<PAGE>
 
                                   FORM 10-K
 
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549
 
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
   ACT OF 1934 (Fee Required)
 
  For the fiscal year ended ________________September 30, 1996_________________
                                         OR
[_]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  1-14234_________________________________________________
 
                         CARIBINER INTERNATIONAL, INC
--------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)
 
         Delaware                              13-3466655
-------------------------------------------------------------------------------
(State or other jurisdiction of   (I.R.S.)employer identification no.)
 incorporation or organization)

        16 West 61st Street, New York, NY                     10023
--------------------------------------------------------------------------------
    (Address of principal executive offices)               (Zip)code)
 
                              (212) 541-5300
--------------------------------------------------------------------------------
             (Registrant's telephone number, including area code)
 

          Securities Registered Pursuant to Section 12(b) of the Act:
 
        Title of each class               Name of exchange on which registered

 Common Stock, par value $0.01 per share         New York Stock Exchange
 ---------------------------------------    ------------------------------------

          Securities Registered Pursuant to Section 12(g) of the Act:
 
                                    None
--------------------------------------------------------------------------------
                               (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 Registration 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. [_]  
 
As of December 24, 1996, the aggregate market value of voting stock held by
non-affiliates of the registrant was $214,573,541.
 
As of December 24, 1996, the registrant had 9,613,654 shares of its common
stock, par value $0.01 per share, issued and outstanding.
 
                     DOCUMENTS INCORPORATED BY REFERENCE:
 
(1) portions of the registrant's definitive proxy statement (to be filed
    pursuant to Regulation 14A) for the 1997 Annual Meeting of Stockholders
    (the "Proxy Statement") are incorporated by reference into Part III
    hereof.
<PAGE>
 
                                    PART I
 
ITEM 1. BUSINESS
        --------
 
  Caribiner International, Inc. is a leading international producer of
meetings, events and training programs and a provider of related business
communications services that enable businesses to inform, sell to and train,
their sales forces, dealers, franchisees, partners, stockholders and
employees. As used herein, the terms "Caribiner" or "Company" refer to
Caribiner International, Inc. and its subsidiaries and the terms "fiscal
1994," "fiscal 1995," and "fiscal 1996" refer to the Company's fiscal years
ended September 30, 1994, 1995 and 1996.
 
  Business activities and events that generate a need for business
communications services include sales meetings, product launches, training and
education of employees and dealers, development of strategic and
organizational communications, conferences, stockholder meetings and other
executive management presentations that are used to convey important
information about the business and/or its products. These business
constituencies are not typically communicated with by public relations firms,
which assist a business in communications with or through the news media, or
advertising agencies, which create advertising and marketing campaigns to
communicate with consumers. Large-scale events and programs to communicate
essential corporate messages are often not part of a company's core businesses
because of the unique skills necessary to develop, produce and successfully
stage such events. As a result, many companies look to engage outside firms to
perform these functions. In addition, large corporate events tend not to occur
regularly, depending, for example, on timing of product roll-outs, changing
competitive environments and shifts in corporate strategy, which makes it
relatively costly to maintain the internal resources to create and execute
these events.
 
  The Company offers a wide range of business communications services,
including conceptualizing, planning and producing corporate meetings and
events and providing audio visual equipment rentals, sales and related staging
services for such meetings and events, developing training and educational
materials relating to new job skills, products, systems and organizational
processes, handling internal corporate communications and creating interactive
trade show exhibits. The Company believes it has benefited from a trend among
major corporations toward increased corporate outsourcing of meetings, events,
training and communications. These services can be delivered in all forms of
media, including film, interactive technologies (including CD-ROM), videotape,
slides, computer graphics and animation, print and multimedia.
 
RECENT ACQUISITIONS
 
  During fiscal 1994 and 1995, Caribiner completed five acquisitions and
acquired a contractual client relationship with a major corporation from
another business communications services provider. Three such acquisitions
were business communications services providers located in New York City,
which permitted the Company to expand its client base and secure the services
of experienced executive management personnel of the acquired businesses. In
addition, during such fiscal years, the Company also completed three other
transactions through which it increased its client base and expanded into new
geographic regions by the addition of offices in Los Angeles, Atlanta, Dallas
and Houston. The total initial purchase cost of the acquisitions completed in
fiscal 1994 and 1995 was $4.5 million and $4.3 million, respectively. Several
such acquisitions also provide for contingent payments following their
purchase based upon achievement of gross profits above specified target
levels.
 
  Effective as of January 1, 1996, the Company acquired substantially all of
the assets of Koors Perry & Associates, Inc. ("Koors Perry"), a regional
business communications services provider based in Atlanta, Georgia with
revenue of $8.9 million for the nine months ended September 30, 1995. The
Company has integrated Koors Perry with its Atlanta office and has used it as
a base from which to expand its presence in the southeastern U.S. In June,
1996, the Company acquired Lighthouse, Ltd. ("Lighthouse"), a leading
midwestern business communications services provider, with revenue of $10.4
million for the year ended December 31, 1995. The Company has integrated its
Chicago office with the Lighthouse headquarters in Rolling Meadows, Illinois
and has used it as a base from which to expand its presence in the midwestern
U.S. The acquisition of
 
                                       1
<PAGE>
 
Lighthouse resulted in the Company's establishing a relationship with, among
other clients, Motorola, Inc. Also in June, 1996, the Company acquired SCH
International Limited ("Spectrum"), a leading London-based producer of
meetings and events and provider of other business communications services
with a significant presence in the United Kingdom and Europe with revenue of
$20.5 million for the nine months ended March 31, 1996. The acquisition of
Spectrum allowed the Company to establish an international presence, resulted
in the Company's establishing a relationship with, among other clients, the
European division of a large domestic automobile manufacturer and will enable
it to serve the global needs of its domestic clients.
 
  In September, 1996, the Company acquired Total Audio Visual Services
("TAVS"), a leading provider of audio visual equipment rentals and related
staging services, including hotel audio visual outsourcing services in the
United States. The acquisition of TAVS enables the Company to offer its own
audio visual equipment and staging services for use at meetings and events
serviced by the Company and reduce the Company's reliance on third party
vendors. The Company also believes that since many TAVS' clients are hotel
properties whose business customers tend to book hotel facilities well in
advance of meetings and events, and often prior to contacting a business
communications services provider, it will have opportunities to benefit from
cross-referral of customers. TAVS reported revenue of $45.9 million for the
year ended December 31, 1995.
 
  The total initial purchase cost of the acquisitions completed during fiscal
1996 was approximately $43.9 million. Certain of such acquisitions also
included contingent payment provisions.
 
RECENTLY ANNOUNCED PURCHASE AGREEMENTS
 
  In December, 1996, the Company entered into a definitive agreement to
acquire all of the outstanding capital stock of Blumberg Communications Inc.
("Blumberg"), a provider of audio visual equipment rentals and sales,
production and staging services and hotel audio visual outsourcing services in
the upper mid-west and southern U.S. The consummation of the acquisition is
subject to certain closing conditions. Upon consummation of the acquisition,
the Company intends to integrate Blumberg's operations with its existing
operations and to expand its presence in the geographic regions which Blumberg
presently serves. Blumberg reported revenue of $42.3 million for the year
ended May 31, 1996.
 
  Also in December, 1996, the Company acquired all of the outstanding capital
stock of Rome Network, Inc. ("Rome"), a leading regional provider of business
communications services in the San Francisco area. The Company intends to
integrate Rome into its San Francisco office to expand and strengthen its
presence in the business communications services market in the geographic
areas which Rome presently serves.
 
SERVICES
 
  Caribiner offers a wide range of business communications services, including
conceptualizing, planning and producing corporate meetings and events,
developing training and educational materials relating to new job skills,
products, systems and organizational processes, handling internal corporate
communications and creating interactive trade show exhibits. The Company also,
through its TAVS division, provides audio visual equipment rentals and staging
services, as well as hotel audio visual outsourcing services.
 
  Specifically, Caribiner's services include:
 
  BUSINESS MEETINGS AND EVENTS that introduce new products, present newly
designed corporate strategies to targeted audiences or honor a company's
leading contributors.
 
  AUDIO VISUAL EQUIPMENT RENTAL AND STAGING SERVICES through its TAVS
division, which is the preferred in-house provider of audio visual equipment
rentals, sales and related staging services in approximately 70 hotel
properties located primarily in the southeastern U.S. and which also supplies
such equipment and services to production companies and corporations for use
at meetings, events and training programs.
 
  TRAINING PROGRAMS using interactive and technology-driven hardware designed
to improve employee productivity, in the areas of product knowledge, team
building, sales skills, personal skills and behavioral development.
 
 
                                       2
<PAGE>
 
  CORPORATE COMMUNICATIONS PROGRAMS used to disseminate management's message
to employees and others.
 
  EXHIBITS AND DISPLAYS, which involves the design and development of a
company's trade show exhibit or a visitor's center/lobby display.
 
CLIENTS
 
  Caribiner targets clients with large or potentially large recurring needs
for business communications services. Caribiner's client list covers a number
of industry sectors including automotive, information technology, insurance,
pharmaceuticals, financial services, fast food, lodging and petroleum.
 
  Caribiner's clients include ARAMARK, Eastman Kodak Corporation, Ford Motor
Co., Holiday Inn Worldwide, IBM, McDonald's Corporation, Parke-Davis, a
division of Warner Lambert, Schering-Plough, and Shell Oil Company. During
fiscal 1996, Ford Motor Co., IBM and State Farm Group accounted for
approximately 15%, 13% and 11%, respectively, of Caribiner's revenues. From
fiscal 1993 to fiscal 1996, the number of clients to whom the Company provided
services during the year grew from 65 to over 300.
 
  Caribiner's size and strategic focus on enhancing and establishing client
relationships with large or potentially large accounts permits it to dedicate
personnel to a single client to strengthen and build the relationship and
increase the opportunity for cross-selling to other divisions or departments
of the client. When the Company recognized significant opportunities to expand
relationships with Ford Motor Co. and IBM, management decided to increase
Company resources devoted to the servicing of these two accounts. Accordingly,
the Company maintains a Detroit facility with a total of 30 full-time
employees to service the business communications needs of numerous individual
buyers from the 21 Ford business units for whom Caribiner executed projects in
fiscal 1996. In addition, in July, 1995, Caribiner dedicated personnel and
facilities in its White Plains (NY) office to provide services to IBM on a
worldwide basis. Caribiner believes that the strategy it has followed with the
Ford Motor Co. and IBM to build and maintain these accounts can be utilized to
develop and build relationships with other clients having a significant need
for business communications services.
 
  Among the ways the Company seeks to differentiate itself to clients from
other providers of business communications services are by its customer
service, its breadth of creative and technical expertise, its ability to
execute programs successfully, with complete "back-up" system technology, its
demonstrated ability to produce a broad range of projects, large and small,
across a number of industries, its full range of business communications
services, its continuous investment in new technology and equipment, its size
and its international presence.
 
SALES AND MARKETING
 
  Historically, Caribiner has acquired new clients and marketed its services
primarily by cross-selling to existing clients, responding to requests for
proposals, pursuing client referrals, identifying prospects through research
of a potential client's business communications needs, actively marketing to
potential new customers and through acquisitions of other business
communications services providers. The Company solicits prospective accounts
through personal contacts by members of Caribiner's senior management as well
as through the Company's managers responsible for business development. When a
new account is established, the Company immediately assigns a sales executive
(an account manager) to the client to build the relationship and ensure that
the client's needs are being met, and to seek out further opportunities to
penetrate this account. The Company employs a full-time sales and marketing
staff of approximately 100 persons, and has dedicated a senior group of sales
and marketing executives to identify potential client relationship
opportunities and promote Caribiner's expertise and range of services.
Generally, account managers are assigned a number of different accounts which
may be comprised of a number of businesses or a number of divisions,
departments or groups within the same business.
 
 
                                       3
<PAGE>
 
OPERATIONS
 
  General. Each of the Company's regional offices is run by a general manager,
who is supported by sales executives (the account managers) who establish and
foster customer relationships; creative and technical personnel who direct
concept development, staging and execution of a project; and producers and
project managers who have ultimate responsibility for project execution, media
creation and theatrical staging of an event. In addition, the Company employs
on-site service representatives to serve TAVS' hotel properties. Each regional
office supplements its staff with independent contractors or part-time
employees where needed. Caribiner has long-standing relationships with
freelance contractors and part-time employees in various production and
creative disciplines, which gives it a competitive advantage in being able to
produce the highest quality events for its customers while keeping overhead
lower and utilizing resources more efficiently.
 
  Although each office focuses on serving the needs of clients located in its
geographic region, Caribiner's management emphasizes the coordination of
activities between offices and allocates, when necessary, resources from one
office in order to support another. This coordination of activities allows the
Company to serve its clients at a local level while at the same time providing
clients with resources and expertise of an international organization.
Caribiner has also centralized the accounting, finance, and information
technology functions of the Company in New York and Atlanta to minimize
overhead and administrative expense.
 
  Foreign Operations. In June, 1996, the Company acquired Spectrum, which has
a significant presence in the United Kingdom and Europe. Spectrum owns
Spectrum Communications Limited and Mark Wallace Associates Ltd. in London and
a joint venture interest in Spectrum Communications LLC in Dubai. In addition,
in June, 1996, the Company opened its Hong Kong office, primarily to better
serve its international clients in the Pacific Rim. During fiscal 1996, the
Company's foreign operations generated revenue of $7.0 million and an
operating loss of $0.1 million and at September 30, 1996 had identifiable
assets, including goodwill, of $16.2 million. Such financial information
reflects only four months of foreign operations, and the Company expects that
its foreign operations will be more material in the future.
 
EMPLOYEES
 
  As of December 13, 1996, Caribiner employed 818 full-time employees, of
which 711 employees were located domestically and 107 were located
internationally.
 
  The Company has no collective bargaining or similar agreements with unions;
however, the Company does from time to time independently contract with or
hire part-time union personnel, especially during the production of a
particular meeting or event. Over the course of any given project period, the
Company evaluates the production personnel requirements and determines the
extent to which it must supplement its available employee base with the use of
freelance contractors or part time employees. Depending on the timing and
specific requirements of the events and the number of overlapping events in
any given planning period, the use of freelance contractors and part time
employees can vary significantly. The Company considers its relations with its
full-time employees, part-time employees and independent contractors to be
good.
 
COMPETITION
 
  Although no firm data exists with respect to the size of the business
communications services industry and the number and size of competitors within
the industry, management believes, based on its experience in the industry,
that the business communications services industry is highly fragmented.
Caribiner believes that no one participant or small number of participants is
dominant in the industry and that its competitors consist primarily of small,
generally regional firms which provide a limited range of services, although
there are several participants in the industry whose business, like that of
Caribiner, is full service in scope. Management believes that certain
competitors have capabilities and resources comparable to and in certain
respects greater than those of the Company. Caribiner also competes with in-
house communications staffs of existing and potential clients.
 
 
                                       4
<PAGE>
 
  Management believes that the competitive factors most important in the
business communications services industry are organizational breadth,
creative, production and technical expertise, demonstrated ability to execute
projects, range of services offered, range of industries serviced, size,
geographical presence and price.
 
  The Company believes its principal strengths are the depth of its creative
and production talent, its ability to consistently meet its clients'
objectives and expectations, its focus on quality and customer service and its
ability to manage effectively and reliably several complex, large-scale
projects contemporaneously. The Company believes it is at a competitive
disadvantage in certain regions where it does not have local offices.
 
ITEM 2. PROPERTIES
        ----------
 
  Caribiner's corporate headquarters and New York office are located in leased
offices occupying approximately 40,000 square feet at 16 West 61st Street, New
York, New York 10023-7604. The lease for the Company's headquarters expires in
2000. The Company is presently reviewing expansion into additional space which
it expects to require as it grows, but has not entered into any commitments.
 
  The Company also leases offices in Atlanta, Boston, Columbia (MD), Columbia
(SC), Dallas, Detroit, Houston, Los Angeles, Orlando, Rolling Meadows (IL),
San Francisco and White Plains (NY) in the U.S. and in London, Dubai and Hong
Kong. The Company leases warehouse space in Atlanta, Chicago, Dallas, North
Bergen (NJ), Orlando, Columbia (MD) and Columbia (SC). The terms of the leases
expire between 1997 and 2011. The Company anticipates that as it expands, it
will require additional office space to support such growth and believes that
suitable additional or alternative space will be available as needed.
 
ITEM 3. LEGAL PROCEEDINGS
        -----------------
 
  From time to time, the Company is involved in litigation incidental to its
business. In the opinion of the Company, no such litigation has had or is
likely to have a material adverse effect on the Company's results of
operations, financial condition or liquidity.
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
        ---------------------------------------------------
 
  None.
 
ITEM 4A. EXECUTIVE OFFICERS AND DIRECTORS OF THE COMPANY
         -----------------------------------------------

 
<TABLE>
<CAPTION>
             NAME               AGE                    POSITION
             ----               ---                    --------
<S>                             <C> <C>
Raymond S. Ingleby.............  33 Chairman of the Board and Chief Executive
                                     Officer of Caribiner International, Inc.
Arthur F. Dignam...............  50 Executive Vice President and Chief Financial
                                     and Administrative Officer of Caribiner
                                     International, Inc.
Mark M. Cohen..................  49 Executive Vice President of Caribiner
                                     International, Inc. and President of
                                     Caribiner Communications
Lawrence P. Golen..............  39 Executive Vice President of Caribiner
                                     International, Inc. and President of Total
                                     Audio Visual Services
Brian Shepherd.................  39 Executive Vice President, Strategic Planning
                                     and International Operations, of Caribiner
                                     International, Inc.
Errol M. Cook..................  57 Director
Bryan D. Langton...............  60 Director
Sidney Lapidus.................  59 Director
David E. Libowitz..............  33 Director
</TABLE>
 
                                       5
<PAGE>
 
  RAYMOND S. INGLEBY has been a director and Chief Executive Officer of the
Company since its formation in 1989, and Chairman since June, 1993. From 1988
through 1993, Mr. Ingleby served as Chairman and Chief Executive Officer of
Ingleby Communications Corporation ("ICC"), which he founded in 1988. In 1985,
Mr. Ingleby, a British citizen, founded his own advertising company that was
engaged in the installation of advertising displays in hotels, which he sold
in 1988.
 
  ARTHUR F. DIGNAM has been Executive Vice President and Chief Financial
Officer of the Company since February, 1994 and Chief Administrative Officer
since November, 1995. Prior to joining Caribiner, Mr. Dignam worked as an
independent consultant from August, 1993 to January, 1994, and was Vice
President and Chief Financial Officer for Panavision International, the
privately-held predecessor to Panavision Inc., a company that manufactures
high quality cameras and accessories for the film and television industry,
from February, 1989 to July, 1993. Prior thereto, Mr. Dignam served as chief
financial officer in both the news division and operations and technical
services division of the National Broadcasting Company.
 
  MARK M. COHEN has been Executive Vice President of the Company and President
of Caribiner Communications since November, 1995. Mr. Cohen joined Caribiner
in November, 1993 as Executive Vice President of Caribiner, Inc. and General
Manager of its New York office. Prior to joining Caribiner, Mr. Cohen served
in various general management positions with Maritz Inc., a marketing service
and performance improvement company, from June, 1976 to November, 1993.
 
  LAWRENCE P. GOLEN has been Executive Vice President of the Company and
President of TAVS since October, 1996, when he joined Caribiner after its
acquisition of TAVS from General Electric Capital Computer Leasing Corporation
("GECCLC"). Prior thereto, Mr. Golen served as General Manager of TAVS from
September, 1994 to October, 1996 and as General Manager of the Test Equipment
Management Services division of GECCLC from May, 1994 to October, 1996. Prior
thereto, Mr. Golen served as Vice President-Marketing and Sales of Douglas
Manufacturing from January, 1993 to April, 1994 and Regional Marketing
Director of GE Plastics from November, 1991 to December, 1993.
 
  BRIAN SHEPHERD has been Executive Vice President, Strategic Planning and
International Operations, of Caribiner International, Inc. since November,
1995. Mr. Shepherd joined the Company as Vice President of Caribiner, Inc. and
General Manager of its Atlanta office in July, 1995. Mr. Shepherd was formerly
President and Chief Executive Officer of Imagination (USA) Inc., a subsidiary
of Imagination, UK, a large European-based business communications company,
from December, 1992 to July, 1995. Previously, he had been Managing Director
of the London office of Imagination, UK.
 
  ERROL M. COOK has been a director of the Company since June, 1992. Mr. Cook
has been a Managing Director of E.M. Warburg, Pincus & Co., Inc. ("EMW") since
March, 1991. Mr. Cook serves on the board of directors of certain privately
held companies.
 
  BRYAN D. LANGTON has been a director of the Company since April, 1996. Mr.
Langton has been the Chairman Emeritus of Holiday Inn Worldwide, a subsidiary
of Bass plc, since December, 1996. Prior thereto Mr. Langton served as
Chairman and Chief Executive Officer of Holiday Inn Worldwide and Holiday Inn,
Inc. from February, 1990 to December, 1996. Mr. Langton serves on the board of
directors of Bass plc.
 
  SIDNEY LAPIDUS has been a director of the Company since June, 1992. Mr.
Lapidus is a Managing Director of EMW. Mr. Lapidus has been with EMW or its
predecessor since 1967. Mr. Lapidus serves on the board of directors of
Renaissance Communications Corp., Pacific Greystone Corporation and Panavision
Inc., as well as several privately held companies.
 
  DAVID E. LIBOWITZ has been a director of the Company since June, 1992. Mr.
Libowitz has served as a Vice President of Warburg, Pincus Ventures, Inc., the
venture banking subsidiary of EMW, since January, 1995 and has been associated
with EMW since July, 1991. Mr. Libowitz serves on the board of directors of
certain privately held companies.
 
                                       6
<PAGE>
 
                                    PART II
 
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
        ---------------------------------------------------------------------
 
  The Common Stock is listed on the New York Stock Exchange under the symbol
"CWC." The following table sets forth on a per share basis, for the periods
indicated, the high and low sales prices of the Common Stock as reported by
the New York Stock Exchange. The Common Stock was not publicly traded prior to
March 11, 1996, the date of its initial public offering. The number of
stockholders of record of Common Stock on December 1, 1996 was 73.
 
<TABLE>
<CAPTION>
                                                                  PRICE RANGE
                                                                ---------------
                                                                 HIGH     LOW
                                                                ------- -------
      <S>                                                       <C>     <C>
      Fiscal 1996:
        Second Quarter (from March 11, 1996)................... $26 7/8 $21 1/8
        Third Quarter..........................................  36 3/4  24 1/2
        Fourth Quarter.........................................  43      28
</TABLE>
 
  The Company has not paid any dividends with respect to the Common Stock. The
Company presently intends to retain future earnings to finance its growth and
development and therefore does not anticipate any cash dividends in the
foreseeable future. Payment of future dividends, if any, will depend upon
future earnings and capital requirements of the Company and other factors
which the Board of Directors considers appropriate.
 
  The Company issued and sold the following unregistered securities during
fiscal 1996:
 
    1. In November, 1995, the Company issued and sold an aggregate of 87,210
  shares of Non-Voting Common Stock, par value $0.01 per share (the "Non-
  Voting Common Stock"), to 35 officers and employees of the Company for an
  aggregate purchase price of $130,625 in cash pursuant to award agreements
  under the Management Stock Plan. (The Management Stock Plan was terminated
  and all such shares of Non-Voting Common Stock were converted, without any
  action on the part of the holders thereof, into shares of Common Stock upon
  consummation of the IPO on March 15, 1996.)
 
    2. In April, 1996, the Company granted to an employee options to purchase
  2,500 shares of Common Stock at an exercise price per share of $25.6875
  pursuant to a stock option agreement under the Company's 1996 Stock Option
  Plan. Pursuant to the terms of such stock option agreement, one-third of
  such options vest and become exercisable in April, 1997; one-third of such
  options vest and become exercisable in April, 1998, and one-third of such
  options vest and become exercisable in April, 1999.
 
    3. In June, 1996, the Company issued and sold an aggregate of 31,821
  shares of Common Stock to Mark P. Fitzgerald, Warren F. Moore II and
  Richard C. Hunt in connection with the purchase of substantially all of the
  assets, and the assumption of certain of the liabilities, of Lighthouse.
 
    4. In July, 1996, the Company granted to 112 employees options to
  purchase an aggregate of 140,000 shares of Common Stock at an exercise
  price per share of $28.875 pursuant to stock option agreements under the
  Company's 1996 Stock Option Plan. Pursuant to the terms of such stock
  option agreements, one-third of such options vest and become exercisable in
  July, 1997; one-third of such options vest and become exercisable in July,
  1998, and one-third of such options vest and become exercisable in July,
  1999.
 
    5. In September, 1996, the Company granted to two employees options to
  purchase an aggregate of 8,900 shares of Common Stock at an exercise price
  of $40.375 per share pursuant to stock option agreements under the
  Company's 1996 Stock Option Plan. Pursuant to the terms of such stock
  option agreements, options to purchase 1,600 shares of Common Stock are
  presently exercisable. In addition, pursuant to the terms of such stock
  option agreements, options to purchase the remaining 7,300 shares vest and
  become exercisable one-third in September, 1997, one-third in September,
  1998, and one-third in
 
                                       7
<PAGE>
 
  September, 1999; provided, however, that options to purchase 4,800 of such
  7,300 shares vest and become exercisable only upon the satisfaction of
  certain performance criteria to be established by the Board of Directors of
  the Company.
 
  There were no underwriters employed in connection with any of the
transactions set forth above.
 
  The transactions described above were effected in reliance upon an exemption
from the registration requirements of the Securities Act of 1933, as amended,
on the basis that such transactions did not involve any public offering. The
recipients of securities in each such transaction represented their intentions
to acquire the securities for investment only and not with a view to sell or
offer for sale the securities in connection with any distribution thereof and
appropriate legends were affixed to the securities issued in such
transactions.
 
                                       8
<PAGE>
 
ITEM 6. SELECTED FINANCIAL DATA
        -----------------------
 
                            SELECTED FINANCIAL DATA
                       (IN THOUSANDS, EXCEPT SHARE DATA)
 
  The historical selected financial data presented below as of and for the
fiscal years ended September 30, 1992, 1993, 1994, 1995 and 1996, are derived
from, and are qualified by reference to, the financial statements that have
been audited by Ernst & Young LLP, independent auditors. The data presented
below should be read in conjunction with the Company's financial statements
and related notes thereto and other information included elsewhere in this
Form 10-K.
 
<TABLE>
<CAPTION>
                                         YEAR ENDED SEPTEMBER 30,
                               ------------------------------------------------
                               1992(a)     1993      1994      1995      1996
                               --------  --------  --------  --------  --------
<S>                            <C>       <C>       <C>       <C>       <C>
STATEMENT OF OPERATIONS DATA:
Revenue......................  $ 21,760  $ 50,107  $ 59,174  $ 81,131  $148,330
Cost of revenue..............    15,767    34,907    39,724    54,312    99,797
                               --------  --------  --------  --------  --------
Gross profit.................     5,993    15,200    19,450    26,819    48,533
Selling, general and
 administrative expenses.....     7,321    12,551    14,349    19,306    30,442
Non-cash compensation
 expense(b)..................       --        --        --        --      1,072
Depreciation and
 amortization................     3,064     3,852     2,137     2,330     3,142
Write-off of certain
 intangibles(c)..............       --      4,614       --        --        --
                               --------  --------  --------  --------  --------
Total operating expenses.....    10,385    21,017    16,486    21,636    34,656
                               --------  --------  --------  --------  --------
Operating income (loss)......    (4,392)   (5,817)    2,964     5,183    13,877
Interest expense with related
 parties.....................       345     1,435     2,107     2,234     1,199
Interest expense, other......       173       222       502     1,259       387
                               --------  --------  --------  --------  --------
Income (loss) before taxes...    (4,910)   (7,474)      355     1,690    12,291
Provision for taxes..........        63        23        62       264     4,302
                               --------  --------  --------  --------  --------
Net income (loss)............    (4,973)   (7,497)      293     1,426     7,989
Preferred stock dividends(d).      (120)     (517)     (582)     (655)     (327)
                               --------  --------  --------  --------  --------
Net income (loss) available
 to common stockholders......  $ (5,093) $ (8,014) $   (289) $    771  $  7,662
                               ========  ========  ========  ========  ========
Pro forma net income per common share(e).......    $   0.30  $   0.49  $   1.05
                                                   ========  ========  ========
<CAPTION>
                                           AS OF SEPTEMBER 30,
                               ------------------------------------------------
                                 1992      1993      1994      1995      1996
                               --------  --------  --------  --------  --------
<S>                            <C>       <C>       <C>       <C>       <C>
BALANCE SHEET DATA:
Working capital (deficit)....  $ (1,229) $ (1,349) $ (1,452) $    352  $  5,451
Total assets.................    27,852    15,182    31,266    45,298   126,321
Total debt, including accrued
 interest....................    13,937    19,223    24,531    34,175    22,839
Stockholders' equity.........    (1,273)  (12,269)  (13,249)  (12,434)   53,467
</TABLE>
 
                     See Notes to Selected Financial Data
 
                                       9
<PAGE>
 
                        NOTES TO SELECTED FINANCIAL DATA
 
(a) Prior to August, 1993, the Company was wholly-owned by ICC and comprised
    substantially all of the operations of ICC. On June 30, 1992, the Company
    completed a private placement of securities to Warburg, Pincus, Investors,
    L.P., the proceeds from which were used in part to acquire Caribiner, Inc.
    On August 3, 1993, ICC was merged into a wholly-owned subsidiary of the
    Company.
 
(b) Non-cash compensation expense for the year ended September 30, 1996 of $1.1
    million (or $0.08 per share) resulting primarily from the vesting of non-
    voting common stock issued at a price lower than its fair market value
    under the 1993 Management Stock Plan, which was terminated upon
    consummation of the Company's initial public offering (the "Initial Public
    Offering") of shares of Common Stock in March, 1996.
 
(c) Reflects adjustment to net realizable value of certain intangibles,
    principally module and film libraries acquired in purchase business
    transactions.
 
(d) All preferred stock was converted into Common Stock in connection with the
    Initial Public Offering.
 
(e) Pro forma net income per common share is calculated using the weighted
    average number of shares of Common Stock outstanding during the period,
    plus Common Stock issued pursuant to the Management Stock Plan and warrants
    to purchase Common Stock issued at prices below the Initial Public Offering
    price of $17.00 per share during the twelve months immediately preceding
    December 15, 1995 (the initial filing date of the Registration Statement
    relating to the Initial Public Offering), assuming such Common Stock was
    outstanding for all periods presented. In addition, pro forma net income
    per common share assumes conversion of the Company's 11.5% Convertible
    Promissory Note (the "Convertible Note") and the conversion of all
    outstanding shares of preferred stock into shares of Common Stock (which,
    in each case, occurred on March 15, 1996) as if such conversions occurred
    on October 1, 1994. Accordingly, pro forma net income per common share
    reflects adjustments to eliminate interest expense incurred on the
    Convertible Note during each of fiscal 1994, fiscal 1995 and fiscal 1996,
    and to eliminate accrued preferred stock dividends.
 
 
                                       10
<PAGE>
 
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        ---------------------------------------------------------------
        RESULTS OF OPERATIONS
        ---------------------
 
  Certain statements contained herein are forward-looking statements that are
made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements involve known and
unknown risks and uncertainties which may cause the Company's actual results
in future periods or plans for future periods to differ materially from what
is currently anticipated. Those risks include, among others, general
competitive factors, the Company's ability to successfully complete and
integrate its acquisitions and to implement operational improvements in its
acquired businesses and the seasonality and episodic nature of the Company's
business.
 
RESULTS OF OPERATIONS
 
FISCAL 1996 COMPARED TO FISCAL 1995
 
  Revenue. Revenue increased $67.2 million, or 83%, from $81.1 million in
fiscal 1995 to $148.3 million in fiscal 1996. The increase resulted primarily
from expanded activities for certain existing clients, projects for new
clients and the acquisition of other business communications services
providers. Contributing to the increase were sales meetings in connection with
a triennial event held by an insurance client, a product launch for an
existing pharmaceutical client, a franchisee meeting for a new food services
client and increased business from both existing clients and clients developed
through acquisitions.
 
  Gross profit. Gross profit increased 81% from $26.8 million in fiscal 1995
to $48.5 million in fiscal 1996, primarily as a result of the revenue growth
described above. Gross profit as a percentage of revenue decreased slightly to
32.7% in fiscal 1996 from 33.1% in fiscal 1995.
 
  Selling, general and administrative expenses. Selling, general and
administrative expenses increased $11.1 million or 58% from $19.3 million in
fiscal 1995 to $30.4 million in fiscal 1996. Salaries and related costs
increased $6.9 million resulting primarily from the addition of new offices
and personnel resulting from acquisitions and in support of other revenue
growth, as well as normal inflationary increases. Other general and
administrative expenses increased $2.6 million resulting from the Company's
overall growth. Direct selling expenses increased $1.6 million to support
revenue growth. Selling, general and administrative expenses as a percentage
of revenue declined from 23.8% in fiscal 1995 to 20.5% in fiscal 1996 as
revenue increased more rapidly than such expenses. The Company also recorded a
non-recurring non-cash compensation expense of $1.1 million resulting from the
vesting of common stock sold pursuant to the Company's management stock plan
at a price lower than its fair market value.
 
  Depreciation and amortization. Depreciation and amortization expense
increased $0.8 million from $2.3 million in fiscal 1995 to $3.1 million in
fiscal 1996. This increase was primarily due to the purchase of computer
equipment, fixed assets acquired through acquisitions and goodwill resulting
from such acquisitions.
 
  Interest expense. Interest expense with related parties decreased by $1.0
million from fiscal 1995 to fiscal 1996 due to the repayment and conversion of
debt as of March 15, 1996 in connection with the Initial Public Offering.
Other interest expense, net, decreased by $0.9 million from fiscal 1995 to
fiscal 1996 due to a lower average borrowing level, the repayment of
outstanding balances as of March 15, 1996 in connection with the Initial
Public Offering, and interest income earned on the proceeds from the Initial
Public Offering.
 
  Income before taxes. Income before taxes increased from $1.7 million in
fiscal 1995 to $12.3 million in fiscal 1996 as revenue growth from internal
business and acquired businesses contributed to the improved earnings of the
Company.
 
  Provision for taxes. The provision for taxes as a percentage of income
before taxes was 35.0% and 15.6% for fiscal 1996 and fiscal 1995,
respectively. The increase in the effective rate is due primarily to income
before tax in excess of the utilization of available net operating loss
carryforwards which are not subject to limitations. Beginning with the fiscal
year ending September 30, 1997, the Company expects to reflect an effective
tax rate in accordance with statutory tax rates as adjusted for book/tax
differences such as nondeductible expenses.
 
                                      11
<PAGE>
 
  Net income. Net income increased to $8.0 million in fiscal 1996 from net
income of $1.4 million in fiscal 1995, for the reasons set forth in the
preceding paragraphs. Pro forma net income per common share increased in
fiscal 1996 to $1.05 from $0.49 in fiscal 1995. Excluding the effect of the
non-recurring non-cash compensation charge of $1.1 million, pro forma net
income per common share would have been $1.13 for fiscal 1996.
 
FISCAL 1995 COMPARED TO FISCAL 1994
 
  Revenue. Revenue increased 37.1% from $59.2 million in fiscal 1994 to $81.1
million in fiscal 1995. Higher revenue from the Ford Motor Co. accounted for
approximately two-thirds of the revenue increase. Increased revenue from
clients in the information technology sector contributed approximately 25% of
the increase.
 
  Gross profit. Gross profit increased 37.9% from $19.5 million in fiscal 1994
to $26.8 million in fiscal 1995. The $7.4 million increase resulted primarily
from the revenue growth described in the preceding paragraph. Gross profit as
a percentage of revenue rose slightly from 32.9% to 33.1%.
 
  Selling, general and administrative expenses. Selling, general and
administrative expenses increased 34.5% from $14.3 million in fiscal 1994 to
$19.3 million in fiscal 1995. Salaries and related costs increased $3.1
million primarily as a result of acquisition, new office openings and
additional personnel in connection with the Company's growth as well as annual
inflationary increases. Direct selling expenses increased $0.4 million to
support revenue growth. In addition, other general and administrative expenses
for new and additional offices increased $1.5 million. Selling, general and
administrative expenses as a percentage of revenue declined from 24.3% in
fiscal 1994 to 23.8% in fiscal 1995.
 
  Depreciation and amortization. Depreciation and amortization expense
increased by $0.2 million from fiscal 1994 to fiscal 1995 due primarily to the
purchase of computer equipment and goodwill from acquisitions.
 
  Interest expense. Interest expense with related parties increased $0.1
million in fiscal 1995 from fiscal 1994 due to compounding. Other interest
expense increased $0.8 million due to higher borrowing under the Company's
bank facility to fund acquisitions, office expansions and increased working
capital requirements.
 
  Income before taxes. Income before income taxes increased from $0.4 million
in fiscal 1994 to $1.7 million in fiscal 1995 as revenue growth both from
internal business as well as acquired businesses contributed to the improved
earnings of the Company.
 
  Provision for taxes. The provision for taxes in fiscal 1995 reflects
federal, state and local minimum taxes after benefit from the utilization of
net operating loss carryforwards. The provision for taxes in fiscal 1994
reflects state and local minimum taxes.
 
  Net income. Net income increased to $1.4 million in fiscal 1995 from net
income of $0.3 million in fiscal 1994, for the reasons set forth in the
preceding paragraphs.
 
LIQUIDITY AND CAPITAL RESOURCES
 
  The Company has financed its operations primarily through internal cash flow
and bank financing, including the Company's new financing facilities, its
recently replaced line of credit (the "1994 Line of Credit") and its recently
replaced term facility (the "1994 Term Facility") (as further described
below). These sources of funds have been used to fund the Company's efforts to
grow both internally and through acquisitions.
 
  The 1994 Line of Credit provided the Company with funds to handle working
capital requirements and the 1994 Term Facility was used primarily to finance
acquisitions. As of September 30, 1996, $6.0 million was outstanding under the
1994 Line of Credit and $15.0 million was outstanding under the 1994 Term
Facility. As
 
                                      12
<PAGE>
 
of September 30, 1996, each of the 1994 Line of Credit and the 1994 Term
Facility bore interest at the rate of 9.25% per annum, which was 1% over the
lender's prime rate. On December 4, 1996, the Company entered into a new loan
agreement with a syndicate of banks pursuant to which the Company increased
its aggregate available bank financing from $27 million to $100 million,
consisting of a $75 million six year reducing revolving credit facility (the
"Reducing Revolver") to be utilized in connection with the financing of
acquisitions and a $25 million six year revolving line of credit (the
"Revolving Line" and together with the Reducing Revolver, the "1996
Facilities"). Amounts outstanding under the 1994 Line of Credit and 1994 Term
Facility were repaid with proceeds from the 1996 Facilities. The maturity date
of each of the 1996 Facilities is December 31, 2002. Interest on outstanding
amounts under the 1996 Facilities is payable quarterly in arrears and, at the
option of the Company, interest accrues at either (i) LIBOR plus an applicable
margin or (ii) an alternate base rate based on the greatest of (a) the agent
bank's prime rate, (b) the three month secondary certificate of deposit rate
and (c) the federal funds rate. The interest rate will increase by 2.0% if
principal or interest is not paid when due (after applicable grace periods).
Pursuant to the terms of the 1996 Facilities, the Company is required to
reduce outstanding amounts under the Revolving Line to less than $5.0 million
for a period of not less than 30 days during every 12-month period commencing
on December 4, 1996.
 
  The following table sets forth certain information from the Company's
Consolidated Statement of Cash Flows for the periods indicated:
 
<TABLE>
<CAPTION>
                                                              YEAR ENDED 
                                                            SEPTEMBER 30,
                                                        -----------------------
                                                         1994    1995    1996
                                                        ------  ------  -------
                                                           (IN THOUSANDS)
<S>                                                     <C>     <C>     <C>
Net cash provided by (used in):
 Operating activities.................................. $2,872  $  442  $ 4,887
 Investing activities.................................. (6,601) (7,758) (43,832)
 Financing activities..................................  3,572   7,256   47,078
</TABLE>
 
  In fiscal 1994, the Company generated $2.9 million from its operating
activities. Net income plus depreciation and amortization provided $2.4
million. The net change in working capital provided $0.5 million, with
increases in accounts receivable resulting from increased revenue being more
than offset by increases in accounts payable, deferred income and accrued
liabilities. Investing activities required $6.6 million as a result of the
acquisition of businesses, purchase of property and equipment and additional
payments in connection with the merger with ICC. Financing activities provided
$3.6 million through use of the 1994 Line of Credit and 1994 Term Facility.
 
  In fiscal 1995, the Company generated approximately $0.4 million from
operating activities compared to $2.9 million in fiscal 1994. The decrease was
the result of higher working capital requirements resulting from expansion of
operating activities and revenue growth. Investing activities included the
purchase of property and equipment and acquisitions of intangibles and
businesses that required approximately $7.8 million. Financing activities
provided approximately $7.3 million through use of the 1994 Line of Credit and
1994 Term Facility.
 
  In fiscal 1996, the Company generated $7.3 million from its operating
activities. Net income plus depreciation and amortization and the non-cash
compensation expense described above provided $12.2 million. The net change in
working capital used $7.3 million, with increases in accounts receivable,
prepaid expenses and other current assets as well as a decrease in accrued
interest payable, offset by a net increase in accrued expenses and accounts
payable. Investing activities required $46.2 million, resulting primarily from
the acquisition of businesses and the purchase of equipment. Financing
activities provided approximately $47.1 million, of which an aggregate of
$44.3 million of net proceeds were received in fiscal 1996 from the issuance
of Common Stock and the exercise of warrants to purchase Common Stock, $18.0
million was provided by the 1994 Term Loan and net proceeds of $1.8 million
were provided by the 1994 Line of Credit. Such amounts were offset by $16.9
million used to repay certain outstanding bank borrowings and substantially
all other long-term indebtedness, and pay accrued preferred stock dividends.
In addition, $0.2 million was used to repurchase Common Stock in fiscal 1996.
 
 
                                      13
<PAGE>
 
  Capital expenditures were $2.2 million in fiscal 1996 and $1.6 million in
each of fiscal 1995 and fiscal 1994, with the purchase of additional personal
computers and expanded capabilities for the computer system accounting for the
largest areas of expenditure. The Company believes that capital expenditure
requirements will increase to approximately $9.0 million in fiscal 1997
(including Blumberg's anticipated capital expenditure requirements, but
excluding capital expenditure requirements of any additional businesses
acquired) primarily as a result of planned investments in audio visual and
staging equipment.
 
QUARTERLY RESULTS
 
  The following table sets forth the unaudited quarterly results of operations
for each of the quarters in fiscal 1995 and fiscal 1996. In management's
opinion, this unaudited quarterly information includes all adjustments which
are necessary for a fair presentation of the information for the quarters
presented. The operating results in any quarter are not necessarily indicative
of the results which may be expected for any other interim period.
 
<TABLE>
<CAPTION>
                                    FISCAL 1995                      FISCAL 1996
                          -------------------------------- --------------------------------
                            1ST      2ND     3RD     4TH     1ST      2ND     3RD     4TH
                          QUARTER  QUARTER QUARTER QUARTER QUARTER  QUARTER QUARTER QUARTER
                          -------  ------- ------- ------- -------  ------- ------- -------
                                                  (IN THOUSANDS)
<S>                       <C>      <C>     <C>     <C>     <C>      <C>     <C>     <C>
Revenue.................  $11,399  $19,045 $21,641 $29,046 $20,407  $31,220 $48,150 $48,553
Gross profit............    3,912    5,861   7,528   9,518   7,066   10,190  15,576  15,701
Operating income (loss).   (1,143)     938   2,242   3,146     (87)   1,576   6,556   5,830
Net income (loss).......   (1,593)      91   1,127   1,801    (898)     643   4,408   3,836
</TABLE>
 
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
        ------------------------------------------- 
 
                                      14
<PAGE>
 
                         CARIBINER INTERNATIONAL, INC.
 
                       CONSOLIDATED FINANCIAL STATEMENTS
 
                                     INDEX
 
<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
Report of Independent Auditors.............................................  16
Consolidated Balance Sheets as of September 30, 1995 and 1996..............  17
For the Years Ended September 30, 1994, 1995 and 1996:
  Consolidated Statements of Operations....................................  18
  Consolidated Statements of Cash Flows....................................  19
  Consolidated Statements of Changes in Stockholders' (Deficit) Equity.....  20
  Notes to Consolidated Financial Statements...............................  21
</TABLE>
 
                                       15
<PAGE>
 
                        REPORT OF INDEPENDENT AUDITORS
 
To the Stockholders and Board of Directors
Caribiner International, Inc.
 
  We have audited the accompanying consolidated balance sheets of Caribiner
International, Inc. (the "Company") as of September 30, 1995 and 1996, and the
related consolidated statements of operations, stockholders' equity (deficit)
and cash flows for each of the three years in the period ended September 30,
1996. 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 in accordance with generally accepted auditing
standards. Those standards 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. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
 
  In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of the Company
at September 30, 1995 and 1996 and the consolidated results of its operations
and its cash flows for each of the three years in the period ended September
30, 1996, in conformity with generally accepted accounting principles.
 
                                          /s/ Ernst & Young LLP
 
New York, New York
December 6, 1996
Except for Note 15 as to which the date  
  is December 20, 1996
 
                                      16
<PAGE>
 
                         CARIBINER INTERNATIONAL, INC.
 
                          CONSOLIDATED BALANCE SHEETS
 
<TABLE>
<CAPTION>
                                                         SEPTEMBER 30,
                                                    -------------------------
                                                       1995          1996
                                                    -----------  ------------
<S>                                                 <C>          <C>
                      ASSETS
                      ------
CURRENT ASSETS:
Cash and cash equivalents.......................... $   212,612  $  8,431,777
Trade accounts receivable, net of allowance for
 doubtful accounts of
 $81,600 in 1995 and $304,860 in 1996..............  22,920,679    36,201,774
Deferred charges...................................   3,804,858     8,989,410
Prepaid expenses and other current assets..........     607,494     3,394,951
                                                    -----------  ------------
    TOTAL CURRENT ASSETS...........................  27,545,643    57,017,912
Property and equipment, net........................   6,383,975    21,180,982
Goodwill, net......................................  10,288,503    46,681,520
Other intangibles, net.............................     340,251     1,041,280
Other assets.......................................     740,040       399,696
                                                    -----------  ------------
    TOTAL ASSETS................................... $45,298,412  $126,321,390
                                                    ===========  ============
  LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
  ----------------------------------------------
CURRENT LIABILITIES:
Bank line of credit................................ $ 4,220,000  $  6,000,000
Current portion of long-term debt..................   4,677,054       648,696
Trade accounts payable.............................   4,581,165     7,529,536
Accrued expenses and other current liabilities.....   3,471,233    12,698,716
Accrued production costs...........................   3,483,084    11,355,416
Deferred income....................................   6,761,589    13,334,965
                                                    -----------  ------------
    TOTAL CURRENT LIABILITIES......................  27,194,125    51,567,329
Long-term debt.....................................   7,147,675    16,189,922
Convertible Note including accrued interest........  17,346,397           --
Deferred income....................................   3,275,023     5,007,183
Accrued preferred stock dividends..................   1,874,135           --
Other liabilities..................................     895,288        89,573
                                                    -----------  ------------
    TOTAL LIABILITIES..............................  57,732,643    72,854,007
STOCKHOLDERS' (DEFICIT) EQUITY:
Preferred stock, $.01 par value:
1,150,000 shares authorized, 450,000 shares issued
 and outstanding at 1995; 2,000,000 shares autho-
 rized, none issued and outstanding at 1996........       4,500           --
Common stock, $.01 par value:
12,330,000 voting shares authorized and 685,000
 non-voting shares authorized, 1,924,240 voting
 shares and 577,239 non-voting shares issued and
 outstanding at 1995; 40,000,000 voting shares au-
 thorized, 9,598,159 shares issued and
 outstanding at 1996...............................      25,015        95,982
Additional paid-in capital.........................   1,945,272    60,032,954
Translation adjustment.............................         --         85,723
Accumulated deficit................................ (14,409,018)   (6,747,276)
                                                    -----------  ------------
    TOTAL STOCKHOLDERS' (DEFICIT) EQUITY........... (12,434,231)   53,467,383
                                                    -----------  ------------
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)       $45,298,412  $126,321,390
EQUITY............................................. ===========  ============
</TABLE>
 
        See accompanying notes to the consolidated financial statements.
 
                                       17
<PAGE>
 
                         CARIBINER INTERNATIONAL, INC.
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
 
<TABLE>
<CAPTION>
                                                 YEAR ENDED SEPTEMBER 30,
                                           ------------------------------------
                                              1994        1995         1996
                                           ----------- ----------- ------------
<S>                                        <C>         <C>         <C>
Revenue................................... $59,173,739 $81,131,219 $148,329,868
Cost of revenue...........................  39,723,994  54,312,550   99,797,490
                                           ----------- ----------- ------------
Gross profit..............................  19,449,745  26,818,669   48,532,378
Operating expenses:
  Selling, general and administrative
  expenses................................  14,348,904  19,305,899   30,442,235
  Non-cash compensation expense...........         --          --     1,072,000
  Depreciation and amortization...........   2,137,100   2,329,869    3,141,838
                                           ----------- ----------- ------------
Total operating expenses..................  16,486,004  21,635,768   34,656,073
                                           ----------- ----------- ------------
Operating income..........................   2,963,741   5,182,901   13,876,305
Interest expense with related parties.....   2,107,383   2,233,623    1,199,281
Other interest expense, net...............     501,509   1,259,315      385,909
                                           ----------- ----------- ------------
Income before taxes.......................     354,849   1,689,963   12,291,115
Provision for taxes.......................      62,257     264,430    4,301,890
                                           ----------- ----------- ------------
  Net income.............................. $   292,592 $ 1,425,533 $  7,989,225
                                           =========== =========== ============
  Pro forma net income per common share...       $0.30       $0.49        $1.05
                                                 =====       =====        =====
</TABLE>
 
        See accompanying notes to the consolidated financial statements.
 
                                       18
<PAGE>
 
                         CARIBINER INTERNATIONAL, INC.
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
<TABLE>
<CAPTION>
                                                YEAR ENDED SEPTEMBER 30,
                                           ------------------------------------
                                              1994         1995        1996
                                           -----------  ----------  -----------
<S>                                        <C>          <C>         <C>
Cash flows from operating activities:
  Net income.............................  $   292,592  $1,425,533  $ 7,989,225
  Adjustments to reconcile net income to
   net cash provided by
   (used in) operating activities:
  Non-cash compensation expense..........          --          --     1,072,000
  Depreciation and amortization..........    2,137,100   2,329,869    3,141,838
  Change in assets and liabilities:
    (Increase) in accounts receivable....  (10,322,839) (6,407,492)  (4,520,122)
    (Increase) in deferred charges.......     (256,856) (2,558,543)    (769,988)
    (Increase) in prepaid expenses and
     other
     current assets......................     (91,303)   (261,873)     (974,103)
    Decrease in other assets.............      264,219     150,536      442,971
    Increase (decrease) in accounts pay-
     able................................    2,766,666    (130,891)  (1,650,337)
    Increase (decrease) in deferred in-
     come................................    4,565,558   2,874,963      (64,800)
    Increase in accrued expenses and
     other liabilities...................    1,409,775     786,513    8,724,058
    Increase (decrease) in accrued inter-    2,107,383   2,233,623   (6,130,397)
     est payable.........................  -----------  ----------  -----------
  Net cash provided by operating activi-     2,872,295     442,238    7,260,345
   ties..................................  -----------  ----------  -----------
Cash flow used in investing activities:
  Purchase of property and equipment.....   (1,592,848) (1,605,978)  (2,222,395)
  Acquisition of intangibles and busi-
   nesses, net of cash acquired..........   (4,599,285) (6,151,649) (43,982,317)
  Net cash paid in merger with ICC.......     (408,938)        --           --
                                           -----------  ----------  -----------
  Net cash used in investing activities..   (6,601,071) (7,757,627) (46,204,712)
                                           -----------  ----------  -----------
Cash flow provided by (used in) financing
 activities:
  Net proceeds from issuance of common
   stock.................................          --          --    42,480,447
  Proceeds from exercise of warrants.....          --          --     1,690,500
  Net proceeds from bank line of credit..      660,000   2,550,000    1,780,000
  Proceeds from long-term debt...........    3,000,000   6,000,000   18,000,000
  Repayments of long-term debt...........      (85,000) (1,297,574) (14,668,783)
  Payment of preferred dividends.........          --          --    (2,201,618)
  Proceeds from issuance of common stock
   under the
   Management stock plan                         2,050       5,383      174,167
  Repurchase of common stock.............       (4,899)     (1,878)    (176,904)
                                           -----------  ----------  -----------
  Net cash provided by financing activi-     3,572,151   7,255,931   47,077,809
   ties..................................  -----------  ----------  -----------
Effect of exchange rate changes on cash            --          --        85,723
 and cash equivalents....................  -----------  ----------  -----------
Net (decrease) increase in cash..........     (156,625)    (59,458)   8,219,165
Cash, beginning of year..................      428,695     272,070      212,612
                                           -----------  ----------  -----------
Cash, end of year........................  $   272,070  $  212,612  $ 8,431,777
                                           ===========  ==========  ===========
</TABLE>
 
        See accompanying notes to the consolidated financial statements.
 
                                       19
<PAGE>
 
                         CARIBINER INTERNATIONAL, INC.
     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                 FOR THE THREE YEARS ENDED SEPTEMBER 30, 1996
 
<TABLE>
<CAPTION>
                    COMMON STOCK       PREFERRED STOCK     ADDITIONAL                                               TOTAL
                  ------------------  -------------------    PAID IN      DEFERRED   ACCUMULATED   TRANSLATION  STOCKHOLDERS'
                   SHARES    AMOUNT     SHARES    AMOUNT     CAPITAL    COMPENSATION   DEFICIT     ADJUSTMENT  EQUITY (DEFICIT)
                  ---------  -------  ----------  -------  -----------  ------------ ------------  ----------- ----------------
<S>               <C>        <C>      <C>         <C>      <C>          <C>          <C>           <C>         <C>
Balance at
October 1, 1993.  2,327,827  $23,278     450,000  $ 4,500  $ 1,951,833  $       --   ($14,885,787)       --      ($12,906,176)
Issuance of
common stock
upon the
purchase of
MultiMedia
Holdings, Inc. .     54,714      547         --       --          (388)         --            --         --               159
Exchange offer
and merger......     (5,647)     (57)        --       --       (60,416)         --            --         --           (60,473)
Repurchase of
common stock
under the
Management Stock
Plan............    (33,222)    (332)        --       --          (250)         --         (4,317)       --            (4,899)
Issuance of
common stock
under the
Management Stock
Plan............    107,973    1,080         --       --           811          --            --         --             1,891
Issuance of
warrants to
purchase 71,435
shares of common
stock...........        --       --          --       --         9,907          --            --         --             9,907
Accrued
preferred stock
dividends.......        --       --          --       --           --           --       (581,997)       --          (581,997)
Net income......        --       --          --       --           --           --        292,592        --           292,592
                  ---------  -------  ----------  -------  -----------  -----------  ------------    -------     ------------
Balance at
September 30,
1994............  2,451,645   24,516     450,000    4,500    1,901,497          --    (15,179,509)       --       (13,248,996)
Repurchase of
Management Stock
Plan shares by
the company.....    (24,916)    (249)        --       --        (1,629)         --            --         --            (1,878)
Issuance of
warrants to
purchase 293,967
shares of common
stock...........        --       --          --       --        40,769          --            --         --            40,769
Issuance of
common stock
under the
Management Stock
Plan............     74,750      748         --       --         4,635          --            --         --             5,383
Accrued
preferred stock
dividends.......        --       --          --       --           --           --       (655,042)       --          (655,042)
Net income......        --       --          --       --           --           --      1,425,533        --         1,425,533
                  ---------  -------  ----------  -------  -----------  -----------  ------------    -------     ------------
Balance at
September 30,
1995............  2,501,479   25,015     450,000    4,500    1,945,272          --    (14,409,018)       --       (12,434,231)
Issuance of
common stock
under the
Management Stock
Plan............     87,210      872         --       --     1,245,295  (1,072,000)           --         --           174,167
Issuance of
warrants to
purchase 75,593
shares of common
stock...........        --       --          --       --        79,456          --            --         --            79,456
Repurchase of
common stock....    (31,091)    (311)        --       --      (176,593)         --            --         --          (176,904)
Accrued
preferred stock
dividends.......        --       --          --       --           --           --       (327,483)       --          (327,483)
Conversion of
Convertible Note
into preferred
stock...........        --       --      600,000    6,000   11,979,450          --            --         --        11,985,450
Conversion of
preferred stock
into common
stock...........  3,596,250   35,963  (1,050,000) (10,500)     (10,913)         --            --         --            14,550
Exercise of
warrants........    534,505    5,345         --       --     1,685,155          --            --         --         1,690,500
Issuance of
common stock
upon
consummation of
initial public
offering........  2,877,985   28,780         --       --    42,286,150          --            --         --        42,314,930
Issuance of
common stock
upon acquisition
of Lighthouse,
Ltd. ...........     31,821      318         --       --       999,682          --            --         --         1,000,000
Non-cash
compensation
charge..........        --       --          --       --           --     1,072,000           --         --         1,072,000
Translation
adjustment......                                                                                      85,723           85,723
Net income......        --       --          --       --           --           --      7,989,225        --         7,989,225
                  ---------  -------  ----------  -------  -----------  -----------  ------------    -------     ------------
                  9,598,159  $95,982         --   $   --   $60,032,954  $       --   ($ 6,747,276)   $85,723     $ 53,467,383
                  =========  =======  ==========  =======  ===========  ===========  ============    =======     ============
</TABLE>
 
       See accompanying notes to the consolidated financial statements.
 
                                       20
<PAGE>
 
                         CARIBINER INTERNATIONAL, INC.
 
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
1. THE COMPANY
 
  Caribiner International, Inc., formerly Business Communications Group, Inc.
(together with its direct and indirect wholly-owned subsidiaries, the
"Company"), is engaged in the production of meetings, events and training
programs and is a provider of related business communications services that
enable businesses to inform, sell to and train their sales forces, dealers,
franchisees, partners, stockholders and employees.
 
  The Company was organized on December 1, 1989 by its then parent, Ingleby
Communications Corporation ("ICC"), and comprised substantially all of the
operations of ICC. Effective as of June 30, 1992, the Company completed a $16
million private placement (the "Private Placement"), with Warburg, Pincus
Investors, L.P. ("Warburg") consisting of $12 million principal amount of the
Company's 11.5% Convertible Promissory Note (the "Convertible Note") and $4
million of Cumulative Redeemable Convertible Voting Preferred Stock, par value
$.01 per share (the "Preferred Stock"). Simultaneously with the Private
Placement, the Company and ICC entered into a Stockholders Agreement with
Warburg that gave Warburg significant control in current and future operations
of the Company and its subsidiaries.
 
  On July 16, 1993, the Company entered into an agreement with certain
shareholders of ICC (the "Exchange Offer") to exchange shares of its voting
common stock, par value $.01 per share (the "Common Stock"), for shares of ICC
common stock held by such shareholders. As a result of these transactions, ICC
was merged into a wholly owned subsidiary of the Company in a manner similar
to a pooling of interests (the "Merger"). In addition, the Stockholders
Agreement was terminated in connection with the Exchange Offer and a new
stockholders agreement was entered into among the Company, Warburg and each of
the other stockholders of the Company.
 
  In March, 1996, the Company consummated an initial public offering (the
"Initial Public Offering") of its Common Stock, which included the sale by the
Company of approximately 2.9 million shares of Common Stock.
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Consolidation
 
  The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries. All intercompany balances and transactions
have been eliminated in consolidation.
 
 Revenue Recognition
 
  Revenue is recorded principally on the completed contract method of
accounting. The recognition of revenue and cost of revenue is deferred until a
project is completed which is often within a three to six month time period.
For those projects which provide for multiple events, the contract revenue and
costs are apportioned and revenue and profit are recognized as each event
occurs. If a client cancels a project after production has begun, the client
is billed for work performed and expenses incurred through the date of
cancellation, and there are no provisions for non-payment by the client.
 
  Deferred income, which represents advance billings on uncompleted jobs, is
classified as long-term in the same proportion that anticipated profit on such
jobs bears to the related contract price. Deferred charges represent costs
incurred on uncompleted jobs.
 
 
                                      21
<PAGE>
 
                         CARIBINER INTERNATIONAL, INC.
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 Cost of Revenue
 
  Cost of revenue is comprised of production costs including salaries and
benefits of production, creative and technical personnel spent on specific
contracts, and other direct costs including contracted services, equipment
rentals and costs associated with the production of audio-visual effects. Such
costs are deferred until project completion.
 
 Cash and Cash Equivalents
 
  The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.
 
 Property and Equipment
 
  Property and equipment, including equipment under capital leases, are stated
at cost. Depreciation is calculated on the straight-line method over the
estimated useful lives of the assets ranging from five to seven years.
Leasehold improvements are amortized on the straight-line method over the
shorter of the lease term or the estimated useful life.
 
 Goodwill and Other Intangibles
 
  Goodwill represents the excess of the cost over the fair value of net assets
of purchased businesses and is amortized on a straight-line basis over periods
ranging from 15 years to 25 years. Accumulated amortization of goodwill was
$1,608,612 and $2,617,295 at September 30, 1995 and 1996, respectively. The
cost of other acquired intangibles, consisting of non-compete agreements,
sales backlog, customer lists and film and module library is amortized on a
straight-line basis over their estimated useful lives ranging from one to six
years. The cost of the film and module library is amortized on a straight-line
basis over the five-year estimated useful lives. Accumulated amortization of
other acquired intangible assets was $1,975,095 and $1,998,636 at September
30, 1995 and 1996, respectively.
 
  The Company reviews the recoverability of intangible and other long-lived
assets whenever events or changes in circumstances indicate that the carrying
amount may not be recoverable. A loss is recognized for the difference between
the carrying amount and the estimated fair value of the asset.
 
 Deferred Financing Fees
 
  Deferred financing fees are amortized on a straight-line basis over the term
of the related debt. Accumulated amortization on deferred financing fees is
$505,200 and $662,656 at September 30, 1995 and 1996, respectively.
 
 Foreign Currency Translation
 
  The financial statements of foreign subsidiaries are translated into U.S.
dollars at current rates as of the balance sheet date, except for revenue,
costs and expenses which are translated at average current rates during each
reporting period. The gains or losses resulting from translation are included
as a separate component in stockholders' equity.
 
 Risks and Uncertainties
 
  The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
 
                                      22
<PAGE>
 
                         CARIBINER INTERNATIONAL, INC.
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
 Stock Based Compensation
 
  The Company grants to certain employees stock options for a fixed number of
shares with an exercise price equal to the fair value of the shares at the
date of grant. The Company accounts for stock option grants in accordance with
APB Opinion No. 25, "Accounting for Stock Issued to Employees," and,
accordingly, recognizes no compensation expense for such grants.
 
 New Accounting Pronouncements
 
  The Financial Accounting Standards Board issued two standards which will be
applicable to the Company beginning in fiscal 1997: No. 121, Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of and No. 123, Accounting for Stock-Based Compensation. The impairment
standard is not expected to have a significant impact on the Company. The
Company has not yet determined which of the acceptable approaches it will use
under the stock compensation standard. Adoption of certain approaches under
the stock compensation standard could result in non-cash charges which if
made, are not expected to be material. At a minimum, the standard will require
disclosures about the fair value of employee stock options.
 
3. ACQUISITIONS
 
  During fiscal 1995 and fiscal 1996, the Company purchased six companies
engaged in providing business communication services and acquired a
contractual relationship with a major corporation from another business
communications services provider.
 
  The Company acquired Decomas, Incorporated and Executive Support Systems,
Inc. (collectively, "Decomas") in October, 1994 and Richard Kidd Productions,
Inc. in September, 1995. In addition, in August, 1995, the Company acquired a
contractual relationship with a major corporation from another business
communications company. These transactions resulted in initial payments in the
aggregate of $4.3 million, which were financed through bank borrowings.
 
  In January, 1996, the Company acquired substantially all of the assets of
Koors Perry & Associates, Inc. ("Koors Perry"). In connection with such
acquisition, a promissory note of $1.5 million was issued as partial
consideration. In June, 1996 the Company acquired Lighthouse, Ltd. and SCH
International Limited ("Spectrum"). In connection with the acquisition of
Lighthouse, Ltd., 31,821 shares of the Company's Common Stock having a value
of $1.0 million were issued as partial consideration for the acquisition. In
September, 1996, the Company completed its acquisition of Total Audio Visual
Services ("TAVS"), a leading provider of audio visual equipment rentals and
related staging services. These transactions resulted in initial payments in
the aggregate of $43.9 million, which, except for the promissory note and the
Common Stock issuance described above, were financed through a combination of
cash and bank borrowings.
 
  The accounting for these acquisitions is in accordance with the purchase
method and, accordingly, operations of the acquired businesses are included in
the accompanying consolidated statements of operations from their respective
dates of acquisition.
 
  The acquisitions of each of Weiss/Watson, Inc. (acquired October, 1993),
Decomas, Koors Perry and Spectrum provided for contingent payments for three
years following the purchase based upon the achievement of certain performance
goals. Contingent payments are accounted for as additional purchase price as
they become known. No significant contingent payments were made or accrued
during fiscal 1994. During fiscal 1995 and fiscal 1996, $1.8 million and $1.4
million, respectively, were paid and/or accrued as additional consideration
with respect to certain acquisitions.
 
 
                                      23
<PAGE>
 
                         CARIBINER INTERNATIONAL, INC.
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
  The following unaudited consolidated pro forma results of operations of the
Company for the years ended September 30, 1995 and 1996 give effect to the
following transactions as if they occurred on October 1, 1994: (i) the
acquisitions of Spectrum and TAVS, (ii) decreased interest expense and
preferred stock dividends resulting from the repayment of substantially all
outstanding bank borrowings and other long-term indebtedness of the Company
from proceeds of the Initial Public (see Note 6) and (iii) the repayment with
the proceeds of the Initial Public Offering of a portion of bank borrowings
that would have been incurred in connection with the acquisition of TAVS as if
such acquisition had occurred on October 1, 1994.
 
<TABLE>
<CAPTION>
                                                              YEAR ENDED
                                                             SEPTEMBER 30,
                                                        -----------------------
                                                           1995        1996
                                                        ----------- -----------
                                                            (IN THOUSANDS,
                                                        EXCEPT PER SHARE DATA)
   <S>                                                  <C>         <C>
   Revenue............................................. $     161.4 $     227.4
   Income before taxes.................................         5.6        15.5
   Net income..........................................         5.0         9.6
   Pro forma net income per common share...............        0.52        1.00
</TABLE>
 
  The above calculation of pro forma net income per common share assumes that
approximately 9.6 million shares were outstanding during each of the periods
presented.
 
  The unaudited pro forma consolidated results of operations do not purport to
be indicative of the actual results of operations that would have occurred had
the acquisitions been made at the beginning of fiscal 1995 or of results which
may occur in the future.
 
4. PROPERTY AND EQUIPMENT
 
  At September 30, 1995 and 1996, property and equipment consisted of:
 
<TABLE>
<CAPTION>
                                                           AT SEPTEMBER 30,
                                                        -----------------------
                                                           1995        1996
                                                        ----------- -----------
<S>                                                     <C>         <C>
Furniture and equipment................................ $ 7,909,548 $23,571,968
Leasehold improvements.................................   2,354,692   2,782,271
Capital leases--equipment..............................     307,188     705,333
                                                        ----------- -----------
                                                         10,571,428  27,059,572
Less--accumulated depreciation and amortization........   4,187,453   5,878,590
                                                        ----------- -----------
                                                        $ 6,383,975 $21,180,982
                                                        =========== ===========
</TABLE>
 
  The related depreciation and amortization expense for the years ended
September 30, 1995 and 1996 was $1,463,608 and $2,060,507, respectively.
 
5. DEBT
 
  The Company has financed its operations primarily through internal cash flow
and bank financing, including the Company's new financing facilities, its
recently replaced line of credit (the "1994 Line of Credit") and its recently
replaced term facility (the "1994 Term Facility"). These sources of funds have
been used to fund the Company's efforts to grow both internally and through
acquisitions.
 
  The 1994 Line of Credit provided the Company with funds to handle working
capital requirements and the 1994 Term Facility was used primarily to finance
acquisitions. As of September 30, 1996, $6.0 million was outstanding under the
1994 Line of Credit and $15.0 million was outstanding under the 1994 Term
Facility. As of September 30, 1996, each of the 1994 Line of Credit and the
1994 Term Facility bore interest at the rate of 9.25% per annum, which was 1%
over the lender's prime rate. On December 4, 1996, the Company entered into
 
                                      24
<PAGE>
 
                         CARIBINER INTERNATIONAL, INC.
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
a new loan agreement with a syndicate of banks pursuant to which the Company
increased its aggregate available bank financing from $27 million to $100
million, consisting of a $75 million six year reducing revolving credit
facility (the "Reducing Revolver") to be utilized in connection with the
financing of acquisitions and a $25 million six year revolving line of credit
(the "Revolving Line" and together with the Reducing Revolver, the "1996
Facilities"). Amounts outstanding under the 1994 Line of Credit and 1994 Term
Facility were repaid with proceeds from the 1996 Facilities. The maturity date
of each of the 1996 Facilities is December 31, 2002. Interest on outstanding
amounts under the 1996 Facilities is payable quarterly in arrears and, at the
option of the Company, interest accrues at either (i) LIBOR plus an applicable
margin or (ii) an alternate base rate based on the greatest of (a) the agent
bank's prime rate, (b) the three month secondary certificate of deposit rate
and (c) the federal funds rate. The interest rate will increase by 2.0% if
principal or interest is not paid when due (after applicable grace periods).
Pursuant to the terms of the 1996 Facilities, the Company is required to
reduce outstanding amounts under the Revolving Line to less than $5.0 million
for a period of not less than 30 days during every 12-month period commencing
on December 4, 1996. The 1996 Facilities require compliance with certain
covenants including financial performance ratios.
 
  During fiscal 1995 and fiscal 1996, under the terms of the 1994 Line of
Credit, the Company had the availability of funds up to $12.0 million, bearing
interest at prime plus 1%, limited to 85% of trade receivables outstanding at
each month-end. At September 30, 1995, $750,000 of the outstanding borrowings
under the 1994 Line of Credit and, at September 30, 1996, $15.0 million under
the 1994 Term Facility were excluded from current liabilities since the
Company intended and had the ability to keep that amount outstanding under the
1994 Line of Credit or the 1994 Term Facility beyond one year from the balance
sheet date, or that any repayment of this amount would have been from sources
other than current assets as of their respective balance sheet dates, such as
new equity financing.
 
 Long-term Debt and Convertible Note
 
  At September 30, 1995 and 1996, long-term debt consisted of:
 
<TABLE>
<CAPTION>
                                                           AT SEPTEMBER 30,
                                                        -----------------------
                                                           1995        1996
                                                        ----------- -----------
<S>                                                     <C>         <C>
Bank term loan......................................... $ 7,750,000 $15,000,000
Bank line of credit....................................     750,000         --
Loan payable to Warburg................................   2,999,181         --
Promissory note payable................................         --    1,243,476
Equipment lease commitments............................     325,548     595,142
                                                        ----------- -----------
                                                         11,824,729  16,838,618
Less--current portion of long-term debt................   4,677,054     648,696
                                                        ----------- -----------
                                                        $ 7,147,675 $16,189,922
                                                        =========== ===========
Convertible Note including accrued interest............ $17,346,397 $       --
                                                        =========== ===========
</TABLE>
 
  At September 30, 1996, the fair value of the above commitments approximated
the carrying amounts.
 
  On July 20, 1994 the Company entered into a credit agreement with a bank
providing for the 1994 Term Facility of up to $5.0 million. As of September
29, 1995 the Company had signed an amendment increasing the availability of
funds to $15.0 million of which $7.3 million was available for working
capital, general corporate purposes and for acquisitions.
 
  Approximately $3.0 million of a $10.0 million Warburg loan facility (the
"Warburg Term Loan"), which accrued interest at 11% per annum, was outstanding
as of September 30, 1995. In addition, warrants were issued during the term
that the Warburg Term Loan was outstanding (see Note 6). The $3.0 million
outstanding under
 
                                      25
<PAGE>
 
                         CARIBINER INTERNATIONAL, INC.
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
such loan facility, including accrued interest of $1.0 million, was repaid upon
the consummation of the Initial Public Offering.
 
  The $12.0 million Convertible Note, which bore interest at a rate of 11.5%
annually, was converted into 600,000 shares of Preferred Stock immediately
prior to the Initial Public Offering. Such shares of Preferred Stock were
immediately converted into 2,055,000 shares of the Company's Common Stock. No
dividends had been declared or paid on the Preferred Stock before such
conversion. Accrued interest of $6.3 million relating to the Convertible Note
was paid to Warburg upon consummation of the Initial Public Offering.
 
  In connection with the acquisition of Koors Perry, a promissory note for $1.5
million was issued as partial consideration of the purchase price.
Approximately $1.2 million included in long-term debt represents the present
value of such promissory note which bears an interest rate of 10% and which is
payable over three years.
 
  After giving effect to the 1996 Facilities, the aggregate minimum payments of
long-term debt outstanding at September 30, 1996 and for the next five years
are as follows: 1997--$0.6 million; 1998--$0.6 million; 1999--$0.4 million;
2000--$0.2 million; 2001--$0.0, and thereafter--$15.0 million; totaling $16.8
million.
 
6. CAPITAL STOCK
 
 Preferred Stock
 
  The Preferred Stock issued in connection with the Private Placement in June,
1992 bore a cumulative compounding 12% dividend through the date of the Initial
Public Offering. Immediately prior to the consummation of the Initial Public
Offering, all shares of Preferred Stock were converted into 1,541,250 shares of
Common Stock and accrued preferred stock dividends of $2.2 million were paid.
 
 Warrants
 
  In August, 1993, as a result of entering into the Warburg Term Loan (see Note
5), the Company issued warrants to Warburg for the purchase of 93,509 shares of
Common Stock at an aggregate exercise price of $3,000. In addition, one year
later, and for each quarter that the principal remained outstanding thereafter,
additional warrants were issued at the rate of .375% of fully diluted Common
Stock, as defined, per each $1 million in principal advanced. Additional
warrants for 71,435 and 293,967 shares in 1994 and 1995, respectively, were
issued. The fair values of the warrants of $9,907, $40,769, and $79,456 were
included in interest expense in fiscal 1994, fiscal 1995 and fiscal 1996,
respectively. In connection with the Initial Public Offering, Warburg exercised
its warrants to purchase 534,505 shares of Common Stock at a weighted average
exercise price per share of $3.16.
 
 Common Stock
 
  In connection with the Exchange Offer and Merger described in Note 1, a total
of 1,869,525 shares of Common Stock was issued in the exchange and a total of
$3,229,238 was paid for the remaining ICC shares of common stock and options
and related professional fees. In addition, the Company assumed net liabilities
of $280,872 of ICC. The excess of the consideration paid by the Company over
the net book value of ICC was charged to additional paid-in capital.
 
 Management Stock Plan
 
  During fiscal 1993, the Company adopted the 1993 Management Stock Plan (the
"Management Stock Plan"). Under the Management Stock Plan, a committee of the
Board of Directors granted to employees awards of the Company's Series A non-
voting common stock, par value $.01 per share.
 
  Prior to the Initial Public Offering in March, 1996, the Company sold common
stock pursuant to the Management Stock Plan at a price lower than its fair
market value and recorded non-cash compensation expense of $93,000 at such
time. Upon consummation of the Initial Public Offering, all shares of non-
voting common
 
                                       26
<PAGE>
 
                         CARIBINER INTERNATIONAL, INC.
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
stock outstanding under the Management Stock Plan were converted into 664,450
shares of voting common stock, and such Management Stock Plan was then
terminated. In addition, the Company incurred an additional non-cash
compensation charge of $979,000 upon the immediate vesting of such stock in
connection with the Initial Public Offering.
 
  Receivables of $5,020 from certain officers and employees pursuant to
management stock awards in fiscal 1993 were collected in fiscal 1994.
 
 1996 Stock Option Plan
 
  Effective January 1, 1996, the Company adopted the 1996 Stock Option Plan
(the "Option Plan"). The Option Plan provides that options for an aggregate of
364,000 shares of Common Stock shall be available for grant, subject to
authorization by the Compensation Committee of the Board of Directors. The
purchase price per share under the Option Plan is the market price of the
Common Stock on the grant date. Options vest over a period of three years from
the grant date. During fiscal 1996, stock options to purchase an aggregate of
179,400 shares of Common Stock were granted with a range of exercise prices of
$25.69 to $40.38. Options to purchase 8,600 shares were exercisable as of
September 30, 1996. There were no options exercised or cancelled during fiscal
1996. As of September 30, 1996, 184,600 options are available for future grant.
 
7. RELATED PARTY TRANSACTIONS
 
  In the normal course of producing projects for clients, the Company
periodically uses the services of individuals related to and/or companies owned
by relatives of certain of its employees. In fiscal 1994 and fiscal 1995, the
Company paid such vendors approximately $0.6 million and $1.3 million,
respectively. During the year ended September 30, 1996, the Company paid
approximately $1.6 million to 14 such vendors.
 
  As of September 30, 1995, the Company had a receivable from an officer of
$362,630 which was fully reserved in fiscal 1992. Such amount was repaid by the
officer following the consummation of the Initial Public Offering.
 
8. EMPLOYEE BENEFIT PLAN
 
  The Company maintains a defined contribution plan of the profit sharing type,
covering all qualified employees. Company contributions to the plan each year
are based on net income and are at the discretion of the Board of Directors.
Company contributions for fiscal 1994, fiscal 1995 and fiscal 1996 were not
significant. The Company's policy is to fund the costs accrued.
 
9. INCOME TAXES
 
  Deferred income taxes reflect the net tax effect of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the carrying amounts used for income tax purposes. Differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and income tax purposes resulted from the acquisition of certain
business operations, the difference between financial reporting recovery
periods and tax reporting recovery periods and the write-down of business
assets for financial reporting purposes.
 
                                       27
<PAGE>
 
                         CARIBINER INTERNATIONAL, INC.
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
  Significant components of the Company's deferred tax assets and liabilities
as of September 30, 1995 and September 30, 1996 are as follows:
 
<TABLE>
<CAPTION>
                                                            1995        1996
                                                         ----------  ----------
<S>                                                      <C>         <C>
Deferred tax assets:
  NOL and tax credit carryforwards...................... $3,422,000  $1,409,798
  Intangibles amortization..............................    574,975     192,387
  Allowance for doubtful accounts.......................        --      127,932
  Other reserves........................................    221,513     187,241
                                                         ----------  ----------
    Total deferred tax assets...........................  4,218,488   1,917,358
  Valuation allowance................................... (3,691,321) (1,317,464)
                                                         ----------  ----------
    Net deferred tax assets............................. $  527,167  $  599,894
                                                         ----------  ----------
Deferred tax liabilities:
  Tax over book depreciation and amortization...........    527,167     985,409
  Other.................................................        --       24,500
                                                         ----------  ----------
    Total deferred tax liabilities...................... $  527,167  $1,009,909
                                                         ----------  ----------
Net deferred tax liability.............................. $      --   $  410,015
                                                         ==========  ==========
</TABLE>
 
  The valuation allowance represents a reduction of deferred tax assets for
future tax benefits that may not be realized.
 
  At September 30, 1995 and 1996, the Company has net operating loss ("NOL")
carryforwards for federal income tax purposes of approximately $8.2 million
and $3.2 million, respectively, that expire in the years 2001 through 2007.
Approximately $3.2 million of NOL carryforwards may be subject to limitations
under the change in ownership and consolidated return provisions of the
Internal Revenue Code. The use of the NOL carryforwards, as adjusted, may also
be limited for state and local income tax purposes. The Company has not
recorded any future benefit related to the usage of the NOL carryforwards.
 
  Significant components of the provision for income taxes attributable to
continuing operations are as follows:
 
<TABLE>
<CAPTION>
                                                      1994     1995      1996
                                                    -------- -------- ----------
<S>                                                 <C>      <C>      <C>
Current:
  Federal.......................................... $    --  $ 42,150 $2,120,612
  State............................................   62,257  222,280  1,736,478
  Foreign..........................................      --       --      34,785
                                                    -------- -------- ----------
    Total current tax..............................   62,257  264,430  3,891,875
Deferred:
  Federal..........................................      --       --     281,207
  State............................................      --       --     128,808
                                                    -------- -------- ----------
    Total deferred tax.............................      --       --     410,015
                                                    -------- -------- ----------
Total provision for taxes.......................... $ 62,257 $264,430 $4,301,890
                                                    ======== ======== ==========
</TABLE>
 
                                      28
<PAGE>
 
                         CARIBINER INTERNATIONAL, INC.
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
  The reconciliation of income tax attributable to operations computed at the
U.S. federal statutory tax rates to income tax expense is as follows:
 
<TABLE>
<CAPTION>
                                               1994       1995        1996
                                             ---------  ---------  -----------
<S>                                          <C>        <C>        <C>
  Tax expense at statutory rate............. $ 120,469  $ 574,587  $ 4,301,890
  State income tax net of federal benefit...    41,090    146,705    1,212,436
  Nondeductible non-cash compensation
  expense...................................       --         --       375,200
  Other nondeductible expenses..............    34,527    163,568      263,601
  Change in valuation allowance.............       --    (900,000)  (2,012,202)
  Other.....................................  (133,829)   279,570      160,965
                                             ---------  ---------  -----------
                                             $  62,257  $ 264,430  $ 4,301,890
                                             =========  =========  ===========
</TABLE>
 
10. MAJOR CUSTOMERS
 
  A portion of the Company's total revenue was derived from three major
customers in the automotive, information technology and insurance industries.
Revenues from the two customers in the automotive and information technology
industries aggregated 21% and 19%, respectively, in fiscal 1994; 34% and 16%,
respectively, in fiscal 1995; and 15% and 13%, respectively, in fiscal 1996.
Revenues from the customer in the insurance industry aggregated 11% in fiscal
1996. There was no revenue from this customer in fiscal 1994 and fiscal 1995.
Amounts due from the two customers in the automotive and information
technology industries represented 46% and 17%, respectively, at September 30,
1995, and 24% and 10%, respectively, at September 30, 1996, of accounts
receivable. Amounts due from the customer in the insurance industry
represented 5% of accounts receivable at September 30, 1996.
 
11. FOREIGN OPERATIONS
 
  During fiscal 1996, the Company's foreign operations located in the United
Kingdom and Hong Kong generated revenue of $7.0 million and an operating loss
of $0.1 million. Such financial information reflects only four months of
foreign operations, and the Company expects that its foreign operations will
be more significant in the future. Included in the Company's Consolidated
Balance Sheet at September 30, 1996 are total identifiable assets of $16.2
million of such foreign operations.
 
12. COMMITMENTS AND CONTINGENCIES
 
  Minimum annual rentals under noncancelable leases, excluding escalations
based upon increases in real estate taxes and operating expenses, are payable
as follows, for the year ended September 30: 1997--$3.2 million; 1998--$2.5
million; 1999--$2.2 million; 2000--$1.8 million; 2001--$1.1 million;
thereafter--$6.6 million; totaling $17.4 million.
 
  Rent expense charged to operations in fiscal 1994, fiscal 1995 and fiscal
1996, was $1.7 million, $2.0 million, and $2.7, respectively. Rent expense
charged to operations in fiscal 1996 with respect to related parties was $0.1
million.
 
  The Company has employment contracts with certain of its officers and key
employees expiring at various dates through 1999 with future minimum payments
as follows, for the year ended September 30: 1997--$1.3 million; 1998--$1.3
million; 1999--$0.3 million; totaling $2.9 million. Also, certain agreements
provide additional compensation based on performance.
 
  The Company is, from time to time, a defendant in various lawsuits arising
in the ordinary course of business. In the opinion of management resolving
these actions will not have a material effect on the Company's financial
condition, results of operations or liquidity.
 
                                      29
<PAGE>
 
                         CARIBINER INTERNATIONAL, INC.
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
13. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
 
  Interest paid was $272,959, $807,475 and $7,884,839 in fiscal 1994, fiscal
1995 and fiscal 1996, respectively. Taxes paid were $62,257, $264,430 and
$2,077,829 in fiscal 1994, fiscal 1995 and fiscal 1996, respectively.
 
14. UNAUDITED PRO FORMA INFORMATION
 
  Pro forma net income per common share is calculated using the weighted
average number of shares of Common Stock outstanding during the period, plus
Common Stock issued pursuant to the Management Stock Plan and warrants to
purchase Common Stock issued at prices below the Initial Public Offering price
of $17.00 per share during the twelve-month period immediately preceding
December 15, 1995 (the initial filing date of the Company's Registration
Statement for its Initial Public Offering), assuming such Common Stock was
outstanding for all periods presented. In addition, shares of Common Stock
issued upon the conversion of all shares of Preferred Stock into shares of
Common Stock are included in the calculation as if they were outstanding for
all periods presented. Accordingly, pro forma net income per common share
reflects adjustments to eliminate interest expense incurred on the Convertible
Note during the periods presented and to eliminate accrued preferred stock
dividends. The weighted average number of shares of Common Stock outstanding
during the years ended September 30, 1994, 1995 and 1996 is 6,550,851,
6,620,003 and 8,245,107, respectively.
 
  Of the net proceeds from the sale of shares of Common Stock offered by the
Company in the Initial Public Offering, approximately $25.6 million were used
to repay aggregate bank borrowings and other long-term indebtedness, including
accrued interest and accrued preferred stock dividends. Assuming the issuance
and sale of only that number of shares of Common Stock which would generate
net proceeds sufficient to repay indebtedness of $25.6 million and assuming
that such indebtedness had been repaid as of October 1, 1994, supplementary
pro forma net income per common share for fiscal 1995 and fiscal 1996 would
have been $0.56 and $1.03, respectively. For purposes of this computation, the
weighted average number of shares of Common Stock outstanding during the
periods ended September 30, 1995 and 1996 is 8,338,106 and 8,969,784,
respectively.
 
15. SUBSEQUENT EVENTS
 
  In December, 1996, the Company entered into a definitive purchase agreement
to acquire all of the outstanding capital stock of Blumberg Communications
Inc. ("Blumberg"), a provider of audio visual equipment rentals and sales,
production and staging services and hotel audio visual outsourcing services.
Consideration will consist of $16.6 million in cash, repayment of
approximately $5.5 million of indebtedness and shares of Common Stock having a
market value of $1.4 million (the actual number of shares of Common Stock to
be based on the average closing price per share of the Common Stock for the
five business days prior to closing). The closing of the Blumberg acquisition
(which is subject to certain conditions, including the expiration or early
termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended) is expected to occur in January, 1997.
For its fiscal year ended May 31, 1996, Blumberg had revenue of $42.3 million.
 
  In addition, in December, 1996, the Company filed a registration statement
with the Securities and Exchange Commission offering 1,878,200 shares of its
Common Stock, of which 1,750,000 shares of Common Stock would be offered by
the Company.
 
                                      30
<PAGE>
 
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        ---------------------------------------------------------------
        FINANCIAL DISCLOSURE
        --------------------
 
  None.
 
                                   PART III
 
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
         --------------------------------------------------

  "Election of Directors" and "Section 16(a) Beneficial Ownership Reporting
Compliance" to be contained in the Proxy Statement are hereby incorporated by
reference. See also "Executive Officers and Directors of the Company" set
forth in Item 4A of Part I hereto.
 
ITEM 11. EXECUTIVE COMPENSATION
         ----------------------
 
  "Executive Compensation" to be contained in the Proxy Statement is hereby
incorporated by reference.
 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
         --------------------------------------------------------------
 
  "Security Ownership of Certain Beneficial Owners and Management" to be
contained in the Proxy Statement is hereby incorporated by reference.
 
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
         ----------------------------------------------
 
  "Certain Relationships and Transactions with Related Persons" to be
contained in the Proxy Statement is hereby incorporated by reference.
 
                                    PART IV
 
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
         ---------------------------------------------------------------
 
(a) The following documents are filed as part of this Annual Report on Form
    10-K:
 
  (1) The response to this portion of Item 14 is set forth in Item 8 of Part II
      hereof.
 
  (2) Financial Statement Schedules.
      ----------------------------- 
      Schedules for which provision is made in the applicable accounting
      regulations of the Securities and Exchange Commission are not required
      under the related instructions or are inapplicable, and therefore have
      been omitted.
 
  (3) Exhibits
      --------
 
    See accompanying Index to Exhibits. The Company will furnish to any
    stockholder, upon written request, any exhibit listed in the
    accompanying Index to Exhibits upon payment by such stockholder of the
    Company's reasonable expenses in furnishing any such exhibit.
 
(b) Reports on Form 8-K
 
    The Company filed the following reports on Form 8-K during the three
  months ended September 30, 1996:
 
<TABLE>
<CAPTION>
     DATE OF FILING   ITEMS REPORTED              SUBJECT OF REPORT
     --------------   -------------- ------------------------------------------
   <C>                <C>            <S>
   August 13, 1996          7        Form 8-K/A containing financial
                                     information in connection with the
                                     acquisition of Lighthouse
   August 14, 1996          7        Form 8-K/A containing financial
                                     information in connection with the
                                     acquisition of Spectrum
   September 27, 1996      2,7       Announcing the acquisition of TAVS
</TABLE>
 
(c) Reference is made to Item 14(a)(3) above.
 
(d) Reference is made to Item 14(a)(2) above.
 
                                      31

<PAGE>
 
                                  SIGNATURES
 
  Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this Report
to be signed on its behalf by the undersigned, thereunto duly authorized, on
December 27, 1996.
                                          CARIBINER INTERNATIONAL, INC.
                                          (Registrant)

                                                   /s/ Arthur F. Dignam
                                          By:__________________________________
                                            Name:  Arthur F. Dignam
                                            Title: Executive Vice President,
                                                   Chief Financial and
                                                   Administrative Officer
 
  Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has been signed by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
 
<TABLE>
<CAPTION>
             Signature                           Title                    Date
             ---------                           -----                    ----
 
 
<S>                                  <C>                           <C>
       /s/ Raymond S. Ingleby        Chairman of the Board, Chief  December 27, 1996
____________________________________   Executive Officer and
         Raymond S. Ingleby            Director (Principal
                                       Executive Officer)

        /s/ Arthur F. Dignam         Executive Vice President,     December 27, 1996
____________________________________   Chief Financial and
          Arthur F. Dignam             Administrative Officer
                                       (Principal Financial and
                                       Accounting Officer)

         /s/ Errol M. Cook           Director                      December 27, 1996
____________________________________
           Errol M. Cook

        /s/ Bryan D. Langton         Director                      December 27, 1996
____________________________________
          Bryan D. Langton

         /s/ Sidney Lapidus          Director                      December 27, 1996
____________________________________
           Sidney Lapidus

       /s/ David E. Libowitz         Director                      December 27, 1996
____________________________________
         David E. Libowitz
</TABLE>
 
                                      S-1
<PAGE>
 
                               INDEX TO EXHIBITS
 
  The following is a list of all exhibits filed as part of this report:
 
<TABLE>
<CAPTION>
      EXHIBIT
      NUMBER                             DESCRIPTION OF DOCUMENT
      -------                            -----------------------
      <C>       <S>
        2.1     Agreement of Purchase and Sale of Assets, dated June 6, 1996, by and
                among the Company, Lighthouse, Ltd., Mark P. Fitzgerald, Warren F. Moore
                II and Richard C. Hunt (schedules omitted -- the Company agrees to
                furnish a copy of any schedule to the Commission upon request) (filed as
                Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the
                Commission on June 21, 1996, and incorporated herein by reference)
        2.2     Share Sale Agreement, dated June 13, 1996, by and among Peter Devonald
                Berners-Price ("Berners-Price") and others, Caribiner Holdings (UK)
                Limited ("Caribiner UK") and the Company (schedules omitted -- the
                Company agrees to furnish a copy of any schedule to the Commission upon
                request) (filed as Exhibit 2.1 to the Company's Current Report on Form
                8-K filed with the Commission on June 28, 1996, and incorporated herein
                by reference)
        2.3     Share Purchase Agreement, dated June 13, 1996, by and among Caribiner
                UK, Berners-Price, Mark Wallace, the Company and others (schedules
                omitted -- the Company agrees to furnish a copy of any schedule to the
                Commission upon request) (filed as Exhibit 2.2 to the Company's Current
                Report on Form 8-K filed with the Commission on June 28, 1996, and
                incorporated herein by reference)
        2.4     Agreement of Purchase and Sale of Assets, dated September 12, 1996, by
                and between Caribiner International, Inc. and General Electric Capital
                Computer Leasing Corporation (schedules omitted (other than Schedules
                2(c), 2(c)(i) and 6(bb)) -- the Company agrees to furnish a copy of any
                schedule to the Commission upon request) (filed as Exhibit 2.1 to the
                Company's Current Report on Form 8-K filed with the Commission on
                September 27, 1996, and incorporated herein by reference)
        3.1     Restated Certificate of Incorporation of the Company filed March 15,
                1996 with the Secretary of State of the State of Delaware (filed as
                Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the three
                months ended March 31, 1996 and incorporated herein by reference)
        3.2     Second Amended and Restated By-Laws of the Company (filed as Exhibit
                3.2(b) to the Company's Registration Statement on Form S-1 (Registration
                No. 33-80481) and incorporated herein by reference)
       4        Specimen of Certificate of Common Stock of the Company (filed as Exhibit
                4 to the Company's Registration Statement on Form S-1 (Registration No.
                33-80481) and incorporated herein by reference)
      +10.1     1996 Stock Option Plan of the Company (filed as an exhibit to the
                Company's Registration Statement on Form S-1 (Registration No. 33-80481)
                and incorporated herein by reference)
      +10.2     Form of Stock Option Agreement in connection with 1996 Stock Option Plan
                of the Company
      +10.3     Non-Employee Directors' Stock Plan of the Registrant (filed as an
                exhibit to the Company's Registration Statement on Form S-1
                (Registration No. 33-80481) and incorporated herein by reference)
      +10.4     Employment Agreement, dated as of October 1, 1995, between the Company
                and Raymond S. Ingleby (filed as an exhibit to the Company's
                Registration Statement on Form S-1 (Registration No. 33-80481) and
                incorporated herein by reference)
</TABLE>
 
<PAGE>
 
<TABLE>
      <S>       <C>
      +10.5     Employment Agreement, dated as of December 1, 1995, between the Company
                and Arthur F. Dignam (filed as an exhibit to the Company's Registration
                Statement on Form S-1 (Registration No. 33-80481) and incorporated
                herein by reference)
      +10.6     Employment Agreement, dated as of December 1, 1995, between the Company
                and Mark M. Cohen (filed as an exhibit to the Company's Registration
                Statement on Form S-1 (Registration No. 33-80481) and incorporated
                herein by reference)
      +10.7     Employment Agreement, dated as of July 25, 1995, between Caribiner, Inc.
                and Brian Shepherd
      +10.8     Employment Agreement, dated October 14, 1996, between the Company and
                Lawrence P. Golen
       10.9     Credit Agreement, dated as of December 4, 1996, among the Company,
                Caribiner, Inc., the lenders named therein and the Chase Manhattan Bank,
                as agent (schedules and exhibits omitted -- the Company agrees to
                furnish a copy of any such schedule and exhibit to the Commission upon
                request) (filed as Exhibit 10.8 to the Company's Registration Statement
                on Form S-1 (Registration No. 333-18327) on December 20, 1996, and
                incorporated herein by reference)
       10.10    Stockholders Agreement, dated as of March 15, 1996, among the Company,
                Warburg, Pincus Investors, L.P. and Raymond S. Ingleby (filed as an
                exhibit to the Company's Registration Statement on Form S-1
                (Registration No. 33-80481) and incorporated herein by reference)
       11.1     Statement Regarding Computation of Pro Forma Net Income Per Common Share
       11.2     Statement Regarding Computation of Supplementary Pro Forma Income Per
                Common Share
       21       Subsidiaries of the Company
       27       Financial Data Schedule
</TABLE>
--------
  + Management contracts or compensatory plans or arrangements required to be
    filed as an exhibit to this Form 10-K pursuant to Item 14(a)(3).