-----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, IuxlJTAK4COcKR3FnJqBgSErHyZaN7WGStMMEokENPYIJ3lPL5T/XfgFTmHjNjDq wqZEH3sr//SHkgGzQC9Zsg== 0000950123-96-005968.txt : 19961029 0000950123-96-005968.hdr.sgml : 19961029 ACCESSION NUMBER: 0000950123-96-005968 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19961028 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: JACO ELECTRONICS INC CENTRAL INDEX KEY: 0000052971 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 111978958 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-05896 FILM NUMBER: 96648709 BUSINESS ADDRESS: STREET 1: 145 OSER AVE CITY: HAUPPAUGE STATE: NY ZIP: 11788 BUSINESS PHONE: 5162735500 MAIL ADDRESS: STREET 1: 145 OSER AVE CITY: HAUPPAUGE STATE: NY ZIP: 11788 10-K/A 1 JACO ELECTRONIC, INC. AMENDMENT TO FORM 10-K 1 FORM 10-K/A AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 .........................................June 30, 1996 / / 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 0-5896 JACO ELECTRONICS, INC. (Exact name of registrant as specified in its charter) New York 11-1978958 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
145 Oser Avenue, Hauppauge, New York 11788 (Address of principal executive offices) (Zip Code) Company's telephone number, including area code: (516) 273-5500 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, $0.10 per share (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes: X No: ----- ----- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. / / The aggregate market value of Common Stock held by non-affiliates of the Company, computed by reference to the closing price on September 20, 1996 was $22,722,237. Number of shares outstanding of each class of Common Stock, as of September 20, 1996: 3,888,221 shares (excluding 87,500 shares of treasury stock). DOCUMENTS INCORPORATED BY REFERENCE: None. 2 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The directors and executive officers of the Company, their ages, and their positions and terms of office with the Company are set forth below.
Name Age Title ---- --- ----- Joel H. Girsky 57 Chairman of the Board, President, Treasurer, and Director Charles B. Girsky 62 Executive Vice President and Director of the Company Jeffrey D. Gash 43 Vice President, Finance of the Company Stephen A. Cohen 59 Director Edward M. Frankel 58 Director
Joel H. Girsky has been a Director and executive officer of the Company since it was founded in 1961. He also is a Director of Nastech Pharmaceutical Company, Inc. of Hauppauge, New York, and Frequency Electronics, Inc. of Uniondale, New York. Messrs. Joel H. Girsky and Charles B. Girsky are brothers. Charles B. Girsky became an executive officer of the Company on August 2, 1985 and has been its Executive Vice President since January 1988. Since April, 1984, he has been President of Distel, Inc., a wholly-owned subsidiary of the Company since August 1985. He was a founder, Director, and the President of the Company from 1961 through January 1983, and was elected a Director of the Company again in 1986. Messrs. Charles B. Girsky and Joel H. Girsky are brothers. Jeffrey D. Gash became Vice President of Finance of the Company in January, 1989, and was Controller of the Company for more than five years prior thereto. He has also served in similar capacities with the Company's subsidiaries. Stephen A. Cohen has been a Director of the Company since 1970. Since August, 1989, he has practiced law as a member of Morrison Cohen Singer & Weinstein, LLP, general counsel to the Company. For more than five years prior thereto, he was engaged in the practice of law as a member of the firm of Friedlander, Gaines, Cohen & Rosenberg, former general counsel to the Company. Edward M. Frankel became a Director of the Company in May, 1984. For more than five years, he has been President of Vitaquest International, Inc., a regional distributor of vitamins and health and beauty products, and its predecessor entities. 2 3 OTHER KEY EMPLOYEES The Company also considers the following individuals to be key to its operations: Denis Haggerty, Vice President of marketing -- Passives. Mr. Haggerty, who is 63 years old, oversees marketing of passive components and has been employed by the Company for approximately 30 years. Morton J. Denson, Vice President of Marketing -- Actives. Mr. Denson, who is 62 years old, oversees marketing of active components and has been employed by the Company for over 9 years. Herbert Entenberg, Vice President of Management and Information Systems and Secretary. Mr. Entenberg has been employed by the Company for over 16 years. Mr. Entenberg, who is 62 years old, oversees management information systems and operations and is responsible for developing and implementing the Company's inventory control system. ITEM 11. EXECUTIVE COMPENSATION The following table sets forth, for the Company's three most recently ended fiscal years, the compensation paid or accrued to the President of the Company and to the executive officers and other key employees of the Company, other than the President, whose aggregate annual salary and bonus for the Company's last fiscal year exceeded $100,000: SUMMARY COMPENSATION TABLE
Long-Term Compensation ------------------------------------------------ Annual Compensation Awards Payouts ----------------------------------------- ------------------- ------- Name and Other Restricted All Other Principal Annual Stock Options/ LTIP Compensation Position Year Salary($) Bonus($) Compensation($) Awards($) SARs (#) Payouts($) ($)(2) - -------- ---- --------- -------- --------------- --------- -------- ---------- ------ Joel H. Girsky, 1994 250,000 76,000 -- -- 81,400 -- 62,519 Chairman of the Board, 1995 300,000 193,000 -- -- -- -- 72,100 President, and Treasurer(1) 1996 325,000 387,000 -- -- -- -- 84,301 Charles B. Girsky, 1994 181,000 17,997 -- -- -- -- 3,783 Executive Vice President 1995 206,720 42,073 -- -- -- -- 3,947 of the Company 1996 225,000 96,535 -- -- 15,000 -- 5,608 Jeffrey D. Gash, 1994 96,000 10,000 -- -- 4,033 -- 1,663 Vice President, Finance of 1995 96,347 10,000 -- -- -- -- 1,806 the Company 1996 96,000 42,595 -- -- 5,000 -- 1,841 Denis Haggerty, 1994 90,000 31,377 -- -- 3,667 -- 11,165 Vice President 1995 90,348 36,964 -- -- -- -- 11,029 Marketing 1996 90,000 58,389 27,651(3) -- 5,000 -- 11,302
3 4
Long-Term Compensation ------------------------------------------------ Annual Compensation Awards Payouts ----------------------------------------- ------------------- ------- Name and Other Restricted All Other Principal Annual Stock Options/ LTIP Compensation Position Year Salary($) Bonus($) Compensation($) Awards($) SARs (#) Payouts($) ($)(2) - -------- ---- --------- -------- --------------- --------- -------- ---------- ------ Morton J. Denson, 1994 114,998 19,887 -- -- -- -- 8,891 Vice President of 1995 115,440 37,955 -- -- -- -- 8,957 Marketing 1996 114,998 50,000 -- -- 2,500 -- 9,330 Herbert Entenberg, 1994 102,560 4,363 -- -- 3,667 -- 3,436 Vice President of 1995 102,816 16,155 -- -- -- -- 3,538 Management and 1996 102,560 20,188 -- -- 2,500 -- 3,197 Information Systems, and Secretary
- ----------------------- (1) Mr. Joel Girsky entered into a four-year employment agreement with the Company, effective as of July 1, 1993, to serve as the Company's Chairman, President and Treasurer. Pursuant to the agreement, Mr. Girsky shall receive a base salary of $250,000 for the fiscal year ended June 30, 1994, $300,000 for the fiscal year ended June 30, 1995, and $325,000 for the fiscal years ended June 30, 1996 and June 30, 1997. In addition, he is entitled to receive a cash bonus equal to four percent (4%) of the Company's earnings before income taxes for each year in which such earnings are in excess of $1,000,000, and six percent (6%) of the Company's earnings before income taxes for each year in which such earnings are in excess of $2,500,000. Mr. Girsky or his estate, as the case may be, is entitled to receive a payment of $500,000 if he dies or becomes permanently disabled during the term of the employment agreement. The death and disability benefit is funded by a "key man" life insurance policy maintained by the Company. In the event of Mr. Girsky's cessation of employment with the Company, upon his request, the Company is obligated to transfer such policy to Mr. Girsky. Thereafter, the Company would have no further liability for the payment of such benefit or the premiums on such policy. In addition, pursuant to the terms of the employment agreement, Mr. Girsky is to receive deferred compensation which accrues at the rate of $50,000 per year, and becomes payable in a lump sum at the later of (i) Mr. Girsky's attainment of age 60, or (ii) his cessation of employment, with or without cause by the Company at any time after July 1, 1993. In the event of a change in control resulting in termination of Mr. Girsky's employment, Mr. Girsky will receive between $450,000 and $600,000, depending on the date of termination. (2) Includes auto expenses, 401(k) matching contributions by the Company, premiums paid on group term life insurance, taxable portion of split dollar life insurance policies and deferred compensation accrued in connection with Mr. Joel Girsky's employment agreement with the Company, as described in footnote (1) above. Auto expenses for fiscal 1996 for the Named Executives were as follows: Mr. Joel Girsky -- $23,686, Mr. Charles Girsky -- $2,110, Mr. Gash -- $724, Mr. Entenberg -- $2,001, Mr. Haggerty -- $9,600 and Mr. Denson -- $7,200. 401(k) matching contributions for fiscal 1996 for the Named Executives were as follows: Mr. Joel Girsky -- $988, Mr. Charles Girsky -- $1,041, Mr. Gash -- $1,035, Mr. Entenberg -- $957, Mr. Haggerty -- $1,140 and Mr. Denson -- $1,217. Premiums paid on group term life insurance for fiscal 1996 for the Named Executives were as follows: Mr. Joel Girsky -- $1,575, Mr. Charles Girsky $2,457, Mr. Gash -- $82, Mr. Entenberg -- $239, Mr. Haggerty -- $562 and Mr. Denson -- $913. The taxable portion of split dollar life insurance policies for Mr. Joel Girsky was $8,052 for fiscal 1996. $50,000 deferred compensation was accrued in fiscal 1996 in connection with Mr. Joel Girsky's employment agreement with the Company. (3) Includes information regarding value realized (market value on date of exercise less exercise price) on stock options previously granted under the Company's option plans and exercised during fiscal 1996 by Mr. Haggerty. 4 5 STOCK OPTIONS The following tables set forth information concerning the grant of stock options made during Fiscal 1996 to each of the persons described in the Summary Compensation Table on page 4 and the number and value of unexercised options held by them at the fiscal year-end. OPTION/SAR GRANTS IN LAST FISCAL YEAR
- --------------------------------------------------------------------------------------------------------------------------- Individual Grants(1) - --------------------------------------------------------------------------------------------------------------------------- Percent of Potential Realizable Value Total at Assumed Annual Rates Options/ of Stock Price Appreciation SARs For Option Term(2) Options/ Granted to ------------------ SARs Employees Exercise or Granted in Fiscal Base Price Expiration Name (#) Year ($/Sh) Date 5% ($) 10%($) ------------------------------------------------------------------------------------------------------------------ Joel H. Girsky 0 0% -- -- $ -- $ -- Charles B. Girsky 15,000 24% $12.75 November 8, 2000 $52,839 $116,760 Jeffrey D. Gash 5,000 8% $12.75 November 8, 2000 $17,613 $ 38,920 Denis Haggerty 5,000 8% $12.75 November 8, 2000 $17,613 $ 38,920 Morton J. Denson 2,500 4% $12.75 November 8, 2000 $ 8,807 $ 19,460 Herbert Entenberg 2,500 4% $12.75 November 8, 2000 $ 8,807 $ 19,460
- ---------- (1) The options in the table were granted on November 8, 1995 under the Company's 1993 Non-Qualified Plan and have exercise prices equal to the fair market value of the Common Stock on the date of grant. The options become exercisable one year from the date of grant. (2) The potential realizable value assumes that the stock price increases from the date of grant until the end of the option term (5 years) at the annual rate of 5% and 10%. The assumed annual rates of appreciation are computed in accordance with the rules and regulations of the Securities and Exchange Commission. No assurance can be given that the annual rates of appreciation assumed for the purposes of the table will be achieved, and actual results may be lower or higher. 5 6 AGGREGATE OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
Value of Unexercised Number of Unexercised In-the-Money Shares Option/SARs at Option/SARs at Acquired FY-End (#) FY-End ($)(1) on Value ---------------------------- ----------------------------- Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable ----------- ----------- ----------- ------------- ----------- ------------- Joel H. Girsky -- -- 81,400 -- 428,754 -- Charles B. Girsky -- -- -- 15,000 -- -- Jeffrey D. Gash -- -- 4,033 5,000 21,242 -- Dennis Haggerty 3,667 27,651 -- 5,000 -- -- Morton J. Denson -- -- -- 2,500 -- -- Herbert Entenberg -- -- 3,667 2,500 19,629 --
- ------------------- (1) Based on the fair market value per share of the Common Stock at year end, minus the exercise or base price on "in-the-money" options. The closing sale price for the Company's Common Stock as of June 30, 1996 on the NASDAQ National Market System was $10.125. COMPENSATION OF DIRECTORS Pursuant to the Company's 1993 Stock Option Plan for Outside Directors (the "Outside Directors Plan"), the Company's outside directors (directors who are not employees of the Company) were each granted options on December 31, 1993 to purchase 14,667 shares of Common Stock. In addition, the Outside Directors Plan provides that each outside director shall also be granted on each December 31 subsequent to December 31, 1993 stock options to purchase 2,933 shares of Common Stock. All options granted under the Outside Directors' Plan are immediately exercisable, and the exercise price per share of each option is equal to the fair market value of the shares of Common Stock on the date of grant. EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS The Company's employment agreement with Mr. Joel Girsky is described in the footnotes to the Summary Compensation Table on page 4 of this Proxy Statement. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION Stephen A. Cohen, a Director of the Company, is a member of Morrison Cohen Singer & Weinstein, LLP, general counsel to the Company. Mr. Cohen currently owns 4,789 shares of Common Stock and options to purchase an additional 20,533 shares of Common Stock. Mr. Cohen 6 7 is one of the two members of the Company's Compensation Committee, the committee responsible for determining and administering the Company's compensation policies for the remuneration of the Company's senior management. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth the number and percentage of shares of Common Stock owned as of October 17, 1996 (i) by each director of the Company and each nominee for director, (ii) all persons who, to the knowledge of the Company, are the beneficial owners of more than 5% of the outstanding shares of Common Stock, (iii) each of the executive officers and other key employees named in the Summary Compensation Table, and (iv) all of the Company's directors, executive officers and such other key employees, as a group. Each person named in the table has sole investment power and sole voting power with respect to the shares of Common Stock set forth opposite such person's name, except as otherwise indicated.
Percentage of Number of Shares Common Stock Name of Beneficial Owner Beneficially Owned(1) Outstanding(2) - ------------------------ --------------------- -------------- Joel H. Girsky President, Treasurer and Director 522,540(3) 13.2% Charles B. Girsky Executive Vice President and Director of the Company 263,274(4) 6.7%
- ----------------------- ** Less than 1%. (1) Includes shares of Common Stock issuable pursuant to options exercisable within sixty (60) days from the date hereof. (2) Based upon (i) 3,888,221 shares of Common Stock issued and outstanding (excluding 87,500 shares of treasury stock), plus, if appropriate, (ii) the number of shares of Common Stock which may be acquired by the named person or by all persons included in the group pursuant to the exercise of options exercisable within sixty (60) days from the date hereof. (3) Includes 81,400 shares of Common Stock acquirable pursuant to the exercise of options granted under the Company's 1993 Non-Qualified Stock Option Plan. (4) Includes 15,000 shares of Common Stock acquirable pursuant to the exercise of options granted under the Company's 1993 Non-Qualified Stock Option Plan. 7 8
Percentage of Number of Shares Common Stock Name of Beneficial Owner Beneficially Owned(1) Outstanding(2) - ------------------------ --------------------- -------------- Stephen A. Cohen Director 25,322(5) ** Edward M. Frankel Director 20,533(5) ** Jeffrey D. Gash Vice President, Finance of the Company 9,565(6) ** Denis Haggerty Vice President of Marketing 5,000(7) ** Morton J. Denson Vice President of Marketing 4,500(8) ** Herbert Entenberg Vice President of Management and Information Systems, and Secretary 6,167(9) ** T. Rowe Price Associates 100 East Pratt Street Baltimore, MD 21202 309,000(10) 7.9% All Directors, executive officers and other key employees as a group (8 persons) 856,901(11) 21.2%
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS During the year ended 1996, the Company incurred approximately $571,000 of rental expenses in connection with its main headquarters and centralized inventory distribution facility, located in Hauppauge, New York, which was paid to Bemar Realty Company ("Bemar"), the owner of such premises. Bemar is a partnership consisting of Messrs. Joel Girsky and Charles Girsky, both of whom are officers, directors and principal shareholders of the Company. The lease on the property, which is net of all expenses, including taxes, utilities, insurance, maintenance and repairs was - ------------------- (5) Includes 20,533 shares of Common Stock acquirable pursuant to the exercise of options granted under the Company's 1993 Stock Option Plan For Outside Directors. (6) Includes of 9,033 shares of Common Stock acquirable pursuant to the exercise of options granted under the Company's 1993 Non-Qualified Stock Option Plan. (7) Consists of 5,000 shares of Common Stock acquirable pursuant to the exercise of options granted under the Company's 1993 Non-Qualified Stock Option Plan. (8) Includes 2,500 shares of Common Stock acquirable pursuant to the exercise of options granted under the Company's 1993 Non-Qualified Stock Option Plan. (9) Consists of 6,167 shares of Common Stock acquirable pursuant to the exercise of options granted under the Company's 1993 Non-Qualified Stock Option Plan. (10) These securities are owned by T. Rowe Price New Horizons Fund, Inc. for which T. Rowe Price Associates, Inc. ("Price Associates") serves as investment advisor. For purposes of the reporting requirements of the Securities Exchange Act of 1934, Price Associates is deemed to be a beneficial owner of such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities. (11) Includes 160,166 shares of Common Stock acquirable pursuant to the exercise of options. 8 9 renewed on January 1, 1996 and expires on December 31, 2003. The current rental rate is lower than the rate paid under the prior lease. During fiscal 1996, Joel H. Girsky, the Chairman, President and Treasurer of the Company, was indebted to the Company under demand loans bearing interest at a rate of 9 3/4% per annum, the greatest amount of which indebtedness was $313,808 during such fiscal year. Such indebtedness was repaid in full on October 27, 1995. In September 1995, the Company's Board of Directors adopted a policy prohibiting the Company from making any loan or advance of money or property to, or guaranteeing the obligation of, any non-employee director of the Company and limiting the Company's ability to make such loans, advances or guarantees to employee directors and executive officers of the Company or its subsidiaries unless a majority of independent disinterested outside directors determine that such loan, advance or guarantee may reasonably be expected to benefit the Company. See also "Executive Compensation -- Compensation Committee Interlocks and Insider Participation." 9 10 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. JACO ELECTRONICS, INC. Date: October 25, 1996 By: /s/ Jeffrey D. Gash -------------------------------- Jeffrey D. Gash, Vice President- Finance -----END PRIVACY-ENHANCED MESSAGE-----