-----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, QIHTML5anulf3j/9kyCnzhyi/ccVWsPuE1sQI7SCXX0MI4Lb30ktLBAI5BFgGEVp OX6E+yjSRTXIq38NURC3YA== 0000950144-00-005719.txt : 20000502 0000950144-00-005719.hdr.sgml : 20000502 ACCESSION NUMBER: 0000950144-00-005719 CONFORMED SUBMISSION TYPE: 10KSB/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANSUR INDUSTRIES INC CENTRAL INDEX KEY: 0000934851 STANDARD INDUSTRIAL CLASSIFICATION: MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT [3590] IRS NUMBER: 650226813 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10KSB/A SEC ACT: SEC FILE NUMBER: 000-21325 FILM NUMBER: 615967 BUSINESS ADDRESS: STREET 1: 8305 NW 27TH STREET STREET 2: SUITE 107 CITY: MIAMI STATE: FL ZIP: 33122 BUSINESS PHONE: 3055938015 MAIL ADDRESS: STREET 1: 8305 NW 27TH STREET STREET 2: SUITE 107 CITY: MIAMI STATE: FL ZIP: 33122 10KSB/A 1 MANSUR INDUSTRIES, INC. 1 =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- FORM 10-KSB/A [ ] FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 [X] 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 December 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ----------------------------- Commission file number: 0-21325 MANSUR INDUSTRIES INC. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Florida 65-0226813 --------------------------------- ------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 8305 N.W. 27TH STREET, SUITE 107, MIAMI, FLORIDA 33122 - ------------------------------------------------------------------------------- (Address of principal executive offices) Registrant's telephone number: (305) 593-8015 ----------------------------- SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Name of each exchange Title of each class on which registered ------------------- ------------------- None SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Common Stock, $.001 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 Exchange 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. [X] As of April 28, 2000, the aggregate market value of the voting stock of the registrant held by non-affiliates of the Registrant was $12,901,214, based on a closing price of $4.875 for the Common Stock, par value $.001 per share (the "Common Stock"), as reported on NASDAQ on such date. As of April 28, 2000, the number of outstanding shares of Common Stock of the registrant was 4,742,923. =============================================================================== 2 PART III ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The directors and executive officers of the Company are as follows:
NAME AGE POSITION ---- --- -------- Pierre G. Mansur............................. 48 Chairman of the Board, President and Director Paul I. Mansur............................... 49 Chief Executive Officer and Director Richard P. Smith............................. 42 Vice President of Finance and Chief Financial Officer Dr. Jan Hedberg.............................. 52 Director Joseph E. Jack............................... 72 Director Ronald J. Korn............................... 59 Director
PIERRE G. MANSUR founded the Company and has served as its Chairman and President since its inception in November 1990. From June 1973 to August 1990, Mr. Mansur served as President of Mansur Industries Inc., a privately held New York corporation that operated a professional race engine machine shop. Mr. Mansur has over twenty years of advanced automotive and machinery operations experience including developing innovative automotive machine shop applications; designing, manufacturing, customizing, modifying and retooling high performance engines and component parts; developing state of the art automotive and powerboat race engines which have consistently achieved world championship status; and providing consulting services and publishing articles with respect to automotive technical research data. Mr. Mansur has conducted extensive research and development projects for several companies, including testing and evaluating engine parts and equipment for Direct Connection, a high performance racing division of the Chrysler Corporation; researching and developing specialized engine piston rings and codings for Seal Power Corporation; researching high-tech plastic polymers for internal combustion engines for ICI Americas; and designing and developing specialized high performance engine oil pan applications. Pierre Mansur is the brother of Paul I. Mansur. Pierre Mansur is a graduate of the City University of New York. PAUL I. MANSUR has been Chief Executive Officer and a Director of the Company since September 1993. From September 1986 to July 1993, Mr. Mansur served as Chief Executive Officer of Atlantic Entertainment Inc., a privately held regional retail chain of video superstores. From March 1981 to September 1986, Mr. Mansur served as the Chief Executive Officer and President of Ameritrade Corporation, a privately held international distributor of factory direct duty free products. From June 1972 to March 1981, Mr. Mansur held various finance and operation positions, including Assistant Vice President Finance and Operations for Mott's USA, Inc., a division of American Brands. Paul Mansur is the brother of Pierre G. Mansur. Paul Mansur is a graduate of the City University of New York. RICHARD P. SMITH has been the Chief Financial Officer of the Company since September 1, 1996. From April 1987 to August 1996, Mr. Smith held various positions, including Vice President, Chief Financial Officer, Treasurer, Secretary, Director of Business Planning, and Controller of the European Operations of Telematics International, Inc., a manufacturer and supplier of intelligent networking technologies and products. From August 1983 to April 1987, Mr. Smith served as Manager of Internal Controls and Cost Analysis for 2 3 Motorola, Inc., a worldwide manufacturer of a diverse line of electronic equipment and components, including communications systems, semiconductors, electronic controls and computer systems. From January 1980 to March 1981, Mr. Smith worked as an accountant for Arthur Young and Co. C.P.A. Mr. Smith is a graduate of Illinois Wesleyan University and holds a Masters of Business Administration degree from the University of Illinois and a Masters of Finance degree from Cambridge University. DR. JAN HEDBERG has been a Director of the Company since August 1995. From October 1987 to March 1993, Dr. Hedberg served as the Chairman and Chief Executive Officer of Enprotec International Group, N.V., a company he co-founded which is in the business of researching and developing advanced waste oil recycling technologies. Since March 1993, Dr. Hedberg has been the Chairman of the Board and Chief Executive Officer of Enprotec (USA) Inc., a wholly owned subsidiary of Enprotec International Group, N.V., which manufactures, designs and assembles oil re-refining plants. Dr. Hedberg was the co-recipient of the 1991 International Technology Award for Enterprising Innovation and Creativity for the development of the Vaxon Re-refining Process, which is a proprietary process that transforms used oil into useable oil products. Dr. Hedberg has over 15 years of experience in oil related and environmental companies and 12 years of research and teaching experience, including executive management and advisory positions, with several multinational organizations. Dr. Hedberg received his Doctor of Philosophy (Ph.D.) in Geotechnical Engineering from the Massachusetts Institute of Technology, Cambridge, Massachusetts in 1977. JOSEPH E. JACK has been a Director of the Company since August 1995. From May 1989 to June 1991, Mr. Jack served as Vice President of Waste Management Europe, a waste collection and recycling company that is a publicly traded company on the London Stock Exchange and a controlled subsidiary of WMX Technologies, a publicly traded New York Stock Exchange company. From May 1978 to June 1991, Mr. Jack has served in various executive capacities with several subsidiaries and/or affiliates of Waste Management, Inc. Mr. Jack has been an active investor in companies since he retired in June 1991. RONALD J. KORN has been a Director of the Company since June 1998. Since July 1991, Mr. Korn has served as President of Ronald Korn Consulting, a business consulting firm, and as Chairman of the Board of Carole Korn Interiors, Inc., an interior design firm. From 1961 to 1991, Mr. Korn was a partner with the certified public accounting firm of KPMG Peat Marwick, including six years in which Mr. Korn served as Managing Partner of KPMG Peat Marwick's Miami, Florida office. Since October 1991, Mr. Korn has served as a director and Chairman of the Compensation and Audit Committee of the Board of Directors of Engle Homes, Inc., a company whose common stock is traded on the National Market of the Nasdaq Stock Market. Since 1996, Mr. Korn has served as a director of Magicworks Entertainment Incorporated, a public company whose common stock is traded on the American Stock Exchange. From December 1995 to December, 1997, Mr. Korn served as a director of Vacation Break U.S.A., Inc., a company whose common stock was traded on the National Market of the Nasdaq Stock Market. COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS During 1999, the Board of Directors held four meetings. Each Director attended more than 75% of the total number of meetings of the Board of Directors and committees on which he served. The Board of Directors has a standing Audit Committee and Compensation Committee. We do not have a nominating or similar committee. Our Board of Directors performs the functions of a nominating or similar committee. During 1999, the Audit Committee consisted of Dr. Hedberg and Messrs. Korn and Jack. The Audit Committee held two meetings during 1999. The duties and responsibilities of the Audit Committee include (a) recommending to the Board the appointment of our auditors and any termination of engagement, (b) reviewing the plan and scope of audits, (c) reviewing our significant accounting policies and internal controls and (d) having general responsibility for all related auditing matters. 3 4 During 1999, the Compensation Committee consisted of Dr. Hedberg and Messers. Korn and Pierre Mansur. The Compensation Committee reviews and approves the compensation of our executive officers and administers our stock option plan. ADDITIONAL INFORMATION CONCERNING DIRECTORS No Director of the Company receives any fee for attendance at meetings of the Board of Directors or committees thereof, although members of the Board of Directors do receive reimbursement for actual travel-related expenses incurred in connection with their attendance at meetings of the Board of Directors. Directors of the Company who are also employees of the Company do not receive additional compensation for their services as Directors. Directors are eligible to receive options under the Company's Incentive Plan. The Incentive Plan provides for an automatic grant of an option to purchase 3,500 shares of the Company's Common Stock, par value $.001 per share (the "Common Stock"), upon a person's election as a non-employee Director of the Company, as well as an automatic annual grant of an option to purchase 3,500 shares of Common Stock on the day the Company issues its earnings release for the prior fiscal year. COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's directors and executive officers, and persons who own more than ten percent of the Company's outstanding Common Stock, to file with the Securities and Exchange Commission (the "SEC") initial reports of ownership and reports of changes in ownership of Common Stock. Such persons are required by SEC regulation to furnish the Company with copies of all such reports they file. To the Company's knowledge, based solely on a review of the copies of such reports furnished to the Company and written or oral representations that no other reports were required for such persons, all Section 16(a) filing requirements applicable to its officers, directors and greater than ten percent (10%) beneficial owners have been complied with. 4 5 ITEM 10. EXECUTIVE COMPENSATION The following table sets forth, for the years ended December 31, 1999, 1998 and 1997, the aggregate compensation awarded to, earned by or paid to Pierre G. Mansur, our Chairman and President, Paul I. Mansur, our Chief Executive Officer, and Richard P. Smith, our Chief Financial Officer (collectively known as the "named executive officers"). None of our other officers earned compensation in excess of $100,000 during 1999. We did not grant any restricted stock awards or stock appreciation rights or make any long-term incentive plan payouts during these three fiscal years.
LONG TERM ANNUAL COMPENSATION COMPENSATION ------------------------------------------------------- ---------------- SECURITIES NAME AND OTHER ANNUAL UNDERLYING PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS/SARS ------------------ ---- ------ ----- ------------ ------------ Pierre G. Mansur............ 1999 $ 150,000 $ 150,000 $ 8,040(1) 22,115 Chairman and President 1998 $ 130,000 -- $ 8,040(1) 9,231 1997 $ 120,000 -- $ 6,605(1) 41,460 Paul I. Mansur.............. 1999 $ 150,000 -- $ 5,099(1) 22,115 Chief Executive Officer 1998 $ 130,000 -- $ 5,099(1) 9,231 1997 $ 120,000 -- $ 5,099(1) 30,438 Richard P. Smith............ 1999 $ 125,000 -- $ 4,800(1) 13,568 Vice President and Chief 1998 $ 115,000 -- $ 4,800(1) 5,641 Financial Officer 1997 $ 110,000 -- $ 4,800(1) --
- ----------------------- (1) Automobile allowance paid by the Company. EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS We had entered into a two year employment agreement with Pierre Mansur, our Chairman of the Board and President, which agreement terminated in September 1999. Pursuant to the terms of the employment agreement, during the three years following the termination of his employment, Mr. Mansur is prohibited from disclosing any confidential information, including without limitation, information regarding our patents, research and development, manufacturing process or knowledge or information with respect to our confidential trade secrets. In addition, Mr. Mansur is prohibited from, directly or indirectly, engaging in any business in substantial competition with us or any of our affiliates and from becoming an officer, director or employee of any corporation, partnership or any other business in substantial competition with us or any of our affiliates for three years following such termination. We also entered into a two year employment agreement with Paul Mansur, the Company's Chief Executive Officer, which agreement terminated in September 1999. As with Mr. Pierre Mansur's employment agreement, for a period of three years following his termination of employment, Mr. Paul Mansur is prohibited from disclosing any confidential information, including without limitation, information regarding our patents, research and development, manufacturing process or knowledge or information with respect to our confidential trade secrets. The employment agreement also provides that Mr. Mansur is prohibited from, directly or indirectly, engaging in any business in substantial competition with us or any of our affiliates and from becoming an officer, director or employee of any corporation, partnership or any other business in substantial competition with us or any of our affiliates during the three years following such termination. 5 6 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION Pierre G. Mansur, our Chairman of the Board and President, participated in deliberations of the Compensation Committee of our Board of Directors concerning executive compensation during 1999. Mr. Mansur was compensated in accordance with his employment agreement, which agreement was approved by our Board of Directors. INCENTIVE PLAN The Company adopted the Incentive Plan in September 1996 in connection with its initial public offering of Common Stock (the "IPO"). The Incentive Plan provides for grants of stock options, stock appreciation rights ("SARs"), restricted stock, deferred stock, other stock-related awards and performance or annual incentive awards that may be settled in cash, stock or other property (collectively, the "Awards"). A total of 375,000 shares of Common Stock have been reserved for the grant of Awards under the Incentive Plan. The purpose of the Incentive Plan is to advance the interests of the Company by providing additional incentive in attracting, motivating and retaining qualified executives and other employees, officers, directors and independent contractors (collectively, the "Participants") by enabling Participants to acquire or increase a proprietary interest in the Company in order to strengthen the mutuality of interests between Participants and the Company's shareholders, and providing Participants with annual and long term performance incentives to expend their maximum efforts in the creation of shareholder value. The persons eligible to receive Awards under the Incentive Plan are the officers, directors, employees and independent contractors of the Company and any subsidiary. No director of the Company who is not an employee of the Company or any subsidiary (a "non-employee director") is eligible to receive any Awards under the Incentive Plan other than automatic formula grants of stock options and restricted stock as described below, and no independent contractor will be eligible to receive any Awards other than stock options. The Incentive Plan is required to be administered by a committee designated by the Board of Directors consisting of not less than two directors (the "Committee"), each member of which must be a "disinterested person," as defined under Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and an "outside director" for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"). The Compensation Committee of the Board has been appointed as the Committee for the purpose of administering the Incentive Plan. Subject to the terms of the Incentive Plan, the Committee is authorized to select eligible persons to receive Awards, determine the type of and number of Awards to be granted and the number of shares of Common Stock to which Awards will relate, specify times at which Awards will be exercisable or settleable (including performance conditions that may be required as a condition thereof), set other terms and conditions of Awards, prescribe forms of Award agreements, interpret and specify rules and regulations relating to the Incentive Plan, and make any other determinations that may be necessary or advisable for the administration of the Incentive Plan. In addition, the Incentive Plan imposes individual limitations on the amount of certain Awards in part to comply with Code Section 162(m). Under these limitations, during any fiscal year the number of options, SARS, restricted shares of Common Stock, deferred shares of Common Stock, shares as a bonus or in lieu of other Company obligations, and other stock-based Awards granted to any one participant may not exceed 250,000 for each type of such Award, subject to adjustment in certain circumstances. The maximum amount that may be paid out as a final annual incentive Award or other cash Award in any fiscal year to any one participant is $1,000,000, and the maximum amount that may be earned as a final performance Award or other cash Award in respect of a performance period by any one participant is $5,000,000. The Incentive Plan provides that each non-employee director shall receive (i) on the date of his or her appointment as a director of the Company, an automatic grant of an option to purchase 3,500 shares of Common Stock, and (ii) each year, on the day the Company issues its earnings release for the prior fiscal year, an automatic grant of an option to purchase 3,500 shares of Common Stock. Such options will have a term of 7 years and become exercisable at the rate of 33-1/3 per year commencing on the first anniversary of the date of grant; provided, however, that the options become fully exercisable in the event that, while serving as a director of the Company, the non-employee director 6 7 dies, or suffers a "disability," or "retires" (within the meaning of such terms as defined in the Incentive Plan). The per share exercise price of all options granted to non-employee directors will be equal to the fair market value of a share of Common Stock on the date such option is granted. OPTION/SAR GRANTS IN LAST FISCAL YEAR The table below sets forth the following information with respect to options granted to the named executive officers during 1999 and the potential realizable value of such option grants: o the number of shares of common stock underlying options granted during the year; o the percentage that such options represent of all options granted to employees during the year; o the exercise price; and o the expiration date.
INDIVIDUAL GRANTS --------------------------------------------------------------------- PERCENT OF NUMBER OF TOTAL SECURITIES OPTIONS/SARS UNDERLYING GRANTED TO OPTIONS/SARS EMPLOYEES IN EXERCISE EXPIRATION NAME GRANTED FISCAL YEAR PRICE ($/SH) DATE - ------------------------------------ ------------- ------------- ------------ ------------ Pierre G. Mansur................ 22,115 10.5% $8.8125 3/1/06 Chairman of the Board and President Paul I. Mansur.................. 22,115 10.5% $8.8125 3/1/06 Chief Executive Officer Richard P. Smith................ 13,568 6.4% $8.8125 3/1/06 Vice President and Chief Financial Officer
AGGREGATED FISCAL YEAR-END OPTION VALUE TABLE The following table sets forth certain information concerning unexercised stock options held by our named executive officers as of December 31, 1999. No stock options were exercised by the named executive officers during 1999. No stock appreciation rights have been granted or are outstanding.
NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS AT FY-END VALUE OF UNEXERCISED IN THE SHARES DECEMBER 31, 1999(#) MONEY OPTIONS AT FY-END(1) ACQUIRED ON VALUE ----------------------------- ------------------------------ NAME EXERCISE(#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE - ---- ----------- -------- ----------- ------------- ----------- ------------- Pierre G. Mansur........ 0 $ 0 44,537 28,269 (2) (2) Paul I. Mansur.......... 0 $ 0 33,515 28,269 (2) (2) Richard P. Smith........ 0 $ 0 11,880 17,329 (2) (2)
- ---------------- (1) The closing price of the common stock as reported on the Nasdaq SmallCap Market on December 31, 1999 was $5.125. (2) The option exercise price exceeds $5.125 and accordingly, such options are "underwater." 7 8 ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table shows the amount of securities beneficially owned by (a) each of our directors, (b) each of our executive officers named in the Summary Compensation Table below, (c) all of our directors and executive officers as a group and (d) each person known by us to beneficially own more than 5% of any class of our outstanding securities. Unless otherwise provided, the address of each holder listed under the heading "Common Stock" is c/o Mansur Industries Inc., 8305 N.W. 27th Street, Suite 107, Miami, Florida 33122. The address of each holder listed under the heading "Series B Convertible Preferred Stock" is c/o Sanders Morris Mundy, 3100 Chase Tower, 600 Travis Street, Suite 3100, Houston, Texas 77002. Additionally, the address of holder of the Series C convertible preferred stock is 450 Park Avenue, Suite 2302, New York, New York 10022. As of April 28, 2000, each share of Series B and Series C convertible preferred stock is convertible into approximately 12 shares of common stock or an aggregate of 488,384 shares of common stock representing approximately 31.4% of the outstanding shares of common stock.
AGGREGATE NUMBER ACQUIRABLE TOTAL NUMBER PERCENTAGE OF SHARES WITHIN OF SHARES OF CLASS OF SHARES OF BENEFICIALLY OWNED 60 DAYS(1) BENEFICIALLY OWNED CLASS NAME (A) (B) (COLUMNS (A)+(B)) OUTSTANDING - ---- ------------------ ---------- ----------------- ----------- COMMON STOCK Pierre G. Mansur....................... 2,000,000 44,537 2,044,537 43.1% Paul I. Mansur......................... -- 33,515 33,515 * Richard P. Smith....................... 1,000 11,880 12,880 * Joseph E. Jack......................... 59,520 6,833 66,353 1.4% Dr. Jan Hedberg........................ 35,000 9,167 44,167 * Ronald J. Korn......................... 1,000 1,167 2,167 * All directors and executive officers as a group (6 persons)................... 2,096,520 107,099 Oppenheimer Funds, Inc.(2)............. -- 245,000(3) 245,000 5.1% The Commingled Pension Trust Fund (Multi-Market Special Investment Fund II) of Morgan Guaranty Trust Company of New York............................ -- 247,058(3) 247,058 5.1% SERIES B CONVERTIBLE PREFERRED STOCK Environmental Opportunities Fund II (Institutional), L.P.(4)............ 25,035 -- 25,035 47.2% Environmental Opportunities Fund II, L.P. 6,816 -- 6,816 12.8% Environmental Opportunities Fund, L.P.. 18,888 -- 18,888 35.6% Environmental Opportunities Fund (Cayman), L.P................................. 2,346 -- 2,346 4.4% SERIES C CONVERTIBLE PREFERRED STOCK Hanseatic Americas LDC(5).............. 70,947 -- 70,947 100.0%
- ------------------------- * Represents less than 1% of the outstanding stock of the class. (1) Reflects the number of shares that could be purchased by the holder by exercise of options granted under our stock option plans or warrants at June 25, 1999 or within 60 days thereafter. (2) The address of the Oppenheimer Funds, Inc. is Two World Trade Center, 34th Floor, New York, New York 10048-0203. (3) Shares issuable upon conversion of 8 1/4% Subordinated Convertible Notes due 2003. (4) Upon conversion of all of its shares of Series B convertible preferred stock, Environmental Opportunities Fund II (Institutional), L.P. would hold approximately 6.3% of the common stock. (5) Upon conversion of all of its shares of Series C convertible preferred stock, Hanseatic Americas LDC would hold approximately 17.9% of the common stock. 8 9 ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS COMMON STOCK OWNERSHIP In connection with the organization of the Company in November 1990, the Company issued 2,000,000 shares of Common Stock to Mr. Pierre Mansur in exchange for the assignment to the Company of (i) certain ongoing research and development and rights to any related patents and patents pending, and (ii) real estate and equipment valued at $52,000. CONSULTING AGREEMENT AND SERVICES In November 1994, the Company entered into a two-year consulting agreement (the "Consulting Agreement") with Environmental Technologies BVI Limited (the "Consultant"). Pursuant to the Consulting Agreement, the Consultant agreed to advise, consult with, introduce to third parties and generally assist the Company in its efforts to explore new manufacturing and marketing arrangements. In exchange for such services, the Consulting Agreement provided that the Consultant was entitled to receive certain fees in connection with the sale of certain equipment, services, license rights, royalty rights, manufacturing rights, marketing rights or the Company's entrance into a partnership or joint venture arrangement or consummation of a merger. The Consultant did not receive any commissions pursuant to the Consulting Agreement. In December 1995, the Company issued the Consultant 10,000 shares of Common Stock in exchange for the services rendered by the Consultant and to secure the Consultant's agreement to terminate the Consulting Agreement and any and all associated rights of the Consultant. Dr. Jan Hedberg, a Director of the Company, owns 50% and serves as the managing director of the Consultant. Dr. Jan Hedberg and Joseph E. Jack have, from time to time, rendered consulting services to the Company in connection with financing, marketing and technical matters. In April 1996, Messrs. Hedberg and Jack were each issued 10,000 shares of the Company's Common Stock, valued at $3.50 per share, in exchange for such previously rendered consulting services. NOTE PAYABLE TO CHIEF EXECUTIVE OFFICER Pursuant to a revolving line of credit dated June 1, 1990, Mr. Paul Mansur made a series of advances ranging from $5,000 to $30,000, totaling an aggregate of $150,000, to us between June 1, 1990 and May 31, 1996. Under the terms of the line of credit, interest accrued at a rate of 6% in 1994, 1995 and the five month period ended May 31, 1996. On December 31, 1994, we paid Mr. Paul Mansur $34,814 and on December 31, 1995, we paid him an additional $12,000, in satisfaction of interest owed with respect to this debt. The note evidencing the debt had a maturity date of December 31, 1995, which maturity date was extended to December 31, 1996. On May 31, 1996, we paid Mr. Paul Mansur $150,000 in satisfaction of the outstanding principal balance of and $5,000 in satisfaction of the interest owed with respect to this debt. CONVERTIBLE NOTES In connection with its issuance of an aggregate of $1,012,500 in principal amount of convertible notes in June 1996, we issued promissory notes in the principal amount of $101,250 to each of (1) Environmental Technologies BVI Limited, a consulting firm of which Dr. Jan Hedberg, one of our directors, is Managing Director, and (2) Joseph E. Jack, one of our directors. Upon consummation of our initial public offering in September 1996, each of these convertible notes was converted into 15,000 shares of our common stock. Environmental Technologies BVI Limited and Mr. Jack acquired the convertible notes on the same terms as other unaffiliated investors. 9 10 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: May 1, 2000 MANSUR INDUSTRIES INC. By: /s/ PAUL I. MANSUR ------------------------------------ Paul I. Mansur Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ PIERRE G. MANSUR Chairman of the Board and May 1, 2000 - ----------------------------------------------------- President; Director Pierre G. Mansur /s/ PAUL I. MANSUR Chief Executive Officer; May 1, 2000 - ----------------------------------------------------- Principal Executive Officer; Paul I. Mansur Director /s/ LYDIA WHITHAM Controller; Principal May 1, 2000 - ----------------------------------------------------- Accounting Officer Lydia Whitham /s/ RONALD J. KORN Director May 1, 2000 - ----------------------------------------------------- Ronald J. Korn /s/ DR. JAN HEDBERG Director May 1, 2000 - ----------------------------------------------------- Dr. Jan Hedberg /s/ JOSEPH E. JACK Director May 1, 2000 - ----------------------------------------------------- Joseph E. Jack
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