-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T9MctSTydzOB9b2/Y8yhEE5FVl/YMZisuYYVk2heogkZ3tsikwqPogWMjXyDu63l x2vQIlRvOVrMFeSc5BKCLA== 0001005477-99-004541.txt : 20000211 0001005477-99-004541.hdr.sgml : 20000211 ACCESSION NUMBER: 0001005477-99-004541 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990531 FILED AS OF DATE: 19990929 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOFTECH INC CENTRAL INDEX KEY: 0000354260 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 042453033 STATE OF INCORPORATION: MA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-10665 FILM NUMBER: 99720033 BUSINESS ADDRESS: STREET 1: 4695 44TH STREET N E STREET 2: SUITE B 130 CITY: GRAND RAPIDS STATE: MI ZIP: 49512 BUSINESS PHONE: 6169572330 MAIL ADDRESS: STREET 1: 4695 44TH STREET N E STREET 2: SUITE B 130 CITY: GRAND RAPIDS STATE: MI ZIP: 49512 10-K/A 1 AMENDMENT TO FORM 10-K SECURITIES AND EXCHANGE COMMISION WASHINGTON, D.C. 20549 FORM 10-K/A-2 [x] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 1999 ------------ Commission file number 0-10665 ------- SofTech, Inc. ------------- (Exact name of registrant as specified in its charter) Massachusetts 04-2453033 ------------- ---------- (State or other jurisdiction of (IRS Employer Incorporation or organization) Identification Number) 4695 44th Street SE, Suite B-130, Grand Rapids, MI 49512 -------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (616) 957-2330 -------------- Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.10 par value ---------------------------- (Title of Class) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_| Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part II of this Form 10-K or any amendment to this Form 10-K. |_| State the aggregate market value of the voting stock held by non-affiliates of the registrant: $12,549,000 as of August 20, 1999. On August 20, 1999 the registrant had outstanding 8,150,289 shares of common stock of $.10 par value, which is the registrant's only class of common stock. 1 Part III, Items 10, 11, 12, and 13 of this report on Form 10-K are hereby amended and restated in full by adding those items as follows: PART III ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Set forth below is certain information regarding the Directors and executive officers of SofTech, Inc. (the "Company") as of August 20, 1999, based on information furnished by them to the Company. DIRECTORS Mark R. Sweetland, 50, term expires in 1999; Mr. Sweetland was appointed President and Chief Executive Officer of the Company in September 1996. Mr. Sweetland served as Vice President of the Company from March 1994 until such appointment. Since March 1992, Mr. Sweetland has served the Company as President of Information Decisions, Inc. ("IDI"), a wholly owned subsidiary of the Company. Mr. Sweetland has been employed by IDI since 1980 in various account representative and management roles. Mr. Sweetland was appointed a Director of the Company in September 1996. Timothy L. Tyler, 46, term expires in 1999; Mr. Tyler has served since 1995 as President of Borroughs Corporation, a privately held, Michigan-based business that designs, manufactures and markets industrial and library shelving units, metal office furniture and check out stands primarily in the United States. Mr. Tyler served as President and General Manager of Tyler Supply Company from 1979 to 1995. Mr. Tyler was appointed a Director of the Company in September 1996. Ronald Elenbaas, 46, term expires in 2000; Mr. Elenbaas is President of Stryker Surgical Group, a division of Stryker Corporation. He has been employed by Stryker Corporation in various positions since 1975 and was promoted to his present position in 1986. Mr. Elenbaas also serves on the Board of the American Red Cross (Kalamazoo and Cass County, Michigan). Mr. Elenbaas was appointed a Director of the Company in September 1996. Kenneth Ledeen, 53, term expires in 2000; Mr. Ledeen is Chairman and CEO of Nevo Technologies, Inc., a Massachusetts based computer software consulting and services firm. From 1993 to 1997, Mr. Ledeen was a consultant with Covington Associates, a Massachusetts based investment advisor. From 1986 to 1993, Mr. Ledeen was President of Sigma Design, a company that developed CAD/CAM software products, and from 1980 to 1986 he served as Vice President at Computervision Corporation. Mr. Ledeen was appointed a Director of the Company in September 1996. William Johnston, 52, terms expires in 2001; Mr. Johnston has served since 1991 as President of Greenleaf Capital, Inc., a Michigan-based investment advisory and venture capital firm. Mr. Johnston was appointed a Director of the Company in September 1996. Timothy J. Weatherford, 35, term expires in 2001; Mr. Weatherford has served as Vice President of the Company since September 1996. Mr. Weatherford served as Branch Manager of the Indiana office of the Company's Computer Aided Design ("CAD") Division from his hiring in April 1990 until such appointment. Prior to joining the Company, Mr. Weatherford was employed by CAD/CAM Engineering from 1987 to 1990 in various capacities and by General Motors from 1982 to 1987 in various capacities. Mr. Weatherford was appointed a Director of the Company in September 1996. Each member of the Board of Directors also serves on the Audit Committee of the Board of Directors. The Audit Committee recommends the engagement of the Company's independent accountants. In addition, the Audit Committee reviews comments made by the independent accountants with respect to internal controls and considers any corrective action to be taken by management; reviews internal accounting procedures and controls within the Company's financial and accounting staff; and reviews the need for any non-audit services to be provided by the independent accountants. Each member of the Board of Directors also serves on the Compensation Committee of the Board of Directors. The Compensation Committee recommends salaries and bonuses for officers and general managers and establishes general policies and procedures for salary and performance reviews and the granting of bonuses to other employees. It also administers the Company's 1994 Stock Option Plan (the "Plan") and the SofTech Employee Stock Purchase Plan. COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Section 16(a) of the Securities Exchange Act of 1934, as amended ("Section 16(a)") requires the Company's Directors and executive officers, and persons who own more than ten percent of a registered class of the Company's equity securities (collectively, "Section 16 reporting persons"), to file with the Securities and Exchange Commission ("SEC") initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Section 16 reporting persons are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. To the Company's knowledge, based solely on a review of the copies of such reports furnished to the Company and on written representations that no other reports were required, during the fiscal year ended May 31, 1999, the Section 16 reporting persons complied with all Section 16(a) filing requirements applicable to them, except Mr. Mullaney inadvertently failed to report the sale of 17,300 shares in August 1998, 85,000 shares in December 1998 and 5,000 shares in January 1999. 2 ITEM 11 - EXECUTIVE COMPENSATION COMPENSATION OF NON-EMPLOYEE DIRECTORS For the 1999 fiscal year, non-employee Directors received options in lieu of cash remuneration for their services. Employee Directors were not paid any fees or additional compensation for service as members of the Board of Directors or any committee thereof. Pursuant to the Company's 1994 Stock Option Plan (the "1994 Stock Option Plan"), non-employee Directors may be granted non-qualified options to purchase shares of Common Stock of the Company. The Compensation Committee of the Board of Directors administers the 1994 Stock Option Plan and determines which Directors will receive stock options, the number of shares subject to each stock option, the vesting schedule of the options, and the other terms and provisions of the options granted. Stock options typically terminate upon a Director leaving his or her position for any reason other than death or disability. No option may be exercised after the expiration of ten years from its date of grant. Under the Plan, all non-employee Directors receive 10,000 options upon appointment to the Board and receive 3,000 options on the anniversary date of the initial award for as long as the Director serves as a Director of the Company. During the fiscal year ended May 31, 1999, there were 12,000 options granted to non-employee Directors. SUMMARY COMPENSATION TABLE The following table summarizes the compensation paid to the President and Chief Executive Officer of the Company and each of the Company's three other most highly compensated executive officers (the "Named Executives") during or with respect to the 1997, 1998 and 1999 fiscal years for services in all capacities to the Company.
Annual Compensation Long Term Compensation Awards ------------------- ----------------------------- Other Annual Securities All Other Name and Fiscal Salary ($) Bonus Compensation Underlying Compensation ($)(2) Principal Position Year (1) ($) ($) Options (#) - ------------------------------------------------------------------------------------------------------------------- Mark R. Sweetland (3) 1999 190,000 -- -- -- 3,000 President and 1998 80,000 -- -- -- 1,600 Chief Executive Officer 1997 156,000 25,000 -- -- 379,993(4) Joseph P. Mullaney 1999 160,000 -- -- -- 3,000 Vice President and 1998 80,000 -- -- -- 1,600 Chief Financial Officer 1997 125,000 233,125 -- 150,000 4,582 Timothy J. Weatherford(5) 1999 170,000 -- -- -- 3,000 Executive Vice 1998 80,000 -- -- -- 1,600 President, Sales 1997 81,667 37,500 83,329(6) -- 378,531(4)
(1) Includes amounts deferred by Messrs. Sweetland, Mullaney and Weatherford under the Company's 401(k) plan. (2) Except as otherwise noted, amounts listed in this column reflect the Company's contributions to each of the Named Executive's accounts under the Company's 401(k) plan. (3) Mr. Sweetland was appointed as Director, President and Chief Executive Officer in September 1996. Prior to September 1996, Mr. Sweetland served as Vice President of the Company. (4) Represents 204,750 shares, fully vested, of the Company's Common Stock awarded on April 17, 1997. (5) Mr. Weatherford was appointed as Director, Executive Vice President, Sales, in September 1996. Prior to September 1996, Mr. Weatherford served as Branch Manager of the Company's Indianapolis sales office. (6) Represents sales commissions paid under Branch Manager Sales Compensation Plan. OPTION GRANTS IN THE LAST FISCAL YEAR No stock options or stock appreciation rights ("SARs") were granted to Named Executives of the Company during fiscal year 1999. 3 AGGREGATE OPTION EXERCISES IN THE LAST FISCAL YEAR AND OPTION VALUE AT MAY 31, 1999. The following table sets forth the shares acquired and the value realized upon exercise of stock options during the 1999 fiscal year by the President and Chief Executive Officer and each Named Executive and certain information concerning the number and value of unexercised options.
Value of Unexercised Number of Number of Unexercised In-the-Money Option Shares Acquired Value Realized Options at May 31, 1999 At May 31, 1999 ($) Name on Exercise ($) Exercisable/Unexercisable Exercisable/Unexercisable(1) - ---------------------------------------------------------------------------------------------------------------------- Mark R. Sweetland -- -- 43,000 / -- 80,980 / -- Timothy J. Weatherford -- -- 2,500 / -- -- / --
(1) Market value of underlying securities at May 31, 1999 based on a per share value of $2.25 less the aggregate exercise price. EMPLOYMENT CONTRACTS The Company does not have employment contracts with its Named Executives. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION Each of the members of the Board of Directors served as members of the Compensation Committee of the Company's Board of Directors during the fiscal year ended May 31, 1999. Messrs. Sweetland and Weatherford, officers of the Company, participated in the deliberations concerning compensation of all executive officers other than themselves. ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS Information concerning beneficial ownership of the Company's Common Stock, as of August 20, 1999, for (i) each person named in the "Summary Compensation Table" below as a Named Executive of the Company during the fiscal year ended May 31, 1999, (ii) each Director and each of the Company's nominees to the Board of Directors and (iii) all Directors and executive officers of the Company as a group is set forth below. Percentage of Outstanding Common Shares of Common Stock Stock Beneficially Beneficially Owned as of Owned as of Name of Beneficial Owner August 20, 1999 (1) August 20, 1999 (2) - -------------------------------------------------------------------------------- Mark R. Sweetland 305,486(3) 3.66% Timothy J. Weatherford 229,141(3) 2.74% Joseph P. Mullaney 91,328 1.09% William Johnston 1,312,148(3)(4) 15.72% Timothy L. Tyler 10,200(3) * Ronald Elenbaas 7,200(3) * Kenneth Ledeen 7,200(3) * All Directors and executive 1,962,703(5) 23.51% officers as a group (7 persons) - ---------- * Less than one percent (1%). (1) Based upon information furnished by the persons listed. Except as otherwise noted, all persons have sole voting and investment power over the shares listed. A person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date. (2) There were 8,150,289 shares outstanding on August 20, 1999. In addition, 77,300 shares issuable upon exercise of stock options and 120,000 shares issuable upon exercise of warrants held by certain Directors and executive officers of the Company are deemed to be outstanding as of August 20, 1999 for purposes of certain calculations in this table. See notes 3, 4 and 5 below. (3) Includes shares issuable under stock options as follows: Mr. Sweetland - 43,000 shares; Mr. Weatherford - 2,500 shares; Mr. Tyler - 10,200; Mr. Johnston - 7,200; Mr. Elenbaas - 7,200; Mr. Ledeen - 7,200. (4) Includes warrants for 120,000 shares issuable in exchange for $8.00 per share. (5) Includes 77,300 shares issuable upon exercise of stock options and 120,000 shares issuable upon exercise of warrants held by all Directors and executive officers as a group. ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANACTIONS As disclosed in Footnote F to the Company's 1999 Annual Report on Form 10-K, the Company has entered into three distinct financing arrangements with Greenleaf Capital during fiscal years 1998, 1999 and 2000. William D. Johnston, a director of SofTech since September 1996, is the President of Greenleaf Capital. 4 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SofTech, Inc. By /S/ Joseph P. Mullaney ---------------------- Joseph P. Mullaney, Vice President and Chief Financial Officer Date: September 29, 1999 5 -----END PRIVACY-ENHANCED MESSAGE-----