-----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, QGzUeIwlVIOlkG3TT58fmQLvlMx7PXCj+Dl35NFeG4u73KAmWzON/ghujiLW2J/J 9ESl3K/OEsvrRSrLqWYJXw== 0000892569-99-001188.txt : 19990503 0000892569-99-001188.hdr.sgml : 19990503 ACCESSION NUMBER: 0000892569-99-001188 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COAST DISTRIBUTION SYSTEM INC CENTRAL INDEX KEY: 0000728303 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MOTOR VEHICLE SUPPLIES & NEW PARTS [5013] IRS NUMBER: 942490990 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 001-09511 FILM NUMBER: 99605320 BUSINESS ADDRESS: STREET 1: 1982 ZANKER RD CITY: SAN JOSE STATE: CA ZIP: 95112 BUSINESS PHONE: 4084368611 MAIL ADDRESS: STREET 1: 1982 ZANKER RD CITY: SAN JOSE STATE: CA ZIP: 95112 FORMER COMPANY: FORMER CONFORMED NAME: COAST RV INC DATE OF NAME CHANGE: 19880619 10-K405/A 1 FORM 10-K405 AMENDMENT YEAR END DECEMBER 31, 1998 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM 10-K/A FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _______________ Commission File Number: 1-9511 THE COAST DISTRIBUTION SYSTEM, INC. (Exact name of Registrant as specified in its charter) Delaware 94-2490990 (State of Incorporation) (I.R.S. Employer Identification No.) 350 Woodview Avenue, Morgan Hill, California 95037 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (408) 782-6686 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered ------------------- ------------------- Common Stock, par value $.001 per share American Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: None 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 a 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. [X] The aggregate market value of the voting stock held by non-affiliates of the Registrant, as of March 17, 1999, was approximately $10,229,000 (based upon the closing price for shares of the Registrant's Common Stock as reported by the Nasdaq National Market for the last trading date prior to that date). Shares of Common Stock held by each officer, director and holder of 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 a conclusive determination for other purposes. On March 17, 1999, approximately 4,829,640 shares of the Registrant's Common Stock, par value $.001 per share, were outstanding. DOCUMENTS INCORPORATED BY REFERENCE. NONE 2 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Name Age Position ---- --- -------- Thomas R. McGuire.................. 55 Chairman of the Board, Chief Executive Officer and Director Sandra A. Knell.................... 41 Executive Vice President - Finance, Chief Financial Officer and Secretary Jeffrey R. Wannamaker.............. 38 Executive Vice President and President of the Distribution Division of the Company David A. Berger.................... 45 Executive Vice President Dennis A. Castagnola............... 51 Executive Vice President and President of the DTS Products Division of the Company Louis B. Sullivan.................. 74 Director John E. Turco...................... 68 Director Ben A. Frydman..................... 52 Director Robert S. Throop................... 61 Director John W. Casey...................... 55 Director
Thomas R. McGuire is a founder of the Company and for more than five years has been Chairman of the Board and Chief Executive Officer of the Company. From 1981 until August 1985 he also served as the Company's Chief Financial Officer and Secretary. Sandra A. Knell has been the Company's Executive Vice President - Finance, Chief Financial Officer and Secretary since August 1985. From 1984 until she joined the Company, Mrs. Knell was an Audit Manager, and for the prior four years was a senior and staff accountant, with Grant Thornton (formerly Alexander Grant & Co.). Mrs. Knell is a Certified Public Accountant. Jeffrey R. Wannamaker, who joined the Company in 1984, has been Executive Vice President - Operations since 1995. From 1991 and until his promotion to Executive Vice President, Mr. Wannamaker held the position of Senior Vice President - Branch Operations of the Company. Prior to that time he held various other management positions with the Company. In 1997, Mr. Wannamaker was appointed as President of the Company's Coast Distribution Division which markets and supplies products to RV and boating After-Market Customers. David A. Berger served as Executive Vice President - Marketing from May 1988 until September 1993. Due to the growth of the Company's marine products sales, in September 1993 the Company's marketing department was restructured into two separate departments, one for marine products and the other for R.V. products, and Mr. Berger was placed in charge of marketing for the Company's marine products division. From August 1986 to May 1988, Mr. Berger was Senior Vice President - Purchasing of the Company. For the prior 14 years he held various management positions with C/P Products Corp., a distributor of recreation vehicle parts and accessories acquired by the Company in 1985. -2- 3 Dennis A. Castagnola was appointed to his current position of Senior Vice President-Proprietary Products in May 1994, in which he directs the Company's Proprietary Products program. From September 1993 until May 1994, he served as Senior Vice President - R.V. Sales and Marketing. For the prior 19 years, he held various positions with the Company, including Vice President/Division Manager of the Company's Portland, Oregon Distribution Center. In 1997, Mr. Castagnola was appointed as President of the Company's new DTS Division which markets and supplies proprietary products to RV and boating manufacturers and to customers in markets other than the RV and boating After-Market. Louis B. Sullivan has served as a director since 1977, and has been a rancher and private investor since March 1984. John E. Turco has served as a director since 1977, and has been a private investor since 1988, investing primarily in agricultural businesses. Ben A. Frydman has served as a director sine 1988. Mr. Frydman is, and for more than five years has been, engaged in the private practice of law, as a member and shareholder of Stradling Yocca Carlson & Rauth, a Professional corporation, which provided legal services to the Company in 1997. Robert S. Throop has served as a director since 1995. Until his retirement in late 1996, and for more than five years prior thereto, Mr. Throop was the Chairman and Chief Executive Officer of Anthem Electronics, Inc. ("Anthem"), which is a national distributor of semiconductor and computer products. Mr. Throop is also a director of Arrow Electronics, Inc., the corporate parent of Anthem, and the Manitowoc Company. John W. Casey has served as a director since August 1998. From 1980 and until his retirement in 1994, Mr. Casey was President and Chief Executive Officer of Shurflo Pump Mfg. Company ("Shurflo"), which is engaged in the manufacture and sale of pumps used in pumping and circulating water or other liquids in a variety of products and equipment, including recreational vehicles and soft drink dispensing machines. Mr. Casey serves as a director of Shurflo, the Deschutes Basin Land Trust and the RV/MHI Heritage Foundation, Inc. -3- 4 ITEM 11. EXECUTIVE COMPENSATION The following table sets forth compensation received for the three fiscal years ended December 31, 1998, by the Company's Chief Executive Officer, and the other executive officers whose aggregate cash compensation for services rendered to the Company in all capacities in 1998 exceeded $100,000 (collectively, the "Named Officers"): SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION ------------ AWARDS ------------ ANNUAL COMPENSATION SECURITIES NAME AND PRINCIPAL ------------------------------------------ UNDERLYING POSITION YEAR SALARY($) BONUS(1) OPTIONS(#) - ------------------------- ---- --------- -------- ------------ Thomas R. McGuire 1998 $248,276 $20,000 -0- Chairman of the Board 1997 248,303 -0- 47,500 and Chief Executive Officer 1996 263,532 59,250 -0- Sandra A. Knell 1998 143,366 13,500 50,000 Chief Financial Officer 1997 134,039 -0- 20,000 and Executive Vice 1996 121,192 30,500 -0- President Jeffrey R. Wannamaker 1998 160,193 16,500 50,000 Executive Vice President 1997 134,039 -0- 20,000 and President of 1996 121,192 30,500 -0- Distribution Division David A. Berger 1998 112,116 10,000 20,000 Executive Vice President 1997 106,542 -0- 20,000 1996 102,248 30,500 -0- Dennis A. Castagnola 1998 112,116 10,000 20,000 Executive Vice President 1997 108,437 -0- 12,500 and President of the 1996 94,313 22,100 -0- DTS Division
- ----------------- (1) Bonuses were awarded under annual incentive compensation plans. -4- 5 OPTION GRANTS
POTENTIAL REALIZABLE VALUE PERCENT OF OF OPTIONS AT ASSUMED NUMBER OF TOTAL OPTIONS ANNUAL RATES OF STOCK SECURITIES GRANTED TO PRICE APPRECIATION FOR UNDERLYING ALL EMPLOYEES EXERCISE OPTION TERM(4) OPTIONS IN FISCAL PRICE EXPIRATION ------------------------- NAME GRANTED(1) YEAR(2) ($/SHARE)(3) DATE 5% 10% ---- ---------- ------------- ------------ ---------- ---------- ----------- Thomas R. McGuire -0- 0.0% N/A N/A $ -0- $ -0- Sandra A. Knell 50,000 28.9 3.1875 1/07/08 100,000 254,000 Jeffrey R. Wannamaker 50,000 28.9 3.1875 1/07/08 100,000 254,000 David A. Berger 20,000 11.6 3.1875 1/07/08 40,000 101,600 Dennis A. Castagnola 20,000 11.6 3.1875 1/07/08 40,000 101,600
- ---------------------- (1) These options vest in five equal annual installments of 20% of the shares covered by such options. Each option is subject to termination in the event of the optionee's cessation of employment with the Company. (2) Options to purchase an aggregate of 173,000 shares were granted to all employees in fiscal 1998, including the Named Officers. Each non-employee director received options to purchase 2,000 shares in 1998. (3) The exercise price may be paid in cash, in shares of the Company's Common Stock valued at fair market value on the date of exercise, or through a cashless exercise procedure. (4) There is no assurance that the values that may be realized on exercise of such options will be at or near the values estimated in the table, which arbitrary compounded rates of growth of the price of the Company's stock of 5% and 10% per year. OPTION EXERCISES AND FISCAL YEAR-END VALUES There were no option exercises by any of the Named Officers in 1998. In addition, none of the Named Officers held any in-the-money options as of December 31, 1998. -5- 6 COMPENSATION COMMITTEE INTERLOCKS In fiscal 1998, the members of the Compensation Committee were Louis B. Sullivan, Robert S. Throop, and John E. Turco, each of whom is a non-employee director of the Company. DIRECTOR'S COMPENSATION Directors who also are Company employees receive no compensation for serving as directors. Non-employee directors are paid a retainer of $6,000 per year and receive $1,500 for each Board of Directors' meeting attended and are reimbursed for the out-of-pocket expenses incurred in attending those meetings. No compensation is paid for attending meetings of Committees of the Board of Directors on which directors serve. Pursuant to the Company's 1993 Employee Stock Option Plan, each year each non-employee director is automatically granted an option to purchase 2,000 shares of Company stock at an exercise price that is equal to the fair market value of the shares on the date of grant. These options become fully exercisable six months after the date of grant. Upon joining the Board, each new non-employee director receives an option to purchase 2,000 shares, which becomes exercisable in full one year after the date of grant. COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Based on its review of copies of reporting forms and certifications of the Company's directors and executive officers, the Company believes that all filing requirements under Section 16(a) of the Securities Exchange Act of 1934 applicable to its directors and executive officers in the year ended December 31, 1998 were satisfied. -6- 7 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of March 17, 1999, information regarding the ownership of the Company's outstanding common stock by each person known to management to own, beneficially or of record, more than five percent (5%) of the common stock and by each director and the Named Officers of the Company and all directors and officers of the Company as a group.
AMOUNT AND NAME AND ADDRESS NATURE OF PERCENT OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OF CLASS ------------------- ----------------------- -------- Thomas R. McGuire 657,829(2) 13.9% 1982 Zanker Road San Jose, CA 95112 Dimensional Fund Advisors Inc. 404,600(3) 8.3% 1299 Ocean Avenue Santa Monica, CA 90401 John E. Turco 222,192(4) 4.6% Louis B. Sullivan 130,470(4) 2.7% John W. Casey 9,000(4) * Ben A. Frydman 13,000(4) * Robert S. Throop 15,000(4) * Sandra A. Knell 92,465(5) 1.9% Jeffrey R. Wannamaker 72,490(5) 1.5% David A. Berger 60,831(5) 1.2% Dennis A. Castagnola 21,246(5) * All directors and officers as a group (10 persons) 1,315,523(6) 25.7%
- ------------------ * Less than 1%. (1) Except as otherwise noted below, the persons named in the table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to community property laws where applicable. (2) Does not include an aggregate of 50,016 shares held in trust for the benefit of Mr. McGuire's adult children, as to which Mr. McGuire disclaims beneficial ownership. Includes 34,750 shares subject to outstanding stock options exercisable during the 60-day period ending May 17, 1999. (3) In a report filed with the Securities and Exchange Commission, Dimensional Fund Advisors, Inc., a registered investment advisor ("DFA"), has reported that all 404,600 shares are held in portfolios of DFA Investment Dimensions Group, Inc., a registered open ended investment company or in series of the DFA Investment Trust Company, a Delaware business trust , or the DFA Group Trust and DFA Participation Group Trust, investment vehicles for qualified employee benefit plans for which DFA serves as investment manager. DFA disclaims beneficial ownership of all such shares. (4) Includes shares subject to outstanding stock options, as follows: Mr. Sullivan -- 12,000 shares; Mr. Turco -- 12,000 shares; Mr. Frydman -- 12,000 shares; and Mr. Throop -- 10,000 shares. (5) Includes shares subject to outstanding stock options exercisable during the 60-day period ending May 17, 1999, as follows: Ms. Knell -- 54,500 shares; Mr. Wannamaker -- 54,500 shares; Mr. Berger -- 42,500 shares; and Mr. Castagnola -- 16,750 shares. (6) Includes 251,000 shares subject to outstanding stock options exercisable during the 60-day period ending May 17, 1999. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS None. -7- 8 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: April 28, 1999 THE COAST DISTRIBUTION SYSTEM, INC. By: /s/ SANDRA A. KNELL ------------------------------------ Sandra A. Knell, Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment on Form 10K/A has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ THOMAS R. MCGUIRE* Chairman of the Board of Directors, Chief April 28, 1999 - ------------------------------------ Executive Officer and Director Thomas R. McGuire /s/ SANDRA A. KNELL Executive Vice President (Principal April 28, 1999 - ------------------------------------ Financial and Principal Accounting Officer) Sandra A. Knell /s/ JOHN E. TURCO* Director April 28, 1999 - ------------------------------------ John E. Turco Director April __, 1999 - ------------------------------------ Louis B. Sullivan /s/ ROBERT S. THROOP* Director April 28, 1999 - ------------------------------------ Robert S. Throop /s/ BEN A. FRYDMAN Director April 28, 1999 - ------------------------------------ Ben A. Frydman Director April __, 1999 - ------------------------------------ John W. Casey *By: /s/ SANDRA A. KNELL April 28, 1999 ------------------------------- Sandra A. Knell, Attorney-in-Fact
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