1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- FORM 10-K/A Amendment No. 1 Amendment to Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended: DECEMBER 31, 1996 ----------------- Commission File Number: 0-26026 INTERACTIVE GROUP, INC. (Exact name of registrant as specified in its charter) DELAWARE 95-2925769 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification Number) 5095 MURPHY CANYON ROAD, SAN DIEGO, CA 92123 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (619) 560-8525 Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, $.001 PAR VALUE (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 Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in any amendment to this Form 10-K/A. [ ] The aggregate market value of the voting stock (which consists solely of shares of Common Stock) held by non-affiliates of the registrant as of March 19, 1997 was $15,146,949, based on the closing price on that date on the Nasdaq Stock Market.* The number of shares outstanding of the Registrant's Common Stock, $.001 par value, as of March 19, 1997 was 4,485,712. - ---------- *Excludes 1,792,921 shares of Common Stock held by directors and officers and stockholders whose beneficial ownership exceeds 10% of the shares outstanding on March 19, 1997. Exclusion of shares held by any person should not be construed to indicate that such person possesses the power, direct or indirect, to direct or cause the direction of the management or policies of the registrant, or that such person is controlled by or under common control with the registrant. 2 The undersigned hereby amends Item 14 of Part IV of its Annual Report on Form 10-K for the fiscal year ended December 31,1996 to read as follows: ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K (a)(1) Index to Consolidated Financial Statements The consolidated financial statements required by this item were submitted in a separate section beginning on page 31 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996, previously filed with the Securities and Exchange Commission. (a)(2) Index to Financial Statement Schedules All schedules are omitted because they are not required, are not applicable, or the information is included in the consolidated financial statements or notes thereto. (a)(3) Index to Exhibits See Index to Exhibits beginning on page 4. The following management compensatory plans and arrangements are required to be filed as exhibits to this Report on Form 10-K pursuant to Item 14(c): Exhibit Number Description of Document ------- ----------------------- 10.2 Registrant's 1995 Stock Option Plan (the "Option Plan"), as amended. 10.3 Form of Incentive Stock Option under the Option Plan. (1) 10.25 Registrant's Employee Stock Purchase Plan. (2) (1) Filed as an exhibit to Registrant's Registration Statement on Form S-1 (No. 33-90816) and incorporated herein by reference. (2) Filed as an exhibit to Registrant's Registration Statement on Form S-8 (No. 333-290) and incorporated herein by reference. (b) Reports on Form 8-K The Company did not file any reports on Form 8-K during the three months ended December 31, 1996. (c) Exhibits The exhibits required by this Item are listed under Item 14(a)(3). (d) Financial Statement Schedules The financial statement schedules required by this Item are listed under Item 14(a)(2). 2 3 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, County of San Diego, State of California, on the 12th day of May, 1997. INTERACTIVE GROUP, INC. By /s/ Robert C. Vernon ---------------------------- Robert C. Vernon Chairman of the Board and Chief Executive Officer 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 - ----------------------- ------------------------------------------------ -------------- Chairman of the Board and Chief Executive May 12, 1997 /s/ Robert C. Vernon Officer (Principal Executive Officer) - ----------------------- Robert C. Vernon /s/ Mark Hellinger President, Chief Operating Officer and Director May 12, 1997 - ----------------------- (Acting Principal Financial and Accounting Mark Hellinger Officer) /s/ Randolph S. Naylor* Senior Vice President and Director May 12, 1997 - ----------------------- Randolph S. Naylor /s/ Lyndol L. Cook* Director May 12, 1997 - ----------------------- Lyndol L. Cook /s/ Michael H. Gay* Director May 12, 1997 - ----------------------- Michael H. Gay *By: /s/ Robert C. Vernon ------------------------ Robert C. Vernon Attorney-in-fact 3 4 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION OF DOCUMENT - ------------- ------------------------------------------------------------- 3.1 Registrant's Certificate of Incorporation.(1) 3.2 Registrant's Bylaws.(1) 4.1 Reference is made to Exhibits 3.1 and 3.2. 4.2 Specimen stock certificate.(1) 10.1 Form of Indemnity Agreement entered into between the Registrant and its directors and officers.(1) 10.2 Registrant's 1995 Stock Option Plan (the "Option Plan"), as amended. 10.3 Form of Incentive Stock Option under the Option Plan. (1) 10.4 Form of Representative's Warrant Agreement issued by Registrant to Cruttenden Roth Incorporated. (1) 10.5 Stock Purchase Agreement between Harvey N. Short and Registrant dated June 1, 1994. (1) 10.6 Pickedi License Agreement between Apex Systems Limited and Registrant dated March 4, 1992 (with certain confidential portions deleted). (1) 10.7 Dealer Agreement between Expert Application Systems Limited and Registrant dated January 1, 1995 (with certain confidential portions deleted). (1) 10.8 Purchase Agreement between Hewlett-Packard Company and Registrant dated February 1, 1995 (with certain confidential portions deleted). (1) 10.9 Letter Agreement between Smart Software, Inc. and Registrant dated October 20, 1993 (with certain confidential portions deleted). (1) 10.10 SB+ Value Improvement Program/Dealer License Agreement between Millsoft, Inc. and Registrant dated October 17, 1990 (with certain confidential portions deleted). (1) 10.11 SB+ Value Improvement Program/Dealer License Agreement between Registrant (formerly Intrepid Software, Inc.) and Millsoft, Inc. dated February 1, 1991 (with certain confidential portions deleted). (1) 10.12 Value Added Reseller Agreement between UniData, Inc. and Registrant dated January 15, 1992 (with certain confidential portions deleted). (1) 10.13 Distributor Agreement between Registrant (formerly Intrepid Software, Inc.) and VMARK Software, Inc. dated January 1, 1993 4 5 EXHIBIT NO. DESCRIPTION OF DOCUMENT - ------------- ------------------------------------------------------------- (with certain confidential portions deleted). (1) 10.14 License Agreement between Registrant and Enterprise Power International, Inc. dated February 1, 1995 (with certain confidential portions deleted). (1) 10.15 Letter Agreement between Registrant (formerly Intrepid Software, Inc.) and System Builder dated June 8, 1994 (with certain confidential portions deleted). (1) 10.16 EDI*Port Distribution Agreement between Userbase Systems, Inc. and Registrant (formerly Intrepid Software, Inc.) dated October 23, 1991 (with certain confidential portions deleted). (1) 10.17 Line of Credit Agreement between Registrant and Sanwa Bank California dated June 29, 1994. (1) 10.18 Equipment Purchase Line of Credit Agreement between Registrant and Sanwa Bank California dated June 29, 1994. (1) 10.19 Letter Agreement regarding overdraft facility entered between the Royal Bank of Scotland plc and Interactive (U.K.) Limited dated June 27, 1994, including related security interest documents. (1) 10.20 Line of Credit Agreement dated September 7, 1994 between Eastern Bank and Registrant (formerly Intrepid Software, Inc.), including related Security Agreement, Note and Term Note. (1) 10.21 Office Building Lease between Sunland Diversified and Registrant dated October 1, 1994. (1) 10.22 Lease between Registrant and The Standard Life Assurance Company dated July 13, 1990. (1) 10.23 Lease dated September 23, 1991 between Registrant (formerly Intrepid Software, Inc.) and James S. Hekimian and William G. Finard as Trustees of Burlington Woods Office Trust No. 11 under a Declaration of Trust dated September 10, 1980. (1) 10.24 Plan and Agreement of Merger between Interactive, Inc., Intrepid Software, Inc. and Randolph S. Naylor dated March 17, 1995. (1) 10.25 Registrant's Employee Stock Purchase Plan. (2) 10.26 Office building sublease between Fourth Shift Corporation and Registrant dated December 31, 1995. (3) 10.27* License, Reseller and Maintenance Agreement between Registrant and Diamonds Workflow Management Ltd. effective as of January 2, 1997 (with certain confidential portions deleted). 5 6 EXHIBIT NO. DESCRIPTION OF DOCUMENT - ------------- ------------------------------------------------------------- 10.28 Amendment to Line of Credit Agreement between Registrant and Sanwa Bank California dated April 24, 1996. 10.29 Amendment to Line of Credit Agreement between Registrant and Sanwa Bank California dated January 15, 1997. 10.30 Term Loan Agreement between Registrant and Sanwa Bank California dated January 15, 1997. 10.31 Line of Credit Agreement between Registrant and Sanwa Bank California dated January 15, 1997. 10.32 Standard Office Lease between Appletree Ltd. and Registrant dated September 6, 1996. 10.33* Distribution Agreement between Registrant and evosoft Softwarevertrieb GmbH dated September 6, 1996 (with certain confidential portions deleted). 11.1 Statement of Computation of Net Income Per Share. 21.1 Subsidiaries of Registrant. (1) 23.1 Consent of Ernst & Young LLP, Independent Auditors. 23.2 Consent of Romito, Tomasetti & Assoc., P.C., Independent Auditors. 24.1 Power of Attorney. Reference is made to page 30. 27 Financial Data Schedule - ------------------ * Certain portions of this exhibit have been omitted based upon a request by the Registrant for confidential treatment. The omitted portions have been separately filed with the Commission pursuant to such request for confidential treatment. (1) Filed as an exhibit to Registrant's Registration Statement on Form S-1 (No. 33-90816) and incorporated herein by reference. (2) Filed as an exhibit to Registrant's Registration Statement on Form S-8 (No. 333-290) and incorporated herein by reference. (3) Incorporated by reference to the Company's Annual Report on Form 10-K, for the fiscal year ended December 31, 1995, filed on March 28, 1996. 6