1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended June 30, 2003
-------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ________ to __________
Commission File Number 33-94318-C
----------
AMERITYRE CORPORATION
--------------------------
(Exact name of registrant as specified in charter)
Nevada 87-0535207
------------------------------ -------------------------
State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization
1501 Industrial Road, Boulder City, Nevada 89005
------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code (702) 294-2689
---------------
Securities registered pursuant to section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None N/A
------------------ -----------------------------------------
Securities registered pursuant to section 12(g) of the Act:
Common Stock
---------------
(Title of class)
Check whether the Issuer (1) filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. (1) Yes [X]
No [ ] (2) Yes [X] No [ ]
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [X]
2
State issuer's revenues for its most recent fiscal year: $1,040,246
----------
State the aggregate market value of the voting stock held by nonaffiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days:
Based on the average of the high and low bid prices of our common stock at
September 22, 2003, of $4.15 per share, the market value of shares held by
nonaffiliates (14,463,379 shares) would be approximately $60,023,023.
As of September 26, 2003, we had 17,384,868 shares of common stock issued
and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and
the part of the form 10-KSB (e.g., part I, part II, etc.) into which the
document is incorporated: (1) Any annual report to security holders; (2) Any
proxy or other information statement; and (3) Any prospectus filed pursuant to
rule 424(b) or (c) under the Securities Act of 1933: NONE
This amendment is being filed to correct typographic errors in the ownership
numbers of certain beneficial owners.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth as of September 22, 2003 the name and address
and the number of shares of our Common Stock held of record or beneficially by
each person who held of record, or was known by us to own beneficially, more
than 5% of the 17,384,868 shares of our Common Stock issued and outstanding,
and the name and shareholdings of each director and of all officers and
directors as a group. The information on share numbers and percentage
ownership listed assumes: a) the exercise of options by the beneficial owner
(all included options are currently exercisable); and b) a corresponding
increase in the number of shares issued and outstanding.
Security Ownership of Certain Beneficial Owners
-----------------------------------------------
Title
of Name and Address Amount and Nature of Percentage
Class Beneficial Owner Beneficial Ownership(1) of Class
----- ---------------- -------------------- ----------
Common Richard A. Steinke (2) 1,320,000 7.59
1501 Industrial Road
Boulder City, NV 89005
Common Alan F. Rypinksi (3) 1,010,000 5.49
3101 North Pacific Coast Hwy.
Suite 100 A
Newport Beach, CA 92663
3
Security Ownership of Management of the Company
-----------------------------------------------
Title
of Name and Position of Amount and Nature of Percentage
Class Officer and/or Director Beneficial Ownership(1) of Class
----- ----------------------- -------------------- ----------
Common Richard A. Steinke, CEO/Pres. (2) 1,320,000 7.59
Common Elliott N. Taylor, Exec. VP (5) 330,860 1.87
Common James Moore, Vice President (6) 80,000 0.46
Common David P. Martin, Vice President (7) 158,629 0.91
Common David K. Griffiths, Sec./Treas. (8) 118,600 0.68
Common Louis M. Haynie, Director (9) 600,000 3.41
Common Henry D. Moyle, Jr. Director (4) 789,000 4.49
Common Wesley G. Sprunk, Director 91,700 0.53
Common Norman H. Tregenza (10) 288,700 1.66
Total Beneficial Ownership of
All Officers and Directors as
a Group (9 persons) 3,777,489 20.81
(1) All shares owned directly are owned beneficially and of record and such
shareholder has sole voting, investment, and dispositive power, unless
otherwise noted.
(2) Includes 455,000 shares owned beneficially and of record by Gemini Funding
Services Profit Sharing Account, of which Richard A. Steinke is the principal
beneficiary and 800,000 shares owned beneficially and of record by S102
Irrevocable Trust, for which Richard A. Steinke is the trustee.
(3) Includes options to acquire up to 500,000 shares at an exercise price of
$3.00 per share that expire July 31, 2004 and options to acquire an additional
500,000 shares at an exercise price of $3.00 per share that expire July 31,
2005, both owned beneficially and of record by Focus Sales and Marketing,
L.L.C. and of which Mr. Rypinski is a controlling principal.
(4) Includes options to acquire up to 200,000 shares at an exercise price of
$4.00 per share that expire April 01, 2005. Also includes 55,000 shares owned
beneficially and of record by Vickie L. Moyle, spouse of Henry B. Moyle, and
11,000 shares owned beneficially and of record by a minor child, all of which
Mr. Moyle may be deemed to have beneficial ownership.
(5) Includes options to acquire up to 45,000 shares at an exercise price of
$2.00 per share that expire December 14, 2006; up to 60,000 shares at an
exercise price of $2.00 per share that expire March 31, 2005; and up to
200,000 shares at an exercise price of $4.00 per share that expire June 10,
2007. Also includes 17,000 shares per power of attorney for Lawrence C. Taylor
and 860 shares as custodian for Mr. Taylor's minor children.
(6) Includes options to acquire up to 50,000 shares at an exercise price of
$4.00 per share that expire April 1, 2005 and 20,000 shares at an exercise
price of $2.00 per share that expire March 31, 2005.
(7) Includes options to acquire up to 20,000 shares at an exercise price of
$4.00 per share that expire April 1, 2005 and 20,000 shares at an exercise
price of $2.00 per share that expire March 31, 2005. Also includes 6,000
shares owned beneficially and of record by Peggy Martin, the spouse of David
P. Martin, and of which Mr. Martin may be deemed to have beneficial ownership.
4
(8) Includes options to acquire up to 25,000 shares at an exercise price of
$4.00 per share that expire April 1, 2005 and 30,000 shares at an exercise
price of $2.00 per share that expire March 31, 2005.
(9) Includes options to acquire up to 200,000 shares at an exercise price of
$4.00 per share that expire April 1, 2005. Also includes 2,000 shares owned
beneficially and of record by Gae B. Haynie, spouse of Louis M. Haynie, of
which Mr. Haynie may be deemed to have beneficial ownership.
(10) Includes 13,000 shares held in an IRA, of which Mr. Tregenza is a
beneficiary; 40,000 shares held of record by Norman H. Tregenza IV Trust,
dated 9/26/86, Richard R. Keller trustee; 33,650 shares held as custodian for
Norman A. Tregenza; 12,000 shares per power of attorney for Norman A.
Tregenza; 17,000 shares held in an IRA, of which Alyce B. Tregenza, the spouse
of Mr. Tregenza is the beneficiary; 5,000 shares per power of attorney for
Alyce B. Tregenza; 28,650 shares as custodian for Suzanne C. Tregenza; and
17,000 shares per power of attorney for Suzanne C. Tregenza.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this amended report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated:
AMERITYRE CORPORATION
Date: September 30, 2003 By /S/Richard A. Steinke, Chairman of
the Board, President and CEO
[Principal Executive Officer]
Date: September 30, 2003 By /S/David K. Griffiths, Secretary
Treasurer [Principal Accounting
Officer]