-----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, Vqzxp0vSvQXI2ZOXLSkGm15KYzVy7uTf2s66/kIivMeLKkBad26lKHbKnsVkV3Up fuxIPakbeJrTBaycDHb7GQ== 0000914317-98-000067.txt : 19980130 0000914317-98-000067.hdr.sgml : 19980130 ACCESSION NUMBER: 0000914317-98-000067 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19980129 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: LCS INDUSTRIES INC CENTRAL INDEX KEY: 0000058151 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-DIRECT MAIL ADVERTISING SERVICES [7331] IRS NUMBER: 132648333 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-12329 FILM NUMBER: 98516137 BUSINESS ADDRESS: STREET 1: 120 BRIGHTON RD CITY: CLIFTON STATE: NJ ZIP: 07012 BUSINESS PHONE: 2017785588 MAIL ADDRESS: STREET 1: 120 BRIGHTON RD STREET 2: 120 BRIGHTON RD CITY: CLIFTON STATE: NJ ZIP: 07012-1694 FORMER COMPANY: FORMER CONFORMED NAME: LISTFAX COMPUTER SERVICES INC DATE OF NAME CHANGE: 19711013 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- FORM 10-K/A-1 (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, 1997 Commission File No. 0-12329 LCS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 13-2648333 (State of incorporation) (I.R.S. employer identification number) 120 Brighton Road Clifton, New Jersey 07012 (Address of principal executive offices) (zip code) Registrant's telephone number: (973) 778-5588 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock ($.01 par value) (Title of class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Aggregate market value of the voting and non-voting Common Stock held by non-affiliates of the registrant, based on the average of high and low sales prices for December 1, 1997: $70,719,894. The number of shares of Common Stock ($.01 par value) outstanding as of December 1, 1997: 4,810,714. DOCUMENTS INCORPORATED BY REFERENCE None Introduction On December 23, 1997, LCS Industries, Inc. ("LCS" or the "Company"), a Delaware corporation, filed with the Securities and Exchange Commission (the "Commission") its Annual Report on Form 10-K for its fiscal year ended September 30, 1997 (the "1997 Form 10-K"). Pursuant to General Instruction 3 to Form 10-K ("General Instruction 3"), the information called for by Item 10 (insofar as it relates to Directors of the Company) and by Items 11, 12 and 13 of Part III of Form 10-K was not included in the body of the 1997 Form 10-K as filed, but was incorporated by reference to the Company's Proxy Statement which was expected to be filed with the Commission within the 120-day period referred to in General Instruction 3. Because the Company is not in fact filing its Proxy Statement within such 120-day period, this Form 10-K/A-1 amends the 1997 Form 10-K by deleting therefrom the caption and first paragraph of Item 10 and Items 11, 12 and 13 in their entirety, and substituting therefore the following additions to Item 10 and the following replacements for Items 11, 12 and 13. -2- Item 10. Directors, Executives Officers and Significant Employees of the Registrant. The following is a list, as of December 1, 1997, showing the names and ages of all the members of the Board of Directors , all positions and offices with the Company held by each of them and the year from which each said office has been continuously held. Position with the Company Name Age And Date from which Held - ---- --- ------------------------ William Rella 55 President, Chief Operating Officer and Director - 1997 President-Fulfillment Services - 1994 Bernard Ouziel 59 Director - 1983 Joseph R. Barbaro 52 Director - 1996 Mr. Ouziel has been a practicing attorney in private practice for more than the last five years. Mr. Barbaro has been a partner in the accounting firm of Phillips Gold and Company, LLP for more than the last five years. -3- Item 11. Executive Compensation Summary Compensation Table The following table sets forth, for the fiscal years indicated, the cash and other compensation provided by the Company and its subsidiaries to each of the named executive officers of the Company in all capacities in which they served.
SUMMARY COMPENSATION TABLE Long Term All Other Annual Compensation Compensation Compensation ------------------- ------------ ------------ Other Annual Awards Name and Fiscal Salary Bonus Compensation Options Principal Position Year ($) ($) ($) (#)2,3 ($)4 ------------------ ---- --- --- --- ------ ---- ARNOLD J. SCHEINE(1) 1997 545,000 355,643(5) 960,000(6) 0 16,367 President & Chief 1996 550,299 369,876(5) 0 0 16,218 Executive Officer 1995 356,776 330,500 0 226,000 15,352 WILLIAM RELLA 1997 360,000 640,000 0 40,000 19,054 President & Chief 1996 360,000 437,576 0 0 14,679 Operating Officer 1995 240,000 437,500 0 40,000 14,679 MARVIN COHEN 1997 277,648 110,511 0 0 16,965 Senior Vice President & 1996 274,143 125,457 0 0 16,965 Secretary 1995 242,464 124,650 0 22,000 15,950 PAT R. FRUSTACI 1997 143,783 40,000 0 0 9,602 Vice President-Finance 1996 135,673 30,000 0 0 9,599 & Treasurer 1995 88,942 30,000 0 44,000 4,500 LON MANDEL 1997 180,000 449,747 0 0 8,894 President and CEO, 1996 180,000 506,609 0 0 8,876 The SpeciaLISTS Ltd. 1995 180,000 503,251 0 0 8,310
(1) Deceased September 22, 1997. (2) The Company does not grant SARs. All options granted were incentive or non-qualified stock options. (3) Stock options for the 1995 fiscal year have been adjusted, where appropriate, to give effect to the 10% stock dividend paid in January, 1995 and the 2 for 1 stock split paid as a 100% stock dividend on October 24, 1995. -4- (4) Consists of (i) with the exception of Mr. Rella in 1996 and 1995, the Company's matching contribution to the Company's 401(k) Plan, (ii) as to Messrs. Scheine, Cohen and Rella, the total premiums on split-dollar insurance policies during such fiscal year and (iii) as to Mr. Rella in 1997 and Messrs. Frustaci and Mandel, an automobile allowance and associated costs. (5) Effective October 1, 1995, the Company and a wholly owned group Company entered into three year employment agreements with Mr. Scheine. The annual base salaries under the agreements aggregate $545,000 along with other benefits as are customarily given to executives of the Company. Mr. Scheine received an annual bonus equal to two percent of the first five million dollars of pre-tax income and three percent of pre-tax income in excess of five million dollars. In fiscal 1996, a $6,000 loan previously made to Mr. Scheine was forgiven. (6) Represents death benefits payable under employment agreements, described above, and other severance amounts due the late Mr. Scheine. Stock Option Grants The following table sets forth information concerning incentive stock options granted, during the last fiscal year, to the named executive officers.
Potential Realizable Value At Assured Annual Rates of Stock Price Appreciation for Individual Grants Option Term ----------------------------------------------------------------------- ---------------------------- % of Total Options Granted to Exercise or Options Employees in Base Price Expiration Name Granted (#) Fiscal Year ($/Sh) Date 5% ($) 10% ($) ---- ----------- ----------- ------ ---- ------ ------- William Rella 40,000 31 15.00 02/10/07 977,320 1,556,240
-5- Stock Option Exercises and Holdings The following table sets forth information concerning incentive stock options exercised during the last fiscal year and stock options held as of the end of the last fiscal year by the named executive officers.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTIONS VALUES Number of Value of Unexercised Unexercised In-the-Money Options Options at at FY-End (#) FY-End ($) ------------- -------------------- Shares Acquired Exercisable/ Exercisable/ Name on Exercise (#) Value Realized ($) Unexercisable Unexercisable ---- --------------- ------------------ ------------- ------------- Estate of Arnold J. Scheine 110,000 1,196,250 380,000/0 3,528,880/0 Marvin Cohen 66,000 717,750 108,000/0 971,070/0 William Rella 0 0 108,000/60,000 1,546,968/265,000 Lon Mandel 0 0 0/0 0/0 Pat R. Frustaci 0 0 22,000/22,000 332,893/332,893
Item 12. Security Ownership of Certain Beneficial Owners and Management The following table sets forth, to the knowledge of the Company, certain information regarding the beneficial ownership of the Company's Common Stock as of December 1, 1997 (except as otherwise noted in footnotes (5) and (6) to such table): (i) by each person or group known by the Company to own beneficially more than five percent of the Company's Common Stock; (ii) by each Director of the Company; (iii) by each of the five most highly compensated executive officers and other significant employees (the "named executive officers") of the Company during the fiscal year ended September 30, 1997; and (iv) by all officers, Directors and all other significant employees of the Company as a group. -6-
Number of Percent Name and Address(1) Shares(2) of Class - ------------------- --------- -------- Estate of Arnold J. Scheine 1194 Hillsboro Mile Hillsboro Beach, FL 33062 698,032(3) 13.7% Marvin Cohen 120 Brighton Road Clifton, New Jersey 07012 444,054(4) 9.1% Heartland Advisors, Inc. William J. Nasgovitz, President 790 North Milwaukee Street Milwaukee, Wisconsin 53202 806,460(5) 16.8% Bernard Ouziel 120 Brighton Road Clifton, New Jersey 07012 92,300 1.9% Joseph R. Barbaro 1140 Avenue of the Americas New York, NY 10036 8,200 0.2% Gerald A. King 100 Enterprise Place Dover, Delaware 19901 306,005 6.4% Lon Mandel 1200 Harbor Boulevard Weehawken, New Jersey 07087 25,077 0.5% Kennedy Capital Management, Inc. 10829 Olive Boulevard St. Louis, Missouri 63141 351,175(6) 7.3% Phyllis Stein 1200 Harbor Boulevard Weehawken, New Jersey 07087 17,171 0.4% William Rella 120 Brighton Road Clifton, New Jersey 07012 194,629 4.0% Pat R. Frustaci 120 Brighton Road Clifton, NJ 07012 33,000 0.7% All officers, Directors and other significant employees as a group (9 persons) 1,129,342 22.1%
-7- (1) Unless otherwise indicated, the named beneficial owner possesses sole voting and dispositive power with respect to the shares. (2) Assumes exercise of stock options presently outstanding and exercisable within 60 days as follows: Estate of Mr. Scheine - 270,000; Mr. Cohen - 86,000; Mr. Ouziel - 52,700; Mr. Barbaro - 2,200; Mr. Rella - 108,000; Mr. Frustaci - 33,000; all officers, Directors and other significant employees, as a group 289,425. (3) Includes 7,330 shares of Common Stock owned of record and beneficially by Mrs. Scheine, 175,000 shares of Common Stock registered in the name of HAS Investments, L.P. and 80,162 shares in the name of Scheine Holdings, L.P., limited partnerships created for estate planning purposes. (4) Includes 2,200 shares of Common Stock owned of record and beneficially by Mr. Cohen's wife as to which shares he disclaims beneficial ownership. (5) Based on a statement on Schedule 13G dated December 8, 1997. (6) Based on information obtained directly from Kennedy Capital Management as of December 3, 1997. Item 13. Certain Relationships and Related Transactions. Mr. Ouziel, Director, performed legal services for the Company during the fiscal year ended September 30, 1997 and was paid therefor the aggregate sum of $56,500. The firm of Phillips Gold and Company, LLP, of which Mr. Barbaro, Director, is a partner, performed accounting, tax and other consulting services during the fiscal year ended September 30, 1997 and was paid therefor the aggregate sum of $194,249. -8- 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. LCS INDUSTRIES, INC. By: /s/William Pella ---------------- William Rella President Date: January 28, 1998 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on December 18, 1997. Signature Title --------- ----- /s/William Rella President (Principal Executive Officer) and Director - ----------------- William Rella /s/Pat R. Frustaci Vice President - Finance, Chief Financial Officer, - ------------------ Treasurer and Assistant Secretary (Principal Pat R. Frustaci Accounting Officer) /s/Marvin Cohen Senior Vice President and Secretary - --------------- Marvin Cohen /s/Joseph R. Barbaro Director - -------------------- Joseph R. Barbaro /s/Bernard Ouziel Director - ----------------- Bernard Ouziel -9- -----END PRIVACY-ENHANCED MESSAGE-----