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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A2
(Mark One)
/X/ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File No. 000-22847
CROSSWALK.COM, INC.
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(Exact Name of Registrant in Its Charter)
Delaware 54-1831588
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(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
4100 Lafayette Center Dr. Suite 110
Chantilly, VA 20151
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(Address of Principal Executive Offices) (Zip Code)
703-968-4808
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Issuer's telephone number, including area code
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
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None None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.01 par value
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Title of each class
Indicate by check mark whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K./X/
The aggregate market value of common stock held by non-affiliates, based on the
closing price at which the stock was sold, at March 15, 2002 was approximately
$6.9 million.
The total number of shares outstanding of the issuer's common stock as of March
15, 2002 was 7,968,221.
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FORM 10-K/A2
The undersigned registrant hereby amends the following items of its Annual
Report on Form 10-K for the fiscal year ended December 31, 2002 to include in
Part III, the changes to Item 14, Exhibit 10.49, as set forth herein:
PART III
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) EXHIBITS:
EXHIBIT
NUMBER DESCRIPTION
---------- --------------------
2+ Articles and Certificates of Merger and Reorganization of DIDAX
ON-LINE L.C. and DIDAX INC. into the Registrant
3.1+ Certificate of Incorporation and Certificates of Amendments
thereto of DIDAX INC.
3.1(a)+ Certificate of Correction regarding Certificate of Incorporation
3.1(b)*** Certificate of Amendment thereto of DIDAX INC.
3.2+ Bylaws and amendments thereto of the Registrant
4.5+ Form of Stock Option Agreement
5.1+ Opinion of Berman Wolfe & Rennert, P.A.
5.2+ Opinion of Gammon & Grange, P.C.
10.3+ 1997 Stock Option Plan
10.3A* 1997 Stock Option Plan, as amended April 6, 1998
10.4+ Promissory Note and Warrant Certificate between the Registrant and
Robert Varney dated July 10, 1996
10.5+ Promissory Note and Warrant Certificate between the Registrant and
Robert Varney dated September 26, 1996
10.6+ Amendment to terms of promissory notes between Registrant and
Robert Varney dated November 13, 1996
10.7+ Amendment to terms of promissory notes between Registrant and
Robert Varney dated July 10, 1997
10.8+ Promissory note and Warrant Certificate between the Registrant and
Bruce Edgington dated July 30, 1996
10.9+ Promissory note and Warrant Certificate between the Registrant and
Bruce Edgington dated October 30, 1996
10.10+ Amendment to terms of promissory notes between Registrant and
Bruce Edgington dated November 13, 1996
10.11+ Amendment to terms of promissory notes between Registrant and
Bruce Edgington dated July 24, 1997
10.21+ Employment Agreement between the Registrant and Gary Struzik dated
as of June 6, 1997.
10.21A* Employment Agreement between the Registrant and Gary Struzik dated
March 23, 1998
10.22+ Agreement between the Registrant and ichat, Inc. dated February
28, 1997
10.25+ Agreement between the Registrant and CyberCash, Inc. dated
February 11, 1997
10.33# Agreement between the Registrant and Corporate Resource
Development, Inc. dated February 18, 1998
10.35# Agreement for Conclusion of Employment Agreement between the
Registrant and Robert Varney dated February 17, 1998
10.36* Form of Noncompetition and Proprietary Information Agreement
between the Registrant and Messrs. Bowers, West, Parker, and
Struzik dated as of March 23, 1998
10.37* Employment Agreement between Registrant and William M. Parker
dated March 23, 1998
10.38* 1998 Stock Option Plan
10.41** Agreements between the Registrant and Quantum American, Inc. dated
November 20, 1998
10.42** Agreement between the Registrant and Vignette Corporation dated
June 1, 1998
10.43## 1998 Stock Option Plan, as amended March 3, 2000
10.45*** Office Building Lease by and between Enterprise Center Limited
Partnership Number Two and the registrant dated August 23, 1999
10.46*** 1998 Stock Option Plan, as amended February 26, 1999
10.48### Employment Agreement between Registrant and Scott Fehrenbacher
dated March 16, 2001
10.49 Agreement between Registrant and Worldcom dated November 8, 2001
10.50 Stock Purchase Agreement between Registrant and A. Scott Dufford
for Series A Preferred Stock dated September 29, 2000
10.51 Stock Purchase Agreement between Registrant and John R. Norwwod
for Series A Preferred Stock dated September 29, 2000
10.52 Stock Purchase Agreement between Registrant and J. Mineral and
Land Co. for Series A Preferred Stock dated September 29, 2000
10.53 Stock Purchase Agreement between Registrant and Jon M. Morgan
Pension Plan for Series A Preferred Stock dated September 29, 2000
10.54 Stock Purchase Agreement between Registrant and Stallings
Properties, Ltd. for Series A Preferred Stock dated September 29,
2000
10.55 Stock Purchase Agreement between Registrant and John D. Bergman
for Series A Preferred Stock dated September 29, 2000
10.56 Stock Purchase Agreement between Registrant and Julia Jones Family
Trust for Series A Preferred Stock dated September 29, 2000
10.57 Stock Purchase Agreement between Registrant and Dodge Jones
Foundation for Series A Preferred Stock dated September 29, 2000
10.58 Stock Purchase Agreement between Registrant and Soft Op, L.P. for
Series A Preferred Stock dated September 29, 2000
10.59 Stock Purchase Agreement between Registrant and Lighthous
Partners, L.P. for Series A Preferred Stock dated September 29,
2000
10.60 Stock Purchase Agreement between Registrant and Ray McGlothlin,
Jr. for Series A Preferred Stock dated September 29, 2000
10.61 Stock Purchase Agreement between Registrant and Gary J. Lamb for
Series A Preferred Stock dated September 29, 2000
10.62 Stock Purchase Agreement between Registrant and Frosty Gilliam,
Jr. for Series A Preferred Stock dated September 29, 2000
10.63 Stock Purchase Agreement between Registrant and Bruce Edgington
for Series B Preferred Stock dated December 31, 2001
10.64 Stock Purchase Agreement between Registrant and Dodge Jones
Foundation for Series B Preferred Stock dated December 31, 2001
10.65 Stock Purchase Agreement between Registrant and Earl E. Gjelde for
Series B Preferred Stock dated December 31, 2001
10.66 Stock Purchase Agreement between Registrant and Jon M. Morgan for
Series B Preferred Stock dated December 31, 2001
10.67 Stock Purchase Agreement between Registrant and Soft Op, L.P. for
Series B Preferred Stock dated December 31, 2001
10.68 Annex to the Stock Purchase Agreement for Series A Preferred Stock
dated September 29, 2000
10.69 Annex to the Stock Purchase Agreement for Series B Preferred Stock
dated December 31, 2001
11 Statement of computation of earnings per share
23.1 Consent of Ernst & Young LLP
+ Incorporated by reference to the Company's Registration Statement on Form SB-2
declared effective by the Securities and Exchange Commission on September 24,
1997, SEC File No. 333-25937
* Incorporated by reference to the Company's Registration Statement Post
Effective Amendment No. 1 to Form SB-2 declared effective by the Securities and
Exchange Commission on July 2, 1998, SEC File No. 333-25937
# Incorporated by reference to the Company's Registration Statement on Form
10-KSB declared effective by the Securities and Exchange Commission on March 20,
1998, SEC File No. 333-25937
** Incorporated by reference to the Company's Registration Statement on Form
10-KSB declared effective by the Securities and Exchange Commission on March 22,
1999, SEC File No. 333-25937
## Filed as an Appendix to the Company's Proxy Statement on Schedule 14-A to be
filed with the Securities and Exchange Commission in connection with the
Company's 2000 Annual Meeting of Stockholders
*** Incorporated by reference to the Company's Registration Statement on Form
10-K declared effective by the Securities and Exchange Commission on March 30,
2000, SEC File No. 333-25937
### Incorporated by reference to the Company's Registration Statement on Form
10-K declared effective by the Securities and Exchange Commission on March 23,
2001, SEC File No. 333-25937
(b) Reports on Form 8-K
None during the fourth quarter of 2001.
SIGNATURES
In accordance with the requirements of Section 13 or 15(d) of the Exchange Act,
the registrant has caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
Crosswalk.com, Inc.
August 13, 2002 By: /s/ Scott Fehrenbacher
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Scott Fehrenbacher,
Chief Executive Officer and President and director
August 13, 2002 By: /s/ Gary A. Struzik
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Gary A. Struzik, Chief Financial Officer
and Secretary, Chief Accounting Officer
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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10.49 Agreement between Registrant and Worldcom dated November 8, 2001
10.50 Stock Purchase Agreement between Registrant and A. Scott Dufford
for Series A Preferred Stock dated September 29, 2000
10.51 Stock Purchase Agreement between Registrant and John R. Norwwod
for Series A Preferred Stock dated September 29, 2000
10.52 Stock Purchase Agreement between Registrant and J. Mineral and
Land Co. for Series A Preferred Stock dated September 29, 2000
10.53 Stock Purchase Agreement between Registrant and Jon M. Morgan
Pension Plan for Series A Preferred Stock dated September 29, 2000
10.54 Stock Purchase Agreement between Registrant and Stallings
Properties, Ltd. for Series A Preferred Stock dated September 29,
2000
10.55 Stock Purchase Agreement between Registrant and John D. Bergman
for Series A Preferred Stock dated September 29, 2000
10.56 Stock Purchase Agreement between Registrant and Julia Jones Family
Trust for Series A Preferred Stock dated September 29, 2000
10.57 Stock Purchase Agreement between Registrant and Dodge Jones
Foundation for Series A Preferred Stock dated September 29, 2000
10.58 Stock Purchase Agreement between Registrant and Soft Op, L.P. for
Series A Preferred Stock dated September 29, 2000
10.59 Stock Purchase Agreement between Registrant and Lighthous
Partners, L.P. for Series A Preferred Stock dated September 29,
2000
10.60 Stock Purchase Agreement between Registrant and Ray McGlothlin,
Jr. for Series A Preferred Stock dated September 29, 2000
10.61 Stock Purchase Agreement between Registrant and Gary J. Lamb for
Series A Preferred Stock dated September 29, 2000
10.62 Stock Purchase Agreement between Registrant and Frosty Gilliam,
Jr. for Series A Preferred Stock dated September 29, 2000
10.63 Stock Purchase Agreement between Registrant and Bruce Edgington
for Series B Preferred Stock dated December 31, 2001
10.64 Stock Purchase Agreement between Registrant and Dodge Jones
Foundation for Series B Preferred Stock dated December 31, 2001
10.65 Stock Purchase Agreement between Registrant and Earl E. Gjelde for
Series B Preferred Stock dated December 31, 2001
10.66 Stock Purchase Agreement between Registrant and Jon M. Morgan for
Series B Preferred Stock dated December 31, 2001
10.67 Stock Purchase Agreement between Registrant and Soft Op, L.P. for
Series B Preferred Stock dated December 31, 2001
10.68 Annex to the Stock Purchase Agreement for Series A Preferred Stock
dated September 29, 2000
10.69 Annex to the Stock Purchase Agreement for Series B Preferred Stock
dated December 31, 2001
11 Statement of computation of earnings per share
23.1 Consent of Ernst & Young LLP