until the Board or Committee shall have adopted a resolution granting such person an option, and then only to the extent and on such terms and conditions as may be set forth in such resolution; the terms and conditions of options granted under this Plan may differ from one another as the Board or Committee shall at its discretion determine, as long as all options granted under the Plan satisfy the requirements in this Plan. Date Adopted by Board: June 16, 1998 Effective Date: June 16, 1998 4 EX-99 4 EXHIBIT 99(P) STRATEGIC SOLUTIONS GROUP, INC. NONQUALIFIED STOCK OPTION PLAN NO. 9 Effective August 10, 1998
1. Definitions................................................................. 1 2. Purpose..................................................................... 1 3. Administration.............................................................. 1 4. Shares Subject to Plan...................................................... 2 5. Eligibility................................................................. 2 6. Allotment of Shares......................................................... 2 7. Option Price................................................................ 2 8. Option Period............................................................... 2 9. Termination of Option....................................................... 2 10. Rights in Event of Death.................................................... 2 11. Payment and Notice of Exercise.............................................. 2 12. Exercise of Option.......................................................... 3 13. Changes in Capital Structures, etc.......................................... 3 14. Nontransferability.......................................................... 4 15. Condition to Grant.......................................................... 4 16. Other Provisions............................................................ 4 17. Re-Issuance of Shares....................................................... 4 18. Interpretation.............................................................. 4 19. Term of Plan, Amendment, Discontinuance..................................... 4 20. Effect of the Plan, etc..................................................... 5
STRATEGIC SOLUTIONS GROUP, INC. ------------------------------- NONQUALIFIED STOCK OPTION PLAN NO. 9 ------------------------------------ 1. Definitions. As used herein, the following terms shall have the following meanings: (a) "Board" shall mean the Board of Directors of Strategic Solutions Group, Inc. (b) "Committee" shall mean the Committee appointed by the Board pursuant to Section 3. of this Plan to administer this Plan, if appointed. (c) "Company" shall mean Strategic Solutions Group, Inc. (d) "Effective Date" shall mean the date this Plan is approved by the Board of Directors of Strategic Solutions Group, Inc., as provided in Section 18. hereof. (e) "Option Period" shall mean the period during which an option granted under this Plan shall be exercisable, as set forth in Section 8. hereof. (f) "Subsidiary", for purposes of this Plan, shall mean any corporation (or similar organization) of which the Company owns, directly or indirectly, more than 50% of the total voting power of all classes of stock entitled to vote therein. 2. Purpose. The purpose of this Plan is to increase the interest in the welfare of the Company of those consultants of the Company who have made valuable contributions to the business of the Company, to furnish such consultants with an incentive to continue their services to and for the Company, by enabling such consultants to acquire an interest in the Company through a grant to them of options to purchase shares of the Company's Common Stock. 3. Administration. This Plan shall be administered by the Board or a Committee (the "Committee"), if appointed by the Board, which shall consist of not less than two (2) members of the Board. No member of the Board or Committee shall participate in any action by the Board or Committee which allots or grants options to him personally. 4. Shares Subject to Plan. Options may be granted from time to time under this Plan providing for the purchase of not more than twenty-five thousand (25,000) shares of the common stock, par value $.0001 per share, of the Company ("Common Stock"), as constituted on the Effective Date (subject to adjustment pursuant to Section 13.), plus such number of such shares as may become available for reissuance pursuant to Section 16. Shares of authorized and unissued Common Stock reacquired by the Company and held in its Treasury, as from time to time determined by the Board, may be issued upon exercise of options granted under this Plan. 5. Eligibility. Except as otherwise provided herein, those consultants of the Company who have performed or who are about to perform services for the Company and who are designated by the Board or the Committee shall be eligible to be granted options under this Plan. Said designated person shall hereinafter be referred to as "Participant". 6. Allotment of Shares. The grant of an option to an eligible person under this Plan shall not be deemed either to entitle such person to, or to disqualify such person from, participation in any other grant of options under this Plan or under any other plan of the Company. 7. Option Price. The price at which shares of Common Stock may be purchased upon the exercise of an option granted under this Plan shall be fixed by the Board or the Committee, and may be greater than or less than the fair market value of such shares at the time of grant. 8. Option Period. An option granted under this Plan may be exercised during the period (the "Option Period") which begins upon the date the option is granted (or at such other time as may be determined by the Board or Committee, as set forth in the resolutions evidencing the grant of the option) and which ends no later than ten (10) years after the date the option is granted or such lesser time as may be determined by the Board or the Committee as set forth in the resolutions evidencing the grant of the option. 9. Termination of Option. All rights to exercise an option granted under this Plan shall terminate at the end of the Option Period, as described in Section 8. above. 10. Rights in Event of Death. If a Participant dies without having fully exercised an option granted under this Plan, the executors, administrators, legatees or distributees of his estate shall have the right, for a period of one (1) year after the date of his death to exercise the unexercised and unexpired portion, if any, of such option, in whole or in part, to the same extent that the Participant could have exercised such option at the expiration of such one (1) year period had the Participant lived. 11. Payment and Notice of Exercise. Full payment of the purchase price for shares purchased upon the exercise, in whole or in part, of an option granted under this Plan shall be made at the time of such exercise. The purchase price must be paid for with cash. No such shares shall be issued or transferred to a Participant until full payment therefor has been made and the Participant has delivered his written Notice of Exercise of the respective options to the Company at its principal office, and a Participant who is not already a stockholder at the time of the issue shall have none of the rights of a stockholder until shares are issued or transferred to him. 12. Exercise of Option. As directed by the Board or Committee, options granted hereunder may be exercisable by a Participant pursuant to a vesting formula which will set forth the dates and the number of options which are then available to the Participant. Options granted under this Plan shall be exercisable during the Option Period at such times, in such amounts, in accordance with such terms and conditions, and subject to such restrictions as may be determined by the Board or Committee, and as are set forth in the resolutions and the Notice of Grant evidencing the grant of such options as well as the Notice of Exercise evidencing a Participant's exercise of such options. In no event shall an option be exercised or shares be issued pursuant to an option if any applicable laws shall not have been conformed with or if any requisite approval or consent of any governmental authority having jurisdiction over the exercise of the options or the issue and sale of the Common Stock shall not have been secured, unless in the opinion of counsel for the Company the exercise or issuance is exempt from the obligation to obtain approval or consent. Each Participant shall agree not to offer, sell, pledge, hypothecate or otherwise transfer any shares of Common Stock purchased pursuant to the exercise of an option granted under this Plan unless the shares have been registered under applicable federal and state securities laws or unless the proposed transaction is exempt from such registration in the opinion of Counsel for the Company. Each Participant shall, at the time of purchase of shares of Common Stock upon the exercise of an option, if requested by the Company upon advice of its counsel that the same is necessary or desirable, deliver to the Company his written representation that he is purchasing the shares for his own account for investment and not with a view to public distribution or with any present intention of reselling any of such shares, and deliver such other written representations as may be reasonably requested by the Company to assure compliance with applicable laws. If a Participant so requests, shares purchased upon the exercise of an option may be issued in or transferred into the name of the Participant and other person jointly with the right of survivorship. 13. Changes in Capital Structures, etc. In the event of the payment of any dividend payable in, or the making of any distribution of, Common Stock of the Company to holders of record of Common Stock of the Company, which increases the outstanding Common Stock of the Company by more than twenty-five (25%) percent during the period any option granted under this Plan is outstanding or in the event of any stock split, combination of shares, recapitalization or other similar change in the authorized capital stock of the Company during such period or in the event of the merger or consolidation of the Company into or with any other corporation or the reorganization, dissolution, liquidation or winding up of the Company during such period, Participants shall be entitled, upon the exercise of any unexercised option held by them, to receive such new, additional or other shares of stock of any class, or other property (including cash), as they would have been entitled to receive as a matter of law in connection with such payment, distribution, stock split, combination, recapitalization, change, merger, consolidation, reorganization, dissolution or liquidation, as the case may be, had they held the shares of the Common Stock being purchased upon exercise of such option on the record date set for the such payment or distribution or on the date of such stock split, combination, recapitalization, change, merger, consolidation, reorganization, dissolution or liquidation, and the option price under any such option shall be appropriately adjusted. In case any such event shall occur during the term of this Plan, the number of shares that my be optioned and sold under this Plan as provided in Section 4. shall be appropriately adjusted. The decision of the Board or the Committee, with respect to all such adjustments shall be conclusive. 14. Nontransferability. Options granted under this Plan shall not be transferable other than by will or by the laws of descent and distribution, and shall be exercisable only by the Participant or by Participant's heirs or personal representatives as provided in Section 10. of this Plan. 15. Conditions to Grant. Options granted under this Plan shall be conditioned on the Company receiving payment from U.S. Technologies pursuant to a Merger Agreement dated April 8, 1998, as amended. 16. Other Provisions. Options granted under this Plan shall contain such other provisions, including, without limitation, restrictions upon the exercise of the option, as the Board or Committee shall deem advisable by written notice to Participant. 17. Re-Issuance of Shares. Any shares of Common Stock which, by reason of the expiration of an option or otherwise, are no longer subject to purchase pursuant to an option granted under this Plan shall be available for re-issuance under this Plan. 18. Interpretation. The Board shall interpret this Plan and prescribe, amend or rescind rules and regulations relating to it and make any and all other determinations necessary or advisable for its administration. 19. Term of Plan, Amendment, Discontinuance. Upon approval by the Board of Directors, the Plan shall be deemed effective and adopted as of such date. This Plan, unless sooner terminated or discontinued by the Board pursuant to this Section 18, shall expire on the tenth anniversary of the Effective Date (except to the extent necessary for administration of options exercisable but unexercised on that date), and no options shall be granted under this Plan after that date. The Board may terminate or discontinue this Plan at any time and may suspend this Plan or amend or modify this Plan in any respect at any time or from time to time, without the approval of the stockholders, except that the number of shares of Common Stock that may be optioned and sold under this Plan, as provided in Section 4., above, may not be changed (except pursuant to Section 13., above) and the class of eligible persons to whom options may be granted, as provided in Section 5., above, may not be modified without the approval of the Board or the Committee. No action of the Board, the Committee or stockholders may alter or impair the rights of a Participant under any option theretofore granted to him without his consent to such action. 20. Effect of the Plan, etc. Neither the adoption of this Plan, nor any action of the Board or Committee, shall be deemed to give any person any right to be granted an option to purchase Common Stock of the Company or any other rights hereunder unless and until the Board or Committee shall have adopted a resolution granting such person an option, and then only to the extent and on such terms and conditions as may be set forth in such resolution; the terms and conditions of options granted under this Plan may differ from one another as the Board or Committee shall at its discretion determine, as long as all options granted under the Plan satisfy the requirements in this Plan. Date Adopted by Board: August 10, 1998 Effective Date: August 10, 1998 -----END PRIVACY-ENHANCED MESSAGE-----