-----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, WMhh2eCyYH8GszIaQG/iqf065nwRLMIcEaWG2l+9Ea/0LeN7txOdgn5rmteg9H2g zx3e8LCSPlmZhmpZxXWe5A== 0000950152-00-004420.txt : 20000526 0000950152-00-004420.hdr.sgml : 20000526 ACCESSION NUMBER: 0000950152-00-004420 CONFORMED SUBMISSION TYPE: 10KSB/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000525 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SERVOTRONICS INC /DE/ CENTRAL INDEX KEY: 0000089140 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 160837866 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10KSB/A SEC ACT: SEC FILE NUMBER: 001-07109 FILM NUMBER: 643377 BUSINESS ADDRESS: STREET 1: 1110 MAPLE ST CITY: ELMA STATE: NY ZIP: 14059 BUSINESS PHONE: 7166335990 MAIL ADDRESS: STREET 1: P O BOX 300 STREET 2: ELMA STATE: NY ZIP: 14059-0300 10KSB/A 1 SERVOTRONICS, INC. FORM 10KSB/A AMD#1 1 ------------- U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- FORM 10-KSB/A AMENDMENT TO FORM 10-KSB Filed Pursuant to THE SECURITIES EXCHANGE ACT OF 1934 SERVOTRONICS, INC. ------------------------------------- (Exact name of registrant as specified in its charter) AMENDMENT NO. 1 The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report on Form 10-KSB for the year ended December 31, 1999 as set forth in the pages attached hereto: PART III Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT. Item 10. EXECUTIVE COMPENSATION. Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. 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. SERVOTRONICS, INC. Dated: May 1, 2000 By: /s/Lee D. Burns ----------------------------------------- Lee D. Burns Treasurer and Secretary 2 SERVOTRONICS, INC. AMENDMENT NO. 1 TO FORM 10-KSB FOR YEAR ENDED DECEMBER 31, 1999 Item 9. DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT. (a) DIRECTORS. The table below sets forth certain information regarding the directors of Servotronics, Inc. (the "Company"), each of whom was elected at the Company's 1999 Annual Meeting of Shareholders. The term of office of each director is until the next Annual Meeting of Shareholders and until his successor is elected and shall have qualified.
Position with the Company and Principal Occupation and Business Experience Name Age for Past Five Years - ---- --- ------------------- Dr. William H. Duerig 78 Director of the Company since 1990; Physicist and Senior Program Manager for Kearfott Guidance & Navigation Corporation for more than five years prior to retirement in 1993. Donald W. Hedges 78 Director of the Company since 1967; self-employed attorney since 1988.
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Position with the Company and Principal Occupation and Business Experience Name Age for Past Five Years - ---- --- ------------------- Nicholas D. Trbovich, Jr. 39 Director of the Company since 1990; Vice President of the Company since 1990; Director of Corporate Development of the Company from 1987 to 1990. Dr. Nicholas D. Trbovich 64 Chairman of the Board of Directors, President and Chief Executive Officer of the Company since 1959.
(b) EXECUTIVE OFFICERS. The following is a listing of the Company's executive officers:
Position with the Company and Principal Occupation and Business Experience Name Age for Past Five Years - ---- --- ------------------- Dr. Nicholas D. Trbovich 64 See table under "Directors." Nicholas D. Trbovich, Jr. 39 See table under "Directors." Raymond C. Zielinski 55 Vice President since 1990; Director of Manufacturing of the Company from 1983 to 1990. Lee D. Burns 58 Treasurer and Secretary of the Company since 1991; Controller and Assistant Treasurer of the Company from 1978 to 1991.
- 3 - 4 Nicholas D. Trbovich, Jr. is the son of Dr. Nicholas D. Trbovich. There are no other family relationships between any of the directors or executive officers of the Company. Item 10. EXECUTIVE COMPENSATION. DIRECTORS' FEES. Under the Company's standard compensation arrangements with directors who are not employees, they are paid a yearly director's fee of $10,000 plus a per meeting fee of $650 and reimbursement of actual expenses for attendance at Board meetings. Directors who are also employees do not receive the director's and/or meeting fees. COMPENSATION TABLE. The following table shows the compensation paid by the Company to each executive officer of the Company whose total salary and bonus from the Company and its subsidiaries exceeded $100,000 during any of the last three fiscal years. ANNUAL COMPENSATION -------------------
Other Annual All Other Name and Compen- Compen- Principal Position Year Salary Bonus(3) sation(1) sation(2),(4) - ------------------ ---- ------ -------- --------- ------------- Dr. Nicholas D. Trbovich 1999 $318,654 $50,000 $26,907 $14,437 Chairman, President and 1998 288,558 50,000 17,265 17,417 CEO 1997 290,529 45,000 28,027 34,380 Raymond C. Zielinski 1999 $108,942 $ 7,500 - $ 7,533 Vice President 1998 99,677 6,500 $ 7,846 10,275 1997 91,962 4,500 - 15,796
- -------------------------------- - 4 - 5 (1) Includes for Dr. Trbovich $25,000, $16,442 and $26,145 in 1999, 1998 and 1997, respectively, and $7,846 for Mr. Zielinski in 1998, for untaken vacation pursuant to a policy that is generally applicable to all employees of the Company; these amounts reflect accrued vacation earned and expensed by the Company over several years and prior to when the payment was received. (2) All Other Compensation for 1999 includes (i) an allocation of 1,517.406 shares for Dr. Trbovich and 1,144.138 shares for Mr. Zielinski of Common Stock of the Company under the Servotronics, Inc. Employee Stock Ownership Plan valued as of November 30, 1999 (the date of the allocation) at the closing price on the American Stock Exchange on that date of $5-1/4 per share; and (ii) $6,470 for life insurance and health care benefits for Dr. Trbovich and $1,526 for such benefits for Mr. Zielinski, but excludes $91,876, the excess value of stock options exercised by Dr. Nicholas D. Trbovich in 1999 over market price. Dr. Trbovich received $195,000 by reason of the Company's withdrawal of that amount from his pension-related deferred compensation account; accruals to that account have been reported in previous filings. This amount, as well as 8,784 Shares withheld by the Company from the total Shares acquired on exercise, was applied to pay the expenses payable by Dr. Trbovich as a result of the transaction. See table, "Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values", below. 3. The "Bonus" column of the compensation table above includes discretionary incentive payments authorized by the Board of Directors and paid in the year indicated in the table. Discretionary payments authorized for 2000 will be included in the compensation table for 2000 to the extent they are paid in that year. The Board of Directors has made no commitment for incentive payments in subsequent years. 4. No stock options or rights were awarded to either officer in 1999. - 5 - 6 Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values -----------------------------------------------
Number of Securities Underlying Unexercised Value of Options at Unexercised in- Shares Fiscal Year- the-money acquired End: Options at on Realized Exercisable/ Fiscal Year- Name of Officer Exercise Value Unexercisable End** --------------- -------- ----- ------------- ----- Dr. Nicholas D. Trbovich 37,778* $91,876 37,800/0 -0- Raymond C. Zielinski -0- - 11,524/0 -0-
- ------------------------ * This number includes 8,784 Shares withheld by the Company and applied to certain costs of the exercise transaction. ** None of the unexercised options held by the named individuals was in-the-money at fiscal year-end. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Based solely on its review of reports filed pursuant to Section 16(a) of the Securities Exchange Act or representations from directors and executive officers required to file such reports, the Company believes that all such filings required of its officers and directors were timely made. EMPLOYMENT AGREEMENT. Dr. Trbovich has an employment agreement with the Company pursuant to which he is entitled to receive minimum direct compensation of $325,000 per annum, or such greater amount as the Company's Board of Directors may determine, and lifetime health and life insurance benefits. In - 6 - 7 the event of Dr. Trbovich's death or total disability during the term of the employment agreement, he or his estate is entitled to receive 50% of the compensation he is receiving from the Company at the time of his death or disability during the remainder of the term of the employment agreement. Also, in the event of (i) a breach of the agreement by the Company, (ii) a change in control of the Company, as defined, or (iii) a change in the responsibilities, positions or geographic office location of Dr. Trbovich, he is entitled to terminate the agreement and receive a payment of 2.99 times his average annual compensation from the Company for the preceding five years. If this provision is invoked by Dr. Trbovich and the Company makes the required payment, the Company will be relieved of any further liability under the agreement notwithstanding the number of years covered by the agreement prior to termination. In the event the agreement is not extended by the Company beyond the scheduled expiration date (September 30, 2004), as such date may be extended, Dr. Trbovich will be entitled to a severance payment equal to nine months' salary and benefits. Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. --------------------------------------------------- - 7 - 8 (a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. The following table lists the persons that owned beneficially, as of April 6, 2000, more than 5% of the outstanding shares of Common Stock of the Company ("Shares"), based on the Company's records. Unless otherwise stated, each person has sole voting and investment power with respect to the Shares indicated as beneficially owned by that person.
Name and Address of Amount and Nature of Percent of Beneficial Owner Beneficial Ownership Class(1) - ------------------- -------------------- -------- Servotronics, Inc. Employee Stock Ownership Trust(2) 872,832(2) 36.3% 1110 Maple Street P.O. Box 300 Elma, New York 14059 Dr. Nicholas D. Trbovich 324,107(3) 13.3% 1110 Maple Street P.O. Box 300 Elma, New York 14059 Harvey Houtkin(4) 364,856(4) 15.2% 78 Lafayette Avenue Suffern, New York 10901
- ------------------- (1) Percent of class is based upon 2,405,488 Shares outstanding as of April 6, 2000 plus, in the case of Dr. Trbovich, the Shares subject to his stock option. (2) The trustees of the Servotronics, Inc. Employee Stock Ownership Trust--Nicholas D. Trbovich, Jr., Lee D. Burns and Raymond C. Zielinski--direct the voting of unallocated Shares. The participants in the related plan have the right to direct the voting of Shares which have been allocated to their respective accounts; if a participant does not direct the vote, the trustees may direct the vote of that participant's Shares. As of April 6, 2000, approximately 311,567 Shares have been allocated to the accounts of participants and approximately 561,265 Shares (23.3% of the Shares outstanding) remain unallocated. - 8 - 9 (3) This amount includes (i) 41,776 Shares held by a charitable foundation for which Dr. Trbovich serves as a trustee; (ii) an option to acquire 37,800 Shares; (iii) approximately 36,584 Shares allocated to Dr. Trbovich's account under the Servotronics, Inc. Employee Stock Ownership Plan; and (iv) approximately 3,084 Shares beneficially owned by certain of Dr. Trbovich's children (as to which Dr. Trbovich disclaims beneficial interest). This amount does not include the Shares beneficially owned by certain of Dr. Trbovich's other relatives. (4) Based on a statement on Schedule 13D, as last amended on April 19, 1999, jointly filed by Mr. Houtkin, Rushmore Financial Services, Inc. and All-Tech Investment Group, Inc. with the Securities and Exchange Commission by Mr. Houtkin, Rushmore Financial Services, Inc. and All-Tech Investment Group, Inc. According to Mr. Houtkin's statement, he has sole voting and investment power with respect to 345,500 Shares and shared voting and investment power with respect to 19,356 Shares owned by the joint corporate filers or by Mr. Houtkin jointly with his mother. Mr. Houtkin disclaims beneficial ownership in additional shares owned by other members of his family. (b) SECURITY OWNERSHIP OF MANAGEMENT. The following table sets forth, as of April 6, 2000, information as to the beneficial ownership of Shares of the Company held by each director and by all directors and officers as a group (each individual listed in the following table has sole voting and investment power with respect to the Shares indicated as beneficially owned by that person, except as otherwise indicated):
Name of Amount and Nature of Percent of Beneficial Owner Beneficial Ownership Class(1) - ---------------- -------------------- -------- Dr. Nicholas D. Trbovich 324,107(2) 13.3% Nicholas D. Trbovich, Jr. 52,509(3) 2.2 Donald W. Hedges 22,336(4) 0.9
- 9 - 10 Dr. William H. Duerig 16,193(5) 0.7 All directors and executive officers as a group 1,034,025(6)(7) 40.9% - --------------------
(1) Percent of class is based upon 2,405,488 Shares outstanding as of April 6, 2000 plus the number of Shares subject to stock options held by the indicated person or group. (2) See note (3) to the table in "Security Ownership of Certain Beneficial Owners." (3) This amount includes 36,717 Shares which Mr. Trbovich, Jr. has the right to acquire under stock options and approximately 15,790 Shares allocated to Mr. Trbovich, Jr.'s account under the Servotronics, Inc. Employee Stock Ownership Plan. Does not include Shares held by the Servotronics, Inc. Employee Stock Ownership Trust (the "ESOT") as to which Mr. Trbovich, Jr. serves as one of three trustees. See note (6) below and the table in "Security Ownership of Certain Beneficial Owners." (4) This amount includes 12,600 Shares which Mr. Hedges has the right to acquire under a stock option. Mr. Hedges has sole voting and investment power with respect to 9,261 Shares and shared voting and investment power with respect to 475 Shares. (5) This amount includes 12,600 Shares which Dr. Duerig has the right to acquire under a stock option. Dr. Duerig has sole voting with respect to 3,593 Shares. (6) Includes unallocated Shares held by the ESOT over which certain officers, as trustees of the ESOT, may be deemed to have voting power, as well as Shares allocated to the accounts of all officers as a group under the related plan. See the table in "Security Ownership of Certain Beneficial Owners" and note (2) thereto. (7) See notes (2) through (5) above. Item 12. Certain Relationships and Related Transactions. ---------------------------------------------- During 1999, certain of Dr. Trbovich's sons were employed by - 10 - 11 the Company and received, in the aggregate, $122,975 in compensation from the Company. See, also, the discussion under "Employment Agreement" in Item 10. - 11 - -----END PRIVACY-ENHANCED MESSAGE-----