UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
(Mark One)
| x | Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended December 31, 2004.
OR
| ¨ | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to .
Commission File No. 0-28462
WEBB INTERACTIVE SERVICES, INC.
(name of Small business Issuer in its Charter)
| Colorado | 84-1293864 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 1899 Wynkoop, Suite 600, Denver, CO | 80202 | |
| (Address of principal executive offices) | (Zip Code) | |
Issuer’s Telephone Number, Including Area Code: (303) 308-3180
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, no par value
Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. x
Issuer’s revenues for fiscal year ended December 31, 2004 were $0
The aggregate market value of voting and non-voting common equity held by non-affiliates of registrant as of March 31, 2005 was approximately $6,051,491.
The number of shares outstanding of the registrant’s common stock, no par value, as of March 31, 2005 was 25,433,552.
DOCUMENTS INCORPORATED BY REFERENCE
Not Applicable.
Transitional Small Business Disclosure Format (check one). Yes ¨ No x
Webb’s Form 10-KSB for fiscal 2004 filed on April 15, 2005, is hereby amended as follows:
Item 8A. CONTROLS AND PROCEDURES.
At December 31, 2004, the end of the last fiscal quarter covered by this report, Webb conducted an evaluation, under the supervision and with the participation of the Principal Executive and Principal Financial Officer, of Webb’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based on this evaluation, the Principal Executive and Principal Financial Officer concluded that Webb’s disclosure controls and procedures are effective to insure the information required to be disclosed by Webb in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time period specified in Securities and Exchange Commission rules and forms and is accumulated and communicated to Webb’s management, including its Principal Executive and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
There have been no changes in internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2004 that have materially affected, or are reasonably likely to materially affect, Webb’s internal control over financial reporting.
Item 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Directors and Executive Officer
| Name |
Age |
Director Since |
Position | |||
| Lindley Branson |
62 | — | Vice President, General Counsel and Secretary (Principal Executive and Principal Financial Officer) | |||
| Robert Lacey |
50 | 2002 | Director | |||
| Peter Ren |
46 | 2003 | Director | |||
| Barry Roelofs |
49 | 2005 | Director |
Lindley Branson, joined Webb as Vice President, General Counsel and Secretary in May 1999 and served as Secretary and General Counsel of Jabber from its formation in February 2000 to April 2005. Mr. Branson has served as Webb’s Principal Executive and Principal Financial Officer since the resignation of Webb’s Chief Executive and Chief Financial Officer on September 23, 2004. Mr. Branson has been a partner with the Minneapolis law firm of Gray, Plant, Mooty, Mooty & Bennett, P.A. for more than twenty years, with an emphasis in corporate finance, mergers and acquisitions and general corporate law.
Robert Lacey, has been a director of Webb since March 2002. Mr. Lacey has served since February 2002 as Director of Technology for Nerd Tech, an unincorporated subsidiary of Nerd Gas Company, LLC, a privately-held Casper, Wyoming oil and gas exploration company. From January 1998 through March 1999, Mr. Lacey was a principal of Computer Engineers, LLC, and from March 1999 through February 2002, he was a principal of its successor, R&J Computer Consultants, both of which are privately-held consulting companies based in Casper, Wyoming. Mr. Lacey was employed as a computer consultant and technician by Touchtronics, Inc., a Casper, Wyoming privately-held computer hardware and software company, from October 1995 through January 1998.
Peter Ren, has been a director of Webb since March 2003. Mr. Ren has served as the President of Copier Technologies, Inc., a Trevose, Pennsylvania based provider of digital office solutions since 1982. Mr. Ren also provides consulting services in the areas of marketing and sales.
Barry Roelofs, has been a director of Webb since February 2005. Mr. Roelofs has served as the Data Center Facilities Manager for Pfizer Inc. since September 2004. He has also served as the President and owner of Roelofs Trucking Inc., a Portage, Michigan - based trucking company since December 2003. Prior to his employment with Pfizer, Mr. Roelofs served as Director of Technology for USF Corporation
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from November 2001 to July 2003; was employed by Kellogg Company from August 1995 through October 2001 (including serving as Senior Global Technology Manager from 1998 through 2001); and served as Manager of Technology for United Parcel Service, Inc. from 1991 through 1995. Mr. Roelofs received his B.A. degree in Finance at Western Michigan University in 1989.
Audit Committee
Peter Ren, Barry Roelofs and Robert Lacey are the current members of the audit committee of the board of directors. Mr. Roelofs is a “financial expert,” as that term is used in the Exchange Act. All of the members are “independent” under the rules promulgated by the Nasdaq Stock Market.
Shareholder Nominee Recommendations
Webb’s compensation/nominating committee is responsible for identifying and selecting nominees for directors. The committee will consider recommendations by shareholders of nominees for election as a director. Recommendations need to be in writing, including a resume of the candidate’s business and personal background and a signed consent that the candidate is willing to be considered as a nominee and will serve if elected. Shareholder recommendations must be sent to Webb Interactive Services, Inc., c/o Corporate Secretary, 1899 Wynkoop, Suite 600, Denver, Colorado 80202.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires Webb’s directors and officers, and persons who own more than ten percent of a registered class of Webb’s equity securities, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directors and greater than ten-percent shareholders are also required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.
To our knowledge, based solely on review of the copies of such reports furnished to us that no other reports were required, during the year ended December 31, 2004, all Section 16(a) filing requirements applicable to our officers, directors and greater than ten-percent beneficial owners were complied with in a timely manner.
Code of Business Conduct and Ethics
Each of Webb’s directors and employees, including its executive officers, are required to conduct themselves in accordance with ethical standards set forth in the Code of Business Conduct and Ethics adopted by Webb’s board of directors. The code is available on our website at www.webb.net. Any amendments to or waivers from the code will be posted on Webb’s website.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| WEBB INTERACTIVE SERVICES, INC. | ||||
| Date: July 21, 2005 | By | /s/ Lindley Branson | ||
| Lindley Branson, Vice President—General | ||||
| Counsel (Principal Executive and Principal | ||||
| Financial Officer) | ||||
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| /s/ Lindley Branson |
July 21, 2005 | |
| Lindley Branson | ||
| Vice President – General Counsel (Principal Executive and Principal Financial Officer) |
||
| /s/ Stuart Lucko* |
July 21, 2005 | |
| Stuart Lucko | ||
| Controller (Principal Accounting Officer) | ||
| /s/ Robert Lacey* |
July 21, 2005 | |
| Robert Lacey | ||
| (Director) | ||
| /s/ Peter Ren* |
July 21, 2005 | |
| Peter Ren | ||
| (Director) | ||
| /s/ Barry Roelofs* |
July 21, 2005 | |
| Barry Roelofs | ||
| (Director) | ||
| * By Lindley S. Branson | ||
| Attorney-in-fact | ||
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WEBB INTERACTIVE SERVICES, INC.
INDEX TO EXHIBITS
FORM 10-KSB (For Year Ended December 31, 2004)
| (a) | Listing of Exhibits: |
| 3.1(a) | Articles of Incorporation, as amended, of Webb Interactive Services, Inc. (1) | |
| 3.1(b) | Articles of Amendment setting forth the terms of Series D Junior Convertible Preferred Stock (2) | |
| 3.2 | Bylaws of Webb Interactive Services, Inc. (3) | |
| 4.1 | Specimen form of Webb Interactive Services, Inc. common stock certificate (4) | |
| 4.2 | Webb Interactive Services, Inc. Stock Option Plan of 1995 (3) | |
| 4.3 | Form of Incentive Stock Option Agreement for Webb Interactive Services, Inc. Stock Option Plan of 1995 (3) | |
| 4.4 | Form of Nonstatutory Stock Option Agreement for Webb Interactive Services, Inc. Stock Option Plan of 1995 (3) | |
| 4.5 | Webb Interactive Services, Inc. Stock Option Plan of 2000, including forms of Incentive and Nonstatutory Stock Option Agreements (5) | |
| 4.6 | Stock Purchase Warrant dated August 25, 1999, as amended December 18, 1999, issued by Webb Interactive Services, Inc. to Castle Creek Technology Partners, Inc. (6) | |
| 4.7 | ||
| 4.8 | Stock Purchase Warrant dated December 31, 1999 issued to by Webb Interactive Services, Inc. Marshall Capital Management, Inc. and Castle Creek Technology Partners, LLC (7) | |
| 4.9 | Form of Stock Purchase Warrant dated February 28, 2001 issued by Webb Interactive Services, Inc. to Castle Creek Technology Partners, LLC (8) | |
| 4.10 | ||
| 10.1 | Form of Nondisclosure and Nonsolicitation Agreement between Webb Interactive Services, Inc. and its employees (1) | |
| 10.2 | Employment Agreement between Webb Interactive Services, Inc. and Lindley S. Branson, dated March 1, 2002 (9) | |
| 10.3 | Securities Purchase Agreement dated as of January 17, 2002, between Webb Interactive Services, Inc. and Jona, Inc. Included as an exhibit is a Registration Rights Agreement (2) | |
| 10.4 | Letter Agreement between Webb Interactive Services, Inc. and Jona, Inc. (9) | |
| 10.5 | Exchange Agreement dated January 17, 2002 between Webb Interactive Services, Inc. and Castle Creek Technology Partners LLC. Included as an exhibit is a Registration Rights Agreement (2) | |
| 10.6 | Series D Preferred Stock Purchase Agreement dated March 17, 2003, by and among Jabber, Inc. France Telecom Technologies Investissements, Intel Capital Corporation, and Webb Interactive Services, Inc. Included as exhibits to the Stock Purchase Agreement are the Restated Certificate of Incorporation of Jabber, Inc. and the following additional agreements among the parties to the Stock Purchase Agreement: Investors Rights Agreement; Right of First Refusal and Co-Sale Agreement; and Voting Agreement. (10) | |
| 10.7 | Jabber, Inc. Certificate of Designation for Series E and D Convertible Preferred Stock (12) | |
| 10.8 | Exchange Agreement, dated as of October 21, 2003, by and between Webb Interactive Services, Inc. and Jona, Inc. (11) | |
| 10.9 | Investor Rights Agreement, Right of First Refusal and Co-Sale Agreement and Voting Agreement, all dated April 8, 2005, among Jabber, Inc., Jona, Inc., France Telecom Technologies Investissements and Intel Capital Corporation (12) | |
| 13.1 | The registrant intends to deliver to its shareholders a copy of 2004 Annual Report on Form 10-KSB (without exhibits), in lieu of a separate Annual Report to Shareholders | |
| 21.1 | Subsidiaries of Webb Interactive Services, Inc. (12) | |
| 23.1 | Consent of Ehrhardt Keefe Steiner & Hottman PC (12) | |
| 23.2 | Consent of Ernst & Young LLP (12) | |
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| 24.1 | Power of Attorney (Included in signature page) (12) | |
| 31.1 | Certification of Chief Executive Officer and Chief Financial Officer* | |
| 32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | |
| * | Filed herewith. |
| (1) | Filed with the Registration Statement on Form S-3, filed January 29, 1999, Commission File No. 333-71503. |
| (2) | Filed with the Registration Statement on Form SB-2, filed April 5, 1996, Commission File No. 333-3282-D. |
| (3) | Filed with the Registration Statement on Form S-3, filed September 24, 1999, Commission File No. 333-86465. |
| (4) | Filed with the Form 10-KSB Annual Report for the year ended December 31, 2000, Commission File No. 0-28462. |
| (5) | Filed with the Current Report on Form 8-K, filed January 22, 2002 and amended on January 29, 2002, Commission File No. 0-28462. |
| (6) | Filed with Amendment No. 2 to Webb’s Registration Statement on Form S-3, filed January 3, 2000, Commission File No. 333-87887. |
| (7) | Filed with the Current Report on Form 8-K, filed January 5, 2000, Commission File No. 0-28462. |
| (8) | Filed with the Current Report on Form 8-K, filed March 1, 2001, Commission File No. 0-28462. |
| (9) | Filed with the Form 10-KSB Annual Report for the year ended December 31, 2001, Commission File No. 0-28462. |
| (10) | Filed with the Current Report on Form 8-K, filed on March 20, 2003, Commission File No. 0-28462. |
| (11) | Filed with the Quarterly Report on Form 10-QSB for the quarter ended September 30, 2003, Commission File No. 0-28462. |
| (12) | Filed with the Form 10-KSB for the year ended December 31, 2004, filed on April 15, 2005, Commission File No. 0-28462. |
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