-----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, C33nx7lSP8jGXHEJ8XMTML1R9sFBenk5aJitojm+3TM6+1MWv3WKDYxkULzSIeRo WMVqm3zKnKE8MxMbafRcGg== 0000874292-03-000007.txt : 20030207 0000874292-03-000007.hdr.sgml : 20030207 20030207110227 ACCESSION NUMBER: 0000874292-03-000007 CONFORMED SUBMISSION TYPE: 10KSB/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020930 FILED AS OF DATE: 20030207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADDVANTAGE TECHNOLOGIES GROUP INC CENTRAL INDEX KEY: 0000874292 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PROFESSIONAL & COMMERCIAL EQUIPMENT & SUPPLIES [5040] IRS NUMBER: 731351610 STATE OF INCORPORATION: OK FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10KSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 033-39902-FW FILM NUMBER: 03543671 BUSINESS ADDRESS: STREET 1: 1605 EAST JOLA CITY: BROKEN ARROW STATE: OK ZIP: 74012 BUSINESS PHONE: 9182519121 MAIL ADDRESS: STREET 1: 1605 E IOLA CITY: BROKEN ARROW STATE: OK ZIP: 74012 FORMER COMPANY: FORMER CONFORMED NAME: ADDVANTAGE MEDIA GROUP INC /OK DATE OF NAME CHANGE: 19930328 10KSB/A 1 r10ksba2002filing.txt 2002 10KSB AMENDMENT 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 September 30, 2002 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-10799 ADDVANTAGE TECHNOLOGIES GROUP, INC. (Name of small business issuer in its charter) Oklahoma 73-1351610 (State or other jurisdiction (I.R.S. Employer of Identification No.) incorporation or organization) 1605 East Iola Broken Arrow, Oklahoma 74012 (Address of principal (Zip code) executive offices) Issuer's telephone number: (918) 251-9121 Securities registered under Section 12(b) of the Act: None Securities registered under Section 12(g) of the Act: Common Stock, $.01 par value Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities 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 or 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 are $25,408,931. The aggregate market value of the shares of common stock, par value $.01 per share, held by non-affiliates of the issuer was $1,196,204 as of December 26, 2002. As of the latest practicable date, the number of the registrant's common stock, $.01 par value per share, outstanding was 10,010,414 as of December 26, 2002. TRANSITIONAL SMALL BUSINESS DISCLOSURE (1) FORMAT (CHECK ONE): Yes [ ] No [x] Part III ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT Directors, Executive Officers, Promoters, and Control Persons The following persons are currently serving as directors and executive officers of the Company. Each director serves until the next annual meeting of the stockholders and until their successors are elected and qualified. Executive officers serve at the pleasure of the Board of Directors. Executive officer positions are noted in the biographical descriptions. David E. Chymiak Director since 1999 David E. Chymiak, 57, has been the Chairman of our board since 1999. He is also the President and a director of our wholly owned subsidiary, TULSAT Corporation, which he and Kenneth A. Chymiak acquired in 1985. Kenneth A. Chymiak Director since 1999 Kenneth A. Chymiak, 56, has been our President and Chief Executive officer since 1999. He is also the Executive Vice President and a director of TULSAT Corporation which he acquired with David E. Chymiak in 1985. Freddie H. Gibson Director since 1999 Freddie H. Gibson, 55, has been the president and chairman of the board of directors of Heat Transfer and Equipment, a manufacturer of shell and turbo heat exchangers for oil and petroleum industries, since 1992. Stephen J. Tyde Director since 1999 Stephen J. Tyde, 55, was the founder, president and chief executive officer of The Pump & Motor Works, Inc., an electric motor and turbo machinery manufacturing company from 1991- 2001. He was also the co-owner and chief operating officer of P&MW Holdings, Inc during the same period. Gary W. Young Director since 1990 Gary W. Young, 61, served as our Executive Vice President - Finance and Administration from 1990-1999. He is also the owner and president of Young Ideas Inc., a financial consulting and investment company, he founded in 1987. Randy L. Weideman Director since 1999 Randy L. Weideman, 46, founded Diamond W Investments, Inc. in 1985 and has served as its president since that time. We acquired Diamond W Investments, Inc. in 1999 and changed its name to Lee CATV Corporation. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own more than 10% of our common stock to report their initial ownership of our common stock and any subsequent changes in 2 that ownership to the Securities and Exchange Commission or the SEC and to furnish us with a copy of each of these reports. SEC regulations impose specific due dates for these reports, and we are required to disclose in this proxy statement any failure to file by these dates during fiscal 2002. To our knowledge, based solely on the review of the copies of these reports furnished to us and written representations that no other reports were required, during and with respect to fiscal 2002, all Section 16(a) filing requirements applicable to our executive officers, directors and more than 10% shareholders were complied with one exception. One of our directors, Stephen J. Tyde filed one late annual report with respect to three separate purchases of our shares during the 2001 fiscal year. ITEM 10. EXECUTIVE COMPENSATION
Summary Compensation Table Executive Officers Annual Compensation Long-Term Compensation ------------------------- --------------------------------- Number Other of Shares Annual Restricted Under- Long-Term Compen- Stock lying Incentive Name and Salary Bonus sation Awards Options Payouts Principal Position Year ($)(1) ($) ($)(2) ($) Granted ($) - ------------------ ---- ------- ------ ------- ------ ------- --- David E. Chymiak 2002 225,000 -0- 10,000 -0- 1,000 -0- Chairman 2001 213,463 -0- 8,500 -0- 1,000 -0- 2000 150,000 -0- 6,837 -0- 1,000 -0- Kenneth A. Chymiak 2002 225,000 -0- 10,000 -0- 1,000 -0- President and 2001 213,463 -0- 8,500 -0- 1,000 -0- Chief Executive Officer 1999 150,000 -0- 6,837 -0- 1,000 -0-
________________ (1) These amounts represent the salaries paid to these officers by TULSAT Corporation. (2) Other annual compensation represents, in 2002, 2001, 2000 our contribu- tions on behalf of each of the individuals to our 401(k) Plan. Option Grants During Fiscal 2002 The following table sets forth information regarding options granted during fiscal 2002 to named executive officers.
3 Option Exercises and Year-End Value Table There were no stock options exercised by the named executive officers during fiscal 2002. The following table sets forth information regarding the value of unexercised stock options held by each of the named executive officers as of the year ended September 30, 2002.
Number of Shares of Value of Unexercised Shares Common Stock Underlying In-the-Money Options Acquired on Value at September 30, 2000 at September 30, 2000 Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable - ------------ ------------ --------- ----------- ------------- ----------- ------------- Kenneth A. Chymiak - - 3,000 - $2,100 - David E. Chymiak - - 3,000 - $2,100 -
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table shows the number of shares of common stock or preferred stock beneficially owned (as of January 28, 2003) by: - each person who we know beneficially owns more than 5% of our common stock; - each director; - each executive officer named in the Summary Compensation Table on page 2; and - our directors and executive officers as a group. Except as otherwise indicated, the beneficial owners listed in the table have sole voting and investment powers of their shares.
Beneficial Ownership Number of Number of Number of Shares of Shares of Shares of Series A Series B Common Preferred Preferred Stock Percent Stock Percent Stock Percent Name and Address of Beneficially of Beneficially of Beneficially of Beneficial Owner Owned (1) Class Owned (2) Class Owned Class ---------------- --------- ----- --------- ----- ----- ----- Gary W. Young 138,708 (3) 1.4% -0- -0- -0- -0- 5905 S. Knoxville Ave. Tulsa, OK 74135 David E. Chymiak 4,169,100 (4) 41.6% 100,000 50.0% 150,000 50.0% 1605 E. Iola Broken Arrow, OK 74012 Kenneth A. Chymiak 4,003,000 (4) 40.0% 100,000 50.0% 150,000 50.0% 1605 E. Iola Broken Arrow, OK 74012 Stephen J. Tyde 20,000 (4) * -0- -0- -0- -0- 8008 S. Fulton Ave. Tulsa, OK 74136 Freddie H. Gibson 3,000 (4) * -0- -0- -0- -0- 808 S. Erie Avenue Tulsa, OK 74136 Randy L. Weideman 138,780 (4) 1.4% -0- -0- -0- -0- Highway 136 West Deshler, NE 68340 All Executive Officers 8,473,588(3,4) 84.6% 200,000 100% 300,000 100% Directors as a group (6 persons) _____________________________ * Less than one percent.
4 (1) Shares which an individual has the right to acquire within 60 days pursuant to the exercise of options are deemed to be outstanding for the purpose of computing the percentage ownership of such individual, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table or the percentage ownership of all officers and directors as a group. (2) Each share of Series A Cumulative Convertible Preferred Stock is convertible into 10 shares of our common stock. (3) Includes 27,000 shares are subject to stock options which are fully exercisable. (4) Includes 3,000 shares subject to stock options which are fully exercisable. (5) All of the shares beneficially owned by Mr. Young are held of record by the GWYSEY General Partnership jointly owned by Mr. Young and his wife. (6) All of the shares beneficially owned by Mr. Chymiak are held of record 50% by him as trustee of the Ken Chymiak Revocable Trust and 50% by his wife as trustee of the Susan Chymiak Revocable Trust. Mr. Chymiak disclaims beneficial ownership of the shares held by his wife. ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS In fiscal 1999, Chymiak Investments, L.L.C., which is owned by David E. Chymiak and Kenneth A. Chymiak, purchased from TULSAT Corporation on September 30, 1999 the real estate and improvements comprising the headquarters and a substantial portion of the other office and warehouse space of TULSAT Corporation for a price of $1,286,000. The price represents the appraised value of the property less the sales commission and other sales expenses that would have been incurred by TULSAT Corporation if it had sold the property to a third party in an arm's-length transaction. TULSAT Corporation entered into a five- year lease commencing October 1, 1999 with Chymiak Investments, L.L.C. covering the property under which the annual rental due to Chymiak Investments, L.L.C. is $180,000. TULSAT Corporation is leasing other property from Chymiak Investments, L.L.C. and paid that company $150,000 in 2001 and 2002; and is scheduled to pay $126,500 for 2003, and $78,000 for 2004. In fiscal 2001, ADDvantage Technologies Group of Texas borrowed $150,000 each on June 26, 2001 from Chymiak Investments, L.L.C for the purchase of a building comprising of office and warehouse space at the location in Texas. The note is payable at 7.5% over 10 years and total interest paid in 2002 was $10,694. In fiscal 2002, ADDvantage Technologies Group of Missouri completed additions at its location in Missouri and financed $342,000 from Chymiak Investments, L.L.C for a building comprising of office and warehouse space. The note is payable at 7.5% over 10 years and total interest paid in 2002 was $21,657. Chymiak Investments Inc., which is owned by Kenneth A. Chymiak and his wife, Susan C. Chymiak, owns three other properties leased to TULSAT Corporation for five-year terms (all ending in 2003) at rentals of $3,000 per month each (aggregate rentals per year of $108,000 for all three buildings). 5 The Company has outstanding, unsecured stockholder loans of $1,100,000. Of this amount, $950,000 is payable to revocable trusts for the benefit of Kenneth A. Chymiak and his wife and $150,000 is payable to David E. Chymiak. The interest rate on the notes is one and one-quarter percentage point below the Chase Manhattan Bank Prime, which is the same rate as the Company's bank line of credit. The current rate on the notes is 3.5% and the total interest paid on the notes was $79,166 in 2001 and $47,352 in 2002. SIGNATURES Pursuant to 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. ADDvantage Technologies Group, Inc. Date: February 6, 2003 By: /S/ Kenneth A. Chymiak --------------------------------------- Kenneth A. Chymiak, President and Chief Executive Officer CERTIFICATION I, Kenneth A. Chymiak, certify that: 1. I have reviewed this amendment to annual report on Form 10-KSB/A of ADDvantage Technologies Group, Inc, (the "Company"); 2. Based on my knowledge, this annual report, as amended hereby, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report, as amended hereby,; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, as amended hereby, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this annual report, as amended hereby,; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and have; a. Designed such disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report, as amended hereby, is being prepared; b. Evaluated the effectiveness of the Company's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report, as amended hereby, (the "Evaluation Date"); and 6 c. Presented in this annual report, as amended hereby, my conclusions about the effectiveness of the disclosure controls and procedures based on my evaluation as of the Evaluation Date; 5. I have disclosed, based on my most recent evaluation, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions): a. All significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weakness in internal controls; and b. Any fraud, whether or not material that involves management or other employees who have a significant role in the Company's internal controls ; and 6. I have indicated in this annual report, as amended hereby, whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: February 6, 2003 /s/ Kenneth A. Chymiak _______________________________________ Kenneth A. Chymiak Principal Executive Office and Principal Financial Officer 7 -----END PRIVACY-ENHANCED MESSAGE-----