UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 5(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004
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OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 000-08187
CabelTel International Corporation
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(Exact name of registrant as specified in its charter)
Nevada 75-2399477
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(State or other jurisdiction of (IRS Employer Identification
Incorporation or organization) Number)
1755 Wittington Place, Suite 340, Dallas, Texas 75234
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(Address of prinicpal executive offices) (Zip Code)
Registrant's Telephone Number, including area code 972-407-8400
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Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of each exchange on which registered
Common Stock, $0.01 par value American Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (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-K or any amendment to this Form 10-K. [ X ]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act). Yes [ ] No [ X ]
The aggregate market value of the voting stock held by non-affiliates
of the issuer, computed by reference to the closing sales price on June 30,
2004, was approximately $2,424,000. At March 31, 2005, the issuer had
outstanding approximately 977,004 shares of par value $0.01 Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
None
AMENDMENT NO. 3 TO
ANNUAL REPORT ON FORM 10-K FOR
CABELTEL INTERNATIONAL CORPORATION
The undersigned Registrant hereby further amends the following items,
exhibits, or other portions of its Annual Report on Form 10-K for the fiscal
year ended December 31, 2004 as set forth below and as reflected in the
substituted pages attached hereto which replace the same numbered pages in the
original filing:
o Pages 32-34 - the table of ownership percentages has been corrected
and the footnotes to the table have been corrected for typographical
errors.
o Page 34 - the resulting percentages in the ownership table and the
numbers of shares of certain stockholders in the paragraph under the
table have been corrected.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Amendment to be signed on its
behalf by the undersigned, thereunto duly-authorized.
Date: May 6, 2005.
CABELTEL INTERNATIONAL CORPORATION
By: /s/ Gene S. Bertcher
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Gene S. Bertcher, President and Chief
Financial Officer
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth as of March 31, 2005, certain
information with respect to all stockholders known by the company to own
beneficially more than 5% of the outstanding common stock, which is the only
outstanding class of securities of the company, except for Series J 2% Preferred
Stock and Series B preferred stock (the ownership of which is immaterial), as
well as information with respect to the company's common stock owned
beneficially by each director, director nominee, and current executive officer
whose compensation from the company in 2004 exceeded $100,000, and by all
directors and executive officers as a group. Unless otherwise indicated, each of
these stockholders has sole voting and investment power with respect to the
shares beneficially owned.
Common Stock
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Name of Beneficial Owner No. of Shares Percent of Class*
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Victor L. Lund(1) 108,994 11.16%
Gene S. Bertcher(2) 71,811 7.35%
Roz Campisi Beadle 100 **
Ronald C. Finley(8) - -
James E. Huffstickler - -
Dan Locklear - -
JRG Investments, Inc.(3)(5) 156,884 16.06%
TacCo Financial, Inc.(3)(4)(6) 228,726 23.41%
International Health Products, Inc.(3)(7) 9,770 1.02%
All executive officers and directors 180,905 18.52%
as a group (six persons)
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*Based on 977,004 shares of common stock outstanding at March 31, 2005.
**less than 1%
(1) Consists of 108,994 shares of common stock owned by Mr. Lund.
(2) Consists of 71,811 shares of common stock owned by Mr. Bertcher.
(3) Based on a Schedule 13D, amended December 12, 2004, filed by each of
these entities and by Gene E. Phillips and each of those entities,
each of these entities owns of record the number of shares set forth
for such entity in the table. The Form 13D indicates that these
entities and Mr. Phillips may be deemed a "Person" within the meaning
of Section 13D of the Securities Exchange Act of 1934.
(4) Consists of 228,726 shares of common stock (which does not include
156,884 shares held by JRG Investments, Inc. or an option to 40,000
shares of common stock at an exercise price of $2.60 per share). TacCo
Financial, Inc. also holds a Warrant to purchase 170,000 shares at
$3.58 per share exercisable only after stockholder approval to
exchange the Company's Series J 2% Preferred Stock for common stock
before October 1, 2005 and not exercisable if such approval does not
occur.
(5) Officers and Directors of JRG Investment Co., Inc. ("JRG") are J. T.
Tackett, Director, President and Treasurer and E. Wayne Starr,
Director, Chairman and CEO. JRG is a wholly owned subsidiary of Tacco
Financial, Inc.
(6) Officers and Directors of Tacco Financial, Inc. ("TFI") are J.T.
Tackett, Director, Chairman and CEO; J.T. Tackett, Director, President
and Treasurer and Mary K. Willett, Vice president and Secretary. TFI;s
stock is owned by Electrical Networks, Inc. (75%) and Starr
Investments (25%).
(7) Officers and Directors of International Health Products, Inc. ("IHPI")
are Ken L. Joines, Director, President and Treasurer; Bradford A.
Phillips, Vice President and Jamie Cobb, Secretary. IHPI is wholly
owned by a trust for the benefit of the wife and children of Gene E.
Phillips.
(8) It is anticipated that approval will occur for the owners of the
Series J 2% Preferred stock to exchange their preferred shares for
shares of common stock. Mr. Ronald Finley owns 14,175 shares of Series
J 2% Preferred Stock which if, as anticipated by the Company,
exchanged for Common Stock would be 3,954,825 shares, or approximately
40.5% of the then outstanding common stock.
On October 12, 2004, the Company entered into an Acquisition Agreement
with four individuals, Ronald C. Finley, Jeffrey A. Finley, Bradford A. Phillips
and Gene E. Phillips, pursuant to which the Company acquired in a
stock-for-stock exchange all of the issued and outstanding equity interests of
two privately-held U.S. Corporations, Finley Equities, Inc., a Texas corporation
("FEINC") and American Realty Management, Inc., a Nevada corporation ("ARM"), in
exchange for the issuance of 31, 500 shares of the Company's newly-designated
Series J 2% Preferred Stock, liquidation value $1,000 per share. FEINC and ARM
each owned an undivided one-half of the equity interest in Tacaruna B.V., a
Netherlands company, which in turn directly owned 30% of CableTEL AD. Tacaruna
B.V. also owned 64% of the equity of Narisma Holdings, Ltd., a Cyprus company,
which in turn owns the balance of 70% of CableTEL AD. Prior to this transaction,
the Company had no material relationship with Ronald C. Finley, Jeffrey A.
Finley or Bradford A. Phillips. Bradford A. Phillips is the son of Gene E.
Phillips. Gene E. Phillips is an individual who has significant contact with and
influence upon matters handled by Basic Capital Management, Inc., a Nevada
corporation ("BCM"), International Health Products, Inc., a Nevada corporation
("IHPI"), TacCo Financial, Inc., a Nevada corporation ("TFI"), and its
wholly-owned subsidiary, JRG Investment Co., Inc., a Nevada corporation ("JRG").
Reference is made to the preceding table for the common stock ownership of such
entities.
The consideration given by the Company for the assets received was an
aggregate of 31,500 shares of the Company's newly-designated Series J 2%
Preferred Stock, liquidation value $1,000 per share. Such Series J 2% Preferred
Stock has the right to receive cumulative cash dividends of $20 per share per
annum, payable quarterly, payment of $1,000 per share in the event of
dissolution, liquidation or winding-up of the Company before any distribution is
made by the Company to its common stockholders, optional redemption at any time
after September 30, 2006 at a price of $1,000 per share plus cumulative
dividends, no initial right of conversion into any other securities of the
Company, and voting rights consisting of five votes per share voting together
with all other classes of stock. Subsequently, on February 16, 2005, Gene E.
Phillips contributed all 12,600 shares of Series J 2% Preferred Stock to CIC
Investment LLC, a Nevada limited liability company, of which Gene E. Phillips is
the sole member. Also on February 15, 2005, Bradford A. Phillips sold and
transferred 1,575 shares of Series J 2% Preferred Stock to PS II Management LLC,
a Texas limited liability company, which is indirectly owned by a trust for the
benefit of the children of Bradford A. Phillips. Bradford A. Phillips retained
the other 1,575 shares of Series J 2% Preferred Stock.
The Acquisition Agreement contained customary representations,
warranties and covenants by the parties, but also required, that as soon as
reasonably practicable and in no event later than September 30, 2005, that the
Company present the transaction represented by the Acquisition Agreement,
together with a proposed mandatory exchange of Series J 2% Preferred Stock for
Common Stock to its current stockholders in accordance with the applicable
requirements of the Securities and Exchange Commission and the AMEX for a vote
(or written consent by the requisite number) of stockholders to approve the
transaction, including a mandatory exchange of all shares of Series J 2%
Preferred Stock for shares of the Company's Common Stock on the basis of 279
shares of Common Stock for each share of Series J 2% Preferred Stock, which
would result in an aggregate of 8,788,500 shares of Common Stock being issued to
the four individuals or their transferees, which would then constitute at least
89% of the total issued and outstanding shares of Common Stock of the Company,
all subject to the listing requirements with the AMEX. If the proposal is
ultimately approved by the requisite number of votes of stockholders, it would
result in the following individuals or entities owning the number of shares of
Common Stock of the Company set forth opposite their respective names below by
virtue of the exchange of the shares of Series J 2% Preferred Stock for Common
Stock, which, based upon a new total number of shares of Common Stock then to be
outstanding of 9,765,504 shares, would result in such individuals or entities
owning the then percentage of the total outstanding shares of Common Stock set
forth opposite the number of shares in the table below:
Anticipated
No. of Shares of Percentage of Then
Series J Assumed Exchange Outstanding Shares
2% Preferred Stock of Common Stock of Common Stock
Name of Stockholder Owned No. of Shares Owned After Exchange
Jeffrey A. Finley 1,575 439,425 4.50%
Ronald C. Finley 14,175 3,954,825 40.50%
Bradford A. Phillips 1,575 439,425 4.50%
CIC Investment LLC 12,600 3,515,400 36.00%
PS II Management LLC 1,575 439,425 4.50%
Assuming the proposal is ultimately approved by the requisite number of
votes, a change in control of the Company would occur. As a result of such
exchange, Gene E. Phillips, the sole member of CIC Investment LLC, would
beneficially own 3,515,400 shares of Common Stock, constituting 36% of the then
issued and outstanding shares of Common Stock, and three corporations, TFI, JRG
and IHPI would also own in the aggregate 395,380 shares of Common Stock of the
Company, or approximately 4.05% of the then issued and outstanding shares of
Common Stock. Also, Ronald C. Finley, Chairman of the Board and Chief Executive
Officer of the Company, would beneficially own 3,954,825 shares of Common Stock
of the Company, or approximately 40.5% of the then issued and outstanding shares
of Common Stock.
If the proposal does not ultimately receive the approval of the
requisite number of votes of stockholders, prior to September 30, 2005, then, at
any time thereafter until September 30, 2006, the holders of the shares of
Series J 2% Preferred Stock have the option exercisable by all of them to
either:
o rescind in full and revoke the transaction covered by the Acquisition
Agreement by returning all 31,500 shares of Series J 2% Preferred
Stock to the Company, upon which the Company shall be obligated to
deliver back to such holders all equity securities of any entity
owning all of the ordinary shares and other securities of Tacaruna BV
or CableTEL AD, or
o deliver to the Company all 31,500 shares of Series J 2% Preferred
Stock and receive in exchange therefor all of the ordinary shares and
other securities of Tacaruna BV outstanding and owned by the Company
such that such holders will become the owners and holders of all of
the issued and outstanding securities of Tacaruna BV, which in turn
continues to own shares of CableTEL AD and shares of Narisma Holdings,
Ltd.