-----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, SlAuGL+gbWJaqxu5b6u4wayYKSnt/CZLR5oQ6WaVEXRyiM9uNt9kwO5dKuFv8V2M Bd0dzQ94Ie1am5jJhJTptQ== 0000948830-00-000198.txt : 20000502 0000948830-00-000198.hdr.sgml : 20000502 ACCESSION NUMBER: 0000948830-00-000198 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: METEOR INDUSTRIES INC CENTRAL INDEX KEY: 0000912875 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO & HOME SUPPLY STORES [5531] IRS NUMBER: 841236619 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-12401 FILM NUMBER: 615436 BUSINESS ADDRESS: STREET 1: 216 16TH ST STE 730 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3035721135 MAIL ADDRESS: STREET 1: 216 16TH ST STREET 2: STE 730 CITY: DENVER STATE: CO ZIP: 80202 10-K/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the Year ended December 31, 1999 Commission File Number: 0-27968 METEOR INDUSTRIES, INC. -------------------------------------------------- (Exact Name of Issuer as Specified in its Charter) COLORADO 84-1236619 - ------------------------------- --------------------------------------- (State or Other Jurisdiction of (I.R.S. Employer Identification Number) Incorporation or Organization) 1401 BLAKE STREET, SUITE 200, DENVER, COLORADO 80202 -------------------------------------------------------- (Address of Principal Executive Offices) Issuer's telephone number including area code: (303)572-1135 Securities registered under to Section 12(b) of the Exchange Act: None. Securities registered under to Section 12(g) of the Exchange Act: COMMON STOCK, $.001 PAR VALUE Title of Class Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 [ ] Indicate by checkmark 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 [ X ] At April 13, 2000, 3,656,567 shares of Common Stock (the Registrant's only class of voting stock) were outstanding. The aggregate market value of the Common Stock on that date held by non-affiliates was approximately $5,262,324. DOCUMENTS INCORPORATED BY REFERENCE: None. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The Directors and Executive Officers of the Company are as follows: Name Age Positions and Offices Held --------------- --- ------------------------------------------- Edward J. Names 48 President, Chief Executive Officer and Director Richard E. Kisser 45 Chief Financial Officer and Secretary/ Treasurer Dennis R. Staal 51 Director Ilyas Chaudhary 52 Director Irwin Kaufman 63 Director Richard E. Dana 56 Director Paul W. Greaves 47 Chief Exeuctive Officer of Subsidiaries There is no family relationship between any Director or Executive Officer of the Company. Capco Acquisub, Inc. has the right to appoint two Directors, however only one, Ilyas Chaudhary, is currently representing Capco Acquisub, Inc. On November 10, 1998 an Annual Meeting of the Board of Directors was held. A compensation committee was established and Irwin Kaufman, Richard Dana and Dennis Staal were appointed to the committee. Also established was an Audit Committee. Irwin Kaufman, Richard Dana and Edward Names were appointed to the audit committee. Since November 10, 1998, the Compensation Committee has met two times and the audit committee has met once as of the date of this filing. Set forth below are the names of all Directors and Executive Officers of the Company and its major subsidiaries, all positions and offices with the Company held by each such person, the period during which he has served as such, and the principal occupations and employment of such persons during at least the last five years: EDWARD J. NAMES - President, Chief Executive Officer and Director. Mr. Names has been President and a Director of Meteor since it was incorporated in 1993. Mr. Names has extensive experience in mergers and asset acquisitions as well as small business matters such as business planning, financing, management and contract negotiation. Mr. Names was President of Alfa Resources, Inc. and its subsidiaries from 1983 to 1995 and resigned as a director in 1997. In 1987, Mr. Names became Special Counsel to the law firm of Wills and Sawyer, P.C., Denver, Colorado, and maintained that relationship until December 1992. Mr. Names was associated with the firm of Nelson & Harding, Denver, Colorado, from 1980 to 1981, and the law firm of Schmidt, Elrod & Wills, Denver, Colorado, where he practiced corporate and securities law and became a Partner in October 1982. Mr. Names received a Bachelor of Arts Degree in Economics from the University of Colorado in 1973, and a Juris Doctorate from the University of Denver College of Law in 1980. He devotes his full time to the business of the Company and its subsidiaries. 2 RICHARD E. KISSER, Chief Financial Officer, Secretary/Treasurer and Vice President, Accounting and Finance. Mr. Kisser was hired in June 1998 and was appointed by the Board of Directors as the Vice President, Accounting and Finance in August 1998. On March 1, 1999 Mr. Kisser was appointed as Secretary/Treasurer for the Company by the Board of Directors and became the Company's Chief Financial Officer on June 16, 1999. Mr. Kisser graduated from Central Michigan University, where he received a Bachelor of Science degree in Accounting and Business Management in 1978. From 1978 through 1981, he was an In-Charge Staff Accountant with Pricewaterhouse LLP. (now Pricewater- houseCoopers LLP). From 1981 through 1997, Mr. Kisser was employed by Total Petroleum, Inc. He started as Assistant Manager of Corporate Accounting in 1981. In 1983 he was appointed Manager of Crude Oil of Accounting and held that position until 1988. In 1988 he was promoted to Manager of Financial Services and held that position until 1989 when he became Manager of Crude Oil and Products Accounting. He held that position until 1990 when he was promoted to Director of Internal Audit. DENNIS R. STAAL - Director and Chief Financial Officer. Mr. Staal was a Director of the Company since July 1993 and was Secretary/Treasurer from July, 1993 to March 1999. Mr. Staal was Chief Financial Officer from July 1993 until April 1, 1999. He also serves as a director of some of the Company's subsidiaries. Mr. Staal is a graduate of the University of Nebraska, where he received a Bachelor of Science degree in Business Administration in 1970. From 1970 through 1973, he was a CPA with Arthur Andersen & Co. From 1973 through 1976, he was Controller for the Health Planning Council of Omaha. From 1977 through 1981, he served as a Director of Wulf Oil Corporation and as President of such company from 1979 to 1981. From 1979 through 1982, he served as a Director of Chadron Energy Corporation, and as Director of the First National Bank of Chadron. From 1982 through 1984, he was Chief Financial Officer of High Plains Genetics, Inc. From 1986 to 1991, Mr. Staal was Director and President of Saba Petroleum Company. Mr. Staal is currently a director and Chief Financial Officer of Capco Energy, Inc. and a director and Chief Financial Officer of Stansbury Holdings Corporation. As of April 1, 1999, Mr. Staal devotes approximately 50% of his time to the business of the Company as a consultant. ILYAS CHAUDHARY - Director. Mr. Chaudhary has been a Director of the Company since November 1995. He has also been an officer and director of Capco Resources, Inc. ("CRI"), which became been a wholly-owned subsidiary of the Company, in October 1993. He was an officer and a director of Saba Petroleum Company, (now Greka Energy Corporation) a publicly held oil and gas company from 1985 until 1998. Mr. Chaudhary is a director and controlling shareholder of Capco Energy, Inc. and Capco Resources Ltd.,an Alberta Stock Exchange listed company and also Meteor's largest shareholder. Mr. Chaudhary has 25 years of experience in various capacities in the oil and gas industry, including eight years of employment with Schlumberger Well Services from 1972 to 1979. Mr. Chaudhary received a Bachelor of Science degree in Electrical Engineering from the University of Alberta, Canada. IRWIN KAUFMAN - Mr. Kaufman has been a director of the Company since August 1997. Mr. Kaufman is a financial consultant facilitating contacts with the investment community. Mr. Kaufman helps arrange financing for small and mid- sized companies and consults with management to enhance shareholder value. He has worked as a financial consultant for the last several years. Mr. Kaufman has also been a principal consultant for Computer and Mathematics Education for the Sherman Fairchild Foundation. Mr. Kaufman provides consulting services to the Company on an as needed basis. Mr. Kaufman also serves as a director on the board of directors for Capco Energy, Inc. 3 RICHARD E. DANA - Mr. Dana has been a director of the Company since September 1998. Mr. Dana is a business manager with experience covering thirty years, the last 26 years of which were in the petroleum industry in both the upstream (oil and gas exploration and production)and the downstream (refining and marketing) sectors. From 1971 until 1998 Mr. Dana was employed by Total Petroleum Ltd starting as a Controller in 1971, then as Treasurer in 1980 and became a Senior Vice President and Chief Financial Officer in 1989. Mr. Dana provides consulting services and temporary management services to varied enterprises, including the Company on an as needed basis. PAUL W. GREAVES - Chief Executive Officer of the Company's subsidiaries and General Manager of Operations for the Company since April 1996. Mr. Greaves is Chief Executive Officer of the following subsidiaries: Meteor Marketing, Inc. (formerly Pyramid Stores, Inc. and Fleischli Oil Company, Inc.) and its subsidiaries, Graves Oil & Butane Co., Inc. and Meteor Stores, Inc. (formerly Hillger Oil Company). Prior to working for the Company, Mr. Greaves held the position of Regional Manager, Rocky Mountain Region, for Propane Continental of Overland Park, Kansas, from April 1994 to April 1996. From 1989 until 1994, Mr. Greaves was Director of Business Development for the Wescourt Group of Denver, Colorado, a petroleum marketing and distribution holding company. Mr. Greaves devotes his full time to the business of the Company and its subsidiaries described above. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Based solely on a review of Forms 3 and 4 and amendments thereto furnished to the Company during its most recent fiscal year, and Forms 5 and amendments thereto furnished to the Company with respect to its most recent fiscal year and certain representations, no persons who were either a director, officer, or beneficial owner of more than 10% of the Company's common stock, failed to file on a timely basis reports required by section 16(a) of the Exchange Act during the most recent fiscal year. ITEM 11. EXECUTIVE COMPENSATION The following information regarding the executive compensation for the Company's Chief Executive Officer and President for the fiscal years ended December 31, 1999, 1998, and 1997. No other Executive Officer received salary and bonus in excess of $100,000 during such periods.
SUMMARY COMPENSATION TABLE Long Term Compensation ---------------------------- Annual Compensation Awards Payouts ------------------------- ----------------- ---------- Securi- ties Under- Other Re- lying All Annual stricted Options/ Other Name and Principal Compen- Stock SARs LTIP Compen- Position Year Salary Bonus sation Award(s) (Number) Payouts sation - ----------------- ---- -------- ----- ------ --------- ------- --------- ------ Edward J. Names 1999 $125,000 -- $ 9,015* -- 77,069 -- -- President and 1998 $105,000 - $ 8,078* -- 36,910 -- -- Chief Executive 1997 $105,000 -- $ 5,500* -- -- -- -- Officer
___________________ 4 * Represents premiums paid on health insurance policies and the use of a Company vehicle.
OPTION/SAR GRANTS IN LAST FISCAL YEAR INDIVIDUAL GRANTS Potential Realizable Percent Value at Assumed Number of Of Total Annual Rates Securities Options/SARs Exercise Of Stock Price Underlying Granted To Or Base Appreciation Options/SARs Employees In Price Expiration For Option Term Name Granted (#) Fiscal Year ($/Sh) Date 5%($) 10%($) - --------------- ------------ ------------ -------- ---------- ------ ------- Edward J. Names 50,000 11.4% $3.75 1/10/04 $ 3,942 $54,077 19,984 4.5% $3.17 4/13/04 $13,166 $33,204 7,085 1.6% $3.30 8/31/04 $ 3,747 $10,851
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES Securities Underlying Value of Unexer- Shares Unexercised cised in-the Acquired Options SARs Money Options/ On At FY-end SARs AT FY-end Exercise Value Exercisable/ Exercisable/ Name (Number) Realized Unexercisable Unexercisable - ---------------- --------- -------- ------------- ---------------- Edward J. Names -0- -0- 213,979/37,085 $-0-/$-0- EMPLOYMENT ARRANGEMENTS EDWARD J. NAMES, President of the Company, entered into a five-year employment agreement with the Company which became effective in January 1994, which provides that Mr. Names is required to devote substantially full time to the business of the Company. The agreement was amended in January 1999 to provide for an annual salary of $125,000 plus an annual bonus based upon the financial performance of the Company. Pursuant to his employment agreement, Mr. Names is allowed to devote up to 10 hours per month to other business operations including his duties as a director or officer in other companies. Absent notice to the contrary from the Company or Mr. Names, the five-year term of the employment agreement renews automatically each year and such agreement has been renewed each year. The Company can terminate his employment, however, at any time without cause and be obligated only for two years salary. The employment agreement includes a covenant not to compete which is effective for one year after termination of employment. 5 DENNIS R. STAAL, Director of the Company has a three year consulting agreement which provides for a fee of $430.00 per day for services as well as restricted stock bonuses as approved by the Company's compensation committee. He devotes approximately 50% of his time to the business of the Company and its subsidiaries. The Company may terminate Mr. Staal's consulting agreement at any time and be obligated for a maximum payment of approximately $50,000. The agreement includes a covenant not to compete for nine months after termination if Mr. Staal terminates the contract. PAUL W. GREAVES entered into a three year employment agreement with the Company's subsidiary, Meteor Marketing, Inc. which became effective in January of 1999. Mr. Greaves is required to devote full time to the business of the Company. The agreement calls for a base salary of $90,000 per year plus an annual bonus based upon improved financial performance of Meteor and its subsidiaries. The Company may terminate Mr. Greaves's employment at any time, without cause and be obligated for twelve months base salary and accrued but unpaid bonuses. The employment agreement includes a covenant not to compete which is effective for six months after termination of employment. STOCK OPTION PLAN A stock option plan providing for the issuance of incentive stock options and non-qualified stock options to Meteor's employees was approved by Meteor's shareholders on April 15, 1993. Pursuant to the Plan, 500,000 shares of Meteor's $.001 par value Common Stock have been reserved for issuance. As of April 29, 2000, and after reducing the number of expired options, 500,000 options were issued and outstanding under the Plan. INCENTIVE EQUITY PLAN The Board of Directors adopted the 1998 Incentive Equity Plan of the Company (the "Incentive Plan") on November 10, 1998, which was approved by the Stockholders at the Special Meeting of Shareholders held on the same day. On April 11, 2000, the Board of Directors amended the Incentive Plan to increase the number of options that can be awarded from 750,000 shares to 2,000,000 shares. Such amendment shall be presented to the shareholders of the Company for their approval at the next annual meeting. The purpose of the Incentive Plan is to enable the Company to attract officers and other key employees and consultants and to provide them with appropriate incentives and rewards for superior performance. The Incentive Plan affords the Company the ability to respond to changes in the competitive and legal environments by providing the Company with greater flexibility in key employee and executive compensation than was available through the previously approved plan or individual stock option agreements. This plan is designed to be an omnibus plan allowing the Company to grant a wide range of compensatory awards including stock options, stock appreciation rights, restricted stock, deferred stock and performance shares or units. The Incentive Plan is intended to encourage stock ownership by recipients by providing for or increasing their proprietary interests in the Company, thereby encouraging them to remain in the Company's employment. The Incentive Plan has been prepared to comply with all applicable tax and securities laws, including Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and state and federal tax laws. 6 Subject to adjustment as provided in the Incentive Plan, the number of shares of Common Stock that may be issued or transferred, plus the amount of shares of common Stock covered by outstanding awards granted under the Incentive Plan, shall not in the aggregate exceed 750,000. The number of Performance Units granted under the Incentive Plan shall not in the aggregate exceed 200,000. The number of shares of Common Stock granted under the Incentive Plan to any individual in any calendar year shall not in the aggregate exceed 100,000. In January of 1999, an officer was granted incentive stock option to purchase 10,000 shares at the exercise price of $3.00 per share. These options vest over a three period. In January 1999, the five members of the Board of Directors of the Company were issued 250,000 options for services as Directors of the Company. Such options are more fully described below under Director's Compensation. In April 1999, 78,987 options were issued to officers and employees of the Company. 59,003 of such options vested in April 2000 and are exercisable for five years with an exercise price of $2.87. 19,984 of such options were granted to Edward Names, Director, President and Chief Executive Officer. Such options vested in April 2000 and are exercisable for five years with an exercise price of $3.17. In August of 1999, Meteor issued a total of 51,469 options to certain employees of the Company as part of the Company 1998 bonus plan. 44,384 of such options will vest on August 31, 2000 with an exercise price of $3.00. These options expire on August 31, 2004. Meteor issued a total of 7,085 to Edward Names as part of the Company's incentive equity plan. The exercise price is $3.30 and will vest on August 31, 2000. These options expire on August 31, 2004. In April 2000, a total of 250,000 options and 375,000 "contingent options" were issued to the five board members of the Company. The options are more fully described below under Director Compensation. In April 2000, 155,000 options were issued to certain key employees of the Company pursuant to the bonus policies of the Company. 100,000 of such options shall vest in one year and are exercisable for five years. The exercise price of these options are $2.50. 55,000 options were granted to Edward Names, Director, President and Chief Executive Officer at an exercise price of $2.75. These options shall vest in one year and are exercisable for five years. In April 2000, the Board of Directors issued 115,000 options to Irwin Kaufman, 115,000 options to Richard Dana and 55,000 options to Dennis Staal for services rendered to the Company over and above those required as directors. Such options vest immediately and are exercisable for five years. The exercise price of all such options are at $2.75. In April 2000, the Board of Directors amended all outstanding employee and director options to vest immediately upon any change of control of the Company. For the purposes of this amendment change of control is defined as a change of 35% or more of the shareholdings of the Company. As of April 29, 2000, 1,551,006 options were issued and outstanding under the Incentive Plan. 7 DIRECTOR COMPENSATION Outside Directors of the Company received, in prior years, fees of $250 per meeting for telephone meeting and $750 per meeting for attendance at a meeting in person. This has been discontinued as directors are now only being compensated by options. Each Director is reimbursed for all reasonable and necessary costs and expenses incurred as a result of being a Director of the Company. In addition, the Company issues options to its Directors as determined by the Board. In January of 1999 Meteor issued to all five directors 50,000 options each at the exercise price of $3.75. These options are non-qualified options granted pursuant to the Company's Incentive Equity Plan and vested immediately but become exercisable ratably over four years. In April 2000 the Company issued an additional 50,000 five year options each at an exercise price of $2.75 per share vesting immediately, but becoming exercisable over four years. Also, 375,000 five year options exercisable at $2.75 were issued to the directors. Such options may be deemed to be contingent options and only vest upon a change of control. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of April 29, 2000, the stock ownership of each person known by the Company to be the beneficial owner of five percent or more of the Company's Common Stock, all Directors individually and all Directors and Officers of the Company as a group. Except as noted, each person has sole voting and investment power with respect to the shares shown.
NAME AND ADDRESS AMOUNT OF BENEFICIAL PERCENTAGE OF BENEFICIAL OWNER OWNERSHIP OF CLASS Capco Resources Ltd. 1,216,000 27.3% #950, 444 - 5th Avenue, S.W. Calgary, Alberta Canada TOP 2T8 Edward J. Names 549,534 12.3% 1401 Blake Street, Suite 200 Denver, CO 80202 Ilyas Chaudhary 1,346,000 30.2% #950, 444 - 5th Avenue, SW Calgary, Alberta Canada TOP 2T8 Dennis R. Staal 242,460 5.4% 1401 Blake Street, Suite 200 Denver, CO 80202 Irwin Kaufman 191,100 4.3% 8224 Paseo Vista Drive Las Vegas, NV 89128 Richard Dana 155,000 3.5% 128 Ash Street Denver, CO 80220 The Estate of Theron J. Graves 980,091 22.0% 761 South Miller Farmington, NM 87499 8 All Executive Officers and 2,562,646 57.5% Directors as a Group (7 Persons) __________________ Represents 40,240 shares held directly by Mr. Names, 265,000 shares held by NFF, Ltd., a limited partnership of which he served as general partner; 2,400 shares held by his wife of which he disclaims beneficial ownership, and 241,894 shares underlying stock options exercisable within 60 days by Mr. Names. Of the shares held by NFF, Ltd. Includes 1,216,000 shares of the Company held by Capco Resources Ltd. of which Mr. Chaudhary is Chairman of the Board, Chief Executive Officer and beneficially owns over 50% of its outstanding stock and 130,000 shares underlying stock options exercisable within 60 days by Mr. Chaudhary. Includes 5,400 shares held by Mr. Staal; 71,500 shares held by PAMDEN, Ltd., a limited partnership of which Mr. Staal is general partner; 8,432 shares held by Mystique Resources Company which is wholly owned by PAMDEN, Ltd.; 600 shares held by an IRA and 156,528 shares underlying stock options exercisable within 60 days by Mr. Staal. Consists of 177,500 shares underlying stock options and warrants exercisable within 60 days by Mr. Kaufman and 13,600 shares owned by Mr. Kaufman directly. Consists of 155,000 shares underlying stock options exercisable within 60 days by Mr. Dana. Represents shares of the Company's Common Stock which the estate of Mr. Graves presently has the right to acquire upon the exchange of shares of Graves Preferred Stock. The percentage calculation is based on actual shares outstanding at April 27, 2000. Includes 8,985 shares held directly and 59,567 shares underlying stock options exercisable within 60 days held by Paul W. Greaves, who is President and Chief Executive Officer of certain of the Company's subsidiaries. Includes 10,000 shares underlying stock options exercisable within 60 days held by Richard Kisser, the Company's Chief Financial Officer.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS TRANSACTIONS INVOLVING THE COMPANY'S OFFICERS AND DIRECTORS Effective December 31, 1999, the Company completed the sale of its sub- sidiary, MSI, to Capco Energy, Inc. ("Capco"), an affiliate of the Company. MSI leases and operates twenty convenience stores (three of which are third party leases which expire at the end of February 2000) in Colorado and New Mexico. The sale of this operating subsidiary was made to allow the Company to focus on its core business of commercial, wholesale and cardlock petroleum distribution. The Company, through a five year supply contract with Capco, will continue to be the supplier of refined petroleum products to these stores. 9 The total sale price for the sale of MSI is approximately $1,500,000. $250,000 was paid in cash at closing and the Company received a promissory note for $1,250,000 payable in monthly installments of interest only during calendar year 2000 and the balance amortized over a 10 year period with a balloon payment of the remaining principal balance on December 31, 2001. Payments may be made either in cash or shares of the Company's Common stock at a value of $3.00 per share. The promissory note bears interest at 9.25% per annum and is secured by all of the outstanding shares of MSI and by 210,000 shares of the Company's shares held by the purchaser of MSI. No gain or loss was recognized on the sale. Capco, through a majority-owned subsidiary, currently owns approximately 34% of the Company's Common Stock. Ilyas Chaudhary, a Director of the Company, is an officer, director and a principal shareholder of Capco, Dennis Staal, a Director of the Company, is also an officer of Capco and beneficially owns 35,000 common shares of Capco and 2,286 shares of Series A Preferred shares. Irwin Kaufman, a Director of the Company, is also a director of Capco and owns 20,000 common shares of Capco. Edward Names, President and CEO of the Company personally and through immediate family members may be deemed to beneficially own 64,580 common shares of Capco and 2,286 shares of Series A Preferred shares of Capco. In September 1999, the Company sold 150,000 shares of a Canadian corporation previously held in escrow to Capco Acquisub, Inc. a subsidiary of Capco for a $300,000 promissory note payable over eighteen months at 8% interest payable in cash or shares of the Company's stock at the discretion of Capco Acquisub, Inc. On September 30, 1999, the Company acquired a 49.5% interest in Meteor Office LLC ("Meteor Office") in exchange for 64,000 shares of Meteor Industries, Inc. common shares. Certain officers and employees of the Company have an equity interest in Meteor Office. Meteor Office is a 50% partner in a joint venture that purchased and operates an office/residential building in Denver, Colorado. The Company's corporate offices are located in the office/ residential building and are leased from the joint venture at terms that the Company believes are consistent with the market price for such facilities. The Company leases certain real estate from the preferred stockholder of a subsidiary. The leases were part of the negotiation for the purchase of the subsidiary in September 1993. For the years ended December 31, 1999, 1998 and 1997, rents paid were $61,000, $60,000 and $55,000, respectively. The Company in 1997, sold its products, at prices consistent with pricing to other customers, to other entities controlled by the preferred stockholder of a subsidiary. Similar sales in 1999 and 1998 were negligible. The Company leases a commercial office building and warehouse from a corporation controlled by a director of one of the Company's subsidiaries. During the years ended December 31, 1999, 1998 and 1997, lease payments amounted to $50,400, $50,400 and $21,000, respectively. The Company leases rolling stock from various related parties under capital lease agreements. The total obligation paid under these agreements for the years ended December 31, 1999, 1998 and 1997 was $62,000, $69,000 and $58,000, respectively. 10 The Company sells products to and purchases products from entities controlled by a director of one of the Company's subsidiaries. During the years ended December 31, 1999, 1998 and 1997, revenues reported amounted to $4,000, $66,000 and $227,000, respectively. During the years ended December 31, 1999, 1998 and 1997, purchases amounted to $7,000, $21,000 and $23,000, respectively. The Company has a consulting agreement with a director of one of the Company's subsidiaries. During the years ended December 31, 1999, 1998 and 1997, total fees paid were $3,500, $12,000 and $6,500, respectively. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) The following statements have previously been filed as part of this Report: Page(s) Report of Independent Accountants ................................ F-1 Consolidated Balance Sheets - December 31, 1999 and 1998 ......... F-2 Consolidated Statements of Operations - years ended December 31, 1999, 1998 and 1997.......................................... F-4 Consolidated Statement of Shareholders' Equity - years ended December 31, 1999, 1998 and 1997............................. F-5 Consolidated Statements of Cash Flows - years ended December 31, 1999, 1998 and 1997.......................................... F-6 Notes to Consolidated Financial Statements ....................... F-9 Financial Statement Schedule Report of Independent Accountants................................. S-1 Schedule 2 - Valuation and Qualifying Accounts.................... S-2 (b) Exhibit Number Description Location - ------- -------------------------- ------------------------------------ 3.1 Articles of Incorporation, Incorporated by reference to Exhibit as amended 2.1 to Registrant's Form 1-A Offering Statement (SEC File No. 24D-3802 SML) 3.2 Bylaws Incorporated by reference to Exhibit 2.2 to Registrant's Form 1-A Offering Statement (SEC File No. 24D-3802 SML) 10.1 Stock Option Plan Incorporated by reference to Exhibit 6.1 to Registrant's Form 1-A Offering Statement (SEC File No. 24D-3802 SML) 10.2 Stock Purchase Agreement Incorporated by reference to Exhibit among Registrant, Graves 6.2 to Registrant's Form 1-A Offer- Oil & Butane Co., Inc. and ing Statement (SEC File No. 24D-3802 Theron J. Graves dated June SML) 23,1993, Amendment dated August 23, 1993 and Closing Memorandum dated September 28, 1993 11 10.3 $2,350,000 Promissory Note Incorporated by reference to Exhibit payable to Theron J. Graves 6.3 to Registrant's Form 1-A Offering and Security Agreement Statement (SEC File No. 24D-3802 SML) 10.4 Notes Receivable ($550,000 Incorporated by reference to Exhibit and $100,000) from Theron 6.4 to Registrant's Form 1-A Offer- J. Graves ing Statement (SEC File No. 24D-3802 SML) 10.5 Registration Agreement Incorporated by reference to Exhibit regarding Subsidiary's 6.5 to Registrant's Form 1-A Offering Preferred Stock Statement (SEC File No. 24D-3802 SML) 10.6 Security Agreement regard- Incorporated by reference to Exhibit ing Subsidiary's Preferred 6.6 to Registrant's Form 1-A Offering Stock Statement (SEC File No. 24D-3802 SML) 10.7 Consulting Agreement with Incorporated by reference to Exhibit Theron J. Graves 6.7 to Registrant's Form 1-A Offering Statement (SEC File No. 24D-3802 SML) 10.8 Lease regarding corporate Incorporated by reference to Exhibit offices and storage yard 6.11 to Registrant's Form 1-A Offer- ing Statement (SEC File No. 24D-3802 SML) 10.9 Lease regarding Albuquerque Incorporated by reference to Exhibit warehouse 6.12 to Registrant's Form 1-A Offer- ing Statement (SEC File No. 24D-3802 SML) 10.10 Lease regarding East Main Incorporated by reference to Exhibit Properties 6.13 to Registrant's Form 1-A Offer- ing Statement (SEC File No. 24D-3802 SML) 10.11 Norwest Credit and Security Incorporated by reference to Exhibit Agreement 6.14 to Registrant's Form 1-A Offer- ing Statement (SEC File No. 24D-3802 SML) 10.12 $4,000,000 Note Payable to Incorporated by reference to Exhibit Norwest (partially drawn 6.15 to Registrant's Form 1-A Offer- upon) ing Statement (SEC File No. 24D-3802 SML) 10.13 Meteor Corporate Guarantee Incorporated by reference to Exhibit as regarding Norwest 6.16 to Registrant's Form 1-A Offer- ing Statement (SEC File No. 24D-3802 SML) 10.14 Employment Agreement with Incorporated by reference to Exhibit Edward J. Names 6.17 to Registrant's Form 1-A Offer- ing Statement (SEC File No. 24D-3802 SML) 10.15 Leases regarding Cortez Incorporated by reference to Exhibit truck stop 6.18 to Registrant's Form 1-A Offer- ing Statement (SEC File No. 24D-3802 SML) 12 10.16 Agreement between the Incorporated by reference to Exhibit Registrant and Hillger Oil 10.16 to Company's Registration Statement on form 10 (SEC File No. 0-27986) 10.17 Lease Agreement between Incorporated by reference to Exhibit Hillger Oil Co., Inc. and 10.17 to Company's Registration Hillco, Inc. Statement on Form 10 (SEC File No. 0-27968) 10.18 Credit and Security Agree- Incorporated by reference to Exhibit ment between Hillger Oil 10.18 to Company's Registration Co., Inc. and Norwest Statement on Form 10 (SEC File No. Business Credit, Inc. 0-27968) 10.19 Project Development and Incorporated by reference to Exhibit Shareholders' Agreement 10.19 to Company's Registration for Pakistan Power Project Statement on Form 10 (SEC File No. 0-27968) 10.20 Amended and Restated Share Incorporated by reference to Exhibit Exchange and Reorganization 10.20 to Company's Registration Agreement Statement on Form 10 (SEC File No. 0-27968) 10.21 Amendment to Employment Incorporated by reference to Exhibit Agreement with Edward J. 10.21 to Company's Registration Names Statement on Form 10 (SEC File No. 0-27968) 10.22 Amended and Restated Incorporated by reference to Exhibit Promissory Note from Saba 10.22 to Company's Registration Petroleum Company to Capco Statement on Form 10 (SEC File No. Resources, Inc. 0-27968) 10.23 1997 Incentive Plan Incorporated by reference to Exhibit 10.23 to Company's Form 10-K dated 12/31/96 (SEC File No. 0-27968) 10.24 Second Amended and Restated Incorporated by reference to Exhibit Agreement between Meteor 10.24 to Company's Form 10-K dated Industries, Inc., Capco 12/31/96 (SEC File No. 0-27968) Resources, Inc. and Saba Petroleum Company 10.25 Shareholder's Agreement Incorporated by reference to Exhibit among Cogen Technologies, 10.25 to Company's Form 10-K dated Saba Capital Company, LLC, 12/31/96 (SEC File No. 0-27968) Capco Resources, Inc., et al 10.26 Letter Agreement with Incorporated by reference to Exhibit Western Energy Resources 10.26 to Company's Form 10-K dated Limited 12/31/96 (SEC File No. 0-27968) 10.27 Letter Agreement between Incorporated by reference to Exhibit Meteor Industries, Inc. 10.27 to Company's Form 10-K dated and Capco Resources, Ltd. 12/31/96 (SEC File No. 0-27968) dated April 23, 1996 10.28 Meteor Corporate Guaranty Incorporated by reference to Exhibit with Norwest Business 10.28 to Company's Form 10-K dated Credit, Inc. 12/31/97 (SEC File No. 0-27968) 13 10.29 Revolving Note with Nor- Incorporated by reference to Exhibit west Business Credit, Inc. 10.29 to Company's Form 10-K dated 12/31/97 (SEC File No. 0-27968) 10.30 Credit and Security Incorporated by reference to Exhibit Agreement 10.30 to Company's Form 10-K dated 12/31/97 (SEC File No. 0-27968) 10.31 Agreement between Tri- Incorporated by reference to Form 8-K Valley Gas Co.; Share- dated May 29, 1998 (SEC File No. holders and Fleischli Oil 0-27968) Company, Inc. to Purchase Tri-Valley Gas Co. 10.32 Agreement between Capco Incorporated by reference to Form 8-K Capco Acquisub, Inc. and dated December 31, 1998 and Nevada Manhattan Mining (SEC File No. 0-27968) Incorporated to sell Capco shares of Meteor stock 10.33 Agreement between Capco Incorporated by reference to Form 8-K Acquisub, Inc. and Nevada dated January 11, 1999 Manhattan Mining Incor- (SEC File No. 0-27968) porated to change control in of the Corporation 10.34 Agreement with Capco Energy, Incorporated by reference to Form 8-K Inc., as amended dated February 9, 2000 (SEC File No. 0-27968) 10.35 Promissory Note from Capco Incorporated by reference to Form 8-K Energy, Inc. dated February 9, 2000 (SEC File No. 0-27968) 10.36 Pledge and Security Agreement Incorporated by reference to Form 8-K With Capco Energy, Inc. and dated February 9, 2000 (SEC File No. Capco Asset Management, Inc. 0-27968) 10.37 Product Sales Agreement Incorporated by reference to Form 8-K between Meteor Stores, Inc. dated February 9, 2000 (SEC File No. And Meteor Marketing, Inc. 0-27968) 21 Subsidiaries of the Previously filed Registrant 27.1 Financial Data Schedule for Previously filed fiscal year ending December 31, 1999 14 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed on its behalf by the undersigned thereunto duly authorized. METEOR INDUSTRIES, INC. Dated: May 1, 2000 By:/s/ Edward J. Names Edward J. Names, President Pursuant to the requirements of the Securities and Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dated indicated. Dated: May 1, 2000 By:/s/ Ilyas Chaudhary Ilyas Chaudhary, Director Dated: May 1, 2000 By:/s/ Edward J. Names Edward J. Names, President, Chief Executive Officer and Director Dated: May 1, 2000 By:/s/ Dennis R. Staal Dennis R. Staal, Director Dated: May 1, 2000 By:/s/ Irwin Kaufman Irwin Kaufman, Director Dated: May 1, 2000 By:/s/ Richard E. Dana Richard E. Dana, Director -----END PRIVACY-ENHANCED MESSAGE-----