1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO. 3 (Mark One) [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 00-26363 -------- INTERNET PICTURES CORPORATION -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 52-2213841 ----------------------------- ----------------- State or other jurisdiction (IRS Employer incorporation or organization Identification No.) 1009 Commerce Park Drive Oak Ridge, Tennessee 37830 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (865) 482-3000 -------------- Securities registered pursuant to Section 12(b) of the Act: None. Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.001 par value -------------------------------------------------------------------------------- (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of the voting stock held by non-affiliates of the registrant as of March 1, 2001 was $39,397,685 (based on the average bid and ask price of $0.609). The number of shares outstanding of the registrant's common stock, $.001 par value, as of March 1, 2001 was 65,952,645. 2 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K. (c) This Form 10-K/A (Amendment No. 3) is being filed solely to update Exhibit 10.16 (which Exhibit was originally filed with the SEC on April 2, 2001) by adding Schedule 6.1 thereto because the Registrant no longer seeks confidential treatment for that schedule. Confidential treatment has been granted by the Securities and Exchange Commission for the redacted portions of Exhibit 10.16 hereto. Exhibit Number Description ------ ----------- 10.16* License Agreement dated January 12, 2001 between Internet Pictures Corporation and Homestore Virtual Tours, Inc. (Exhibit was originally filed with the SEC on April 2, 2001) * Confidential treatment with respect to certain portions of the exhibit has been granted by the Securities and Exchange Commission. 2 3 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. INTERNET PICTURES CORPORATION By: /s/ Donald W. Strickland ---------------------------------------- Donald W. Strickland President and Chief Executive Officer Date: August 7, 2001 Pursuant to the requirements 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 on the dates indicated. SIGNATURE TITLE DATE /s/ * Chairman of the Board and Chief August 7, 2001 ---------------------------------- Executive Officer James M. Phillips /s/ * President and Chief Operating August 7, 2001 ---------------------------------- Officer Donald W. Strickland /s/ * Chief Financial Officer (Chief August 7, 2001 ---------------------------------- Accounting Officer) John J. Kalec /s/ * Director August 7, 2001 ---------------------------------- Michael D. Easterly /s/ * Director August 7, 2001 ---------------------------------- John S. Hendricks /s/ * Director August 7, 2001 ---------------------------------- Laban P. Jackson, Jr. /s/ * Director August 7, 2001 ---------------------------------- John Moragne /s/ * Director August 7, 2001 ---------------------------------- John H. Trezevant *By: /s/ Donald W. Strickland ---------------------------------- Donald W. Strickland Power of Attorney 3