-----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, RYFMSRf8fhUwofCyWT7uMMp3YrQdb23RqeHFbBSU+R+eYDTAIS/vN8aRZNK9pen1 fF1dEy8lqG3gtRBBFir0PA== 0000891618-99-005468.txt : 19991201 0000891618-99-005468.hdr.sgml : 19991201 ACCESSION NUMBER: 0000891618-99-005468 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 19991130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ABAXIS INC CENTRAL INDEX KEY: 0000881890 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 770213001 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-19720 FILM NUMBER: 99766764 BUSINESS ADDRESS: STREET 1: 1320 CHESAPEAKE TERRACE CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 4087340200 MAIL ADDRESS: STREET 2: 1320 CHESAPEAKE TERRACE CITY: SUNNYVALE STATE: CA ZIP: 94089 10-K/A 1 AMENDMENT #1 TO FORM 10-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 to Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended MARCH 31, 1999 Commission File Number: 000-19720 ABAXIS, INC. (Exact name of registrant as specified in its charter) CALIFORNIA 77-0213001 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1320 Chesapeake Terrace Sunnyvale, CA 94089 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: 408.734.0200 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, no par value 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 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 information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of registrant's voting stock held by non-affiliates of registrant, based upon the closing sale price of the Common Stock on October 8, 1999, as reported on the Nasdaq National Market, was approximately $68,574,363. Shares of Common Stock held by each officer, director and holder of 5% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. Outstanding shares of registrant's Common Stock, no par value, as of October 8, 1999: 13,975,643. This Amendment contains 6 pages. 2 FORM 10-K/A AMENDMENT NO. 1 The undersigned registrant hereby amends the following items of its Annual Report on Form 10-K for the fiscal year ended March 31, 1999, as set forth in the pages attached hereto: PART III ITEM 11. EXECUTIVE COMPENSATION. EXECUTIVE COMPENSATION AND OTHER MATTERS The following table sets forth information concerning the compensation during the fiscal years ended March 31, 1999, March 31, 1998 and March 31, 1997 of the Chief Executive Officer of the Company during fiscal 1999 and the four other most highly compensated executive officers of the Company whose total salary and bonus for fiscal 1999 exceeded $100,000, for services in all capacities to the Company, during fiscal 1999. SUMMARY COMPENSATION TABLE
LONG-TERM FISCAL COMPENSATION NAME AND PRINCIPAL POSITION YEAR ANNUAL COMPENSATION($) AWARDS - --------------------------- ---- ---------------------- ------------ OPTIONS SALARY BONUS (SHARES) ---- -------- ------- ------------ Clinton H. Severson.............. 1999 $200,000 $60,450 200,000 Chairman of the Board of 1998 193,254 73,950 50,000 Directors, President and Chief 1997 146,535 -0- 250,000 Executive Officer Robert Milder.................... 1999 $93,000 $20,400 65,000 Vice President of Operations 1998 -0- -0- -0- 1997 -0- -0- -0- Vladimir E. Ostoich.............. 1999 $144,740 $47,630 25,000 Vice President of Marketing and 1998 139,173 60,550 -0- Sales for North America 1997 145,287 21,700 25,000 Diane Oates...................... 1999 $90,000 $48,605 10,000 Vice President of 1998 81,975 18,785 30,000 Regulatory/Quality Systems 1997 -0- -0- -0- Daniel Wong...................... 1999 $135,000 $47,630 -0- Vice President of Development 1998 129,808 60,505 -0- 1997 135,296 22,825 25,000
2. 3 STOCK OPTIONS GRANTED IN FISCAL 1999 The following table provides the specified information concerning grants of options to purchase Common Stock made during the fiscal year ended March 31, 1999 to the persons named in the Summary Compensation Table. OPTION GRANTS IN FISCAL 1999
INDIVIDUAL GRANTS ---------------------------------------------- PERCENT OF TOTAL OPTIONS POTENTIAL REALIZABLE GRANTED TO VALUE AT ASSUMED OPTIONS EMPLOYEES EXERCISE ANNUAL RATES OF STOCK GRANTED IN FISCAL PRICE EXPIRATION PRICE APPRECIATION FOR NAME (#)(1) YEAR ($/SH)(2) DATE OPTION TERM(3) - ---------------------------- ------- ----- --------- ---------- ---------------------- 5%($) 10%($) -------- -------- Clinton Severson............. 200,000 26.1% $1.56 01/26/09 $196,530 $498,045 Robert Milder................ 65,000 8.5% $2.16 10/26/08 $88,445 $224,136 Diane Oates.................. 10,000 1.3% $2.56 5/26/08 $16,119 $40,848 Vladimir E. Ostoich.......... 25,000 3.3% $1.88 10/26/08 $29,479 $74,707
- ------------ (1) All options granted in fiscal 1999 were granted pursuant to the Company's 1998 Stock Option Plan (the "1998 Plan"). These options vest and become exercisable at the rate of one-fourth on the first anniversary of the date of grant and 1/48 per month thereafter for each full month of the optionee's continuous employment by the Company. Under the 1998 Plan, the Board retains discretion to modify the terms, including the price, of outstanding options. For additional information regarding options, see "Change of Control Arrangements." (2) All options in this table have exercise prices equal to the fair market value on the date of grant. (3) Potential gains are net of exercise price, but before taxes associated with exercise. These amounts represent certain assumed rates of appreciation only, based on the Securities and Exchange Commission rules. Actual gains, if any, on stock option exercises are dependent on the future performance of the Common Stock, overall market conditions and the option holder's continued employment through the vesting period. The amounts reflected in this table may not necessarily be achieved. 3. 4 OPTION EXERCISES AND FISCAL 1999 YEAR-END VALUES The following table provides the specified information concerning exercises of options to purchase Common Stock in the fiscal year ended March 31, 1999, and unexercised options held as of March 31, 1999, by the persons named in the Summary Compensation Table. OPTION EXERCISES AND FISCAL 1999 YEAR-END VALUES
NUMBER OF UNEXERCISED SHARES OPTIONS VALUE OF UNEXERCISED IN-THE- ACQUIRED VALUE AT 3/31/99 MONEY OPTIONS AT 3/31/99($)(2) ON REALIZED ---------------------------- ------------------------------ SHARES EXERCISE ($) EXERCISABLE(1) UNEXERCISABLE EXERCISABLE(1) UNEXERCISABLE - ---------------------- -------- -------- -------------- ------------- -------------- --------------- Clinton H. Severson.... -0- -0- 215,626 284,375 $ -- $75,000 Robert Milder.......... -0- -0- -- 65,000 -- $ 1,563 Vladimir E. Ostoich.... -0- -0- 96,563 34,062 $22,125 $ 1,563 Diane Oates............ -0- -0- 12,500 27,500 -- -- Daniel Wong............ -0- -0- 75,743 9,257 -- --
- ------------ (1) Company stock options generally vest one-fourth on the first anniversary of the date of grant and 1/48 per month thereafter for each full month of the optionee's continuous employment by the Company. All options are exercisable only to the extent vested. (2) The value of the unexercised in-the-money options is based on the closing price of the Common Stock ($1.94 per share as reported on the Nasdaq National Market on March 31, 1999) and is net of the exercise price of such options. COMPENSATION OF DIRECTORS All non-employee directors of the Company receive compensation in the amount of $750 per Board meeting they attend plus reimbursement of reasonable travel expenses incurred. In addition, Dr. Tucker serves as a consultant to the Company and receives monthly compensation of $1,000 plus reimbursement of expenses for attending meetings at or on behalf of the Company. Each of the Company's non-employee directors also receives an automatic annual grant of options to purchase 4,000 shares of Common Stock under the Company's 1992 Outside Directors Stock Option Plan. In addition, Dr. Tucker receives an additional annual grant of options to purchase 5,000 shares for serving as a consultant. Clinton H. Severson is a director of the Company and also an employee of the Company. He does not receive any compensation for his services as a member of the Board of Directors. CHANGE OF CONTROL ARRANGEMENTS The Company's 1998 Stock Option Plan and the 1992 Outside Directors Stock Option Plan (the "Option Plans") provide that, in the event of a transfer of control of the Company ("Transfer of Control"), the surviving, continuing, successor or purchasing corporation or a parent corporation thereof, as the case may be (the "Acquiring Corporation"), shall either assume the Company's rights and obligations under stock option agreements outstanding under the Option Plans (the "Options") or substitute options for the Acquiring Corporation's stock for such outstanding Options. In the event the Acquiring Corporation elects not to assume or substitute for such outstanding Options in connection with a merger constituting a 4. 5 Transfer of Control, the Company's Board shall provide that any unexercisable and/or unvested portion of the outstanding Options shall be immediately exercisable and vested as of a date prior to the Transfer of Control, as the Company's Board so determines. Any Options which are neither assumed by the Acquiring Corporation, nor exercised as of the date of the Transfer of Control, shall terminate effective as of the date of the Transfer of Control. Options which are assumed by the Acquiring Corporation shall become exercisable and vested as provided under the relevant stock option agreements under the Option Plans, unless the Acquiring Corporation terminates the option holder under certain circumstances defined in the Option Plans. Under such circumstances, the holder's options shall become immediately exercisable and vested as of the date of termination. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934 requires the Company's executive officers, directors and persons who beneficially own more than 10% of the Company's Common Stock to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission ("SEC"). Such persons are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms filed by such persons. EMPLOYMENT AGREEMENTS In March 1997, the Company entered into an employment agreement with Clinton H. Severson, providing Mr. Severson as President and Chief Executive Officer of Abaxis with six months of salary and benefits if his employment with the Company is terminated for other than cause. 5. 6 FORM 10-K/A AMENDMENT NO. 1 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. ABAXIS, INC. By: /s/ Clinton H. Severson ------------------------------------ Clinton H. Severson Chairman of the Board, President and Chief Executive Officer Date: November 29, 1999 6. -----END PRIVACY-ENHANCED MESSAGE-----