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U.S. 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 December 31, 1997
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the transition period from _______________ to ________________
COMMISSION FILE NO. 0-27104
YIELDUP INTERNATIONAL CORPORATION
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 77-0341206
(State or other jurisdiction of incorporation) (I.R.S. Employer ID #)
117 EASY STREET
MOUNTAIN VIEW, CALIFORNIA 94043
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (650) 964-0100
Securities registered under Section 12(b) of the Act: NONE
Securities registered under Section 12(g) of the Act: COMMON STOCK, PAR VALUE $0.001
CLASS B WARRANTS, NO PAR VALUE
(Title of Class)
</TABLE>
Check whether the issuer: 1) 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 [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will 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. [ ]
The Issuer's revenues for the fiscal year ended December 31, 1997 were
$7,465,447.
The aggregate market value of the voting stock held by non-affiliates of the
Registrant, based upon the closing price of the Registrant's Common Stock on
December 31, 1997 in the over-the-counter-market, was approximately $42,967,000.
Shares of voting stock held by each officer and director and by each person who
on that date owned 5% or more of the outstanding voting stock have been excluded
for purposes of the preceding computation, in that such persons may be deemed to
be affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.
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As of December 31, 1997, Registrant had 4,341,711 shares of Common Stock
outstanding and 1,413,653 shares of Class A Common Stock outstanding for a total
of 5,755,364 shares outstanding.
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report for the fiscal year
ended December 31, 1997 on Form 10-KSB as set forth in the pages attached
hereto:
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The following sets forth certain information regarding the executive officers of
the Registrant:
DIRECTORS AND EXECUTIVE OFFICERS
The directors and executive officers of the Company and their ages as of January
31, 1998 are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Raj Mohindra......................53 President, Chief Executive Officer
and Director
Abhay K. Bhushan..................53 Executive Vice President, Chief
Financial Officer and Director
Suraj Puri........................54 Vice President, Chief Technical
Officer and Director
Ram Paul Gupta (1)................59 Director
Werner Kern (1)...................69 Director
</TABLE>
(1) Members of the Compensation and Audit Committees
Mr. Mohindra co-founded the Company in 1993 and has served as President,
Chief Executive Officer and a director of the Company since its inception. Prior
to joining the Company, from 1968 to 1993, he worked for IBM where he held a
number of operational, management and technical positions, including head of the
IBM Productivity Competence Center, Manager of Systems Engineering and Senior
Technical Staff Member.
Mr. Bhushan co-founded the Company in 1993 and has served as Executive
Vice President and Chief Financial Officer since June 1997, and as a director of
the Company since its inception. He also served as Chief Financial Officer of
the Company from August 1993 until July 1995. From 1996 to 1997, Mr. Bhushan was
co-founder of Portola Communication, a software company, where he served as
Chairman, President, Chief Financial Officer and Vice President Business
Development. From 1974 through 1995, Mr. Bhushan was employed by Xerox
Corporation, where he served in various capacities, including Manager of the
Xerox Environmental Leadership Programs, Manager of Systems Engineering and
Standards and Manager of Business Strategy.
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Mr. Puri co-founded the Company in 1993 and has served as Vice
President, Chief Technical Officer and a director of the Company since its
inception. Prior to joining the Company, from 1986 to 1993, Mr. Puri served as
an independent consultant in the semiconductor industry.
Mr. Gupta has served as a director of the Company since July 1995. From
1992 to the present, Mr. Gupta has served as President, Chief Operating Officer
and Vice President of Operations of Quality Semiconductor, Inc., a semiconductor
manufacturer. From 1988 to 1992, Mr. Gupta served as President of Blackship
Computers, Inc., a systems integration company.
Mr. Kern has served as a director of the Company since September 1997.
Mr. Kern is President of Werner Kern Associates, and is the recipient of the
1997 SEMI Award for Process Technology. Mr. Kern is a fellow of the
Electrochemical Society and was chairman of the Society's Dielectric and
Insulation Division.
The Board of Directors is divided into three classes. Each class of
directors consists of one or two directors, who serve staggered three year
terms.
Officers are elected by and serve at the discretion of the Board of
Directors. There are no family relationships among the directors or officers of
the Company.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers, and
persons who own more than ten percent of a registered class of the Company's
equity securities, to file with the SEC initial reports of ownership and reports
of changes in ownership of Common Stock and other equity securities of the
Company. Officers, directors and greater than ten percent beneficial owners are
required by SEC regulation to furnish the Company with copies of all reports
they file under Section 16(a).
To the Company's knowledge, based solely on its review of the copies of
such reports furnished to the Company and written representation that no other
reports were required, all Section 16(a) filing requirements applicable to its
officers, directors and greater than ten-percent beneficial owners were complied
with during the year ended December 31, 1997, except for Mr. Bhushan who was
late with respect to the filing of one report.
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ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth the aggregate base salary and bonuses
paid by the Company for services rendered during 1995, 1996 and 1997 to the
Company's chief executive officer and the other executive officers (the "Named
Executive Officers") who earned more than $100,000 in any of these years. In
1995 no executive officer of the Company received in excess of $100,000
compensation for services rendered to the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Long-Term
Compensation Compensation
------------------------------------- -------------
Securities
All Other Underlying
Name and Principal Position Year Salary Compensation Options
- --------------------------- ---- ------ ------------ -------
<S> <C> <C> <C> <C>
Raj Mohindra ................................ 1995 $ 84,000 -- 125,971
President and Chief Executive 1996 $138,459 $ 5,400(1) --
Officer 1997 $159,045 $ 7,200(1) --
Abhay Bhushan ................................ 1997 $ 67,721 $ 4,200(1) 60,000
Executive Vice President and
Chief Financial Officer (2)
Suraj Puri ................................... 1997 $ 98,242 $ 4,200(1) --
Vice President and Chief Technical Officer
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(1) Represents automobile allowance payments.
(2) Mr. Bhushan became an employee of the company in June 1997
STOCK OPTION INFORMATION
The following table contains information concerning stock option grants
to the Named Executive Officers during the year ended December 31, 1997.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Number of Percentage Of
Securities Total Options
Underlying Granted To Employees Exercise Or Expiration
Name Options Granted in Fiscal Year Base Price ($/Sh) Date
- ---- --------------- -------------------- ------------------ ----------
<S> <C> <C> <C> <C>
Raj Mohindra........... -- -- -- --
Abhay Bhushan (1)...... 60,000 20.4% $9.66 6/3/07
Suraj Puri............. -- -- -- --
</TABLE>
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1) This does not include 30,000 options granted to Mr. Bhushan for being a
non-employee Director of the Company, prior to his employment at the
Company, in accordance with the 1995 Outside Directors Stock Option
Plan (the "Directors Plan").
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AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
The following table sets forth, for the Named Executive Officers, the
shares acquired and the value realized on exercise of stock options during the
year ended December 31, 1997 and the year-end number and value of exercisable
and unexercisable options.
<TABLE>
<CAPTION>
Number of
Securities Underlying Value of Unexercise
Unexercised Options at In-The-Money Options At
December 31, 1997 December 31, 1997(1)
Shares --------------------------- ---------------------------
Acquired
on Value
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Raj Mohindra -- -- 125,971 -- $1,100,987 --
Abhay Bhushan -- -- 0 -- --
</TABLE>
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(1) The value of "in-the-money" stock options for Mr. Mohindra represents
the positive spread between the exercise price of stock options, $0.76
per share, and the fair market value for the Company's Common Stock of
$9.50 per share as of December 31, 1997, which was the closing price of
the Company's Common Stock on December 31, 1997. Mr. Bhushan's options
were at $9.66 per share which was higher than the fair market value for
the Company's Common Stock of $9.50 per share as of December 31, 1997,
which was the closing price of the Company's Common Stock on December
31, 1997.
The Company does not have employment agreements with any of its executive
officers or directors.
COMPENSATION OF DIRECTORS
From time to time, directors have received grants of options to purchase
the Company's Common Stock. Directors who are not employees of the Company
receive yearly grants of options to purchase Common Stock under the Directors
Plan. The Company does not pay additional amounts for committee participation or
special assignments of the Board of Directors.
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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the
beneficial ownership of the Company's capital stock as of December 31, 1997, (i)
by each person who is known by the Company to own beneficially more than 5% of
the Company's capital stock, (ii) by each of the Named Executive Officers and by
each of the Company's directors, and (iii) by all officers and directors as a
group.
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<CAPTION>
Percentage
Number of Number of of Shares
Name and Address of Shares of Percentage Shares of Class of Class A
Beneficial Owner (1) Common Stock(2) of Class(3) A Common Stock(2) Common Stock(3)
-------------------- --------------- ----------- ----------------- ---------------
<S> <C> <C> <C> <C>
Raj Mohindra............. 10,000 * 980,257 (4) 63.7%
Abhay Bhushan............ 96,605 (5) 2.2% 262,070 (6) 18.4%
Suraj Puri............... 25,000 * 172,544 (7) 12.2%
Ram Paul Gupta........... 30,000 (8) * 22,646 (9) 1.6%
Werner Kern.............. 20,000 (10) * -- --
All directors and
executive officers as a
group (five (5) persons).... 181,605 (11) 4.1% 1,437,517 (12) 55.4%
</TABLE>
- ----------
* Represents less than one percent.
(1) All beneficial owners listed may be reached at 117 Easy Street,
Mountain View, California 94043.
(2) Except pursuant to applicable community property laws or as otherwise
noted, all shares are beneficially owned and sole voting, and
investment power is held by the persons named.
(3) Based on 1,413,653 shares of Class A Common Stock and 4,341,711 shares
of Common Stock outstanding as of December 31,1997, plus shares which
may be acquired by the named person(s) upon exercise of outstanding
options exercisable within 60 days of April 30, 1998. Each share of
Class A Common Stock has five votes, and each share of Common Stock has
one vote.
(4) Includes 125,971 shares of Class A Common Stock issuable upon exercise
of options exercisable within 60 days of April 30, 1998. Also includes
44,161 shares held by family members of Mr. Mohindra, but Mr. Mohindra
disclaims beneficial ownership of all such shares except to the extent
of any pecuniary interest therein which he may have.
(5) Includes 90,000 shares of Common Stock issuable upon exercise of
options exercisable within 60 days of April 30, 1998.
(6) Includes 14,479 shares of Class A Common Stock issuable upon exercise
of options exercisable within 60 days of April 30, 1998. Also includes
43,434 shares of Class A Common Stock held by family members of Mr.
Bhushan, but Mr. Bhushan disclaims beneficial ownership of all such
shares except to the extent of any pecuniary interest therein which he
may have.
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(7) Includes 7,239 shares of Class A Common Stock held by a family member
of Mr. Puri, but Mr. Puri disclaims beneficial ownership of all such
shares except to the extent of any pecuniary interest therein which he
may have.
(8) Includes 30,000 shares of Common Stock issuable upon exercise of
options exercisable within 60 days of April 30, 1998.
(9) Includes 22,646 shares of Class A Common Stock issuable upon exercise
of options exercisable within 60 days of April 30, 1998.
(10) Includes 20,000 shares of Common Stock issuable upon exercise of
options exercisable within 60 days of April 30, 1998.
(11) Includes 140,000 shares of Common Stock issuable upon exercise of
options exercisable within 60 days of April 30, 1998.
(12) Includes 1,179,587 shares of Class A Common Stock issuable upon
exercise of options exercisable within 60 days of April 30, 1998.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the last two fiscal years, the Company had the following
transactions with certain of its officers, directors and holders of 5% of the
outstanding shares of the Company, as described below.
In September 1995, the Company issued a promissory note in the principal
amount of $50,000 and 25,000 warrants which subsequently converted into Class A
Warrants to each of Raj Mohindra, Abhay Bhushan, Suraj Puri and Bernard Slade,
who at the time were directors of the Company. Bernard Slade has since resigned
as a director.
In October 1995, the Company distributed a dividend of 220,000 Class A
Warrants and 450,000 Class B Warrants pro rata among all holders of capital
stock and options to acquire capital stock of the Company, including all then
officers and directors of the Company other than William Elder.
The Company believes that all transactions with affiliates described
above were made on terms no less favorable to the Company than could have been
obtained from unaffiliated third parties.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
YIELDUP INTERNATIONAL CORPORATION
/s/ RAJ MOHINDRA
-----------------------------------------
Raj Mohindra, Chairman and
Chief Executive
(Principal Executive Officer)
Date: April 30, 1998
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Raj Mohindra and Abhay
K. Bhushan, and each of them acting individually, as his attorney-in-fact, each
with full power of substitution, for him in any and all capacities, to sign any
and all amendments to this Annual Report, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorney to any and all amendments to said Annual Report.
In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
/s/ RAJ MOHINDRA Chairman, Chief Executive Officer, March 31, 1998
- ------------------------------------ and Director
Raj Mohindra
/s/ ABHAY K. BHUSHAN Chief Financial Officer, and March 31, 1998
- ------------------------------------ Director (Principal Accounting and
Abhay K. Bhushan Financial Officer)
/s/ WERNER KERN Director March 31, 1998
- ------------------------------------
Werner Kern
/s/ RAM PAUL GUPTA Director March 31, 1998
- ------------------------------------
Ram Paul Gupta
/s/ SURAJ PURI Director March 31, 1998
- ------------------------------------
Suraj Puri
</TABLE>
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