-----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, JxnXGs4oVVJnpLSQarA3RNTRDF6fVdaBSDYZxF4v0/Wh1qTYo1omydApLIG1t8ot H3vjR/lu0JvcmvWei/HSrA== 0001047469-97-000021.txt : 19971008 0001047469-97-000021.hdr.sgml : 19971008 ACCESSION NUMBER: 0001047469-97-000021 CONFORMED SUBMISSION TYPE: 10KSB40/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19971007 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMTEC INC CENTRAL INDEX KEY: 0000912890 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 840873124 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10KSB40/A SEC ACT: SEC FILE NUMBER: 001-12475 FILM NUMBER: 97691767 BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVE STREET 2: 44TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123199160 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 44TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: AVIC GROUP INTERNATIONAL INC/ DATE OF NAME CHANGE: 19950323 FORMER COMPANY: FORMER CONFORMED NAME: YAAK RIVER MINES LTD DATE OF NAME CHANGE: 19931001 10KSB40/A 1 10KSB40/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB/A [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH 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 0-22520 AMTEC, INC. ----------- (Exact name of registrant as specified in its charter) Delaware 52-1989122 -------- ---------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 599 Lexington Avenue, 44th Floor, New York, New York 10022 ----------------------------------------------------------- (Address of principal executive offices, including zip code) 212-319-9160 ------------ (Registrant's telephone number, including area code) Securities registered under Section 12(b) of the Exchange Act: Title of Each Name of Each Exchange Class so Registered On Which Registered ------------------- ---------------------- Common Stock, $0.001 par value per share American Stock Exchange Securities registered under Section 12(g) of the Exchange Act: Check whether the registrant: (i) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (ii) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B 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-KSB or any amendment to this Form 10-KSB. [X] The issuer's revenues for the fiscal year ended March 31, 1997 were $0. The number of shares outstanding of the registrant's common stock as of July 8, 1997 was 31,312,065 shares. The aggregate market value of the common stock (18,229,756 shares) held by non-affiliates, based on the closing price ($3.125) of the common stock as of July 8, 1997 was approximately $57.0 million. Transitional Small Business Disclosure Format: Yes No X ----- ----- ITEM 10. EXECUTIVE COMPENSATION SUMMARY COMPENSATION The Following table sets forth certain information concerning compensation for the fiscal years ended March 31, 1997, 1996 and 1995 of certain of the Company's executive officers, including the Company's Chief Executive Officer and all executive officers whose total annual salary and bonus exceeded $100,000, for the fiscal year ended March 31, 1997 (the "Named Executive Officers"):
Long Term Compensation ------------------------- Annual Compensation Awards ----------------------------------------- ------------------------- Name and Other Annual Stock Options/ Principal Position Year Salary ($) Bonus ($) Compensation Awards ($) SARS (#) - ------------------ ---- ---------- --------- ------------ ---------- --------- Joseph R. Wright 1997 $256,250 0 (2)$30,000 $281,250 3,000,000 Chief Executive 1996 143,750 0 (2)$30,000 3,000,000 Officer(1) Xiao Jun Executive Vice 1997 123,958 0 0 President-AVIC 1996 57,990 0 400,000 China 1995 42,250 0 125,000 Michael J. Lim 1997 167,333 0 0 Executive 1996 79,615 0 1,000,000 Vice President - Operations(3)
_________________ (1) Mr. Wright has served as the Company's Chief Executive Officer since March 14, 1996. He joined the Company as the Chairman of the Board of Directors on May 1, 1995. (2) During fiscal 1996 and 1997, the Company paid approximately $30,000 per year on behalf of Mr. Wright for certain personal tax and accounting services rendered by third parties for Mr. Wright. (3) Mr. Lim joined the Company as the Executive Vice President - Operations on November 7, 1995 and served as the Company's Chief Financial Officer from May 1996 through June 15, 1997. OPTION AND SAR GRANTS DURING LAST FISCAL YEAR The following table sets forth certain information regarding grants of options to the Named Executive Officers during the fiscal year ended March 31, 1997:
Number of % of Total Securities Options Underlying Granted to Exercise Options Employees Price Expiration Name Granted (#) in Fiscal Year ($/Share) Date - ---- ------------ -------------- --------- ---------- Joseph R. Wright 3,000,000(1) 85.6% $3.00 9/5/06
_________________ (1) This grant was made in September 1996. One half of the total number of options granted became exercisable on April 15, 1997 and the other half is exercisable on April 15, 1998. 2 OPTIONS EXERCISED IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES The following table sets forth certain information regarding option exercises by the Named Executive Officers during the fiscal year 1997 and options held by such Named Executive Officers on March 31, 1997:
Number of Securities Value of Unexercised Underlying Unexercised In-the-Money Options Shares Options at Fiscal Year End at Fiscal Year End(1) Acquired on Value ----------------------------- ------------------------------ Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable - ---- ----------- -------- ----------- ------------- ----------- ------------- Joseph R. Wright 4,500,000 1,500,000 $10,800,000 3,600,000 Xiao Jun 10,000 $78,950 415,000 100,000 995,425 240,000 Michael J. Lim 750,000 250,000 1,800,000 600,000
________________ (1) Based on a per share price of $2.750, the closing price of the Common Stock as reported on the American Stock Exchange, minus the exercise price of the option, multiplied by the number of shares underlying the Option. EMPLOYMENT AGREEMENTS The Company has entered into employment agreements with six of its executive officers, Messrs. Joseph R. Wright, Jr., Richard T. McNamar, Albert G. Pastino, James F. O'Brien, Xiao Jun and Michael J. Lim. The Company entered into a five year employment agreement dated as of April 15, 1995, and as amended on November 21, 1995 and September 6, 1996, with Joseph R. Wright, Jr., pursuant to which Mr. Wright agreed to serve as the Company's Chairman of the Board of Directors, Chief Executive Officer and President and to operate out of the Company's executive offices located in New York, New York. The employment agreement initially provided for an annual base salary of $50,000 during the year commencing April 15, 1995 and $300,000 during the year thereafter. The September 6, 1996 amendment to the employment agreement provides for the issuance of shares of Common Stock in lieu of cash compensation as payment for the salary that Mr. Wright had accrued from June 1995 through October 15, 1996, at $1.50 per share, the market price of the Common Stock on October 15, 1996. Further, the amendment offers Mr. Wright an automatic extension of his contract of one year on each April 14, unless the Board of Directors notifies Mr. Wright 90 days prior to such date that such extension will not be made. The Board of Directors also approved revising his salary for the first year commencing on April 15, 1995 to $150,000, revising his salary for the second year to $300,000, and increasing his salary in each year thereafter by $100,000. The Board of Directors of the Company also approved the issuance of an additional three million options to Mr. Wright on September 6, 1996. These options have an exercise price of $3.00 per share, the fair market value on the date of grant, and vest with respect to fifty percent of said options on each April 15, 1997 and April 15, 1998. In September 1996 the Company approved the issuance of 187,500 shares of the Company's Common Stock to Mr. Wright, paid in lieu of a portion of cash compensation Mr. Wright had been accruing from June 1995 through October 15, 1996. The amount of salary accrued through October 15, 1996 was $281,250. The Common Stock was issued at $1.50 per share, the fair market value of such shares at the time of the grant. Pursuant to the employment agreement, Mr. Wright was granted an option to acquire 3,000,000 shares of Common Stock at an exercise price of $0.35 per share, and an additional 3,000,000 options at an exercise price of $3.00 per share were granted on September 6, 1996. The option has vested with respect to the 3,000,000 shares which have an exercise price of $0.35 per share, and with respect to 1,500,000 shares which have an exercise price of $3.00 per share. The balance of the option with respect to 1,500,000 3 shares which have an exercise price of $3.00 per share will vest on April 15, 1998. The options issued to Mr. Wright have been issued pursuant to the Company's 1996 Stock Option Plan and were based on the market value of the Common Stock on the date of grant. On September 3, 1996, the Company entered into a one-year verbal employment agreement with Richard T. McNamar pursuant to which Mr. McNamar will serve as Vice Chairman of the Company. He received 25,000 shares of the Company's Common Stock upon commencing employment. Initially, Mr. McNamar was part time, and was to receive a contingent success fee for financings he introduced or arranged for the Company. On October 3, 1996 Mr. McNamar became a full time employee and waived his rights to any success fees. In his full time capacity, Mr. McNamar is paid $100,000 annual base salary. Mr. McNamar was issued an option to purchase 250,000 shares of the Company's Common Stock at an exercise price of $1.50 per share, the fair market value at the time, on September 3, 1996. He received an additional option for 250,000 shares at an exercise price of $1.50 per share, the fair market value of the Common Stock at the time, when he became a full time employee on October 3, 1996. The Company and Mr. McNamar are discussing signing an employment agreement during the current fiscal year. On June 16, 1997, the Company entered into two year employment agreements with each of Albert G. Pastino and James F. O'Brien, which agreements are subject to ratification by the Board of Directors of the Company. Mr. Pastino will serve as a Senior Vice President and Chief Financial Officer of the Company and will receive an annual base salary of $100,000 plus performance bonus for the first year and stock options to acquire 400,000 shares of Common Stock at an exercise price of $3.00 per share, a discount to market price of $0.3125 per share at the time. Mr. O'Brien will serve as a Senior Vice President and General Counsel of the Company and will receive an annual base salary of $100,000 plus performance bonus for the first year and stock options to acquire 400,000 shares of Common Stock at an exercise price of $3.00 per share, a discount to market price of $0.3125 per share at the time. The Company entered into a two year employment agreement, effective as of November 6, 1995, with Michael J. Lim, pursuant to which he serves as the Company's Executive Vice President - Operations at an annual base salary of $200,000. Mr. Lim also acted as the Company's Chief Financial Officer from May 1996 through June 15, 1997. The Company entered into a two year employment agreement, effective as of January 1, 1996, with Xiao Jun, pursuant to which he serves as the Company's Executive Vice President - AVIC China, at an annual base salary of $175,000. In connection with these employment agreements, the Company has agreed to issue, to Messrs. Lim and Xiao, options to purchase up to 1,000,000 and 400,000 shares, respectively, of the Company's Common Stock, with an exercise price of $0.35 per share. The options have been granted pursuant to the Company's 1996 Stock Option Plan. The options vest at the rate of twenty-five percent (25%) of the aggregate number of options so granted at the end of each six (6) month period following the date of each respective employment agreement. The options granted to Messrs. Lim and Xiao expire on November 6, 2005 and December 31, 2005, respectively, and were based on the market value of the Common Stock on the date of grant. The Company has also granted Mr. Xiao a five year option to acquire 125,000 shares of the Company's Common Stock at an exercise price of $0.3555 per share pursuant to the Company's 1995 Stock Option Plan, all of which options vested as of February 8, 1995. See "Stock Option Plans." CONSULTANTS The Company has entered into a consulting agreement with David Rubenstein pursuant to which Mr. Rubenstein will provide to the Company advise on marketing strategies and joint venture structures in the 4 PRC. Mr. Rubenstein was granted warrants to purchase 200,000 shares of Common Stock of the Company at an exercise price of $1.50 per share, the market value of the Common Stock on the date of the grant. STOCK OPTION PLANS As of February 8, 1995, the Company's Board of Directors and stockholders approved the Company's 1995 Stock Option Plan (the "1995 Stock Option Plan") in connection with the closing of the transactions contemplated by the Reorganization Agreement. The Company has reserved up to 500,000 shares of Common Stock for issuance under the 1995 Stock Option Plan. As of July 8, 1997, 185,000 shares had been issued upon the exercise of stock options under the 1995 Stock Option Plan and stock options to purchase an aggregate of 115,000 shares were outstanding under the 1995 Stock Option Plan at exercise prices ranging from $0.15 to $5.00 per share. As of such date, all such stock options were exercisable. The 1996 Stock Option Plan (the "1996 Stock Option Plan") was adopted by the Board of Directors on March 14, 1996 and by the Company's stockholders on May 7, 1996. The Company has reserved for issuance thereunder an aggregate of 12,000,000 shares of Common Stock. As of July 8, 1997, stock options to purchase an aggregate of 8,835,000 shares were outstanding under the 1996 Stock Option Plan at exercise prices ranging from $0.35 to $3.00 per share, of which options to purchase 5,913,000 shares of Common Stock were exercisable. The Board of Directors has approved a provision in the 1996 Stock Option Plan which places a 6,000,000 share limit on the number of options that may be granted under the 1996 Stock Option Plan to an employee in the fiscal year ended March 31, 1996, and a 1,500,000 share limit in each fiscal year thereafter. A description of each of the Company's Stock Option Plans is set forth below. The description is intended to be a summary of the material provisions of the Company's Stock Option Plan and does not purport to be complete. ADMINISTRATION OF AND ELIGIBILITY UNDER STOCK OPTION PLANS. Each of the Stock Option Plans, as adopted, provides for the issuance of options to purchase shares of Common Stock to officers, directors, employees, independent contractors and consultants of the Company and its subsidiaries. The Stock Option Plans authorize the issuance of incentive stock options ("ISOs"), and non-qualified stock options ("NSOs") and stock appreciation rights ("SARs") to be granted by a committee (the "Committee") to be established by the Board of Directors to administer the Stock Option Plans. Subject to the terms and conditions of the Stock Option Plans, the Committee will have the sole authority to determine: (a) the persons ("optionees") to whom options to purchase shares of Common Stock and SARs will be granted, (b) the number of options and SARs to be granted to each such optionee, (c) the price to be paid for each share of Common Stock upon the exercise of such option, (d) the period within which each option and SAR will be exercised and any extensions thereof, and (e) the terms and conditions of each such stock option agreement and SAR agreement which may be entered into between the Company and any such optionee. All officers, directors and employees of the Company and its subsidiaries and certain consultants and other persons providing significant services to the Company and its subsidiaries will be eligible to receive grants of options and SARs under the Stock Option Plans. However, only employees of the Company and its subsidiaries are eligible to be granted ISOs. STOCK OPTION AGREEMENTS. All options granted under the Stock Option Plans will be evidenced by an option agreement or SAR agreement between the Company and the optionee receiving such option or SAR. Provisions of such agreements entered into under the Stock Option Plans need not be identical and may include any term or condition which is not inconsistent with the respective Stock Option Plan and which the Committee deems appropriate for inclusion. 5 INCENTIVE STOCK OPTIONS. Except for ISOs granted to stockholders possessing more than ten percent (10%) of the total combined voting power of all classes of the securities of the Company or its subsidiaries to whom such ownership is attributed on the date of grant ("Ten Percent Stockholders"), the exercise price of each ISO must be at least 100% of the fair market value of the Company's Common Stock as determined on the date of grant. ISOs granted to Ten Percent Shareholders must be at an exercise price of not less than 110% of such fair market value. Each ISO must be exercised, if at all, within ten (10) years from the date of grant, but, within five (5) years of the date of grant in the case of ISOs granted to Ten Percent Stockholders. An optionee of an ISO may not exercise an ISO granted under the Stock Option Plans so long as such person holds a previously granted and unexercised ISO. The aggregate fair market value (determined as of time of the grant of the ISO) of the Common Stock with respect to which the ISOs are exercisable for the first time by the optionee during any calendar year shall not exceed $100,000. NON-QUALIFIED STOCK OPTIONS. The exercise price of each NSO will be determined by the Committee on the date of grant. However, the exercise price for the NSOs under the 1995 Stock Option Plan will in no event be less than 85% of the fair market value of the Common Stock on the date the option is granted, or not less than 110% of the fair market value of the Common Stock on the date such option is granted in the case of an option granted to a Ten Percent Stockholder. No such restriction exists with respect to the exercise prices of NSOs granted under the 1996 Stock Option Plan. The exercise price for each NSO will be determined by the Committee at the time such option is granted, but in no event will such exercise period exceed ten (10) years from the date of the grant. STOCK APPRECIATION RIGHTS. Each SAR granted under the Stock Option Plans will entitle the holder thereof, upon exercise of the SAR, to receive from the Company, in exchange therefor, an amount equal in value to the excess of the fair market value on the date of exercise of one share of Common Stock over its fair market value on the date of grant (or in the case of an SAR granted in connection with an option, the excess of the fair market of one share of Common Stock at the time of exercise over the option exercise price per share under the option to which the SAR relates), multiplied by the number of shares of Common Stock covered by the SAR or the option, or portion thereof, that is surrendered. SARs will be exercisable only at the time or times established by the Committee. If an SAR is granted in connection with an option, the SAR will be exercisable only to the extent and on the same conditions that the related option could be exercised. The Committee may withdraw any SAR granted under the Stock Option Plans at any time and may impose any conditions upon the exercise of an SAR or adopt rules and regulations from time to time affecting the rights of holders of SARs. As of the date of this Report, no SARs have been granted pursuant to the Stock Option Plans. TERMINATION OF OPTION AND TRANSFERABILITY. In general, any unexpired options or SARs granted under the Stock Option Plans will terminate: (a) in the event of death or disability, pursuant to the terms of the option agreement or SAR agreement, but not less than six (6) months or more than twelve (12) months after the applicable date of such event, (b) in the event of retirement, pursuant to the terms of the option agreement or SAR agreement, but no less than thirty (30) days or more than three (3) months after such retirement date, or (c) in the event of termination of such person other than for death, disability or retirement, until thirty (30) days after the date of such termination. However, the Committee may in its sole discretion accelerate the exercisability of any or all options or SARs upon termination of employment or cessation of services. 6 The options and SARs granted under the Stock Option Plans generally will be non-transferable, except by will or the laws of descent and distribution. ADJUSTMENTS RESULTING FROM CHANGES IN CAPITALIZATION. The number of shares of Common Stock reserved under the Stock Option Plans and the number and price of Common Stock covered by each outstanding option or SAR under the Stock Option Plans will be proportionately adjusted by the Committee for any increase or decrease in the number of issued and outstanding shares of Common Stock resulting form any stock dividends, split-ups. Consolidations, recapitalizations, reorganizations or like event. AMENDMENT OR DISCONTINUANCE OF STOCK OPTION PLAN. The Board of Directors has the right to amend, suspend or terminate the Stock Option Plans at any time. Unless sooner terminated by the Board of Directors, the 1995 Stock Option Plan and the 1996 Stock Option Plan will terminate on February 8, 2005 and May 7, 2006, respectively, the tenth anniversary date of the effectiveness of each such Stock Option Plan. COMPENSATION OF DIRECTORS. The Company does not currently compensate its Directors for services provided as Directors of the Company. Except for Ju Feng and William H. Davidson who each received 5,000 shares of Common Stock for a value totaling $90,000 (based on market value) in April 1996, no compensation was paid to non-employee Directors for services performed as Directors of the Company during the fiscal year ended March 31, 1997. DIRECTORS AND OFFICERS LIABILITY INSURANCE. The Company has obtained directors' and officers' liability insurance with an aggregate liability for the policy year, inclusive of costs of defense, in the amount of $3,000,000. The insurance policy ending April 3, 1997, was renewed April 1, 1997 and will expire April 3, 1998. INDEMNIFICATION OF OFFICERS AND DIRECTORS. The Company's Certificate of Incorporation and Bylaws designate the relative duties and responsibilities of the Company's officers, establish procedures for actions by directors and stockholders and other items. The Company's Certificate of Incorporation and Bylaws also contain extensive indemnification provisions that will permit the Company to indemnify its officers and directors to the maximum extent provided by Delaware law. In addition, the Company has adopted a form of indemnification agreement (the "Indemnification Agreement") which provides the indemnitee with the maximum indemnification allowed under applicable law. The Company has not entered into Indemnification Agreements with any of its directors, executives, employees or consultants as of the date of this Report. Since the Delaware statute is non-exclusive, it is possible that certain claims beyond the scope of the statute may be indemnifiable. The Indemnification Agreements provide a scheme of indemnification which may be broader than that specifically provided by Delaware law. It has not yet been determined, however, to what extent the indemnification expressly permitted by Delaware law may be expanded, and therefore the scope of indemnification provided by the Indemnification Agreements may be subject to future judicial interpretation. The Indemnification Agreement provides, in pertinent part, that the Company shall indemnify an indemnitee who is or was a party or is threatened, pending or completed action or proceeding whether civil, criminal, administrative or investigative by reason of the fact that the indemnitee is or was a director, officer, key employee or agent of the Company or any subsidiary of the Company. The Company shall advance all expenses, judgments, fines, penalties and amounts paid in settlement (including taxes imposed on indemnitee on account of receipt of such payouts) incurred by the indemnitee in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding as described above. The indemnitee shall repay such amounts advanced only if it shall be ultimately determined that he or she is not entitled to be indemnified by the Company. The advances paid to the indemnitee by the Company shall be delivered within 20 days following a written request by the indemnitee. Any award of indemnification to 7 an indemnitee, if not covered by insurance, would come directly from assets of the Company, thereby affecting a stockholder's investment. TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL AGREEMENTS. Except as set forth in employment agreements of certain employees of the Company and its subsidiaries, the Company has no compensatory plans or arrangements which relate to the resignation, retirement or any other termination of an executive officer or key employee with the Company or a change in control of the Company or a change in such executive officer's or key employee's responsibilities following a change in control. 8 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to the Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized. AMTEC, INC. By /s/ JOSEPH R. WRIGHT, JR. ------------------------- Joseph R. Wright, Jr. CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER AND PRESIDENT Date: October 7, 1997 9 -----END PRIVACY-ENHANCED MESSAGE-----