-----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, U2dGaHV5ApktP3fPWYB/+iGOuUK9f/yu5ZWTLGxCVX6ImQv62Tt3i1G/9n9i6vZH 9qLdmDzuq9CMBjG/4XXkeg== 0000807397-98-000072.txt : 19981030 0000807397-98-000072.hdr.sgml : 19981030 ACCESSION NUMBER: 0000807397-98-000072 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19981029 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARK SOLUTIONS INC CENTRAL INDEX KEY: 0000807397 STANDARD INDUSTRIAL CLASSIFICATION: PREFABRICATED METAL BUILDINGS & COMPONENTS [3448] IRS NUMBER: 112864481 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-17118 FILM NUMBER: 98732549 BUSINESS ADDRESS: STREET 1: 1515 BROAD ST STREET 2: PARKWAY TECHNICAL CENTER CITY: BLOOMFIELD STATE: NJ ZIP: 07003 BUSINESS PHONE: 9738930500X119 MAIL ADDRESS: STREET 1: 1515 BROAD ST STREET 2: PARKWAY TECHNICAL CENTER CITY: BLOOMFIELD STATE: NJ ZIP: 07003 FORMER COMPANY: FORMER CONFORMED NAME: SHOWCASE COSMETICS INC DATE OF NAME CHANGE: 19920703 10-K/A 1 MARK SOLUTIONS, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- FORM 10-K/A1 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 June 30, 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 No. 0-17118 Mark Solutions, Inc. (Exact name of registrant as specified in its charter) Delaware 11-2864481 -------------------------- -------------------- (State or other jurisdiction (I.R.S. employer of incorporation or organization) employer identification no.) Parkway Technical Center 1515 Broad Street, Bloomfield, New Jersey 07003 ---------------------------------------------- -------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (973) 893-0500 ----------------- Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered --------------------- ---------------------------------------------- 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 other 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 16,449,318 shares of Common Stock held by non-affiliates of the Registrant on September 11, 1998 was $10,280,823 based on the closing sales price of $ .625 on September 11, 1998. The number of shares of Common Stock outstanding as of September 11, 1998 was 19,296,674. DOCUMENTS INCORPORATED BY REFERENCE NONE INFORMATION TO BE INCLUDED IN THE REPORT This amendment No. 1 to the Annual Report on Form 10-K for the Year Ended June 30, 1998 (the "1998 Form 10-K") of Mark Solutions, Inc. ("Mark") amends Part III- Items 10 through 13 of the 1998 Form 10-K to include the following information: Item 10. Directors and Executive Officers of the Registrant. The following table sets forth the names and ages if the members of Mark's Board of Directors and its executive officers. Name Age Position Carl C. Coppola(1) 58 Chairman of the Board, President, Chief Executive Officer Michael Nafash 37 Chief Financial Officer, Director Michael J. Rosenberg 53 Vice President- Sales and Marketing Richard Branca(2) 50 Director Yitz Grossman 43 Director Ronald E. Olszowy 51 Director William Westerhoff(1,2) 60 Director - --------------------------------------------------- (1) Member of the Compensation Committee (2) Member of the Audit Committee All directors hold office until the next annual meeting of shareholders of Mark (currently expected to be held during December 1998) and until their successors are elected and qualified. Officers hold offices until the first meeting of directors following the annual meeting of shareholders and until their successors are elected and qualified, subject to earlier removal by the Board of Directors. Carl C. Coppola has been a Director, President and Chief Executive Officer of Mark since 1984. For more than 30 years, Mr. Coppola has been President and Chief Executive Officer of Mark Lighting Fixture Co., Inc., an unaffiliated entity. Michael Nafash has been the Chief Financial Officer of Mark since January 1998 and has been a Director since December 18, 1995. From February 1994 to January 1998, Mr. Nafash was employed by Evolutions, Inc. (OTC), an environmental oriented apparel company as Chairman of the Board, President and Chief Executive Officer. On January 5, 1998, Evolutions, Inc. filed a Chapter 7 bankruptcy petition (Case No. 98-20010) in the U.S. Bankruptcy Court in Newark, New Jersey. From June 1992 to June 1996, Mr. Nafash was employed by Pure Tech International, Inc., a plastics and metal recycling company, including as Chief Financial Officer from October 1993 to March 1995. Michael J. Rosenberg has been Vice President- Sales and Marketing of Mark since 1990. Richard Branca has been a Director of Mark since November 18, 1992. Since 1970 Mr. Branca has been President and Chief Executive Officer of Bergen Engineering Co., a construction company. Yitz Grossman has been a Director of Mark since December 4, 1997. Since 1983 Mr. Grossman has been President and Chairman of Target Capital Corporation, a consulting company. Ronald E. Olszowy has been a Director of Mark since November 18, 1992. Since 1966, Mr. Olszowy has been President and Chief Executive Officer if Nationwide Bail Bonds, which provides bail, performance and fidelity bonds. Mr. Olszowy has also been President of Interstate Insurance Agency since 1980. William Westerhoff has been a Director of Mark since November 18, 1992. Mr. Westerhoff has been retired since June 1992. Prior thereto and for more than five years Mr. Westerhoff was, a partner of Sax, Macy, Fromm & Co., certified public accountants. Directors' Compensation Each outside director receives a $1,000 fee and is reimbursed for travel expenses for each meeting attended. The fees will be accrued but remain unpaid until Mark's financial condition sufficiently improves as determined by Mr. Coppola. The Mark has established a policy of granting stock options to directors exercisable at the closing sales price of the Common Stock on the date of grant. On December 4, 1997, each of the outside directors received five-year options to purchase 100,000 shares of Common Stock at between $2.875 and $3.375 per share. On June 25, 1998, the foregoing options were cancelled and each outside director received five-year options to purchase 100,000 shares of Common Stock at $1.125 per share, the closing sales price on the date of grant. Future compensation policies will be reviewed annually based upon the Mark's financial condition and results of operations. Compliance with Section 16(a) of the Securities Exchange Act of 1934 Section 16(a) if the Securities Exchange Act of 1934, as amended, requires the Mark's directors, executive officers and 10% shareholders to file with the Securities and Exchange Commission reports of ownership and changes in ownership of the Mark's equity securities including its Common Stock. Such persons are also required to furnish the Mark with such reports. To the Mark's knowledge during the fiscal year ended June 30, 1998, all Section 16(a) filing requirements were satisfied. -2- Item 11. Executive Compensation. The following table sets forth the amount of all compensation paid to each of the Mark's executive officers whose compensation exceeded $100,000, including its Chief Executive Officer, for the Mark's last three fiscal years ended June 30, 1998.
================================================================================================================================ | | | Annual Compensation | Long Term Compensation | | | | | | Awards/Payouts | | ================================================================================================================================ |Name and | Year | Salary ($) | Bonus | Other Annual | Restricted | Options/ | LTIP | All other| |Principal | | | ($) | Compensation | Stock | SARs# | Payouts| Compen- | |Position | | | | | Awards $ | | $ | sation | - -------------------------------------------------------------------------------------------------------------------------------| | ||Carl Coppola, | | | | | | | | |President & CEO | 1998 | 200,000 | -0- | -0- | -0- | 200,000 | -0- | -0- | | | 1997 | 300,000 | -0- | -0- | -0- | 750,000 | -0- | -0- | | | 1996 | 275,000 | -0- | -0- | -0- | -0- | -0- | -0- | |----------------------------------------------------------------------------------------------------------------------------- | |Michael Nafash, | 1998 | 50,000 | -0- | -0- | -0- | 150,000 | -0- | -0- | |VP- Finance & | | | | | | | | | |CFO(1) | | | | | | | | | =============================================================================================================================== (1) Mr. Nafash became an employee of Mark on January 1, 1998 and receives an annual salary of $100,000.
- - Options/SAR Grants in Fiscal Year 1998 The following table sets forth individual grants of stock options to the named executive officers in the Summary Compensation Table for the fiscal year ended June 30, 1998.
Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term (1) ------------------- % of Total Options Options Granted to Exercise Granted Employees in Price Expiration Name (#)(2) Fiscal Year ($/Sh) Date 5%($) 10% ($) - -------------- -------- ----------- --------- ----------- ------ ------- Carl Coppola 250,000 52.1% $ 1.125 06/24/03 43,750 93,750 Michael Nafash 150,000 31.1% $ 1.125 06/24/03 26,250 56,250 (1) The potential realizable value portion of the foregoing table illustrates value that might be realized upon exercise of the options immediately prior to the expiration of their term, assuming the specified compounded rates of appreciation on the Common Stock over the term of the options. These numbers do not take into account provisions of certain options providing for termination of the option following termination of employment, nontransferability or differences in vesting periods. (2) The closing sales price on date of option grants was $ 1.125 per share.
-3- 1998 Fiscal Year End Option Values The following table sets forth the value of options granted to the named executive officers in the Summary Compensation Table for the fiscal year ended June 30, 1998. Number of Securities Value of Unexercised Underlying Unexercised in-the Money Options Options at Fiscal Year(#) at Fiscal Year End($) Name Exercisable/Unexercisable Exercisable - ----------------- ------------------------- -------------------- Carl Coppola 1,000,000/0 0 (1) Michael Nafash 210,000/0 0 (1) - -------------------------------------- (1) Based upon a closing sales price of $0.8125 per share of Common Stock on October 27, 1998. 1998 Fiscal Year End Repricing of Options The following table sets forth all repricing of stock options held by the named executive officers in the Summary Compensation Table in the last ten years. See "Report of the Board of Director on Executive Compensation- Stock Option Repricing".
======================================================================================================================== | | | | | | | Length of | | | | Number of | Market Price | Exercise | | Original Term | | | | Securities | of Stock at | Price at Time | | Remaining at | | | | Underlying | Time of | of Repricing | New | Date of | | | | Options/SARs | Repricing or | or Exercise | Exercise | Repricing or | |Name and | | Repriced or | Amendment | Amendment | Price | Amendment | |Title | Date | Amended(#) | ($) | ($) | | (Years/Days) | |----------------|---------------|---------------|-------------------|------------------|-------------|-----------------| | | | | | | | | | |Carl Coppola, | 06/25/98 | 250,000 | 1.125 | 2.875 | 1.125 | 2/156 | |CEO | | | | | | | |----------------|---------------|---------------|-------------------|------------------|-------------|-----------------| | | | | | | | | |Michael Nafash, | 06/25/98 | 150,000 | 1.125 | 2.875 | 1.125 | 2/156 | |CFO | | | | | | | =========================================================================================================================
Employment Agreements Pursuant to a three-year employment agreement expiring on June 30, 2000, Mr. Coppola receives an annual base salary of $200,00 and was granted three-year options to purchase 250,000 shares of Common Stock at an exercise price of $1.125, 250,000 shares of Common Stock at an exercise price of $2.00 and 250,000 shares of Common Stock at an exercise price of $2.75. In addition, Mr. Coppola is entitled to reimbursement of expenses not to exceed $15,000 annually and is provided with an automobile and maintenance and use reimbursement by Mark. Mr. Coppola's employment is terminable by Mark upon 90 days written notice and provides for a two-year non-compete period to take effect upon the termination of Mr. Coppola's employment. -4- Stock Option Plan Under Mark's 1993 Stock Option Plan (the "Option Plan"), options to purchase up to 1,000,000 shares of Common Stock may be granted to key employees and officers of Mark or any of its subsidiaries. The Option Plan is designed to qualify under Section 422 of the Internal Revenue Code as an "incentive stock option" plan. Item 12. Security Ownership of Certain Beneficial Owners and Management. The following table sets forth certain information with respect to each beneficial owner of 5% or more of the Common Stock, each Director of Mark, each Executive Officer of Mark who is named in the Summary Compensation Table and all Executive Officers and Directors as a group as of October 28, 1998. The persons named in the table have sole voting and investment power with respect to all shares of Common Stock owned by them, unless otherwise noted. Number of Shares % of Shares Beneficial Owner Owned Outstanding - ---------------- ---------------- ----------- Carl C. Coppola c/o Mark Solutions, Inc. 1515 Broad Street Bloomfield, NJ 07003 2,797,100 (1) 13.8% Joseph Salvani 1 Duran Avenue Ridgewood, NJ 07450 1,159,956 (2) 6.0% William Westerhoff 160,000 (3) (4) Richard Branca 225,000 (3) (4) Ronald E. Olszowy 210,000 (3) (4) Michael Nafash 213,500 (5) (4) Yitz Grossman 119,333 (6) (4) All executive officers and Directors as a group (7 persons) 3,923,833 (7) 18.5% -5- (1) Includes 63,200 shares held in trust for the benefit of three children of Mr. Coppola. Mr. Coppola disclaims beneficial ownership of these shares. Also includes 1,000,000 shares of Common Stock issuable pursuant to options which are presently exercisable. (2) Includes 100,000 shares of Common Stock issuable pursuant to warrants which are presently exercisable. (3) Represents or includes 160,000 shares of Common Stock issuable pursuant to options which are presently exercisable. (4) Less than 1% (5) Includes 210,000 shares of Common Stock issuable pursuant to options which are presently exercisable. (6) Includes 19,333 shares held in a charitable trust of which Mr. Grossman serves as one of the trustees. Mr. Grossman disclaims beneficial ownership of these shares. Also includes 100,000 shares of Common Stock issuable pursuant to options which are presently exercisable. (7) Includes 1,940,000 shares of Common Stock issuable pursuant to warrants or options which are presently exercisable. Item 13. Certain Relationships and Related Transactions. Mark purchases lighting fixtures, fabricating services and other related services from Mark Lighting Fixture Co., Inc. ("Mark Lighting"), a company wholly owned by Carl Coppola, President and Chief Executive Officer of Mark. For the fiscal year ended June 30, 1998, Mark paid Mark Lighting $416,497 for such goods and services. On December 4, 1997, Mr. Coppola was granted three-year options to purchase 250,000 shares of Common Stock at $2.875 per share. On June 25, 1998, the foregoing options were cancelled and Mr. Coppola was granted three-year options to purchase 250,000 shares of Common Stock at $1.125 per share the closing sales price on the date of grant. In May 1997, Mr. Coppola made loans aggregating $160,000 to Mark for working capital purposes. The loans are represented by demand notes with an annual interest rate of 10% payable semiannually. These notes were repaid on April 16, 1998. In May 1998, Mark loaned Mr. Coppola $100,000 at 10% interest per annum. The loan was payable on demand and was repaid in full in September 1998. On December 4, 1997, Mr. Nafash was granted three-year options to purchase 150,000 shares of Common Stock at $2.875 per share. On June 25, 1998, the foregoing options were cancelled and Mr. Nafash granted three-year options to purchase 150,000 shares of Common Stock at $1.125 per share the closing sales price on the date of grant. In order to induce their exercise, on September 9, 1997, Mark reduced the exercise price of warrants to purchase 100,000 shares of Common Stock issued to Joseph Salvani from $5.00 to $2.50 per share. Mark grants each nonemployee director options as compensation for serving on the Board of Directors. On December 4, 1997, each of the outside directors received five-year options to purchase 100,000 shares of Common Stock at between $2.875 and $3.375 per share. On June 25, 1998, the foregoing options were cancelled and each outside director received five-year options to purchase 100,000 shares of Common Stock at $1.125 per share the closing sale price on the date of grant. Management believes that each of the foregoing transactions are on terms no less favorable to Mark than could be obtained from unaffiliated third parties. POWER OF ATTORNEY Mark Solutions, Inc., and each of the undersigned do hereby appoint Carl Coppola, its or his true and lawful attorney to execute on behalf of Mark Solutions, Inc. and the undersigned any and all amendments to this Report and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission. 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. MARK SOLUTIONS, INC. October 28, 1998 By: /s/ Carl Coppola -------------------------- (Carl Coppola, Chief Executive Officer and President) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the persons on behalf of the Registrant and in the capacities and on the date indicated: Signature Title Date /s/ Carl Coppola Chief Executive Officer October 28, 1998 - ---------------- President and Director (Carl Coppola) (Principal Executive Officer) /s/Michael Nafash Chief Financial Officer, October 28, 1998 - ----------------- Vice President and (Michael Nafash) Director /s/ Richard Branca* Director October 28, 1998 - ------------------ (Richard Branca) /s/ Ronald Olszowy* Director October 28, 1998 - -------------------- (Ronald E. Olszowy) /s/William Westerhoff* Director October 28, 1998 - -------------------- (William Westerhoff) /s/Yitz Grossman* Director October 28, 1998 - -------------------- (Yitz Grossman) * By Carl Coppola as attorney-in-fact -----END PRIVACY-ENHANCED MESSAGE-----