SEC Info - Premier Exhibitions, Inc. - ‘10-K/A’ for 2/29/04

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Premier Exhibitions, Inc. – ‘10-K/A’ for 2/29/04

On: Thursday, 8/5/04, at 5:24pm ET · For: 2/29/04 · Accession #: 1044885-4-47 · File #: 0-24452

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/05/04  Premier Exhibitions, Inc.         10-K/A      2/29/04    5:51K                                    Couture & Co Inc/FA

Amendment to Annual Report — Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K/A      Amendment to Annual Report -- form10k-a                8     47K 
 2: EX-10.53    204 Stock Option Plan                                 10     40K 
 3: EX-31.A     Certification of the CEO                               2±    10K 
 4: EX-31.B     Certification of the CFO                               2±     9K 
 5: EX-32       Certifications of the CEO and CFO                      1      7K

10-K/A — Amendment to Annual Report — form10k-a
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Exhibits, Financial Statement Schedules and Reports on Form 8-K
1	1st Page - Filing Submission
4	Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K

10-K/A 1st Page of 8 TOC ↑Top Previous Next ↓Bottom Just 1st
 
U.S. SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549

 AMENDMENT NO.1 to
 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 FEBRUARY 29, 2004                 

          [ ]  TRANSITION  REPORT  UNDER  SECTION 13 OR 15(d) OF THE  SECURITIES
EXCHANGE ACT OF 1934                                                            

For the transition period from              to                        

Commission File No. 000-24452                                         

 RMS TITANIC, INC.
----------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 Florida                          59-2753162
 -------                          ----------
(State or other jurisdiction of              (I.R.S. Employer           
incorporation or organization)             Identification No.)        

3340 Peachtree Rd, NE, Suite 2250, Atlanta, GA 30326
----------------------------------------------------
Address of principal executive offices

  Issuer's telephone number, including area code: (404) 842-2600

    Securities registered pursuant to Section 12(b) of the Act: None

          Securities  registered  pursuant to Section  12(g) of the Act:  Common
Stock, par value $.0001 per share                                               

          Check  whether  the issuer (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 [ ] No [ X ]                                              

  Check if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best  
of registrant's knowledge, in definitive proxy or information statements        
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [X].                                                                  

       The aggregate market value of the voting stock held by non-affiliates
of the Registrant, as of June 1, 2004, was: $19,911,886                         

 The number of shares outstanding of each of the registrant's classes of
common stock, as of June 1, 2004 were:                                          
                                            NUMBER OF SHARES
TITLE OF EACH CLASS                         OUTSTANDING 

Common Stock, par value $.0001                          
per share                                   19,275,047  

10-K/A 2nd Page of 8 TOC 1st Previous Next ↓Bottom Just 2nd
ITEM. 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND    
RELATED STOCKHOLDER MATTERS.                                                    

The following table enumerates, as of June 1, 2004, the name, address, and      
ownership, both by numerical holding and percentage of interest, of each        
beneficial owner or more than five percent (5%) of the Company's outstanding    
common stock (based solely on schedules filed by such holders with the Company  
pursuant to Section 13(d) of the Exchange Act), the directors and executive     
officers of the Company, individually, and its directors and executive officers 
as a group.                                                                     

                                          Amount
Name and Address of                                    Beneficially Common Stock
Beneficial Owner                            Class         Owned      Percentage 
--------------------------------------------------------------------------------
Joe Marsh (1)                               Common      2,908,768        14.3   
605 Southside Drive                                                             
Akron, Ohio  44317                                                              

Arnie Geller (2).                           Common      3,637,500        19.0   
c/o RMS Titanic, Inc                                                            
3340 Peachtree Road, N.E, Suite 2250.                                           
Atlanta, GA 30326                                                               

Judith Geller (2)                           Common      1,475,000         7.4   
c/o RMS Titanic, Inc                                                            
3340 Peachtree Road, N.E, Suite 2250.                                           
Atlanta, GA 30326                                                               

Nick Cretan (3)                             Common        275,000           *   
Suite 913                                                                       
17 Battery Place                                                                
New York, NY 10004                                                              

Gerald Couture (4)                          Common      2,020,874        10.6   
c/o RMS Titanic, Inc                                                            
3340 Peachtree Road, N.E, Suite 2250.                                           
Atlanta, GA 30326                                                               

Doug Banker (5)                             Common        297,000           *   
6508 Crane Road                                                                 
Ypsilanti, MI 48197                                                             

Tom Zaller (6)                              Common        250,000           *   
c/o RMS Titanic, Inc.                                                           
3340 Peachtree Road, N.E, Suite 2250.                                           
Atlanta, GA 30326                                                               

All Officers and Directors as a Group       Common      6,480,374        27.5   
(5 persons)                                                               

(1)      Includes Mr. Marsh's latest Schedule 13D filing.                       
(2)      1,475,000 shares of common stock held as tenancy by the entireties with
   his wife, Judith Geller. Mr. Geller beneficial ownership includes
options to purchase 1,850,000 shares of common stock.         

2 

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(3)      Includes options to purchase 150,000 shares of common stock.           
(4)      Includes options to purchase 1,350,000 shares of common stock.         
(5)      Includes options to purchase 150,000 shares of common stock.           
(6)      Includes options to purchase 250,000 shares of common stock.           

o Owns less that 5% of the Company's outstanding common stock.                  

MARKET INFORMATION. The Company's common stock is traded on the over-the-counter
market. The following table sets forth the range of high and low bid quotations 
of the Company's Common Stock for the periods set forth below, as reported by   
OTC Bulletin Board of NASDAQ Trading & Market Services. Such quotations         
represent inter-dealer quotations, without adjustment for retail markets,       
markdowns or commissions, and do not necessarily represent actual transactions. 

FISCAL PERIOD                                                                   
                                            COMMON STOCK

                                          HIGH                       LOW
                                          BID                        BID

2004                                                                            
-----                                                                           
1st Quarter ending 5/31/03               $   0.49                      $  0.04  
2nd Quarter ending 8/31/03                   0.45                         0.20  
3rd Quarter ending 11/30/03                  0.30                         0.21  
4th Quarter ending 2/29/04                   1.90                         0.26  

2003                                                                            
-------                                                                         
1st Quarter ending 5/31/02                   0.35                         0.15  
2nd Quarter ending 8/31/02                   0.29                         0.19  
3rd Quarter ending 11/30/02                  0.29                         0.09  
4th Quarter ending 2/28/03                   0.14                         0.05  

2002                                                                            
--------                                                                        
1st Quarter ending 5/31/01                   1.20                         0.42  
2nd Quarter ending 8/31/01                   0.85                         0.65  
3rd Quarter ending 11/30/01                  0.80                         0.39  
4th Quarter ending 2/28/02                   0.55                         0.34  

Common Stock                                                                    

On June 10, 2004 there were 2,267 stockholders of record of common stock.       

The Company has not paid or declared any dividends upon its common stock since  
its inception, and intends to reinvest earnings, if any, in the Company for     
future growth. Accordingly, the Company does not contemplate or anticipate      
paying any dividends upon its common stock in the future.                       

The following is a summary of securities authorized for issuance under equity   
compensation plans as of February 29, 2004:                                     

3 

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----------------------------------------- --------------- ----------------- ---------------------
                                                                                 Number of       
                                                                                 securities      
                                            Number of                       remaining available  
                                           shares to be                     for future issuance  
                                           issued upon        Weighted          under equity     
                                           exercise of       average of      compensation plans  
                                           outstanding     exercise price        (excluding      
                                             options,      of outstanding        securities      
                                           warrants and       options,      reflected in column  
                                              rights        warrants and            (a)          
                                               (a)             rights               (c)          
                                                                 (b)                             
----------------------------------------- --------------- ----------------- ---------------------
                                                                                                 
   Equity compensation plans                     --               --                  --         
 approved by security holders                                                                    
----------------------------------------- --------------- ----------------- ---------------------
  Equity compensation plans not                                                                  
 approved by security holders             5,450,000             1.03              550,000        
----------------------------------------- --------------- ----------------- ---------------------
                                   Total  5,450,000             1.03              550,000        
----------------------------------------- --------------- ----------------- ---------------------

PART IV                                                                         

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K       

The following documents are filed as part of this Report on Form 10-K:          

(a) Financial Statements. The following financial statements of the Company are 
included in this Annual Report:                                                 

Independent Auditors' Report                                                 F-1

Consolidated Balance Sheets at February 28, 2003                                
    and February 29, 2004                                                    F-2

Consolidated Statements of Operations                                           
and Comprehensive Operations  for the years ended                             
February 28(29), 2002, 2003 and 2004                                         F-3

Consolidated  Statements of Stockholders' Equity                                
for the years ended February 28(29), 2002, 2003 and 2004                     F-4

Consolidated  Statements of Cash Flows for the years ended                      
February 28(29), 2002, 2003 and 2004                                         F-5

Notes to Financial Statements                                                F-7

(b) Reports on Form 8-K during the fiscal quarter ended February 29, 2004       

Date of event:    February 11, 2004                                             
Item reported:    5                                                             

Date of event:    February 25, 2004                                             
Item reported:    5                                                             

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   (c)   Exhibits.                                                                           

                                                                                             
3.1       Articles of Incorporation, as amended.                                             

4.1       First Amendment to By-Laws of the Registrant.                                      

4.2       Second Amendment to By-Laws of the Registrant.                                     

10.22.1   Exhibition Tour Agreement dated March 31, 1999 between the Company and             
          Magicworks  Entertainment  Inc. is  incorporated  by  reference to the             
          Company's  report on Form 10-Q for the  fiscal  quarter  ended May 31,             
          1999.                                                                              

10.22.2   Agreement dated April 18, 2000 by and among Whitestar Marine Recovery,             
          Ltd., Argosy International, Ltd. Graham Jessop and the Company.                    

10.22.3   Agreement  dated  April  18,  2000 by and among  the  Company,  Argosy             
          International, Inc. and Graham Jessop.                                             

10.22.4   Agreement  dated  May  7,  2001  by  and  among  the  Company,  Argosy             
          International, Inc. and Graham Jessop.                                             

10.23     Lease dated March 27, 2000 for offices in Atlanta, Georgia.                        

10.23.1   Stock  Option  Agreement  dated June 29, 2000  between the Company and             
          Arnie Geller.                                                                      

10.23.2   Employment  Agreement  dated May 6, 2001  between  the Company and Dik             
          Barton.                                                                            

10.23.3   Employment  Agreement  dated  February 2, 2002 between the Company and             
          Arnie Geller.(*3)                                                                  

10.23.4   Employment  Agreement  dated  February 2, 2002 between the Company and             
          Gerald Couture.(*3)                                                                

10.24     The Company's 2000 Stock Option Plan and form of stock option.(*1)                 

10.30     Amendment to  Exhibition  Tour  Agreement,  dated  September 18, 2000,             
          between the Company and SFX Family Entertainment Inc.                              

10.31     Second  Amendment  to  Exhibition  Tour  Agreement,  dated May 7, 2001             
          between the Company and SFX Family Entertainment Inc.                              

10.32     Third  Amendment to  Exhibition  Tour  Agreement,  dated March 7, 2002             
          between the Company and SFX Family Entertainment Inc.                              

10.33     Fourth  Amendment  to  Exhibition  Tour  Agreement,  dated May 1, 2002             
          between the Company and Clear Channel Entertainment Exhibits, Inc.                 

10.34     Form of lease dated  October 16,  2001 for  offices and  warehouse  in             
          Atlanta, Georgia..(*3)                                                             

10.35     Agreement   dated  April  2,  2002,   between  the   Company,   Argosy             
          International Ltd, Danepath Ltd and Graham Jessop. (*3.1)                          

10.36     Stock Pledge  Agreement  dated April 2, 2002,  between the Company and             
          Argosy International, Ltd. (*3.1)                                                  

                                       5                                                     

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10.37     Deed of Covenant from Danepath Ltd. to the Company. (*3.1)                         

10.38     Letter  Modification  Agreement  dated  April  4,  2002,  between  the             
          Company,  Argosy  International Ltd., Danepath Ltd. and Graham Jessop.             
          (*3.1)                                                                             

10.39     United States Court of Appeals R.M.S. Titanic, Inc. v. The Wrecked and             
          Abandoned Vessel. Opinion No. 01-2227 (*3.2)                                       

10.40     Motion for Stay of Mandate as filed on April 22, 2002. (*3.2)                      

10.41     Letter Modification Agreement dated June 1, 2002, between the Company,             
          Argosy International Ltd, Danepath Ltd and Graham Jessop. (*3)                     

10.42     Form of Settlement  Agreement between Argosy International Ltd and the             
          Company is incorporated  by reference to the Company's  report on Form             
          10-Q for the fiscal quarter ended November 30, 2002.                               

10.43     Form of Stock Pledge Agreement  between Argosy  International  Ltd and             
          the Company is  incorporated  by reference to the Company's  report on             
          Form 10-Q for the fiscal quarter ended November 30, 2002. .(*3.3)                  

10.44     Form of Settlement  Agreement and Mutual General Release of all Claims             
          Known and Unknown.(*3.3)                                                           

10.45     Form of Stipulation  and [Proposed]  Order for Dismissal of Action and             
          Retention of Jurisdiction. (*3.3)                                                  

10.46     Form of Judgment  pursuant to Stipulation for Entry of Judgment in the             
          Event of Default. (*3.3)                                                           

10.47     Form of  Stipulation  for Entry of  Judgment  in the Event of Default.             
          (*3.3)                                                                             

10.48     Fifth Amendment to Exhibition  Tour  Agreement,  dated August 15, 2003             
          between the Company and Clear Channel Entertainment Exhibits, Inc.(*6)             

10.49     Lease   amendment  dated  August  8,  2003  for  offices  in  Atlanta,             
          Georgia.(*7)                                                                       

10.50     Amendment  to  Employment  Agreement  dated April 10, 2004 between the             
          Company and Arnie Geller.(*7)                                                      

10.51     Amendment  to  Employment  Agreement  dated April 10, 2004 between the             
          Company and Gerald Couture.(*7)                                                    

10.52     Sixth  Amendment  to  Exhibition  Tour  Agreement,  dated May 26, 2004             
          between the Company and Clear Channel Entertainment Exhibits, Inc.(*7)             

10.53     The Company's 2004 Stock Option Plan and form of stock option.(*8)                 

10.54     Employment  Agreement dated August 4, 2003 between the Company and Tom             
          Zaller. (*7)                                                                       

(*1)     Incorporated hereby by reference to Form 10-K for year ended February 29, 2000      
(*2)     Incorporated hereby by reference to Form 10-K for year ended February 28, 2001      
(*3)     Incorporated hereby by reference to Form 10-K for year ended February 28, 2002      
(*3.1)   Incorporated hereby by reference to Form 8-K filing of April 17, 2002.              
(*3.2)   Incorporated hereby by reference to Form 8-K filing of April 30, 2002.              
(*3.3)   Incorporated hereby by reference to Form 8-K filing of July 16, 2002.               
(*4)     Incorporated hereby by reference to Form 10-K for year ended February 28, 2003      
(*5)     Incorporated by reference to Form 10-Q for the fiscal quarter ended August 31, 2000.
(*6)     Incorporated by reference to Form 10-Q for the fiscal quarter ended August 31, 2003 
(*7)     Incorporated hereby by reference to Form 10-K for year ended February 28, 2004      
(*8)     Filed herein.                                                                       

6 

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99        Additional Exhibits                               

21        Subsidiaries of the Company                       

          31(a)     Certificate of Company's Chief Executive Officer required by
     Section 302 of the Sarbanes-Oxely Act of 2002

          31(b)     Certificate of Company's Chief Financial Officer required by
     Section 302 of the Sarbanes-Oxely Act of 2002

          32        Certificate of Company's Chief  Executive  Officer and Chief
                    Financial   Officer   required   by   Section   906  of  the
Sarbanes-Oxely Act of 2002              

7 

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SIGNATURES

Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange 
Act of 1934, the Registrant had duly caused this report to be signed on its     
behalf by the undersigned, thereunto duly authorized.                           

                     RMS TITANIC, INC.

August 4, 2004                        By: /s/ Arnie Geller                      
                                     ---------------------------------
                                     Arnie Geller, President and Chief
                     Executive Officer

SIGNATURES                                                                      

Pursuant to the requirements of Section 13 or 15(d) of the Securities and       
Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and as of the date indicated: 

/s/ Arnie Geller                                     August 4, 2004             
-----------------------------                                                   
Arnie Geller, President,                                                        
Chief Executive Officer, Director                                               

/s/ Gerald Couture                                   August 4, 2004             
-----------------------------                                                   
Gerald Couture, Vice President, Chief                                           
Financial Officer, Secretary,                                                   
Director                                                                        

/s/ Nick Cretan                                      August 4, 2004             
-----------------------------                                                   
Nick Cretan, Director                                                           

/s/ Doug Banker                                      August 4, 2004             
-----------------------------                                                   
Doug Banker, Director                                                           

8

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-K/A’ Filing	Date	First	Last	Other Filings

Filed on:	8/5/04			SC 13D
	8/4/04	8		4
	6/10/04	3
	6/1/04	1	2
	5/26/04	6
	4/10/04	6
For Period End:	2/29/04	1	4	10-K, NT 10-K
	2/28/04	6
	2/25/04	4		8-K
	2/11/04	4		8-K
	8/31/03	6		10-Q
	8/15/03	6
	8/8/03	6
	8/4/03	6
	2/28/03	4	6	10-K, 8-K, NT 10-K, PRE 14A
	11/30/02	6		10-Q, 8-K, NT 10-Q
	7/16/02	6
	6/1/02	6
	5/1/02	5
	4/30/02	6		8-K
	4/22/02	6
	4/17/02	6		8-K
	4/4/02	6
	4/2/02	5
	3/7/02	5
	2/28/02	6		10-K, 10-K/A, 3, 4, 8-K, 8-K/A, NT 10-K
	2/2/02	5
	10/16/01	5
	5/7/01	5
	5/6/01	5
	2/28/01	6		10-K, 5, NT 10-K
	9/18/00	5
	8/31/00	6		10-Q, 3, 8-K
	6/29/00	5
	4/18/00	5
	3/27/00	5
	2/29/00	6		10-K, NT 10-K
	5/31/99	5		10-Q, NT 10-Q
	3/31/99	5
				List all Filings

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Filing Submission 0001044885-04-000047 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Premier Exhibitions, Inc. – ‘10-K/A’ for 2/29/04

On: Thursday, 8/5/04, at 5:24pm ET · For: 2/29/04 · Accession #: 1044885-4-47 · File #: 0-24452

Previous ‘10-K’: ‘10-K’ on 6/15/04 for 2/29/04 · Next: ‘10-K’ on 6/17/05 for 2/28/05 · Latest: ‘10-K’ on 5/29/15 for 2/28/15

Amendment to Annual Report — Form 10-KFiling Table of Contents

10-K/A — Amendment to Annual Report — form10k-aDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to Annual Report — Form 10-K
Filing Table of Contents

10-K/A — Amendment to Annual Report — form10k-a
Document Table of Contents