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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal year ended December 31, 2000
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 Number: 000-27729
ZAP.COM CORPORATION
(Exact name of registrant as specified in charter)
Nevada 76-0571159
(State of other jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or organization)
100 Meridian Centre, Suite 350 14618
Rochester, New York 14618 (Zip Code)
(Address of principal executive offices)
Registrant's Telephone Number, Including Area Code: (716) 242-2000
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act:
Title of Each Class
Common Stock, $0.001 par value
On March 15, 2001, the Company had 50,004,474 outstanding shares of common
stock, $0.001 par value. The aggregate market value of the Company's common
stock held by non-affiliates of the registrant was $368,324, based on the
closing price in trading on March 15, 2001 as reported on the National
Association of Securities Dealers over the counter electronic bulletin board.
For the sole purpose of making this calculation, the term "non-affiliate" has
been interpreted to exclude the directors and corporate officers and holders of
5 percent or more of the Company's common stock. Such interpretation is not
intended to be, and should not be construed as, an admission by the Registrant
or such directors or corporate officers that such directors or corporate
officers are "affiliates" of the Registrant, as that term is defined in the
Securities Act of 1933.
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| or 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. |_|
Documents Incorporated By Reference:
Portions of the Registrant's Information Statement for its 2001 Annual
Meeting of Stockholders, which will be filed with the Securities and Exchange
Commission pursuant to Regulation 14A, not later than 120 days after December
31, 2000, are incorporated by reference in Part III (Items 10, 11, 12 and 13) of
this Form 10-K. |_|.
TABLE OF CONTENTS
Part I
Page
Item 1. Business.......................................................... 1
General........................................................... 1
History........................................................... 1
Termination of Internet Operations................................ 2
Plan of Operations................................................ 2
Competition....................................................... 3
Intellectual Property............................................. 3
Regulatory Matters................................................ 3
Employees......................................................... 3
Item 2. Properties........................................................ 3
Item 3. Legal Proceedings................................................. 3
Item 4. Submission of Matters to a Vote of Security Holders............... 3
Part II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters...................... ........................ 4
Item 6. Selected Financial Data........................................... 5
Management's Discussion and Analysis of Financial Condidtions and
Results of Operations............................................. 5
Forward-Looking Statements........................................ 5
General........................................................... 6
Results of Operations............................................. 6
Liquidity and Capital Resources................................... 7
Significant Factors That Could Affect Future Performance and
Forward Looking Statements........................................ 8
Item 7.A. Quantitative and Qualitative Disclosures About Market Risk........ 11
Item 8. Financial Statements and Supplementary Data....................... 12
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.............................................. 25
Part III
Item 10. Directors and Executive Officers of the Registrant............... 25
Item 11. Executive Compensation........................................... 25
Item 12. Security Ownership of Certain Beneficial Owners and Management... 25
Item 13. Certain Relationships and Related Transactions................... 26
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.. 26
The page numbers in this Table of Contents reflect actual page numbers not EDGAR
page tag numbers.
FORWARD-LOOKING STATEMENTS
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. This document contains certain
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended (the "Securities Act"), and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company
intends such forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995, and includes this statement for purposes of such
safe harbor provisions. Forward-looking statements, which are based upon certain
assumptions and describe future plans, strategies and expectations of the
Company, are generally identifiable by use of the words like "may," "will,"
"should," "expect," "anticipate," "estimate," "plan," "intend," "believe,"
"predicts," potential," "continue" and the negative of such terms or other
similar or comparable terminology. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot assure you
that our expectations will be correct. These statements involve known and
unknown risks, uncertainties and other factors that may cause our actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance, or
achievements expressed or implied by these forward-looking statements. These
risks and uncertainties, including, without limitation, the risks set forth
under the caption "Significant Factors that Could Affect Future Performance and
Forward-Looking Statements" appearing in Item 7 "Management's Discussion and
Analysis of Financial Condition and Results of Operations." The Company assumes
no obligation to upgrade forward-looking statements.
PART I
Item 1. Business
General
Zap.Com Corporation ("Zap.Com" or the "Company") was founded by Zapata
Corporation ("NYSE: ZAP) in April 1998 as a Nevada corporation. Zap.Com's
principal corporate offices are located at 100 Meridian Centre, Suite 350,
Rochester, New York 14618.
History
Zapata formed Zap.Com for the purpose of creating and operating a global
network of independently owned web sites. In April 1999, Zap.Com announced its
plan to establish the ZapNetwork by connecting web sites through a proprietary
multi-functional, portal-like Internet banner known as the ZapBox. Zap.Com
intended to distribute advertising and e-commerce opportunities over this
network.
In November 1999, Zapata and two of its directors invested $10 million of
equity in Zap.Com. On November 12, 1999, Zapata distributed to its stockholders
477,742 shares of Zap.Com common stock, leaving Zapata as the holder of
approximately 98 percent of Zap.Com's outstanding common stock. On November 30,
1999, Zap.Com's stock began to trade on NASD's OTC Electronic Bulletin Board
under the symbol "ZPCM," establishing Zap.Com as a separate public company.
During 1999 and 2000, Zap.Com engaged primarily in the research and
investigation of the Internet industry, the development of the Company's
business model, the establishment of strategic relationships to provide Internet
connectivity and technology systems to support the ZapNetwork, the development
of the ZapBox and the Zap.Com homepage, the filing of patent and trademark
applications and the solicitation of web sites to join the ZapNetwork. Zap.Com
also registered shares with the Securities and Exchange Commission, and
registered or qualified for offering the shares for offering and sale in 18
states so that it could offer these shares to web site owners as an incentive to
join the ZapNetwork. Zap.Com also registered 30,000,000 shares under a shelf
registration statement for the purpose of offering shares in business
acquisitions.
During 2000, Zap.Com entered into agreements with 10 web sites to join its
network. Zap.Com, however, did not recognize any material revenue during 2000 or
establish a source of revenue. For a discussion in more detail of these matters,
reference is made to the Company's Post Effective Amendment No. 1 to its
Registration Statement on Form S-1 (Registration No. 333-93837).
Termination of Internet Operations
For the year ended December 31, 2000, Zap.Com had a net loss of $5.0
million. From its inception through December 31, 2000, Zap.Com had accumulated
losses of $8.5 million, and had no significant source of revenues. On December
15, 2000, the Zap.Com Board of Directors concluded that the Company's operations
were not likely to become profitable in the foreseeable future and, therefore,
it was in the best interest of the Company and its stockholders to cease all
Internet operations. Since that date, the Company has terminated all salaried
employees and all signed agreements with web site owners who joined the
ZapNetwork. In addition, the Company has terminated, and is in the process of
terminating, all third party contractual relationships entered into in
connection with its Internet business.
In connection with the termination of its Internet business, in December
2000, Zap.Com recorded the necessary charges to write down applicable
investments in long-lived assets (which consisted mainly of its capitalized
software costs) to fair value, and to record estimated liabilities, including
costs associated with the termination of various contracts. These charges
totaled $1.5 million. Although the Company believes that the reserves it has
established for contingent liabilities are adequate, there is no assurance that
the ultimate liabilities will not exceed such reserves. Certain parties to the
terminated contracts have challenged the Company's position as to the amount
owed upon termination. There can be no assurance that Zap.Com will not encounter
litigation if an agreement cannot be reached with these parties, or that it will
be successful if any such litigation is commenced.
Plan of Operations
Zap.Com is currently winding down its Internet operations. Other than these
activities, the Company does not have any existing business operations.
During 2001, the Company's principal activities are expected to be
exploring methods to enhance stockholder value. The Company is likely to search
for assets or businesses that it can acquire so that it can become an operating
company. The Company may also consider developing a new business suitable for
its situation.
In pursuing acquisitions, the Company will have broad discretion in
identifying and selecting both the industries and the possible acquisition
candidates within those industries which it will acquire. The Company has not
identified a specific industry on which it initially intends to focus and has no
present plans, proposals, arrangements or understandings with respect to the
acquisition of any specific business. There can be no assurance that the Company
will be able to identify or successfully complete any acquisitions.
The Company has no preference as a general matter as to whether to issue
shares of common stock or cash in making acquisitions and it may use either
shares of its common stock or cash, or a combination thereof. The form of the
consideration that the Company uses for a particular acquisition will depend
upon the form of consideration that the sellers of the business require and the
most advantageous way for the Company to account for, or finance the
acquisition. To the extent the Company uses common stock for all or a portion of
the consideration to be paid for future acquisitions, existing stockholders may
experience significant dilution.
In order to effect an acquisition, Zap.Com may need additional financing.
There is no assurance that any such financing will be available, or available on
terms favorable or acceptable to the Company. In particular, potential third
party equity investors may be unwilling to invest in Zap.Com due to Zapata's
voting control over Zap.Com and the significant potential for dilution of a
potential investor's ownership in the Company's common stock. Zapata's voting
control may be unattractive because it makes it more difficult for a third party
to acquire us even if a change of control could benefit the Company's
stockholders by providing them with a premium over the then current market price
for their shares. If the Company raises additional funds through the issuance of
equity, equity-related or debt securities, these securities may have rights,
preferences or privileges senior to those of the rights of Zap.Com's common
stockholders, who would then experience dilution.
2
In general, any new business development is difficult, and the Company's
particular realities impose significant constraints that make such an
undertaking even more difficult. These constraints include the following: the
need to acquire or develop the business without paying substantial cash or
taking on significant debt; the handicap of not having actively traded stock to
use to procure this business; the requirement that, after launch, the business
will not need a significant capital investment to fund its initial operations;
and, the requirement that the new business immediately produce a positive cash
flow.
Competition
Numerous companies throughout the United States will compete vigorously
with Zap.Com for target acquisition candidates. Venture capital companies as
well as established corporations and entities, most of which have greater
resources than we do will vie for such acquisition candidates.
Intellectual Property
Zap.Com owns certain intellectual property rights related to the ZapBox and
the ZapNetwork. Zap.Com also currently has a patent application pending before
the United States Patent and Trademark Office for a business process patent
which is directed to a unique Internet-based commerce method and system
underlying the business model. Zap.Com has also filed applications seeking
registration of its trademarks and service marks in the United States, including
Zap.Com, Zap.Com Network, Zap.Com -- The Next Network, and UltraBanner. Zap.Com
has not decided whether it will continue pursuing these patents in light of the
termination of its Internet business.
Regulatory Matters
The Company does not yet know what business it will enter as this is
dependent on which target acquisition it determines to purchase; however all
industries have generally become increasingly regulated in recent years. The
Company is likely to be subject to the various States, Federal, and local laws,
rules, regulations and acts once it commences an acquisition and commences
active business operations.
Employees
As of December 2000 when it terminated its Internet operations, Zap.Com had
six employees. Since that date, all salaried employees have been terminated. As
of the date of this report, Zap.Com has two employees, Avram Glazer, President
and CEO, and Leonard DiSalvo, VP-Finance and Chief Financial Officer. Neither
Mr. Glazer nor Mr. DiSalvo receive a salary from Zap.Com and currently devote a
significant portion of their business time to Zapata, where they also hold the
same offices. Both of these officers, however, will devote such time to
Zap.Com's affairs as is required to perform their duties to Zap.Com.
Item 2. Properties
Zap.Com's headquarters are located in Rochester, New York, in space
subleased to it by Zapata on a month-to-month basis. Zapata has advised Zap.Com
that it will not charge rent or other fees for the use of this space until
notice that rent will commence for future periods.
Item 3. Legal Proceedings
As of the date of this report, Zap.Com is not involved in any legal
proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of Zap.Com's stockholders during the
fourth quarter of Fiscal 2000.
3
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
Zap.Com's common stock began trading on November 30, 1999 on the NASD's OTC
electronic bulletin board under the symbol "ZPCM." The OTC electronic bulletin
board is a regulated quotation service that displays real-time quotes, last-sale
prices and volume information in over-the-counter equity securities. The OTC
electronic bulletin board market quotations reflect inter-dealer prices, without
retail mark up, mark down or commission and may not necessarily represent actual
transactions.
The following table presents quarterly high and low closing prices for our
common stock reported by the OTC electronic bulletin board for the periods
indicated:
HIGH PRICE LOW PRICE
1999
Fourth Quarter (November 30, 1999 through December 31, 1999).............. $ 10.75 $ 2.25
2000 $ 10.88 $ 5.50
First Quarter (January 1, 2000 through March 31, 2000)...................
Second Quarter (April 1, 2000 through June 30, 2000)...................... $ 6.88 $ 2.75
Third Quarter (July 1, 2000 through September 30, 2000)................... $ 3.25 $ 1.25
Fourth Quarter (October 1, 2000 through December 31, 2000)................ $ 1.50 $ 0.36
The level of trading in the Company's common stock has been sporadic and
limited and the bid prices reported may not be indicative of the value of the
common stock or the existence of an active market.
On the day immediately preceding the date of this report, the last sale
price reported on the OTC electronic bulletin board for our common stock was
$0.375. As of such date there were 1,516 holders of record of our common stock.
This number does not include the stockholders for whom shares are held in a
"nominee" or "street" name.
Zap.Com has never declared or paid cash dividends on its common stock and
does not anticipate paying any cash dividends in the foreseeable future. The
payment of any future dividends will be at the discretion of the Board of
Directors and will depend upon a number of factors including future earnings,
the success of its business activities, regulatory capital requirements, the
general financial conditions and future prospects of any business that is
acquired, general business conditions and such other factors as the Board of
Directors may deem relevant.
4
Item 6. Selected Financial Data
The following tables set forth selected financial data derived from
Zap.Com's audited balance sheets as of December 31, 2000 and December 31, 1999
and the related statements of operations, changes in stockholders' equity
(deficit) and cash flows for the years ended December 31, 2000 and 1999 and for
the period from April 2, 1998 (date of inception) through December 31, 1998 and
the accompanying notes included in Item 8 of this report. The following
information should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the financial
statements and notes thereto included elsewhere in this document.
From April 2, 1998
For the For the (date of inception)
Year Ended Year Ended through
December 31, 2000 (1) December 31, 1999 December 31, 1998
--------------------- ----------------- -----------------
Statements of Operations Data:
Revenues.................................................. $ 325 $ -- $ --
Loss from operations...................................... (5,264,477) (3,589,099) (793)
Interest income........................................... 303,573 54,159 --
Net loss.................................................. (4,960,904) (3,534,940) (793)
Per share data (basic and diluted)
Net loss per share..................................... $ (.10) $ (.07) $ (.00)
Average common shares and common share
equivalents outstanding................................ 50,000,282 49,525,342 49,450,000
As of As of As of
December 31, December 31, December 31,
2000 1999 1998
---- ---- ----
Balance Sheet Data:
Cash and cash equivalents.................................. $ 2,761,169 $ 7,579,363 $ --
Total assets............................................... 3,270,467 8,488,748 --
Total liabilities.......................................... 921,351 753,205 (783)
Total stockholders' equity (deficit)....................... 2,349,116 7,735,543 (783)
- -----------------------------------
(1) Zap.Com ceased all Internet operations in December 2000 and does not
currently have any existing business. See Note 1 to the Company's Financial
Statements included in Item 8 of this Report.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operation
Forward-Looking Statements
The following discussion of the financial conditions and results of
operations of Zap.Com should be read in conjunction with the financial
statements and notes thereto included elsewhere herein. This discussion contains
forward-looking statements which involve risks and uncertainties. The Company's
actual results may differ materially from those anticipated in these
forward-looking statements as a result of certain factors, including, but not
limited to, those set forth under "Significant Factors That Could Affect Future
Performance and Forward-Looking Statements."
5
General
From its inception on April 2, 1998 through November 12, 1999, Zap.Com
operated as a wholly owned subsidiary of Zapata. On November 12, 1999, Zap.Com
became a public company when Zapata distributed 477,742 shares of common stock
to its stockholders. On November 30, 1999, Zap.Com's common stock began trading
on the NASD's OTC electronic bulletin board under the symbol "ZPCM."
For the Fiscal year ended December 31, 2000, Zap.Com incurred a net loss
from operations of $5.0 million. As of December 31, 2000, the Company had
accumulated losses of $8.5 million since its inception.
On December 15, 2000, Zap.Com's Board of Directors determined that, due to
projected continuing losses for the foreseeable future, it was in the best
interest of the Company and its stockholders to cease all Internet operations.
Since that date, the Company has terminated all salaried employees and all
agreements with web site owners who joined its network. In addition, the Company
has terminated, and is in the process of terminating, all third party
contractual relationships entered into in connection with its Internet business.
As a result, the Company has no existing business operations. During the
upcoming fiscal year, Zap.Com intends to actively explore alternatives to
enhance stockholder value, including possible acquisitions or business
combinations or the development of new business situations.
Results of Operations
For the year ended December 31, 2000, Zap.Com incurred a net loss of $5.0
million which included the benefit of a reduction of a previously recorded
expense for warrants issued to American Internetwork Sports Company, LLC, of
$428,000. See Note 9 to the Company's Financial Statements included in Item 8 of
this Report. Since inception (which commenced on April 2, 1998), Zap.Com has
incurred a cumulative net loss of $8.5 million, including $743,000 in non-cash
charges associated with the warrants and all of the costs associated with the
development and implementation of the ZapNetwork, the ZapBox, and the public
registration of Zap.Com's common stock.
Revenues--Zap.Com did not generate any significant revenue for Fiscal 2000,
1999 or 1998, nor does it presently have any business from which it may generate
revenue in the future.
Cost of revenues--Zap.Com recorded costs of revenues as those costs
associated with generating revenues, such as hosting, bandwidth, communications,
ad delivery, content license and capitalized software amortization. This totaled
$1.2 million and $141,000 for Fiscal 2000 and 1999, respectively. Cost of
revenues increased from the previous fiscal year due to the amortization of the
ZapBox. There was no cost of revenues for Fiscal 1998.
Product Development--Product development expenses increased $94,000, from
$52,000 to $146,000 in Fiscal 1999 and 2000, respectively. These expenses
consist primarily of costs associated with the maintenance of the ZapBox and
Zap.Com websites. The increase in Fiscal 2000 is a result of having almost a
full year of expense (until the decision to cease operations in December),
whereas Fiscal 1999 included only a partial year's activity. As a result of the
decision to terminate all Internet operations, the Company will not incur any
future product development expenses associated with the ZapBox or Zap.Com
websites.
Sales and Marketing--Sales and Marketing expenses increased $66,000, from
$525,000 for Fiscal 1999 to $591,000 for Fiscal 2000. The primary reason for
this increase was a greater focus on recruiting ZapNetwork members and for
customer service. The Company will not incur any future sales and marketing
expenses related to recruiting ZapNetwork members.
General and administrative--General and administrative expenses consist
primarily of legal and accounting services, salaries and wages (including costs
allocated by Zapata pursuant to a services agreement), printing and filing costs
and various other start-up costs. General and administrative expenses for Fiscal
2000 increased to $2.3 million from $1.7 million in Fiscal 1999. This increase
was primarily due to the Company's increased staffing requirements, its
incurrence of state
6
securities registration fees, and increased legal fees, printing costs and
insurance costs. Effective as of May 1, 2000 and continuing for the ensuing
twelve months, Zapata waived its right under a services agreement between Zapata
and Zap.Com to be reimbursed for the cost of providing to Zap.Com management
services and personnel.
Consulting Expenses--Pursuant to the decision to cease Internet operations,
warrants issued to American Internetwork Sports in payment for consulting
expenses became fully vested on December 15, 2000. The Company revalued the
amounts it had previously recorded as consulting expense to reflect the decline
in the fair market value of Zap.Com's common stock as of that date, resulting in
income of $428,000. As the warrants are now fully vested, the Company will
record no future income or loss in conjunction with this transaction.
Impairment of Long-Lived Assets--Based on the Board resolution to terminate
the ZapNetwork, certain assets were deemed to be impaired and were written-off
during the fourth quarter of Fiscal 2000. Accordingly, $854,000 of asset
impairment was required to write off the remaining net book value of the
capitalized software. In addition, a prepaid license agreement related to the
ZapBox was written off for $19,000.
Contract Termination Expenses--Based on the Board resolution to terminate
the ZapNetwork, certain contracts entered into by the Company during the
development stage were deemed to have no future value to the Company.
Accordingly, $597,000 of costs were recognized in December of 2000 related to
termination fees and remaining monthly charges under contracts being terminated
by the Company.
Interest Income--Interest income is generated on cash reserves that are
invested in short-term U.S Government Agency securities. Interest earned for
Fiscal 2000 and 1999 was $304,000 and $54,000, respectively. As the Company has
ceased operations, cash reserves will decline causing a reduction in interest
income in future periods.
Liquidity and Capital Resources
As of December 31, 2000, Zap.Com has not generated any significant revenue
since its inception. As a result, the Company's primary source of liquidity has
been cash on hand resulting from equity investments. In November 1999, Zapata
contributed to Zap.Com $8,000,000 in cash and forgave $1,000,000 in
inter-company debt. Also in November 1999, two Zapata directors, Malcolm Glazer
(who beneficially owns 44 percent of Zapata's outstanding common stock) and
Avram Glazer, contributed $1,100,000 in cash as payment for 550,000 shares of
Zap.Com common stock.
In 2000, Zap.Com used $3.9 million of cash in operations as compared to
$2.2 million in 1999. The increase in cash used in operating activities was
generated principally by net losses, offset by non-cash depreciation and
warrants expenses, and a net favorable change in operating assets and
liabilities. In addition, $836,000 was invested in the development of the ZapBox
and other intangible assets compared to $283,000 in 1999. As a result, Zap.Com's
cash and cash equivalents declined to $2.8 million as of December 31, 2000
compared to $7.6 million as of December 31, 1999.
Zap.Com currently has effective a shelf registration statement on Form S-1,
covering 30,000,000 of common stock which Zap.Com may issue from time to time as
payment for all or some portion of the purchase price for one or more
acquisitions of companies, businesses or assets. In order to effect an
acquisition, however, Zap.Com may need additional financing. There is no
assurance that any such financing will be available or available on the terms
favorable or acceptable to the Company.
Zap.Com believes that is has sufficient resources to satisfy its existing
and contingent liabilities (including contract termination costs), and its
anticipated operating expenses going forward. Until such time as a business
combination is consummated, Zap.Com expects these expenses to consist mainly of
legal and audit fees and expenses incurred in connection with its filing
obligations as a publicly traded company. The Company has no commitments for
capital expenditures and foresees none, except for possible future acquisitions.
Nevertheless, while Zap.Com's reserves for its contingent liabilities are
believed to be adequate, there is no assurance that the ultimate liabilities
will not exceed such estimates due to, among other reasons, the fact that
certain parties to these contracts have challenged the Company's position as to
the amount owed. There can be no assurance that Zap.Com
7
will not encounter litigation if an agreement cannot be reached with these
parties, or that it will be successful if any such litigation is commenced.
Significant Factors That Could Affect Future Performance and Forward-Looking
Statements
We have limited assets and no source of revenue.
The Company has limited assets and has had no significant revenue since its
inception, nor will the Company receive any operating revenues until it
completes an acquisition, reorganization or merger. The Company can provide no
assurance that any acquired business will produce any material revenues for the
Company or its stockholders or that any such business will operate on a
profitable basis.
We have not selected a specified industry in which to acquire or develop a
business.
To date, the Company has not identified any particular industry or business
in which to concentrate its acquisition efforts. Accordingly, prospective
investors currently have no basis to evaluate the comparative risks and merits
of investing in the industry or business in which the Company may acquire. To
the extent that the Company may acquire a business in a high-risk industry, the
Company will become subject to those risks. Similarly, if the Company acquires a
financially unstable business or a business that is in the early stages of
development, the Company will become subject to the numerous risks to which such
businesses are subject. Although management intends to consider the risks
inherent in any industry and business in which it may become involved, there can
be no assurance that it will correctly assess such risks.
Absence of substantive disclosure relating to prospective new businesses.
Because the Company has not yet identified any assets, property or business
that it may acquire or develop, potential investors in the Company will have
virtually no substantive information about any such new business upon which to
base a decision whether to invest in the company. The Company can provide no
assurance that any investment in the Company will not ultimately prove to be
unfavorable. In any event, stockholders will not have access to any information
about any new business until such time as a transaction is completed and the
Company files a report with the Securities and Exchange Commission disclosing
the nature of such transaction and/or business.
If an acquisition is consummated, stockholders will not know its structure and
will likely suffer dilution
Management has had no preliminary contact or discussions regarding, and
there are no present plans, proposals or arrangements to acquire any specific
assets, property or business. Accordingly, it is unclear whether such an
acquisition would take the form of an exchange of capital stock, a merger or an
asset acquisition. However, because the Company has limited resources as of the
date hereof, such acquisition is likely to involve the issuance of stock.
We currently have 1,500,000,000 authorized shares of common stock and
150,000,000 authorized shares of preferred stock. As of the date of this report,
we have 50,004,474 shares of common stock outstanding and no outstanding
preferred stock. We will be able to issue significant amounts of additional
shares of common stock without obtaining stockholder approval, provided we
comply with the rules and regulations of any exchange or national market system
on which our shares are then listed. As of the date of this report, we are not
subject to the rules of any exchange that would require stockholder approval. We
have filed a registration statement authorizing 30,000,000 shares on a shelf
basis for offer and issuance from time to time in connection with future
acquisitions. To the extent we use our common stock in this manner in the
future, existing stockholders will experience dilution in percentage ownership.
As of the date of this report, we have reserved 5,000,000 shares of common
stock for issuance on the exercise of 2,000,000 warrants issued to American
Internetwork Sports and 3,000,000 for options issued or to be issued pursuant to
our 1999 Long-Term Incentive Stock Option Plan. The warrants have an exercise
price of $2.00 per share and became fully vested in December of 2000. The
outstanding options have a weighted average exercise price of $2.34. The
issuance of shares upon the exercise of the above securities may have a dilutive
effect in the future on our common stock, which may adversely affect the price
of our common stock.
8
Management to devote insignificant time to activities of the company.
Members of the Company's management are not required to devote their full
time to the affairs of the Company. Because of their time commitments to Zapata,
as well as the fact that the Company has no business operations, the members of
management anticipate that they will not devote a significant amount of time to
the activities of the Company, except in connection with identifying a suitable
acquisition target or business to develop.
Zapata and Zap.Com's officer may have conflicts of interest.
Although the Company has not identified any potential acquisition target or
new business opportunities, the possibility exists that the Company may acquire
or merge with a business or company in which the Company's executive officers,
directors, beneficial owners or their affiliates may have an ownership interest.
A transaction of this nature would present a conflict of interest to those
parties with a managerial position and/or an ownership interest in both the
Company and the acquired entity, and may compromise management's fiduciary
duties to the Company's stockholders. See "Zapata's control and the presence of
interlocking directors and officers create potential conflicts of interest and
could prevent a change of control." An independent appraisal of the acquired
company may or may not be obtained in the event a related party transaction is
contemplated.
There is significant competition for acquisition candidates.
Management believes that there are thousands of companies that are also
seeking merger or acquisition transactions. These entities will present
competition to the Company in its search for a suitable transaction candidate,
and the Company makes no assurance that it will be successful in that search.
The Company's stock may be considered a "penny stock" in the future.
The Company's common stock may be deemed to be "penny stock" as that term
is defined in Reg. Section 240.3a51-1 of the Securities and Exchange Commission.
Penny stocks are stocks (i) with a price of less than five dollars per share;
(ii) that are not traded on a "recognized" national exchange; (iii) whose prices
are not quoted on the NASDAQ automated quotation system (NASDAQ-listed stocks
must still meet requirement (i) above); or (iv) in issuers with net tangible
assets less than $2,000,000 (if the issuer has been in continuous operation for
at least three years) or $5,000,000 (if in continuous operation for less than
three years), or with average revenues of less than $6,000,000 for the last
three years.
Section 15(g) of the Securities Exchange Act of 1934, as amended, and Reg.
Section 240.15g-2 of the Securities and Exchange Commission require
broker-dealers dealing in penny stocks to provide potential investors with a
document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document before effecting any transaction in a
penny stock for the investor's account. Potential investors in the Company's
common stock are urged to obtain and read such disclosure carefully before
purchasing any shares that are deemed to be "penny stock."
Moreover, Reg. Section 240.15g-9 of the Securities and Exchange Commission
requires broker-dealers in penny stocks to approve the account of any investor
for transactions in such stocks before selling any penny stock to that investor.
This procedure requires the broker-dealer to (i) obtain from the investor
information concerning his or her financial situation, investment experience and
investment objectives; (ii) reasonably determine, based on that information,
that transactions in penny stocks are suitable for the investor and that the
investor has sufficient knowledge and experience as to be reasonably capable of
evaluating the risks of penny stock transactions; (iii) provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the determination in (ii) above; and (iv) receive a signed and dated copy of
such statement from the investor, confirming that it accurately reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these requirements may make it more difficult for investors in
the Company's common stock to resell their shares to third parties or to
otherwise dispose of them.
9
Zapata's control and the presence of interlocking directors and officers create
potential conflicts of interest and could prevent a change of control
As of the date of this report Zapata owns approximately 98 percent of our
outstanding common stock. As a result, Zapata's directors and officers will be
able to control the outcome of substantially all matters submitted to the
stockholders for approval, including the election of directors and any proposed
merger, liquidation, transfer or encumbrance of a substantial portion of its
assets, or amendment to our charter to change our authorized capitalization.
This concentration of ownership may also have the effect of delaying or
preventing a change in control of Zap.Com even if it would be beneficial to our
stockholders.
In addition, our executive officers also are directors, officers or
employees of Zapata and, in most cases, either own, or hold an option to
purchase, equity securities of Zapata. In addition, Malcolm Glazer, who is the
father of our President and Chief Executive Officer, Avram Glazer, controls and
beneficially owns approximately 44 percent of Zapata's outstanding common stock.
As a result, these executive officers have inherent potential conflicts of
interest when making decisions related to transactions between Zapata and us.
Zapata's ability to control matters listed above together with the potential
conflicts of interest of its executive officers who also serve as executive
officers of Zap.Com and our initial Chairman of the Board could adversely affect
the trading price and liquidity of our common stock. These factors could limit
the price that investors might be willing to pay for our common stock in the
future.
We have liabilities as a member of Zapata's consolidated tax group
We have been, and expect to continue to be, for the foreseeable future, a
member of Zapata's consolidated tax group under federal income tax law until the
Zap.Com securities held by Zapata do not constitute either 80 percent of the
voting power or the market value of Zap.Com's outstanding stock. Each member of
a consolidated group for federal income tax purposes is jointly and severally
liable for the federal income tax liability of each other member of the
consolidated group. Similar rules may apply under state income tax laws.
Although we have entered into a tax sharing and indemnity agreement with Zapata,
if Zapata or members of its consolidated tax group (other than us) fail to pay
tax liabilities arising prior to the time that we are no longer a member of
Zapata's consolidated tax group, we could be required to make payments in
respect of these tax liabilities and these payments could materially adversely
affect our financial condition.
Because we do not intend to pay any cash dividends on our common stock, holders
of our common stock will not be able to receive a return on their shares unless
they sell their shares
We have paid no dividends on our common stock. We do not anticipate paying
any cash dividends on our common stock in the foreseeable future. Unless we pay
dividends, holders of our common stock will not be able to receive a return on
their shares unless they sell them, which could be difficult unless a more
active market develops in our stock. See Item 5. "Market for the Registrant's
Common Equity and Related Stockholder Matters."
Our anti-takeover provisions in our corporate documents may have an adverse
effect on the market price of our common stock
If Zapata were ever to lose voting control over us, provisions within our
charter and by-laws could make it more difficult for a third party to gain
control of us. This would be true even if a change in control might be
beneficial to our stockholders. This could adversely affect the market price of
our common stock. These provisions include:
o the elimination of the right to act by written consent by
stockholders after Zapata no longer holds a controlling interest in us;
o the elimination of the right to call special meetings of the
stockholders by stockholders except that Zapata may do so as long as it
holds a controlling interest in us;
o the creation of a staggered board of directors; and,
o the ability of the board of directors to designate, determine the
rights and preferences of, and to issue preferred stock, without
stockholder consent, which could adversely affect the rights
of our common stockholders.
10
A substantial amount of our common stock is eligible for sale into the market
and this could depress our stock price
Sales of a substantial number of shares of our common stock in the future
could cause the market price of our common stock to decline. As of the date of
this document, we have outstanding 50,004,474 shares of common stock, of which
Zapata owns 48,972,258 shares, Malcolm Glazer owns 707,908 shares, Avram Glazer
owns 50,020 shares and public stockholders own 274,288 shares. In addition, we
have 3,000,000 shares of common stock reserved for issuance under our 1999
Long-Term Incentive Plan and 2,000,000 shares of our common stock reserved for
issuance of shares that may be purchased under the warrants granted to American
Internetwork Sports.
All of our shares distributed by Zapata to its stockholders on November 12,
1999 are freely tradable without restriction or further registration under the
federal securities laws unless acquired by our "affiliates," as that term is
defined in Rule 144 under the Securities Act of 1933. All of the shares held by
Zapata (other than 1,000,000 shares available for sale by Zapata under an
effective registration statement), acquired by "affiliates" in Zapata's
distribution or by the Glazers in connection with their November 1999 investment
are "restricted securities" under the Securities Act and available for resale
upon compliance with Rule 144, including the one year holding period and the
timing, manner and volume of sales of these shares. In the absence of Rule 144's
availability, these shares may only be publicly resold if they are registered or
another exemption is available.
We have registered 1,000,000 shares of Zap.Com common stock for resale by
Zapata from time to time under a separate registration statement. We have also
granted Zapata registration rights with respect to all of its shares. These
registration rights effectively allow Zapata to register and publicly sell all
of its shares at any time and to participate as a selling stockholder in future
public offerings by Zap.Com.
The warrants issued to American Internetwork Sports became fully vested
after the December 2000 decision to cease operations. See Note 9 to the
Company's Financial Statements included in Item 8 of this report. All of the
shares issued to American Internetwork Sports upon exercise of the warrants will
be available for public resale under Rule 144 following the expiration of a
one-year holding period commencing upon the issuance of shares after the
exercise of the warrants and compliance with the other requirements of Rule 144.
Further, Zap.Com is required to register the shares issued upon exercise of the
warrants on a registration statement on Form S-8, upon the demand of American
Internetwork Sports.
In addition, we also intend to file a registration statement on Form S-8
under the Securities Act covering the shares reserved for issuance under the
1999 Long-Term Incentive Plan. This registration statement will also
automatically become effective upon filing and permit unrestricted public resale
of these shares. We have registered on a shelf basis under the registration
statement 30,000,000 shares of our common stock for issuance from time to time
in the future in connection with acquisitions, mergers, other business
combinations. All of the shares issued in connection with these transactions
will be freely tradable. The sale of a substantial amount of these shares into
the market could cause the price of our stock to drop. In addition, sales could
create the perception to the public of difficulties or problems with our
business. As a result, these sales also might make it more difficult for us to
sell equity or equity related securities in the future at a time and price that
we deem appropriate.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market risks relating to Zap.Com's operations result primarily from changes
in interest rates. Zap.Com invests its cash and cash equivalents in federally
backed securities with maturities generally not more than 90 days. Therefore,
Zap.Com does not believe that it has significant market risks.
11
Item 8. Financial Statements and Supplementary Data
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of
Zap.Com Corporation
In our opinion, the accompanying balance sheets and the related statements of
operations, changes in stockholders' equity (deficit) and cash flows present
fairly, in all material respects, the financial position of Zap.Com Corporation
at December 31, 2000 and 1999, and the results of its operations and its cash
flows for the period from April 2, 1998 (date of inception) to December 31, 1998
and for each of the two years in the period ended December 31, 2000 in
conformity with accounting principles generally accepted in the United States of
America. 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 auditing standards generally accepted in the United States of
America, 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 our opinion.
As discussed in Note 1 to the financial statements, the Company ceased all
Internet operations effective December 15, 2000.
PricewaterhouseCoopers LLP
Rochester, New York
March 23, 2001
12
ZAP.COM CORPORATION
BALANCE SHEETS
December 31, December 31,
2000 1999
---- ----
ASSETS:
Current assets:
Cash and cash equivalents................................................... $ 2,761,169 $ 7,579,363
Interest receivable......................................................... 4,259 45,914
Prepaid assets and other receivables........................................ 473,397 549,466
------------- ------------------
Total current assets..................................................... 3,238,825 8,174,743
Property and equipment, net.................................................... 31,642 41,424
Capitalized software costs..................................................... -- 272,581
------------- ------------------
Total assets............................................................. $ 3,270,467 $ 8,488,748
============= ==================
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Accounts payable............................................................ $ 165,717 $ 299,538
Accrued liabilities......................................................... 757,546 410,179
Amounts due (from) to related parties....................................... (1,912) 43,488
------------- ------------------
Total current liabilities................................................ 921,351 753,205
------------- ------------------
Commitments & Contingencies
Stockholders' Equity:
Preferred stock, $0.01 par value, 150,000,000 shares authorized, 0 shares
issued and outstanding as of December 31, 2000 and 1999.................. -- --
Common stock, $.001 par value, 1,500,000,000 shares
authorized; 50,004,474 and 50,000,000 shares issued and outstanding
as of December 31, 2000 and 1999, respectively........................... 50,004 50,000
Additional paid in capital.................................................. 10,052,515 10,050,000
Additional paid in capital - warrants....................................... 743,234 11,499,996
Accumulated deficit......................................................... (8,496,637) (3,535,733)
Deferred consulting expense................................................. -- (10,328,720)
------------- ------------------
Total stockholders' equity............................................... 2,349,116 7,735,543
------------- ------------------
Total liabilities and stockholders' equity............................... $ 3,270,467 $ 8,488,748
============= ==================
The accompanying notes are an integral part of these financial statements.
13
ZAP.COM CORPORATION
STATEMENTS OF OPERATIONS
From April 2, 1998
For the For the (date of inception)
Year Ended Year Ended through
December 31, December 31, December 31,
2000 1999 1998
---- ---- ----
Revenues.................................................. $ 325 $ -- $ --
Cost of revenues.......................................... 1,218,569 141,160 --
-------------- ----------------- ------------------
Gross loss............................................. (1,218,244) (141,160) --
Operating expenses:
Product development.................................... 146,293 52,388 --
Sales and marketing.................................... 591,102 525,263 --
General and administrative............................. 2,266,363 1,699,012 793
Consulting (income) expense............................ (428,042) 1,171,276 --
Impairment of long-lived assets........................ 873,157 -- --
Contract termination expenses.......................... 597,360 -- --
-------------- ----------------- ------------------
Total operating expenses............................ 4,046,233 3,447,939 793
-------------- ----------------- ------------------
Loss from operations................................ (5,264,477) (3,589,099) (793)
Interest income........................................... 303,573 54,159 --
-------------- ----------------- ------------------
Loss before income taxes.................................. (4,960,904) (3,534,940) (793)
Income taxes (Note 5)..................................... -- -- --
-------------- ----------------- ------------------
Net loss.................................................. $ (4,960,904) $ (3,534,940) $ (793)
=============== ================= ==================
Per share data (basic and diluted):
Net loss per share........................................ $ (.10) $ (.07) $ (.00)
=============== ================== ===================
Weighted average number of common shares and
common share equivalents outstanding................ 50,000,282 49,525,342 49,450,000
============== ================= ==================
The accompanying notes are an integral part of these financial statements.
14
ZAP.COM CORPORATION
STATEMENTS OF CASH FLOWS
From April 2, 1998
For the For the (date of inception)
Year Ended Year Ended through
December 31, December 31, December 31,
2000 1999 1998
---- ---- ----
Cash flows used in operating activities:
Net loss............................................. $ (4,960,904) $ (3,534,940) $ (793)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization....................... 263,689 8,105 --
Consulting expense.................................. (428,042) 1,171,276 --
Stock bonus expense................................. 2,519 -- --
Impairment of long-lived assets..................... 873,157 -- --
Changes in assets and liabilities:
Interest receivable............................... 41,655 (45,914) --
Prepaid expenses.................................. 57,113 (549,466) --
Accounts payable.................................. (133,821) 299,538 --
Accrued liabilities............................... 347,367 410,179 --
-------------- ----------------- ------------------
Total adjustments.............................. 1,023,637 1,293,718 --
-------------- ----------------- ------------------
Net cash used in operating activities............... (3,937,267) (2,241,222) (793)
-------------- ----------------- ------------------
Cash flows used in investing activities:
Capital additions for software development costs....... (835,527) (282,522) --
--------------- ----------------- ------------------
Net cash flows used in investing activities......... (835,527) (282,522) --
--------------- ----------------- ------------------
Cash flows (used in) provided by financing activities:
Proceeds from issuance of common stock and
re-capitalization of common stock................... -- 10,099,990 10
Amounts due (from) to stockholder and affiliates....... (45,400) 3,117 783
--------------- ----------------- ------------------
Net cash flows (used in) provided by
financing activities.............................. (45,400) 10,103,107 793
--------------- ----------------- ------------------
Net change in cash and cash equivalents................... (4,818,194) 7,579,363 --
Cash and cash equivalents at beginning of period.......... 7,579,363 -- --
-------------- ----------------- ------------------
Cash and cash equivalents at end of period................ $ 2,761,169 $ 7,579,363 $ --
============== ================= ==================
Supplemental schedule of non-cash financing activities
(Decrease) increase from issuance of warrants for
consulting services - fair value.................... $ (10,756,762) $ 11,499,996 $ --
=============== ================= ==================
The accompanying notes are an integral part of these financial statements.
15
ZAP.COM CORPORATION
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
Additional
Additional Paid In
Common Stock Paid In Capital Accumulated
Shares Amount Capital Warrants Deficit
------ ------ --------- -------- -----------
Balance, April 2, 1998 (date of inception) -- $ -- $ -- $ -- $ --
Issuance of 49,450,000 shares of common
stock on April 2, 1998 at no par value 49,450,000 10 -- -- --
Net loss ................................. -- -- -- -- (793)
---------- ------- ----------- ------------ -----------
Balance, December 31, 1998 ............... 49,450,000 10 -- -- (793)
Re-capitalization of common stock,
November 12, 1999 (Note 3) ............ -- 49,440 -- -- --
Common stock issued ...................... 550,000 550 1,099,450 -- --
Additional capital contribution--
Zapata Corporation .................... -- -- 8,950,550 -- --
Warrants issued .......................... -- -- -- 11,499,996 --
Consulting expense ....................... -- -- -- -- --
Net loss ................................. -- -- -- -- (3,534,940)
---------- ------- ----------- ------------ -----------
Balance, December 31, 1999 ............... 50,000,000 50,000 10,050,000 11,499,996 (3,535,733)
Common stock issued ...................... 4,474 4 -- -- --
Consulting expense ....................... -- -- -- (10,756,762) --
Stock bonus expense ...................... -- -- 2,515 -- --
Net Loss ................................. -- -- -- -- (4,960,904)
---------- ------- ----------- ------------ -----------
Balance December 31, 2000 ................ 50,004,474 $50,004 $10,052,515 $ 743,234 $(8,496,637)
========== ======= =========== ============ ===========
Total
Deferred Stockholders'
Consulting Equity
Expense (Deficit)
------- ---------
Balance, April 2, 1998 (date of inception) $ -- $ --
Issuance of 49,450,000 shares of common
stock on April 2, 1998 at no par value -- 10
Net loss ................................. -- (793)
------------ -----------
Balance, December 31, 1998 ............... -- (783)
Re-capitalization of common stock,
November 12, 1999 (Note 3) ............ -- 49,440
Common stock issued ...................... -- 1,100,000
Additional capital contribution--
Zapata Corporation .................... -- 8,950,550
Warrants issued .......................... (11,499,996) --
Consulting expense ....................... 1,171,276 1,171,276
Net loss ................................. -- (3,534,940)
------------ -----------
Balance, December 31, 1999 ............... (10,328,720) 7,735,543
Common stock issued ...................... -- 4
Consulting expense ....................... 10,328,720 (428,042)
Stock bonus expense ...................... -- 2,515
Net Loss ................................. -- (4,960,904)
------------ -----------
Balance December 31, 2000 ................ $ -- $ 2,349,116
============ ===========
The accompanying notes are an integral part of these financial statements.
16
ZAP.COM CORPORATION
NOTES TO FINANCIAL STATEMENTS
Note 1. Business and Organization
Zapata formed Zap.Com for the purpose of creating and operating a global
network of independently owned web sites. In April 1999, Zap.Com announced its
plan to establish the ZapNetwork by connecting web sites through a proprietary
multi-functional, portal-like Internet banner known as the ZapBox. Zap.Com
intended to distribute advertising and e-commerce opportunities over this
network.
In November 1999, Zapata and two of its directors invested $10 million of
equity in Zap.Com. On November 12, 1999, Zapata distributed to its stockholders
477,742 shares of Zap.Com common stock, leaving Zapata as the holder of
approximately 98 percent of Zap.Com's outstanding common stock. On November 30,
1999, Zap.Com's stock began to trade on NASD's OTC Electronic Bulletin Board
under the symbol "ZPCM," establishing Zap.Com as a separate public company.
During 1999 and 2000, the Company engaged primarily in the research and
investigation of the Internet industry, the development of Zap.Com's business
model, the establishment of strategic relationships to provide Internet
connectivity and technology systems to support the ZapNetwork, the development
of the ZapBox and the Zap.Com homepage, the filing of patent and trademark
applications and the solicitation of web sites to join the ZapNetwork. Zap.Com
also registered shares with the Securities and Exchange Commission, and
registered or qualified for offering the shares for offering and sale in 18
states so that it could offer these shares to web site owners as an incentive to
join the ZapNetwork. Zap.Com also registered 30,000,000 shares under a shelf
registration statement for the purpose of offering shares in business
acquisitions.
During 2000, Zap.Com entered into agreements with 10 web sites to join
its network. The Company, however, did not recognize any material revenue during
2000 or establish a source of revenue. On December 15, 2000, the Zap.Com Board
of Directors concluded that Zap.Com's operations were not likely to become
profitable in the foreseeable future and therefore, it was in the best interest
of the Company and its stockholders to cease all Internet operations. Since that
date, Zap.Com has terminated all salaried employees and all signed agreements
with web site owners who joined the ZapNetwork. In addition, Zap.Com has
terminated, and is in the process of terminating, all third party contractual
relationships entered into in connection with its Internet business.
Zap.Com is currently winding down its Internet operations. Other than these
activities, the Company does not have any existing business operations. During
2001, Zap.Com's principal activities are expected to be exploring methods to
enhance stockholder value. Zap.Com is likely to search for assets or businesses
that it can acquire so that it can become an operating company. Zap.Com may also
consider developing a new business suitable for its situation.
In pursuing acquisitions, the Company will have broad discretion in
identifying and selecting both the industries and the possible acquisition
candidates within those industries which it will acquire. As of the date of this
filing, the Company has not identified a specific industry on which it initially
intends to focus and has no present plans, proposals, arrangements or
understandings with respect to the acquisition of any specific business. There
can be no assurance that Zap.Com will be able to identify or successfully
complete any acquisitions.
Management believes that it has sufficient resources to satisfy its
existing and contingent liabilities (including contract termination costs), and
its anticipated operating expenses for at least the next twelve months.
17
Note 2. Significant Accounting Policies
Basis of Presentation
The accompanying financial statements are presented as if the Company had
existed as a corporation separate from Zapata Corporation for the periods
presented and include the historical assets, liabilities, revenues and expenses
that are directly related to the business that comprised the Company's
operations.
General and administrative expenses reflected in the financial statements
include allocations of certain corporate expenses from Zapata for which
management took into consideration including personnel, space, estimates of time
spent to provide services, and other appropriate bases. Management believes the
foregoing allocations of these costs were made on a reasonable basis; however,
they do not necessarily equal the costs that would have been or will be incurred
by the Company prospectively.
The financial information included herein may not necessarily reflect the
financial position and results of operations of the Company in the future or
what the financial position and results of operations of the Company would have
been had it been a separate, stand-alone company during the periods covered.
Cash and Cash Equivalents
The Company considers all highly liquid debt instruments with an original
maturity of 90 days or less to be cash equivalents. Cash and cash equivalents
are carried at cost, which approximates market.
Internal Use Software
The Company capitalizes software for internal use in accordance with
American Institute of Certified Public Accountants ("AICPA") Statement of
Position ("SOP") 98-1, "Accounting for the Costs of Computer Software Developed
or Obtained for Internal Use." This standard requires certain direct development
costs associated with internal use software to be capitalized including external
direct costs of material and services and payroll costs for employees devoting
time to the software projects. These costs are amortized over the useful life of
the software beginning when the asset is substantially ready for use. Costs
incurred during the preliminary project stage as well as for maintenance and
training are expensed as incurred. Internal use software is depreciated over
three years.
Impairment of Long-Lived Assets
The Company regularly assesses all of its long-lived assets for impairment
when events or circumstances indicate their carrying amounts may not be
recoverable. This is accomplished by comparing the expected undiscounted future
cash flows of the assets with the respective carrying amount as of the date of
assessment. Should aggregate future cash flows be less than the carrying value,
a write-down would be required, measured as the difference between the carrying
value and the fair value of the asset. Fair value is estimated either through
independent valuation or as the present value of expected discounted future cash
flows. If the expected undiscounted future cash flows exceed the respective
carrying amount as of the date of the assessment, no impairment is recognized.
Deferred Consulting Expense
Deferred consulting expense represents the current cumulative unearned
value of warrants issued to non-employees for consulting services. The Company
accounts for these warrants in accordance with Emerging Issues Task Force
("EITF") 96-18, "Accounting For Equity Instruments That Are Issued To Other Than
Employees For Acquiring, Or In Conjunction With Selling, Goods or Services,"
which requires such transactions to be expensed based on the then current fair
value of the warrants at the end of each reporting period with adjustment of
prior period expense to actual expense at each vesting date.
18
Earnings Per Share
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings per
Share," requires presentation of basic and diluted loss per share for all
periods presented. Basic loss per share is computed by dividing the net loss by
the sum of the weighted average number of shares of common stock outstanding.
Diluted earnings per share is based on the potential dilution that would occur
on exercise or conversion of securities into common stock. Outstanding options
that could potentially dilute basic loss per share were not included in the
computation of diluted net loss per share because to do so would have an
anti-dilutive effect for the periods presented.
Start-up Costs
In accordance with AICPA SOP 98-5, "Reporting on the Costs of Start-up
Activities," the Company expenses all start-up costs, including organization
costs, as they are incurred.
Cost of Revenues
Cost of revenues consists primarily of hosting, bandwidth, communications,
ad delivery, and content license fees costs associated with the Company's banner
and other Internet properties.
Product Development
Product development expenses consist primarily of costs for research,
design and development of the Company's proprietary Internet properties.
Income Taxes
The Company utilizes the liability method to account for income taxes. This
method requires the recognition of deferred tax assets and liabilities for the
expected future tax consequences of existing temporary differences between the
financial reporting and tax-reporting basis of assets and liabilities, and
operating loss and tax credit carry forwards for tax purposes. The Company is
included in Zapata's consolidated U.S. federal income tax return and its income
tax effects are allocated to the Company in proportion to its contribution of
taxable income to consolidated taxable income.
A valuation allowance is provided to reduce deferred tax assets to a level
which, more likely than not, will be realized. Primary factors considered by
management to determine the size of the allowance include the estimated taxable
income level for future years and the limitations on the use of such carry
forwards and expiration dates.
Segments
Effective January 1, 1999, the Company adopted the provisions of SFAS No.
131, "Disclosures about Segments of an Enterprise and Related Information." SFAS
No. 131 establishes standards for the way companies report information about
operating segments in annual financial statements. It also establishes standards
for related disclosures about products and services, geographic areas and major
customers. The Company has determined that it does not have any separately
reportable business segments as of December 31, 2000 and December 31, 1999.
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 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.
19
Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 133 "Accounting for Derivative Instruments and Hedging Activities." The
statement, as amended, requires the recognition of all derivatives as either
assets or liabilities in the balance sheet and the measurement of those
instruments at fair value. The accounting for changes in the fair value of a
derivative depends on the planned use of the derivative and the resulting
designation. Because the Company does not currently hold any derivative
instruments and does not engage in hedging activities, the impact of the
adoption of SFAS No. 133 is not currently expected to have a material impact on
the financial position, results of operations or cash flows of the Company. The
Company will be required to implement SFAS No. 133, as amended, in the first
quarter of Fiscal 2001.
Reclassifications
In order to conform to the 2000 presentation, certain amounts in the 1999
and 1998 financial statements have been reclassified.
Note 3. Stockholders' Equity
The Company was incorporated in April 2, 1998 as a wholly-owned subsidiary
of Zapata, through the issuance of 1,000 shares of no par value common stock. As
of December 31, 1999 and December 31, 1998, the Company has accumulated a
deficit during its development stage of $3,535,733 and $793, respectively. As of
December 2000, the Company ceased operations and will therefore continue to
incur losses in the future.
In September 1999, Zapata advised the Company of the Zapata Board's
intention to declare a dividend, payable to its stockholders, of one share of
Zap.Com common stock for every 50 shares of Zapata common stock on a record date
to be determined. On October 26, 1999, a record date of November 5, 1999 was
declared. The primary purpose of the distribution was the creation of a public
market for the Company's common stock and future access to public markets.
In November 1999, the Company amended and restated its Articles of
Incorporation to revise its capital structure. Subsequent to the amendment,
Zap.Com's authorized capital stock consisted of: (1) 1,500,000,000 shares of
common stock, par value $.001 per share and (2) 150,000,000 shares of preferred
stock, par value $.01 per share. Also, the Company Board of Directors approved a
49,450 for one stock split immediately prior to the distribution. All share and
per share information has been retroactively restated to reflect this split.
On November 12, 1999, Zapata distributed 477,742 shares of Zap.Com common
stock to its stockholders. Also, on November 12, 1999, Zapata provided the
Company with $9,000,000, including $49,450 to meet the stated capital
requirements of Nevada law to effectuate the 49,450 for one stock split which
occurred immediately prior to the distribution. The contribution consisted of
$8,000,000 in cash and the forgiveness of $1,000,000 of inter-company debt. At
the same time, Malcolm Glazer and Avram Glazer contributed $1,100,000 in
exchange for 550,000 shares of Zap.Com common stock.
On March 3, 2000 the SEC declared the effectiveness of Zap.Com's shelf
registration statement on Form S-1, covering 20,000,000 shares of common stock,
$.001 par value per share. This registration statement also covered up to an
additional 30,000,000 shares of Zap.Com's common stock, $.001 par value per
share to be issued as payment for all or some portion of the purchase price for
one or more acquisitions of companies, businesses or assets complementary to
Zap.Com's existing business.
During April 2000, Zap.Com decided to modify the relationship that it had
previously proposed to potential ZapNetwork members. Zap.Com changed the
compensation to ZapNetwork members to revenue sharing payments based on banner
advertising and participation in the ZapNetwork unique user stock bonus plan. On
May 10, 2000 the SEC declared the effectiveness of the post-effective amendment
to the registration statement on Form S-1, that sets forth this new distribution
plan. Under the unique user stock bonus plan, a web site that joined the
ZapNetwork was eligible to be compensated based upon the average monthly unique
users that visit its site. The unique user stock bonus was payable in Zap.Com
common stock for each year that the web site remained in the ZapNetwork. Each
unique user stock bonus award was to be issued incrementally over a three-year
period. The number of shares to be issued on each annual issuance date was to be
calculated based upon the then current market value of Zap.Com common stock.
20
Due to the variable nature of the number of shares to be issued under the
unique user stock bonus plan, Zap.Com accounted for the commitment to issue
shares and the associated expense at their fair value as prescribed by the
principles of the Financial Accounting Standards Board Emerging Issues Task
Force Issue No. 96-18, "Accounting For Equity Instruments That Are Issued to
Other Than Employees For Acquiring, Or In Conjunction With Selling Goods or
Services." Accordingly, prior to the cancellation of the plan, during the
vesting period of each plan, the fair value of these shares were recorded under
stockholders' equity as "Deferred consulting expense." Unique user stock bonus
expenses were accrued when earned in accordance with EITF No. 96-18. These
expenses were included as portion of selling expenses.
In addition, on July 25, 2000, the Company entered into a modified
ZapNetwork Membership Agreement with Penn Media that fixed the number of bonus
shares to be issued under the unique user stock bonus plan. The number of shares
to be issued was to equal to 100,000 shares, vesting over 36 months. However,
pursuant to an agreement dated November 28, 2000, the parties agreed to
terminate the aforementioned agreement effective November 10, 2000. The
termination resulted in the issuance of 4,474 shares of common stock to Penn
Media.
During December 2000, the Board of Directors resolved to cease the
operations of the Company, effectively terminating the stock bonus plan. Upon
termination, there were no ZapNetwork members who had met the eligibility
requirements to receive the stock bonus. As such, the Company deregistered the
remaining 19,995,526 shares under the plan on January 5, 2001.
Note 4. Accrued Liabilities:
Accrued liabilities consist of the following:
December 31,
2000 1999
---- ----
Accrued audit and legal costs.................................... $ 79,700 $ 145,000
Accrued printing costs........................................... 53,433 203,553
Contract termination accrual (See Note 7)........................ 597,360 --
Other accrued expenses........................................... 27,053 61,626
---------------- ------------------
$ 757,546 $ 410,179
================ ==================
Note 5. Income Taxes
As a result of net operating losses, the Company has not recorded a
provision for income taxes. The components of the deferred tax assets and
related valuation allowance at December 31, 2000 and 1999 are as follows:
December 31,
2000 1999
---- ----
Deferred tax assets:
Net operating loss carryforwards............................... $ 2,789,827 $ 1,237,507
---------------- ------------------
Total deferred tax assets...................................... 2,789,827 1,237,507
Less: valuation allowance...................................... (2,789,827) (1,237,507)
---------------- ------------------
Net deferred taxes............................................. $ -- $ --
================ ==================
The Company believes sufficient uncertainty exists regarding the
realizability of the deferred tax assets such that a full valuation allowance is
required. As of December 31, 2000 and 1999, Zap.Com had $7,153,402 and
$3,173,094 of net operating loss carryforwards that expire in 2020 and 2019,
respectively.
Note 6. Impairment of Long-Lived Assets
Based on the Board resolution to cease Internet operations, certain assets
were deemed to be impaired and were written-off during the fourth quarter of
2000. Accordingly, $854,000 of asset impairment was required to write off the
remaining net book value of the capitalized software. In addition, a prepaid
license agreement related to the ZapBox was written off for $19,000.
21
Note 7. Contract Termination Accrual
Based on the Board resolution to cease Internet operations, certain
contracts entered into by the Company during the development stage were deemed
to have no future value to the Company. Accordingly, $597,000 of costs were
recognized in December of 2000 related to termination fees and remaining monthly
charges under these contracts.
Note 8. Stock Options and Stock Issuance Plans
The Company's 1999 Long-Term Incentive Plan (the "1999 Plan") allows the
Company to provide awards to existing and future officers, employees,
consultants and directors of the Company from time to time. The 1999 Plan is
intended to promote the long-term financial interests and growth of the Company
by providing employees, officers, directors, and consultants of the Company with
appropriate incentives and rewards to enter into and continue in the employ of,
or relationship with, the Company and to acquire a proprietary interest in the
long-term success of the Company.
Under the 1999 Plan, 3,000,000 shares of common stock are available for
awards. The 1999 Plan provides for the grant of any or all of the following
types of awards: stock options, stock appreciation rights, stock awards, cash
awards, or other rights or interests. Allocations of awards are made by the
Board of Directors at its sole discretion within the provisions of the 1999
Plan.
Stock appreciation rights are rights to receive, without payment to
Zap.Com, cash or shares of common stock with a value determined by reference to
the difference between the exercise or strike price of the stock appreciation
rights and the fair market value or other specified valuation of the shares at
the time of exercise. Stock appreciation rights may be granted in tandem with
stock options or separately. As of December 31, 2000 and 1999, there were no
stock appreciation rights outstanding.
Stock awards may consist of shares of common stock and may provide for
voting rights and dividend equivalent rights. The Company may specify conditions
for awards, including vesting service and performance conditions. Vesting
conditions may include, without limitation, provision for acceleration in the
case of a change-in-control of Zap.Com, vesting conditions and performance
conditions, including, without limitation, performance conditions based on
achievement of specific business objectives, increases in specified indices and
attaining specified growth measures or rates. As of December 31, 2000 and 1999,
there were no stock awards outstanding.
The Company issues stock options to executives and key employees that vest
ratably during the first three years after issuance and have five-year terms.
Vesting is contingent upon continued employment with the Company. A summary of
the status of the Company's 1999 Long-Term Incentive Plan is presented below.
Weighted Average
Number of Exercise Price
Shares (per share)
--------- ----------------
Options Outstanding at April 2, 1998 (date of Inception).............. -- $ --
Granted.......................................................... -- --
--------
Options Outstanding at December 31, 1998.............................. -- --
Granted.......................................................... 578,000 2.00
Forfeited........................................................ -- --
--------
Options Outstanding at December 31, 1999.............................. 578,000 2.00
Granted.......................................................... 33,500 7.79
Forfeited........................................................ (91,500) 2.21
--------
Options Outstanding at December 31, 2000.............................. 520,000 2.34
========
22
Additional information with respect to the outstanding options as of
December 31, 2000 is as follows:
Options Outstanding Options Exercisable
-------------------------------------------------------- ----------------------------
Weighted Average
Remaining Weighted Average Weighted Average
Range of Number of Contractual Life Exercise Price Number Exercise Price
Exercise Prices Shares Outstanding (in years) (per share) Exercisable (per share)
--------------- ------------------ ---------- ------------- ----------- -----------
$ 2.00 495,000 4.00 $ 2.00 165,000 $ 2.00
9.00 25,000 4.00 9.00 -- --
The Company has elected to follow the measurement provisions of APB Opinion
No. 25, under which no recognition of compensation expense is required for stock
options granted to employees for which the exercise price equals or exceeds the
fair market value of the stock at the grant date. Options granted in 1999 were
granted prior to the Company's public offering. Accordingly, the Company
determined there was no compensation expense attributable to these options based
on an independent valuation of the Company. All of the options granted in 2000
have an exercise price equal to the fair market value of the stock at the grant
date, and therefore have no associated compensation expense.
The Company has elected to follow the disclosure only provisions of SFAS
No. 123, "Accounting for Stock-based Compensation." The Company uses the
Black-Scholes option pricing model with the following weighted-average
assumptions for grants in Fiscal 2000 and 1999, respectively (excluding options
both granted and forfeited in the same period): risk-free interest rate of 6.58
percent and 5.92 percent, volatility of 351 percent and 0 percent, expected
dividends of 0 percent for both periods, and an expected life of three years for
both periods. The weighted average fair value of options granted was $8.98 and
$0.35 per share for 2000 and 1999, respectively.
Had compensation expense for the 1999 Plan been determined based on fair
value at the grant date consistent with SFAS No. 123, the Company's net loss and
net loss per share (basic and diluted) would have been as follows:
Year Ended December 31,
2000 1999
---- ----
Net Loss, As Reported..................................... $ (4,960,904) $ (3,534,940)
Net Loss, Pro Forma....................................... $ (5,087,387) $ (3,550,643)
Net Loss Per Share (basic and diluted), Pro Forma......... $ (.10) $ (.07)
Note 9. Related Party Transactions
Since its inception, the Company has utilized the services of the
management and staff of its majority shareholder, Zapata Corporation, under a
shared services agreement that allocated these costs on a percentage of time
basis. On May 1, 2000, Zapata Corporation waived its rights under the services
agreement to be reimbursed for these expenses for a period of one year. Total
allocations of these costs were $66,000 and $369,000 for the years ended
December 31, 2000 and 1999, respectively.
Zap.Com subleases its office space in Rochester, New York from Zapata
Corporation. Under the sublease agreement, annual rental payments are allocated
on a cost basis. Under the aforementioned May 1, 2000 agreement, Zapata
Corporation waived its rights to be reimbursed for rent for a period of one
year. Total rental payments to Zapata were $9,000 and $32,000 for the years
ended December 31, 2000 and 1999, respectively.
The Company also received server and network equipment from a related
entity to operate its Internet business. The Company recorded the assets at the
cost to the transferor of approximately $40,000. No gain or loss was recognized
on the transaction.
23
As of and prior to November 12, 1999, Zap.Com had satisfied all of its
startup and offering costs with borrowings from Zapata. On November 12, 1999,
Zapata contributed $9,000,000 in cash and forgave $1,000,000 in intercompany
debt from the Company pursuant to the completion of the distribution.
On October 20, 1999, the Company granted to American Internetwork Sports
Company, LLC stock warrants in consideration for sports related consulting
services. American Internetwork Sports is owned by the siblings of Avram Glazer,
the Company's president and Chief Executive Officer. The Company accounts for
this transaction in accordance with EITF 96-18, which requires the recognition
of expense based on the then current fair value of the warrants at the end of
each reporting period with adjustment of prior period expense to actual expense
at each vesting date. Pursuant to the December 2000 decision to cease the
operations of the Company, these warrants became fully vested. As a result, the
Company recorded the entire cost of $743,000 for all 2,000,000 warrants at the
then market value of the stock.
Note 10. Quarterly Financial Information (Unaudited)
Quarter Ended
-------------
March 31, 2000 June 30, 2000 September 30, 2000 December 31, 2000
-------------- ------------- ------------------ -----------------
Revenues.......................... $ -- $ -- $ -- $ 325
Total operating expenses (income). $ 2,989,509 $ (28,116) $ (125,470) $ 1,210,310
Loss from operations.............. $ 3,182,712 $ 247,241 $ 355,473 $ 1,479,051
Interest income................... $ 93,863 $ 84,278 $ 73,436 $ 51,996
Net loss.......................... $ 3,088,849 $ 162,963 $ 282,037 $ 1,427,055
Net loss per share (basic
and diluted).................... $ (.06) $ 0.00 $ (.01) $ (.03)
Weighted average shares outstanding 50,000,000 50,000,000 50,000,000 50,001,119
Quarter Ended
-------------
March 31, 1999 June 30, 1999 September 30, 1999 December 31, 1999
-------------- ------------- ------------------ -----------------
Revenues.......................... $ -- $ -- $ -- $ --
Total operating expenses.......... $ 304,185 $ 361,550 $ 745,813 $ 2,036,391
Loss from operations.............. $ 304,185 $ 361,550 $ 745,813 $ 2,177,551
Interest income................... $ -- $ -- $ -- $ 54,159
Net loss.......................... $ 304,185 $ 361,550 $ 745,813 $ 2,123,392
Net loss per share (basic
and diluted).................... $ (.01) $ (.01) (.02) $ (.04)
Weighted average shares outstanding 49,450,000 49,450,000 49,450,000 50,000,000
Note 11. Subsequent Event
As discussed in Note 3, on January 5, 2001, the Company deregistered the
remaining 19,995,526 shares under a stock bonus shelf registration effective
March 3, 2000. The shares had been registered to compensate potential ZapNetwork
members under a stock bonus plan.
24
SCHEDULE II
Zap.Com Corporation
Valuation and Qualifying Accounts
For the Years Ended December 31, 2000 and 1999 and from April 2, 1998
(Date of Inception) through December 31, 1998
From April 2, 1998
For the For the (date of inception)
Year Ended Year Ended through
December 31, December 31, December 31,
2000 1999 1998
---- ---- ----
Valuation allowance for deferred tax asset, at
beginning of year..................................... $ 1,237,507 $ 278 $ --
Increase of valuation allowance for certain deferred
tax assets.......................................... 1,552,320 1,237,229 278
-------------- ----------------- ------------------
Balance, at end of year................................... $ 2,789,827 $ 1,237,507 $ 278
============== ================= ==================
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant
Pursuant to General Instruction G on Form 10-K, the information called for
by Item 10 of Part III of Form 10-K is incorporated by reference to the
information set forth in the Company's Information Statement relating to its
2001 Annual Meeting of Stockholders (the "2001 Information Statement") to be
filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), in response to Items 401 and 405 of Regulation S-K
under the Securities Act of 1933, as amended, and the Exchange Act ("Regulation
S-K").
Item 11. Executive Compensation
Pursuant to General Instruction G of Form 10-K, the information called for
by Item 11 of Part III of Form 10-K is incorporated by reference to the
information set forth in the 2001 Information Statement in response to Item 402
of Regulation S-K, excluding the material concerning the report on executive
compensation and the performance graph specified by paragraphs (k) and (l) of
such Item.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Pursuant to General Instruction G of Form 10-K, the information called for
by Item 12 of Part III of Form 10-K is incorporated by reference to the
information set forth in the 2001 Information Statement in response to Item 403
of Regulation S-K.
25
Item 13. Certain Relationships and Related Transactions
Pursuant to General Instruction G of Form 10-K, the information called for
by Item 13 of Part III of Form 10-K is incorporated by reference to the
information set forth in the 2001 Information Statement in response to Item 404
of Regulation S-K.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) List of Documents Filed
(1) Financial Statements
Financial statements, Zap.Com Corporation.
Report of Independent Accountants.
Balance sheets as of December 31, 2000 and 1999.
Statements of operations for the years ended December 31, 2000 and 1999
and for the period from April 2, 1998 (date of inception) through
December 31, 1998.
Statements of cash flows for the years ended December 31, 1998 and 1999
and for the period from April 2, 1998 (date of inception) through
December 31, 1998.
Statements of changes in stockholders' equity for the years ended
December 31, 2000 and 1999 and for the period from April 2,
1998 (date of inception) through December 31, 1998.
Notes to financial statements.
(2) Exhibits
Those exhibits required to be filed by Item 601 of Regulation S-K are
listed in the Exhibit Index immediately preceding the exhibits filed herewith
and such listing is incorporated herein by reference.
Exhibit No. Description of Exhibits
- ----------- -----------------------
3.1 Restated Articles of Incorporation of Zap.Com (Exhibit No. 3.1)*
3.2 Amended and Restated By-laws of Zap.Com (Exhibit No. 3.2)*
4.1 Specimen Stock Certificate (Exhibit No. 4.1)*
4.2 Warrant dated October 20, 1999 issued to American Internetwork
Sports Company, LLC (Exhibit No. 4.2)*
4.3 Zap.Com 1999 Long-Term Incentive Plan (Exhibit No. 4.3)*
10.1 Investment and Distribution Agreement between Zap.Com and Zapata
(Exhibit No. 10.1)*
10.2 Services Agreement between Zap.Com and Zapata (Exhibit No. 10.2)*
10.3 Tax Sharing and Indemnity Agreement between Zap.Com and Zapata
(Exhibit No. 10.3)*
26
Exhibit No. Description of Exhibits
- ----------- -----------------------
10.4 Registration Rights Agreement between Zap.Com and Zapata
(Exhibit No. 10.4)*
10.5 Consulting Agreement between Zap.Com and American Internetwork
Sports Company, LLC (Exhibit No. 10.5)*
10.6 NetGravity Ad Center Services Agreement dated September 30, 1999
between NetGravity, Inc. and Zap.Com (Exhibit No. 10.6)*
10.7 Letter Agreement dated October 18, 1999 between EMC, Inc. and
Zap.Com (Exhibit No. 10.7)*
10.8 Termination Agreement dated January 10, 2000, between Zap.Com and
DoubleClick, Inc. (successors-in-interest to NetGravity, Inc.)
(Exhibit 10.8)**
10.9 Internet Services Agreement dated December 28, 1999 between
Zap.Com and EMC Inc. (Exhibit 10.9)**
10.10 Assignment and Assumption Agreement dated July 10, 1990 between
Zap.Com and DoubleClick, Inc. (Exhibit 10.10)**
10.11 Development, License and Services Agreement dated March 2, 2000
between Zap.Com and Auragen Communications, Inc.(Exhibit 10.11)**
21.1 Subsidiaries of the Registrant (filed herewith)
23.1 Consent of Independent Accountants
23.2 Report of Independent Accountants on Financial Statement Schedule
27.1 Financial Data Schedule
* Incorporated by reference to the exhibit number referenced in the
parenthesis and filed with Zap.Com's Registration Statement on Form
S-1 (File No. 333-76135) originally filed with the Securities and
Exchange Commission on April 12, 1999, as amended.
** Incorporated by reference to the exhibit number in the parenthesis and
filed with Zap.Com's Registration Statement on Form S-1
(File No. 333-93837) originally filed with the Securities and
Exchange Commission on December 30, 1999, as amended.
(b) Current Reports on Form 8-K
No reports on Form 8-K have been filed during the last quarter of the
period covered by this report.
(c) Financial Statement Schedules
Filed herewith as a financial statement schedule is the schedule
supporting Zap.Com's financial statements listed under paragraph (a) of this
Item, and the Independent Accountants' Report with respect thereto.
27
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.
ZAP.COM CORPORATION (Registrant)
By: /s/ AVRAM GLAZER
Name: Avram Glazer
Title: President and CEO
Dated: March 30, 2001
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.
Signatures Title Date
---------- ----- ----
/s/ AVRAM GLAZER President and Chief Executive Officer March 30, 2001
Avram Glazer (Principal Executive Officer) and
Director
/s/ LEONARD DISALVO Vice President and Chief Financial March 30, 2001
Leonard DiSalvo Officer (Principal Financial and
Accounting Officer)
28