-----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, L9GSs3oYxyvVyN5GkCz+Ioh/XpGGzuAgM1EmiMlPtxMzHT8hoIcyNC4JaUOsr0Zt +K6keWDlKzB5i4BqoIQzUQ== 0000950147-96-000146.txt : 19960501 0000950147-96-000146.hdr.sgml : 19960501 ACCESSION NUMBER: 0000950147-96-000146 CONFORMED SUBMISSION TYPE: 10KSB/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960430 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CERPROBE CORP CENTRAL INDEX KEY: 0000725259 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 860312814 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10KSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-11370 FILM NUMBER: 96553328 BUSINESS ADDRESS: STREET 1: 600 S ROCKFORD DR CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: 6029677885 MAIL ADDRESS: STREET 1: 600 S ROCKFORD DR CITY: TEMPE STATE: AZ ZIP: 85281 10KSB/A 1 FORM 10-KSB SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB/A Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1995 Commission File Number 0-11370 ------- CERPROBE CORPORATION -------------------- (Name of small business issuer in its charter) Delaware 86-0312814 - ------------------------------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 600 South Rockford Drive, Tempe, Arizona 85281 ---------------------------------------------- (Address of principal executive offices)(Zip Code) Issuer telephone number, including area code: (602) 967-7885 -------------- Securities registered under Section 12(b) of the Act: None ---- (Title of Class) Securities registered under Section 12(g) of the Act: Common Stock, Par Value $.05 Per Share -------------------------------------- (Title of Class) Indicate by check mark whether the issuer (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-KSB or any amendment to this Form 10-KSB. [ ]. The issuer's revenues for the fiscal year ended December 31, 1995 were $26,098,637. As of March 22, 1996, the aggregate market value of the voting stock held by non-affiliates of the registrant, computed by reference to the last sale price of such stock as of such date on the Nasdaq National Market, was $40,826,352. Shares of Common Stock held by each officer and director and by each person who owned 5% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily conclusive. As of March 22, 1996, there were 4,281,553 shares of the registrant's Common Stock outstanding. Transitional Small Business Disclosure Format: Yes No X DOCUMENTS INCORPORATED BY REFERENCE Portions of the Company's Registration Statement on Form 8-A/A (No. 0-11370) and Registration Statement on Form S-8 (No. 33-65200) are incorporated by reference in Part IV hereof. ITEM 11. As amended: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT - -------------------------------------------------------------- The following table sets forth certain information regarding beneficial ownership of the Company's Common Stock as of March 22, 1996 by (i) each director and each nominee for director; (ii) each Named Officer set forth in the Summary Compensation Table under the section entitled "Executive Compensation"; (iii) all directors, executive officers, and key employees of the Company as a group; and (iv) each person known by the Company to be the beneficial owner of more than 5% of the Common Stock. The information as to beneficial ownership is based upon statements furnished to the Company by such persons. Name and Address Amount and Nature Percent of of Beneficial Owner(1) of Beneficial Ownership(2) Class(3) - ---------------------- -------------------------- -------- Ross J. Mangano 596,834(4) 13.9% Ross J. Mangano, et al., Trustees 380,200 8.9% William A. Fresh 344,297(5) 8.0% 112 W. Jefferson Blvd. Suite 613 South Bend, IN 46601 Judd C. Leighton 260,000(6) 5.7% 112 W. Jefferson Blvd. Suite 603 South Bend, IN 46601 Mary Morris Leighton 260,000(7) 5.7% 112 W. Jefferson Blvd. Suite 603 South Bend, IN 46601 Kenneth W. Miller 193,070(8) 4.5% C. Zane Close 41,600(9) 1.0% Donald F. Walter 16,334(10) * Michael K. Bonham 90,034(11) 2.1% Eswar Subramanian 89,234(12) 2.1% Henry Wong 65,011(13) 1.5% All executive officers and directors as a group (eight persons) 1,501,503(14) 33.3% - ------------ *Less than 1%. (1) Each director, nominee and officer of the Company may be reached through the Company at 600 South Rockford Drive, Tempe, Arizona 85281. (2) Unless otherwise indicated, and subject to community property laws where applicable, all shares are owned of record by the persons named and the beneficial ownership consists of sole voting power and sole investment power. (3) The percentages shown include the shares of Common Stock actually owned as of March 22, 1996 and the shares of Common Stock that the identified person or group had the right to acquire within 60 days of March 22, 1996 pursuant to the exercise of stock options or conversion of securities. In calculating the 2 percentage of ownership, all shares of Common Stock that the identified person or group had the right to acquire within 60 days of March 22, 1996 upon the exercise of stock options or conversion of securities are deemed to be outstanding for the purpose of computing the percentage of the shares of Common Stock owned by such person or group, but are not deemed to be outstanding for the purpose of computing the percentage of the shares of Common Stock owned by any other person. (4) Includes 20,000 shares in the name of Nat & Co. voted pursuant to a power of attorney, 51,300 shares in the name of Oliver & Company voted pursuant to a power of attorney, 120,000 shares in the name of Millie M. Cunningham voted pursuant to a power of attorney, 380,200 shares held in the name of Troon & Co., Ross J. Mangano, et al., Trustees, for which Mr. Mangano serves as a trustee, 10,000 shares which Mr. Mangano has the right to acquire at an exercise price of $1.00 per share pursuant to the exercise of options granted in September 1992, 13,334 shares which Mr. Mangano has the right to acquire at an exercise price of $5.75 per share pursuant to the exercise of options granted in September 1994, and 2,000 shares which Mr. Mangano has the right to acquire at an exercise price of $8.25 per share pursuant to the exercise of options granted in June 1995. (5) Includes 162,700 shares held by WAF Investment Company, a company 100% owned by Mr. Fresh and his wife, and 78,477 shares held by Orem Tek Development Corp., a company 100% owned by Mr. Fresh, and reflects 2,000 shares which Mr. Fresh has the right to acquire at an exercise price of $8.25 per share pursuant to the exercise of options granted in June 1995. (6) Includes 200,000 shares with respect to which Judd C. Leighton has the right to acquire sole voting and investment power pursuant to the conversion of $200,000 in principal amount of the Company's 12 1/2% Convertible Subordinated Debentures due December 15, 1996, which are convertible at any time prior to maturity into shares of Common Stock at the rate of $1.00 per share, and 60,000 shares with respect to which Mr. Leighton has the right to acquire shared voting and investment power pursuant to the conversion of $60,000 in principal amount of the Company's 12 1/2% Convertible Subordinated Debentures due December 15, 1996, held by Leighton-Oare Foundation, Inc., a corporation for which Mr. Leighton and his wife, Mary Morris Leighton, serve as directors. (7) Includes 200,000 shares with respect to which Mary Morris Leighton has the right to acquire sole voting and investment power pursuant to the conversion of $200,000 in principal amount of the Company's 12 1/2% Convertible Subordinated Debentures due December 15, 1996, which are convertible at any time prior to maturity into shares of Common Stock at the rate of $1.00 per share, and 60,000 shares with respect to which Mrs. Leighton has the right to acquire shared voting and investment power pursuant to the conversion of $60,000 in principal amount of the Company's 12 1/2% Convertible Subordinated Debentures due December 15, 1996 held by Leighton-Oare Foundation, Inc., a corporation for which Mrs. Leighton and her husband, Judd C. Leighton, serve as directors. (8) Includes 127,736 shares held by U.S. Trust Company of California, N.A., as trustee for the Kenneth W. Miller Charitable Remainder Unitrust. Mr. Miller may be deemed to have shared voting and investment power with respect to these shares. Also includes 30,000 shares which Mr. Miller has the right to acquire at an exercise price of $.50 per share pursuant to the exercise of options granted in July 1990, 10,000 shares which Mr. Miller has the right to acquire at an exercise price of $1.00 per share pursuant to the exercise of options granted in September 1992, 13,334 shares which Mr. Miller has the right to acquire at an exercise price of $5.75 per share pursuant to the exercise of options granted in September 1994, and 2,000 shares which Mr. Miller has the right to acquire at an exercise price of $8.25 per share pursuant to the exercise of options granted in June 1995. (9) Includes 40,000 shares which Mr. Close has the right to acquire at an exercise price of $5.75 per share pursuant to the exercise of options granted in September 1994. 3 (10) Includes 13,334 shares which Mr. Walter has the right to acquire at an exercise price of $5.75 per share pursuant to the exercise of options granted in September 1994 and 2,000 shares which Mr. Walter has the right to acquire at an exercise price of $8.25 per share pursuant to the exercise of options granted in June 1995. (11) Includes 33,334 shares which Mr. Bonham has the right to acquire at an exercise price of $5.75 pursuant to the exercise of options granted in September 1994. (12) Includes 23,334 shares which Mr. Subramanian has the right to acquire at an exercise price of $5.75 per share pursuant to the exercise of options granted in September 1994. (13) Includes 5,000 shares which Mr. Wong has the right to acquire at an exercise price of $10.50 per share pursuant to the exercise of options granted in August 1995 and 2,000 shares which Mr. Wong's spouse has the right to acquire at an exercise price of $10.50 per share pursuant to the exercise of options granted in August 1995. (14) Includes 223,004 shares of Common Stock that members of the group had the right to acquire as of March 22, 1996 or within 60 days of March 22, 1996 pursuant to the exercise of stock options. 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. CERPROBE CORPORATION /s/ Roseann Tavarozzi --------------------- Roseann Tavarozzi Vice President - Finance and Assistant Secretary Dated: April 25, 1996 -----END PRIVACY-ENHANCED MESSAGE-----