-----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, Qaf//hRRvkCat3XbMygMQWHsUvIMKxAWzrh0OuIOKDHg6buGFOcE4guys7P4g10r ErqUy6V3JriBdouTGyL+3Q== 0000769409-95-000030.txt : 19951017 0000769409-95-000030.hdr.sgml : 19951017 ACCESSION NUMBER: 0000769409-95-000030 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950602 FILED AS OF DATE: 19951016 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEODYNAMICS CORP CENTRAL INDEX KEY: 0000769409 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 952502865 STATE OF INCORPORATION: CA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-15034 FILM NUMBER: 95580714 BUSINESS ADDRESS: STREET 1: 21171 WESTERN AVE STE 110 CITY: TORRANCE STATE: CA ZIP: 90501 BUSINESS PHONE: 3107827277 MAIL ADDRESS: STREET 1: GEODYNAMICS CORPORATION STREET 2: 21171 WESTERN AVENUE - SUITE 110 CITY: TORRANCE STATE: CA ZIP: 90501 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION UNITED STATES Washington D.C. 20549 FORM 10-K/A (Mark One) [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: June 2, 1995 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 0-15034 GEODYNAMICS CORPORATION (Exact name of registrant as specified in its charter) California 95-2502865 (State or other jurisdiction of (I.R.S.employer incorporation or organization) identification number) 21171 Western Avenue, Suite 110, Torrance, California 90501 (Address of principal executive office) (310) 782-7277 (Registrant's telephone number including area code) Securities registered pursuant to Section 12 (b) of the Act: (None) Securities registered pursuant to Section 12 (g) of the Act: Common Stock 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 the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K. [ X ] The aggregate market value of the registrant's voting stock held by non- affiliates of the registrant on September 30, 1995, computed with reference to the final quotation of such stock as reported in the NASDAQ National Market System for September 30, 1995 was $31,036,362 for 2,482,909 shares. As of the close of business on September 30, 1995, the registrant had outstanding 2,662,414 shares of common stock, without par value. GEODYNAMICS CORPORATION FORM 10-K/A (AMENDMENT) Year Ended June 2, 1995 INDEX Part III Information: Item 10. Directors and Executive Officers Directors Table Biographical Data for Directors Compensation for Directors Item 11. Executive Compensation Summary Compensation Table Footnotes to Summary Compensation Table Option Grants in Last Fiscal Year Option/SAR Exercises and Value Table Item 12. Security Ownership of Certain Beneficial Owners and Management Signatures PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS Certain information with respect to the Directors and Executive Officers of the Company is set forth below: Directors Table Date First Became a Name Age Position Director of Geodynamics Michael Edleson 37 Assistant Professor of Business 1995 Administration, Harvard University Bruce Gordon 64 President and CEO 1995 W. Richard Ellis 68 Consultant, Medical Industry 1978 Donald L. Haas 70 Vice President, Perkin-Elmer 1990 Corporation (Retired) Delbert H. Jacobs 63 Vice President, Northrop Corporation 1987 Thomas R. LaFehr 61 Chairman of the Board 1994 Will Stackhouse 52 Colonel (USAF, Retired); 1995 Independent Consultant Biographical Data for Directors Michael E. Edleson Dr. Edleson has served as a Director since February 16, 1995. He is Assistant Professor of Business Administration at the Harvard Business School. He joined the faculty in 1990 and teaches courses in the finance area. The primary focus of his research and course development work has been in the field of investments, with emphasis on managing value in corporate investment decisions and determining the value of financial investments. Dr. Edleson graduated with highest honors from the U.S. Military Academy at West Point with a Bachelor of Science in 1979. He received his Master of Science degree in 1986 from the Massachusetts Institute of Technology, his Master of Science Administration degree (with highest honors) from Suffolk University in 1986, and his PhD in economics (field in finance) in 1991 from the Massachusetts Institute of Technology. W. Richard Ellis Mr. Ellis has served as a Director since 1978. In 1986, he retired as the Executive Director of Sansum Medical Center, Inc., one of the largest and most highly-regarded specialty clinics on the West Coast. During the last five years he continued to serve the medical industry as an independent consultant. Mr. Ellis also served as the managing partner of Foothill Enterprises, a real estate and investment partnership, and in 1983 he founded United Security Trust and served as its first Board Chairman. He holds a Bachelor's degree from Phillips University and a Master's degree in Management from the University of Tulsa. Bruce J. Gordon Mr. Gordon has served as a Director since February 16, 1995 and was appointed President and CEO on April 19, 1995. He retired in 1992 from Science Applications International (SAIC), an employee-owned engineering firm, where he served as Sector Vice President and General Manager of the Aerospace and Defense Systems Sector. From 1964 to 1981, Mr. Gordon was employed by TRW, in various management and engineering positions, including Manager of the System Design and Integration Operation, specializing in ground systems, mission planning systems, and sensor processing systems. Prior to his twenty-seven years of industrial experience, Mr. Gordon served six years in the United States Navy as a carrier fighter pilot and six years in the United States Air Force as an Astronautical Engineer. Mr. Gordon received his Bachelor of Arts degree in Mathematics from Duke University, his Master of Science degree in Astronautical Engineering from the Air Force Institute of Technology, and is a graduate of the Executive Program, UCLA Graduate School of Business. Donald L. Haas Donald L. Haas has served as a Director since 1990. In February, 1990 Mr. Haas retired as Vice President and General Manager of the Government Systems Sector of the Perkin-Elmer Corporation as well as the former Vice President for Special Programs in charge of the Washington Systems Engineering Office of ESL/TRW Inc., both defense contractors. Prior to joining TRW, Mr. Haas was Air Force Deputy Undersecretary for Space Systems from 1979 to 1982. Other government positions have included Director of the Strategic Technology Office of the Defense Advanced Research Projects Agency (DARPA) and Director of the CIA Office of Development and Engineering. Mr. Haas holds a Bachelor of Science degree in Electrical Engineering from Purdue University and a Master of Science Degree in Electronics and Communication from the Massachusetts Institute of Technology. Delbert H. Jacobs Mr. Jacobs has served as a Director since 1987. In 1995, he retired as Vice President, Advanced Design Department for Northrop Aircraft Division of Northrop Corporation until July 1995, where he directed the activities of the advanced aircraft, simulation, operational suitability, and systems analysis design groups. He is also a retired Brigadier General, United States Air Force, (1983). He has been a member of several Defense Science Boards and several Air Force Scientific Advisory Boards. Several medals and national awards have been awarded to Mr. Jacobs including three Distinguished Flying Crosses, the Defense Distinguished Service Medal, nine Air Combat Medals and the Bronze Star. Mr. Jacobs received a Bachelor of Science degree in Engineering from the United States Military Academy at West Point. He received a Master of Science degree in Aeronautics from the California Institute of Technology, holds a Professional Aeronautical Engineering Degree and was a Distinguished Graduate of the National War College in Washington, D.C. Thomas R. LaFehr Dr. LaFehr has served on the Board of Directors since February 16, 1995 and was appointed Chairman of the Board of Geodynamics Corporation on April 19, 1995. From 1987 to 1995 he was President and co-founder of LaFehr and Chan Technologies Inc. (LCT), which is now a wholly owned subsidiary of Geodynamics Corporation. He was a professor of Geophysics at the Colorado School of Mines, and prior to that time, he was President and Chairman of Edcon, Incorporated of Denver, Colorado. Dr. LaFehr has a Master of Science in Geophysics from Colorado School of Mines and a Ph.D. in Physics from Stanford University. He has authored many technical papers in the area of geophysics. Will Stackhouse, III Dr. Will Stackhouse has served as a director since February 16, 1995. He is currently an independent consultant. From 1991 through 1995 he was a member of the Senior Executive Staff in MCI's Strategy and Advanced Technology Group. From 1991 through 1993, Dr. Stackhouse worked at NASA's Jet Propulsion Laboratory (JPL) serving as Assistant for High Leverage Technology, attached to the Director's Office. He is a member of the Board of Directors of the Institute of Electrical and Electronics Engineers (IEEE-USA) and has served as Chairman of several IEEE-USA organizations. He has also served on the Defense Science Board, the Defense Manufacturing Board, as well as serving as Chairman of the National Security Committee and as a member of the Executive Steering Committee. Dr. Stackhouse holds a Bachelor of Science in Engineering from the U.S. Air Force Academy in Colorado, a Master of Science in Engineering Mechanics from the University of Michigan and has a Ph.D. in Engineering Design and Bio-Engineering from Oxford University. Compensation for Directors All Directors have been granted a Director's stock option in the amount of 18,182 shares at $5.00/share, with the exception of Mr. Gordon, which vest at the rate of 20% per year beginning June 1, 1995 with full vesting at June 1, 1999 assuming continued services as a Director. Mr. Gordon has an option for 14,546 shares which does not vest until he is no longer employed by Geodynamics Corporation. Outside Directors also receive a meeting fee of $500/meeting. All Directors are reimbursed for their expenses. LATE FILING OF FORMS WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934 ("1934 ACT") Section 16(a) of the 1934 Act requires the Company's officers and directors, and persons who own more than ten percent of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange ("SEC"). Officers, directors and greater than ten percent shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely on a review of the copies of such forms furnished to the Company, the Company believes that during the fiscal year ended June 2, 1995, all Section 16(a) filing requirements applicable to its officers and directors were complied with. ITEM 11. EXECUTIVE COMPENSATION Certain information with respect to Executive Compensation is set forth in the following tables: EXECUTIVE COMPENSATION Other Annual Options/ All Other Name Year Salary Bonus Comp SAR Comp(3) - --------------------- ---- -------- --------- ------------ -------- ---------- Bruce Gordon (1) 1995 9,235 30,000(1) 60,000 923 President/CEO Robert Paulson(2) 1995 158,100 * 15,810 Prior President/CEO 1994 164,300 6,000 16,430 1993 161,200 4,800(4) 16,120 David Nelson 1995 111,777 22,994(5) 10,000 11,177 VP Finance 1994 112,199 6,000(8) 5,000 11,211 1993 109,668 10,967 Jack Scherrer 1995 114,700 5,000 11,470 General Manager 1994 96,466 31,542(6)(9) 2,500 9,646 Eastern Division 1993 92,456 8,930(7) 9,246 A. Ronald Jacobsen 1995 112,211 11,221 General Manager 1994 107,590 22,199(6)(8) 10,759 Western Division 1993 111,548 7,804(7) 11,154 Harry Utter 1995 98,228 9,822 General Manager 1994 100,117 6,000(8) 10,012 GSC 1993 98,228 9,823 (1) Signing Bonus (2) Mr. Paulson served as President and CEO until April 19, 1995, at which date Mr. Gordon was appointed President and CEO (3) Employers Contribution to Money Purchase Pension Plan. (4) Leased Automobile (5) Relocation expense reimbursement for Nelson $22,994 (6) Includes CFY94 accrued vacation cashout of $16,199 for Jacobsen and $2,496 for Scherrer (7) Includes CFY93 accrued vacation cashout of $8,930 for Scherrer and $7,804 for Jacobsen (8) Includes bonuses in lieu of salary increase as follows; Nelson $6,000/Jacobsen $6,000/Utter $6,000 (9) Includes relocation reimbursement of $15,000 and relocation expenses reimbursement of $14,046 OPTION GRANTS IN LAST FISCAL YEAR The following table summarizes information relating to Stock Option Grants during CFY95 to the executive officers named in the Summary Compensation Table. Potential Realizable Value at Assumed Annual Rates of Stock Price Individual Grants Appreciation (1) - ----------------------------------------------------------- -------------------- Total Exercise No. of Options or Options Employees Base Price Expiration Name Granted in 1995 Per Share Date 5% 10% - ----------------- -------- ------- --------- --------- -------- -------- Bruce J. Gordon 15,000 12.00 6/19/2000 $39,900 $170,100 15,000 8.00 (2) $99,900 $230,100 30,000 10.00 6/19/2005 $139,800 $400,200 Robert L. Paulson 0 - - - - - David P. Nelson 5,000 2.4% 3.50 2/27/2004 $55,800 $99,200 5,000 2.4% 3.00 9/19/2004 $58,300 $101,700 Jack F. Scherrer 5,000 2.4% 3.00 9/19/2004 $58,300 $101,700 Ronald Jacobsen 0 - - - - - Harry W. Utter 2,500 1.2% 3.00 9/19/2004 $29,150 $50,850 (1) "Potential realizable value" is disclosed to SEC rules which require such disclosure for illustration only. The values disclosed are no tintended to be, and should not be interpreted by stockholders as representations or projections of future value of the Company's stock or of the stock price. To lend perspective to the illustrative "potential realizable value", we consider that the Company's price increased 5 percent per year for 10 years from the market price at fiscal year end and that it increased 10% for 10 years from the market price at fiscal year end. (2) Options expire as follows: 3,000 shares expire on 1/ 2/96 3,000 shares expire on 3/31/96 3,000 shares expire on 6/30/96 3,000 shares expire on 9/30/96 3,000 shares expire on 12/31/96 (3) Mr. Gordon was also granted a Director's Stock Option in the amount of 14,546 shares; however vesting does not occur while Mr. Gordon is employed by Geodynamics. TEN-YEAR OPTION/SAR REPRICING There have been no options or stock appreciation right repricings during the last 10 years for the Chief Executive Officers or for any of the other four most highly compensated officers of the Company as reflected in the following Ten-Year Option/SAR Repricing table.
Length of original option Number of Market Price of Exercise price term remaining options/SARs stock at time at time of at date of repriced or repricing or repricing or New exercise repricing or Name Date amended amendment($) amendment($) price(s) amendment - -------------------- ------ ------------- --------------- -------------- ------------- -------------- Bruce J. Gordon Robert L. Paulson David P. Nelson Jack F. Scherrer A. Ronald Jacobsen Harry W. Utter
Aggregated Option/SAR Exercises The following table shows the number of shares and the net value realized from exercising stock options during CFY95 for the Chief Executive Officers and the four most highly compensated executive officers of the company as of the end of the fiscal year.
Value Realized Total Number Value of Unexercised Shares (Market price Unexercised Options in the Money Option Acquired @ Exercise less Held at FY-End at FY-End ($) Name on Exercise Exercise Price) Vested Unvested Vested Unvested - ------------------ ------------ ----------------- --------- -------- -------- ------------- Bruce J. Gordon 0 0 15,000 45,000 0 $15,000 Robert L. Paulson 0 0 15,000 0 $105,000 David P. Nelson 0 0 21,000 14,000 $32,500 $55,000 Jack F. Scherrer 3,200 $8,120 10,151 0 $15,000 0 A. Ronald Jacobsen 0 0 9,651 5,500 $15,000 $28,500 Harry W. Utter 0 0 3,500 35,000 $12,000 $16,500
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information as of July 31, 1995 with respect to Common Stock of the Company owned by each person who is known by the Company to own beneficially 5% or more of the outstanding Common Stock, by each Director of the Company, and by all Executive Officers and Directors as a group. Names and Addresses Number of Shares (1) Percent of Class Directors Michael E. Edleson............................ 5,636 * 64 McClean Street Wellesley, MA. 02181 W. Richard Ellis.............................. 11,136 * 20831 Stonegate Drive Sun City, AZ. 85375 Bruce J. Gordon............................... 17,000 * P.O. Box 3644 Rancho Santa Fe, CA. 90267 Donald L. Haas................................ 10,636 * 1305 Carpers Farm Way Vienna, VA. 22182 Delbert H. Jacobs............................. 17,136 * 1963 San Sebastian Oxnard, CA. 93035 Thomas R. LaFehr.............................. 139,166 5.2% LCT, Inc. 1155 Dairy Ashford Road, Suite 306 Will Stackhouse III........................... 3,636 * 1123 Stanford Avenue Redondo Beach, CA 90278 All Directors and Executive Officers as a group (2) 355,672 13.4% Names and Addresses Number of Shares (1) Percent of Class Beneficial Owners of 5% or greater William Strong (3).................... 227,940 8.6% Mason Hill Asset Management Inc. 477 Madison Avenue, 8th Floor New York, NY 10022 Jeffrey Neuman (3).................... 233,700 8.8% Tudor Trust 233 South Beverly Drive Beverly Hills, CA. 90212 (1) Unless otherwise indicated, each individual holder has, to the best of the Company's knowledge, sole voting and investment power with respect to the indicated shares. (2) Includes 117,667 options exercisable in next 60 days. (3) According to schedule 13D. 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. GEODYNAMICS CORPORATION by Date: October 13, 1995 /s/ THOMAS R. LA FEHR Thomas R. LaFehr Chairman of the Board 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 and on the dates indicated. SIGNATURES Signature Title Date - ---------------------------- ---------------------------- ---------------- /s/ THOMAS R. LA FEHR Chairman of the Board October 13, 1995 Thomas R. LaFehr /s/ BRUCE J. GORDON President and Chief October 13, 1995 Bruce J. Gordon Executive Officer /s/ DAVID P. NELSON Vice President, Chief October 13, 1995 David P. Nelson Financial Officer (Principal Financial Officer) /s/ ROBERT G. COOK Corporate Controller October 13, 1995 Robert G. Cook (Principal Accounting Officer) -----END PRIVACY-ENHANCED MESSAGE-----