-----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, BVvQySqHCSzQlWfoHXplY3MTWm+ducZsxplzPToV1UlYqYp4qaJ3ve5TtFF3d8wY T6mOy+nAj8Hm26/AzX9dpA== 0000910680-98-000301.txt : 19980810 0000910680-98-000301.hdr.sgml : 19980810 ACCESSION NUMBER: 0000910680-98-000301 CONFORMED SUBMISSION TYPE: 10KSB/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980807 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICROFRAME INC CENTRAL INDEX KEY: 0000754813 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 222413505 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10KSB/A SEC ACT: SEC FILE NUMBER: 000-13117 FILM NUMBER: 98679775 BUSINESS ADDRESS: STREET 1: 21 MERIDIAN RD CITY: EDISON STATE: NJ ZIP: 08820 BUSINESS PHONE: 2014944440 MAIL ADDRESS: STREET 1: 21 MERIDIAN RD CITY: EDISON STATE: NJ ZIP: 08820 10KSB/A 1 MICROFRAME, INC. FORM 10KSB/A U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB/A (Amendment No. 1) [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 1998 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission File No.: 0-13117 ------- MICROFRAME, INC. --------------------------------------------- (Name of Small Business Issuer in Its Charter) New Jersey 22-2413505 -------------------------------- ------------------------------------ (State or Other Jurisdiction of (IRS Employer Identification Number) Incorporation or Organization) 21 Meridian Road, Edison, New Jersey 08820 ------------------------------------------ ----------- (Address of Principal Executive Offices) (Zip Code) Issuer's telephone number, including area code: (732) 494-4440 --------------- Securities registered under Section 12(b) of the Exchange Act: None ---- Securities registered under Section 12(g) of the Exchange Act: Common Stock, $.001 par value ----------------------------- Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [ ] [ ] Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy 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 its most recent fiscal year totaled $10,217,911. The aggregate market value of the voting stock held by non-affiliates computed by reference to the average of the bid and asked prices as reported by the National Quotation Bureau as of June 25, 1998 was approximately $17,531,345. There were 5,296,479 shares of Common Stock outstanding as of June 25, 1998. DOCUMENTS INCORPORATED BY REFERENCE None PART I This amendment to Form 10-KSB for the period ended March 31, 1998 is filed to amend certain portions of Item 10 and Item 11 of Form 10-KSB filed on July 14, 1998. Item 10. Executive Compensation. Option Grants in Fiscal Year 1998 The following table sets forth certain information concerning stock option grants during the year ended March 31, 1998 to the Named Executive Officers:
Individual Grants ---------------------------------------------------------------------------------- Percent Number of of Total Securities Options Exercise Underlying Granted to or Base Options Employees in Price Expiration Name Granted(#) Fiscal Year ($/Sh) Date - ---- ---------- ------------ -------- ------------ Stephen M. Deixler 10,000(1) N/A $1.50 9/17/01 Stephen B. Gray 75,000(2) 4.2% $1.75 05/04/07 Michael Radomsky 42,839(2) 2.4% $1.75 05/04/07 William H. Whitney 42,839(2) 2.4% $1.75 05/04/07 John F. McTigue 70,760(2) 3.9% $1.34 07/02/07 30,000 2.5% $1.34 07/02/07
(1) Represents stock options granted to Mr. Deixler under the 1994 Stock Option Plan in consideration of his service to the Company as a director. (2) Represent options issued under a Time Accelerated Restricted Stock Award Program (TARSAP). -2- Aggregated Option Exercises in Fiscal Year 1998 and Fiscal Year-End Option Values The following table sets forth certain information concerning each exercise of stock options during the fiscal year ended March 31, 1998 by each of the Named Executive Officers and the number and value of unexercised options held by each of the Named Executive Officers on March 31, 1998.
Value of Number of Securities Unexercised Underlying Unexer- In-the-Money Shares cised Options Options at Acquired on Value at FY-End(#) FY-End($)(1) Name Exercise (#) Realized($) Exercisable/Unexercisable Exercisable/Unexercisable - ---- ------------ ----------- ------------------------- -------------------------- Stephen M. Deixler -- -- 27,500/2,500 $22,625/$3,275 Stephen B. Gray -- -- 477,309/0 $725,250/$0 Michael Radomsky -- -- 142,239/0 $192,007/$0 William H. Whitney -- -- 142,184/0 $192,018/$0 John F. McTigue -- -- 100,760/0 $145,094/$0 - -----------------------
(1) The average price for the Common Stock as reported by the National Quotation Bureau on March 31, 1998 was $2.78 per share. Value is calculated on the basis of the difference between the option exercise price and $2.78 multiplied by the number of shares of Common Stock underlying the options. -3- Item 11. Security Ownership of Certain Beneficial Owners and Management. The following table sets forth the number of shares of the Company's Common Stock owned by each person or institution who, as of June 29, 1998, owns of record or is known by the Company to own beneficially, more than five (5%) percent of such securities, and by the Company's Named Executive Officers and by its Directors, both individually and as a group, and the percentage of such securities owned by each such person and the group. Unless otherwise indicated, such persons have sole voting and investment power with respect to shares listed as owned by them.
Name and Address Shares Owned Percent of Class - ---------------- ------------- ---------------- Stephen M. Deixler (1) 760,532 15.4% 371 Eagle Drive Jupiter, Florida 33477 David I. Gould (2) 199,337 4.0% 10844 White Aspen Way Boca Raton, Florida 33428 Stephen B. Gray (3)(12) 477,309 9.7% Michael Radomsky (4) 356,643 7.2% 8 Zaydee Drive Edison, New Jersey 08837 William H. Whitney (5) 214,998 4.5% 15 Jackson Avenue Chatham, New Jersey 07928 Robert M. Groll (6) 100,852 2.1% 52 Village Lane Freehold, New Jersey 07728 John F. McTigue (7)(12) 100,760 2.0% Stephen P. Roma (8) 484,399 9.8% 91 Durand Drive Marlboro, New Jersey 07748 Special Situations Fund, III, L.P.(9) 855,863 16.7% MGP Advisers Limited Partnership (9) 855,863 16.7% AWM Investment Company, Inc. (9) 1,157,133 22.2% Austin W. Marxe (9) 1,157,133 22.2% -4- Jay Associates LLC (10) 480,000 9.3% 1118 Avenue J Brooklyn, New York 11230 Alpha Investments LLC (11) 336,000 6.6% 5611 North 16th Street #300 Phoenix, Arizona 85016 Alexander C. Stark (12)(13) 85,000 1.6% Directors and executive officers as a group (9 Persons) 2,779,830 52.5%
(1) Does not include 214,436 shares of Common Stock owned by Mr. Deixler's wife, mother, children and grandchildren as to which shares Mr. Deixler disclaims beneficial ownership. Includes 120,406 shares of Common Stock held by Merrill Lynch Pierce Fenner & Smith custodian f/b/o Stephen M. Deixler, IRA. Includes 27,500 shares of Common Stock which may be acquired pursuant to currently exercisable non-employee director options under the 1994 Plan. Also includes 53,330 shares issuable upon exercise of currently exercisable Class A and Class B Warrants of the 1996 Private Placement. (2) Includes 50,000 shares of Common Stock which may be acquired pursuant to currently exercisable options granted outside the Company's 1984 Stock Option Plan and the 1994 Plan. Also includes 52,500 shares of common Stock which may be acquired pursuant to currently exercisable non-employee director options under the 1994 Plan. (3) Includes 400,000 shares of Common Stock which may be acquired pursuant to currently exercisable options granted outside the Company's 1994 Plan. Also includes 77,309 shares of Common Stock which may be acquired pursuant to currently exercisable options granted under the Company's 1994 Plan. (4) Includes 90,000 shares of Common Stock which may be acquired pursuant to currently exercisable options granted outside the Company's 1994 Plan. Also includes 52,339 shares of Common Stock which may be acquired pursuant to currently exercisable options granted under the Company's 1994 Plan. (5) Includes 90,000 shares of Common Stock which may be acquired pursuant to currently exercisable options granted outside the Company's 1994 Plan. Also includes 52,184 shares of Common Stock which may be acquired pursuant to currently exercisable options granted under the Company's 1994 Plan. (6) Includes 56,684 shares of Common Stock which may be acquired pursuant to currently exercisable options granted under the 1994 Plan. (7) Includes 100,760 shares of Common Stock which may be acquired pursuant to currently exercisable options granted under the Company's 1994 Plan. -5- (8) Includes 47,877 shares of Common Stock held by Donaldson, Lufkin & Jenrette Securities Corporation custodian f/b/o Stephen P. Roma, IRA. Includes 8,400 shares of Common Stock held by Mr. Roma and his wife as joint tenants. Also includes 27,500 shares of common Stock which may be acquired pursuant to currently exercisable non-employee director options under the 1994 Plan. Also includes 53,330 shares issuable upon exercise of currently exercisable Class A and Class B Warrants of the 1996 Private Placement. Does not include 1,200 shares of Common Stock held by Mr. Roma as custodian for his son or 29,108 shares owned by Mr. Roma's wife, some of which are held in Mrs. Roma's individual retirement account, as to which shares Mr. Roma disclaims beneficial ownership. (9) Special Situations Fund III, L.P., a Delaware limited partnership (the "Fund"), MGP Advisers Limited Partnership, a Delaware limited partnership ("MGP"), AWM Investment Company, Inc., a Delaware corporation ("AWM"), and Austin W. Marxe have filed a Schedule 13G, the latest amendment of which is dated January 27, 1997. All presented information is based on the information contained in the Schedule 13G and subsequent information known to the Company. The address of each of the reporting persons is 153 East 53rd Street, New York, New York 10022. The Fund has sole voting and dispositive power with respect to 855,863 shares; MGP has sole dispositive power with respect to 855,863 shares; AWM has sole voting power with respect to 301,270 shares and sole dispositive power with respect to 1,157,133 shares; and Mr. Marxe has sole voting power with respect to 301,270 shares, shared voting power with respect to 855,863 shares and sole dispositive power with respect to 1,157,133 shares. MGP is a general partner of and investment advisor to the Fund. AWM, which is primarily owned by Mr. Marxe, is the sole general partner of MGP. Mr. Marxe, the principal limited partner of MGP and the President of AWM, is principally responsible for the selection, acquisition and disposition of the portfolio securities by AWM on behalf of MGP, the Fund and another fund that beneficially owns shares included in the shares beneficially owned by AWM and Mr. Marxe. Also includes 267,242 shares issuable upon exercise of currently exercisable Class A and Class B Warrants of the 1996 Private Placement held by the Fund and MGP and 364,422 shares issuable upon exercise of currently exercisable Class A and Class B Warrants of the 1996 Private Placement held by AWM and Mr. Marxe. (10) Includes 320,000 shares issuable upon exercise of currently exercisable Class A and Class B Warrants of the 1996 Private Placement. (11) Includes 224,000 shares issuable upon exercise of currently exercisable Class A and Class B Warrants of the 1996 Private Placement. (12) The address of such person is c/o the Company, 21 Meridian Avenue, Edison, New Jersey 08820. (13) Includes 35,000 shares of Common Stock which may be acquired pursuant to currently exercisable options granted under the Company's 1994 Plan. -6- SIGNATURES In accordance with the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in this City of Edison and State of New Jersey, on August 7, 1998. MICROFRAME, INC. By: /s/ Stephen B. Gray ----------------------------------- Stephen B. Gray, President, Chief Executive Officer, and Chief Operating Officer -----END PRIVACY-ENHANCED MESSAGE-----