-----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, JDv05bNu5/KAkqDE9pd+JbI6K74oI9A4biV7OYh2bjEJNdT/ujH6lOw+SS68Z2y6 Xjf7X1G46Nba//9bzvvmFQ== 0000918905-98-000005.txt : 19980430 0000918905-98-000005.hdr.sgml : 19980430 ACCESSION NUMBER: 0000918905-98-000005 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980429 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: MATEC CORP/DE/ CENTRAL INDEX KEY: 0000085608 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS [3310] IRS NUMBER: 060737363 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-04184 FILM NUMBER: 98604241 BUSINESS ADDRESS: STREET 1: 75 SOUTH ST CITY: HOPKINTON STATE: MA ZIP: 01748 BUSINESS PHONE: 5084359039 MAIL ADDRESS: STREET 1: 75 SOUTH STREET CITY: HOPKINTON STATE: MA ZIP: 01748 FORMER COMPANY: FORMER CONFORMED NAME: RSC INDUSTRIES INC DATE OF NAME CHANGE: 19840515 FORMER COMPANY: FORMER CONFORMED NAME: REEVES INDUSTRIES INC DATE OF NAME CHANGE: 19710520 10-K/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A-1 (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, 1997 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 1-4184 MATEC Corporation ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 06-0737363 - --------------------------------- ---------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 75 South St., Hopkinton, Massachusetts 01748 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (508) 435-9039 Securities registered pursuant to Section 12 (b) of the Act: Title of each class: Name of each Exchange on which registered: - -------------------- ------------------------------------------ Common Stock American Stock Exchange $.05 par value Securities 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 check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Sec.229.405 of this chapter) 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] Aggregate market value of voting stock held by non-affiliates: $5,715,468 (computed by reference to the last sales price of such common stock on March 23, 1998 as reported in the American Stock Exchange consolidated trading index). Number of shares of common stock outstanding at March 23, 1998: 2,733,631 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT. - -------- ----------------------------------------------- The following table sets forth certain information furnished to the Registrant regarding the persons who are directors of the Registrant: Year First Principal Occupation Elected Name of Director for Past Five Years Director Age - ---------------- -------------------- -------- --- Eli Fleisher(d) Investor since 1977 70 prior to 1993. Robert B. Gill(a) Investor since August 5, 1983 56 1997; President of Bergen Cable Technologies, Inc., a subsidiary of Registrant from April 28, 1997 to August 5, 1997; President and Chief Executive Officer of the Registrant from prior to 1993 to April 28, 1997. Lawrence Holsborg(b)(c)(d) Investor since 1986 64 prior to 1993. John J. McArdle III(a)(b)(c) Employee of Prime 1992 48 Capital Group (financial consultants) since prior to 1993; President of RSC Realty Corporation (a subsidiary of the Registrant) since prior to 1993 and Secretary of the Registrant since prior to 1993; Chief Executive Officer of MetroWest Bank since January 1993; President of MetroWest Bank from January 1993 to April 1998. Robert W. Muir, Jr.(a)(d) Vice President Corporate 1996 49 Development, Thomas & Betts Electrical Supply since October 1997; CEO and President of Diamond Communication Products Inc. (manufacturer of poleline hardware) from prior to 1993 to July, 1997. Joseph W. Tiberio(a)(b) President, Century 1986 76 Manufacturing Co., Inc. (metal stamping) since prior to 1993; President Ty-Wood Corporation (metal fabrication) since prior to 1993. Ted Valpey, Jr. (a)(c) Investor; Chairman of 1980 65 the Registrant since prior to 1992 and Chief Executive Officer of the Registrant from prior to 1993 to December 21, 1993 and since April 28, 1997. ______________________________ (a) Member of the Executive Committee (b) Member of the Audit Committee (c) Member of the Nominating Committee (d) Member of the Stock Option-Compensation Committee. Each of the above individuals was elected a director at the last Annual Meeting of Stockholders to hold office until the next Annual Meeting and until his successor is elected and qualified and each has served continuously since the year he was first elected. Except as set forth below none of the directors or nominees is a director of any company (other than the Registrant) which is subject to the reporting requirements of the Securities Exchange Act of 1934 or which is a registered investment company under the Investment Company Act of 1940. Name of Director Director of -------- ----------- John J. McArdle III MetroWest Bank Ted Valpey, Jr. MetroWest Bank ITEM 11. EXECUTIVE COMPENSATION. - -------- ----------------------- The Summary Compensation Table below sets forth compensation information for each of the Registrant's last three fiscal years for the CEO and the other executive officers whose total annual salary for such fiscal year exceeded $100,000. SUMMARY COMPENSATION TABLE Annual Compensation(1)(2) ------------------------- Name and Principal All Other Position Year Salary Bonus Compensation(3) - -------- ---- ------ ----- --------------- Ted Valpey, Jr. 1997 $80,000 $25,000 $ 2,531 (CEO and 1996 80,000 -- 2,446 President since 1995 80,000 -- 2,438 April 28, 1997, and Chairman) Robert B. Gill 1997 132,980 -- 130,656 (CEO and 1996 200,000 -- 4,500 President until 1995 200,000 25,000 4,500 April 28, 1997) Michael J. Kroll 1997 111,500 15,000 3,741 (Vice President 1996 111,500 -- 3,532 and Treasurer) 1995 111,500 -- 3,532 ______________________________ (1) For 1996 and 1995 the Registrant maintained a Management Incentive Plan (the "Incentive Plan") which provides cash payments to key managers of the Registrant based on the achievement of defined profit objectives by various operating units and other transaction and performance- oriented goals. The Registrant paid no amounts to any of the named officers pursuant to the Incentive Plan in 1996 or 1995. (2) The above table does not include any amounts for personal benefits because, in any individual case, such amounts do not exceed the lesser of $50,000 or 10% of such individual's cash compensation. (3) Represents amounts allocated under the Registrant's Profit Sharing and Savings Plan. (4) Mr. Valpey was elected CEO on April 28, 1998. He served as Chairman of the Registrant for 1995, 1996 and 1997. The amounts set forth in the table with respect to 1997 includes all amounts paid to Mr. Valpey as compensation for 1997. The Registrant reimburses, and has reimbursed since prior to January 1, 1995, Mr. Valpey at the rate of $4,000 per month for office, secretarial and other business expenses. (5) Mr. Gill ceased to be CEO on April 28, 1997. The amounts set forth in the table and the heading "All Other Compensation" include payments in 1997 of $66,667 in connection with Mr. Gill's termination of employment, $60,000 paid in cancellation of options to purchase 120,000 shares of Common Stock, and $3,989 allocated under Registrant's Profit Sharing and Savings Plan. See ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS below. OPTION TABLE The following table sets forth the fiscal year- end option values with respect to the named officers. No stock options were exercised by or granted to the named officers during 1997. December 31, 1997 ----------------- Option Values(1) ------------- Number of Securities Values of Unexercised Underlying Unexercised In-the-Money Options at Options at 12/31/97 12/31/97(1) ---------------------- ----------------------- Exercisable Unexercisable Exercisable Unexercisable ----------- ------------- ----------- ------------- Ted Valpey, Jr. -- -- -- -- Robert B. Gill -- -- -- -- Michael J. Kroll 1,500 1,000 -0- -0- ______________________________ (1) The fair market value of the Registrant's Common Stock at December 31, 1997 was $4.125 per share. The exercise price of all exercisable and unexercisable options to purchase shares held by Mr. Kroll were equal to or in excess of such fair market value. DIRECTORS COMPENSATION Each outside director is paid an annual director's fee of $1,000 plus $500 for each meeting of the Board of Directors attended. Each outside director who is a member of a Committee is paid $500 for each Committee meeting attended and not held on the same day as a meeting of the Board of Directors. For Committee meetings held on the same day as meetings of the Board of Directors, each outside director is paid for attendance at the rate of $250 per Committee meeting. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION Ted Valpey, Jr. serves on the Compensation Committee of MetroWest Bank, of which Mr. McArdle is Chief Executive Officer. Lawrence Holsborg was President of Matec Fiberoptics Inc., a subsidiary of the Registrant, prior to 1989. Robert W. Muir, Jr. owns 27.12% of entities which on April 15, 1998 acquired substantially all the assets of Registrant's subsidiary Bergen Cable Technologies, Inc. for a purchase price consisting of $7,500,000 cash, a subordinated promissory note in the principal amount of $1,250,000, a 10% stock and membership interest in the acquiring entities and assumption of certain liabilities including trade payables. Registrant received an opinion from O'Conor, Wright Wyman, Inc. that the consideration received by Registrant's subsidiary was fair to the stockholders of Registrant from a financial point of view. See ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Set forth in the table below is information concerning the ownership as of April 17, 1998 of the Common Stock of the Registrant by persons who, to the knowledge of the Board of Directors, own more than 5% of the outstanding shares of Common Stock of the Registrant. The table also shows information concerning beneficial ownership by all other directors, by each of the executive officers of the Registrant and by all directors and executive officers as a group. Unless otherwise indicated, the beneficial owners have sole voting and investment power with respect to the shares beneficially owned. Name and Address Amount Beneficially Percentage of Beneficial Owner Owned of Class - ------------------- ------------------- ---------- Dimensional Fund 149,000(1) 5.5% Advisors Inc. 1299 Ocean Avenue 11th Floor Santa Monica, CA 90401 John J. McArdle III 187,962(2)(3) 6.9% MetroWest Bank 15 Park Street Framingham, MA 01701 Mary R. and 207,400 7.6% Emile Vaccari 508 40th Street Union City, NJ 07087 Robert W. Valpey 204,403(2)(4) 7.5% Route 25 Box 249 Center Harbor, NH 03226 Ted Valpey, Jr. 727,935(5) 26.6% P.O. Box 4100 Portsmouth, NH 03801 Other Directors and Executive Officers - ------------------- Eli Fleisher 87,000(6) 3.2% Robert B. Gill 121,300(7) 4.4% Lawrence Holsborg 114,267 4.2% Robert W. Muir, Jr. 8,000 less than 1% Joseph W. Tiberio 25,000 less than 1% Michael J. Kroll 15,300(8)(9) less than 1% Directors and Executive 1,286,764(2)(3)(5)-(9) 47.1% Officers as a Group (consisting of 8 individuals) ______________________________ (1) Dimensional Fund Advisors Inc., a registered investment advisor, is deemed to have beneficial ownership of 149,000 shares of Common Stock of the Registrant as of December 31, 1997, all of which shares are held in portfolios of DFA Investment Dimensions Group Inc., a registered open-end investment company, or in series of the DFA Investment Trust Company, a Delaware business trust, or the DFA Group Trust and DFA Participating Group Trust, investment vehicles for qualified employee benefit plans, all of which Dimensional Fund Advisors Inc. serves as investment manager. Dimensional Fund Advisors Inc. disclaims beneficial ownership of all such shares. (2) Includes 100,000 shares, as to which each of Mr. Robert Valpey and Mr. McArdle disclaims beneficial ownership, held by a trust of which each is one of two trustees. (3) Includes 25,750 shares owned by Mr. McArdle's wife as to which he disclaims beneficial ownership. (4) Includes 2,900 shares owned by Mr. Robert Valpey's wife as to which he disclaims beneficial ownership and 1,000 shares jointly owned by Mr. Valpey's wife. (5) 300,000 of such shares are pledged as collateral to a bank to secure certain indebtedness of Mr. Ted Valpey, Jr. (6) Includes 1,500 shares owned by Mr. Fleisher's wife as to which he disclaims beneficial ownership. (7) Includes 64,300 shares jointly owned by Mr. Gill's wife and deposited as collateral by Mr. & Mrs. Gill in a joint margin account maintained by them with a registered broker- dealer. (8) Includes 8,700 shares jointly owned by Mr. Kroll's wife. (9) Includes 1,500 shares issuable upon exercise of currently exercisable stock options. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. Robert B. Gill, a director of the Registrant ceased to be President and Chief Executive Officer of the Registrant on April 28, 1997. For the period April 28, 1997 until August 5, 1997 he was President of the Registrant's wholly owned subsidiary Bergen Cable Technologies, Inc. Pursuant to a Separation Agreement between the Registrant and Mr. Gill, Mr. Gill's employment by the Registrant terminated on August 5, 1997. In connection with such termination, the Registrant paid Mr. Gill $100,000 in six equal monthly installments. All such termination payments paid in 1997 are included in the Summary Compensation Table set forth above in ITEM 11. EXECUTIVE COMPENSATION. In addition, the Registrant paid Mr. Gill $60,000 for cancellation of options to purchase 120,000 shares of Common Stock of the Registrant. On April 15, 1998, the Registrant sold substantially all the assets, excluding real property and plant, of its wholly owned subsidiary, Bergen Cable Technologies, Inc. to a newly created corporation of which Robert W. Muir, Jr., a director of the Registrant, owns 27.12% of the outstanding capital stock. The real property and plant were sold to a New Jersey limited liability company of which Mr. Muir owns a 27.12% member's interest. The purchase price received by the Registrant consisted of $7,500,000, a subordinated promissory note in the principal amount of $1,250,000, a 10% stock and membership interest in the acquiring entities and assumption of certain liabilities including trade payables. Because of Mr. Muir's interest in the transaction the Registrant retained the firm of O'Conor Wright Wyman, Inc. to evaluate the fairness of the transaction to the stockholders of the Registrant from a financial point of view. O'Conor Wright Wyman, Inc. gave their opinion that the consideration received was fair to the stockholders of the Registrant from a financial point of view. The transaction was unanimously approved by all directors of the Registrant except Mr. Muir who did not vote on approval of the transaction. SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has caused this amendment to the Report to be signed on its behalf by the undersigned, thereunto duly authorized. MATEC CORPORATION (Registrant) Dated: April 29, 1998 By: /s/ Michael J. Kroll -------------------- Michael J. Kroll Vice President & Treasurer -----END PRIVACY-ENHANCED MESSAGE-----