SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
ON
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended June 30, 1997
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _______________ to ______________________
Commission file number 0-27494
FIRST SOUTH AFRICA CORP., LTD.
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(Exact name of Registrant as specified in its charter)
Bermuda N/A
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Clarendon House, Church Street, Hamilton HM CX, Bermuda
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(Address of Principal Executive Offices with Zip Code)
Registrant's telephone number, including area code (441) 295-1422)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None None
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
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("Common Stock")
Class A Redeemable Warrants
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("Class A Warrants")
Class B Redeemable Warrants
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("Class B Warrants")
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 [_]
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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 Registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to the
Form 10-K. [_]
State the aggregate market value of the voting stock held by non-affiliates of
the Registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within 60 days prior to the date of filing. (See
definition of affiliate in Rule 405, 17 CFR 230.405).
The aggregate market value of the Registrants Common Stock held by
non-affiliates of the Registrant as of September 30, 1997, was $21,175,157.
Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date.
As of September 25, 1997 there were 3,694,498 shares of the Registrant's Common
Stock outstanding and 1,822,500 shares of the Registrant's Class B Common Stock.
The purpose of this Amendment Number 1 to the Company's Form 10-K is
(i) to include information in the "Summary Compsensation Table" of Item 10 in
this Amendment regarding the 1997 compensation of Mr. Cornelius J. Roodt in his
capacity as Managing Director and Chief Financial Officer of First South African
Holdings (Pty) Ltd., a subsidiary of the Company, and (ii) to correct certain
dollar amounts presented in connection with stock options granted by the Company
as set forth in the Potential Realizable Value columns included in the "Options
Granted" table of Item 10 in this Amendment.
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<PAGE>
PART III
ITEM. 10
DIRECTORS AND EXECUTIVE OFFICERS
The officers and directors of the Company, their ages and present
positions held with the Company are as follows:
NAME AGE POSITIONS WITH THE COMPANY
---- --- --------------------------
Michael Levy 51 Chairman of the Board of Directors
Clive Kabatznik 41 Chief Executive Officer, President, Chief
Financial Officer, Controller and Director
Tucker Hall 41 Secretary
Charles S. Goodwin 58 Director
John Mackey 56 Director
Cornelius J. Roodt 38 Director
The following is a brief summary of the background of each director
and executive officer of the Company:
MICHAEL LEVY is a co-founder of the Company and has served as
Chairman of the Board of Directors since the Company's inception. Since 1987,
Mr. Levy has been the Chief Executive Officer and Chairman of the Board of Arpac
L.P., a Chicago-based manufacturer of plastic packaging machinery.
CLIVE KABATZNIK is a co-founder of the Company and has served as a
director and its President since its inception and as its Vice Chairman, Chief
Executive Officer and Chief Financial Officer since October 1995. Since June
1992, Mr. Kabatznik has served as President of Colonial Capital, Inc. a
Miami-based investment banking Company that specializes in advising middle
market companies in areas concerning mergers, acquisitions, private and public
agency funding and debt placements. From 1989 to 1992, Mr. Kabatznik was the
President of Biltmore Capital Group, a financial holding Company that he
co-founded that controlled a registered NASD broker-dealer. From 1981 to 1986,
Mr. Kabatznik was the Chief Financial Officer of the Learning Annex, Inc., which
he co-founded. Mr. Kabatznik was born in South Africa.
TUCKER HALL has been the Secretary of the Company since its inception
and is an employee of Codan Services Limited, an affiliated company of Conyers,
Dill & Pearman, Bermuda counsel to the Company, and has been employed by such
Company as a manager since 1989.
CHARLES S. GOODWIN has been a director for the Company since its
inception and has been Managing Director and Chief Executive Officer of
Tessellar Investment, Ltd., a money management firm operating from Cape Cod,
Massachusetts since 1985. Mr. Goodwin was Senior Vice President and Director of
International Research of Arnhold & S. Bleichroeder, Inc., an institutional
brokerage firm from 1983 to 1984. During the period 1971 to 1983, Mr. Goodwin
was a Director and Vice President of Warburg Pincus Capital Corp., EMW Ventures;
Senior Vice President and Director of Research for Warburg Pincus Counsellors,
and a Partner and Managing Director of E.M. Warburg Pincus & Co., an investment
counseling and venture capital firm. Mr. Goodwin is the author of "The Third
World Century" and "A Resurrection of the Republican Ideal" published by
University Press of America, Lanham, Md. in 1994 and 1995 respectively. Mr.
Goodwin received his Bachelor of Arts in Russian History from Harvard College in
1961 and his Master of Business Administration - International Finance from the
Columbia University Graduate School of Business in 1965.
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<PAGE>
JOHN MACKEY is the Chairman of the Board of QTI, Inc., a
privately-held global trading firm doing business in Africa, Asia and in the
United States since 1992. Mr. Mackey has also been a member of the Board of
Advisors of the Leukemia Society of America since 1987, and a member of the
Board of Advisors of the Syracuse University Business School since 1990. Mr.
Mackey played football for 10 seasons in the National Football League and was
elected to the Pro Football Hall of Fame in 1992. Mr. Mackey has been a director
of the Company since January 1996.
CORNELIUS J. ROODT has been a director of the Company since December
1996. Mr. Roodt was appointed Managing Director and Chief Financial Officer of
FSAH, on July 1, 996. Mr. Roodt is responsible for overseeing all the activities
of FSAH's operations in South Africa. From 1994 to 1996 Mr. Roodt was a senior
partner at Price Waterhouse Corporate Finance, South Africa. From 1991 to 1994
he was an audit partner at Price Waterhouse, South Africa. Prior to that he was
a partner at the accounting firm of Wichahn Meyernel in South Africa.
OTHER KEY EMPLOYEES
SAMUEL S. SMITH, 41. Mr. Smith is a joint Managing Director of
Starpak. Mr. Smith has been employed by Starpak and its predecessor since 1976.
Mr. Smith is responsible for the technical operations of Starpak which include
conceptual design of machinery, management of the factory and production
processes, commissioning and installation of machinery at customers' premises.
RHONA L. KABATZNIK, 61. Ms. Kabatznik is a General Manager and
Director of L.S. Pressings. Ms. Kabatznik's responsibilities include production
and sales administration. Ms. Kabatznik is the mother of Clive Kabatznik, the
Vice Chairman, President and Chief Executive Officer of the Company, and a first
cousin of Michael Levy, the Chairman of the Company's Board of Directors.
RAYMOND SHAFTOE, 45. Mr. Shaftoe has been a joint Managing Director
of Starpak since 1986 and has been employed by Starpak since 1980. Mr. Shaftoe
has also served on the Board of Directors of Starpak since 1986. His current
responsibilities include supervision of the sales and marketing of Starpak's
products, administration and product development.
BRUCE THOMAS, 44. Mr. Thomas is the Chief Executive Officer of
Europair. He has held this position since 1991 and was the principal shareholder
of Europair until its sale to the Company. Prior to that he was the Chief
Financial Officer for Europair and held that position from 1976. His
responsibilities include the management of Europair, product development, sales
and financial oversight.
JOHN WELCH, 48. Mr. Welch is the founder and Managing Director of
Piemans Pantry, a company he established in 1982. His responsibilities include
overall supervision of all aspects of the business.
WOLFGANG BURRE, 55. Mr. Burre is the founder of Astoria. He is a
fifth generation master baker and is responsible for overall corporate strategy,
product development and quality control. Mr. Burre traditionally has devoted 50%
of his time to Astoria and will continue to do so.
Each of the above key employees, other than Bruce Thomas, John Welch
and Wolfgang Burre has entered into a three-year service contract with their
respective companies, commencing March 1, 1995. Bruce Thomas and Europair have
executed a Management Agreement which shall be in effect for a three year period
commencing January 24, 1996. John Welch and Michael Morgan have entered into a
two year employment agreement with Piemans Pantry commencing March 1, 1996.
Wolfgang Burre has agreed to enter into a three year employment agreement to be
effective as of July 1, 1996.
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<PAGE>
MARK JERICEVICH, 51. Mark Jericevich was the founder of Seemanns and
has been a Managing Director since Seemanns' inception in 1983.
MATTHEW JERICEVICH, 27. Matthew Jericevich has been a Managing
Director of Seemanns since November 1996. For the past five years Mr. Jericevich
has held a number of marketing and production positions at Seemanns. Mark
Jericevich and Matthew Jericevich are jointly responsible for overall corporate
strategy, as well as all financial and operational issues at Seemanns.
Mark Jericevich and Matthew Jericevich have entered into three year
service contracts with Seemanns, commencing November 1, 1996.
IAN STORE, 44. Mr. Store is a Managing Director and founder of Gull
Foods. Mr. Store is responsible for all production and operational management at
Gull, and together with Alan James, is jointly responsible for overall corporate
strategy.
ALAN JAMES, 45. Mr. James is a Managing Director and founder of Gull.
Mr. James is responsible for Gull's marketing and sales efforts.
Ian Store and Alan James have entered into three year service
contracts with Gull Foods, commencing January 1, 1997.
All directors of the Company hold office until the next annual
meeting of shareholders or until their successors are elected and qualified. The
officers of the Company are elected by the Board of Directors at the first
meeting after each annual meeting of the Company's shareholders, and hold office
until their death, until they resign or until they have been removed from
office. The Company has no executive committee. Pursuant to the Underwriting
Agreement, dated January 24, 1996 by and among the Company, FSA Stock Trust and
D.H. Blair and executed with respect to certain provisions thereof by Messrs
Clive Kabatznik and Michael Levy, the Company is required to nominate a designee
of D.H. Blair of its initial public offering to the Board of Directors for a
period of five years from the date of the completion of the Offering. D.H. Blair
has not yet selected such a designee.
COMMITTEES OF THE BOARD
The Board has an Audit Committee (the "Audit Committee") and a
Compensation Committee (the "Compensation Committee"). The Audit Committee is
composed of Clive Kabatznik, Charles Goodwin and John Mackey. The Audit
Committee is responsible for recommending annually to the Board of Directors the
independent auditors to be retained by the Company, reviewing with the
independent auditors the scope and results of the audit engagement and
establishing and monitoring the Company's financial policies and control
procedures. The Compensation Committee is composed of Charles Goodwin and John
Mackey. These persons are intended to be Non-Employee Directors within the
meaning of Rule 16b-3(b)(3)(i) promulgated under the Securities Exchange Act of
1934 (the Securities Exchange Act). The responsibilities of the Compensation
Committee are described below under the heading Stock Option Plan.
EXECUTIVE COMPENSATION
Except for Mr. Levy, directors of the Company do not receive fixed
compensation for their services as directors other than options to purchase
5,000 shares under the Company's stock option plan. Mr. Levy receives an annual
service fee of $30,000 and options to purchase 5,000 shares of the Company's
Common Stock for every
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<PAGE>
year of service as a director of the Company. However, directors will be
reimbursed for their reasonable out-of-pocket expenses incurred in connection
with their duties to the Company.
The following summary compensation table sets forth the aggregate
compensation paid or accrued by the Company to its Chief Executive Officer and
to the Managing Director and Chief Financial Officer of the Company's subsidiary
FSAH, during the Period from July 1, 1996 through June 30, 1997. Apart from Mr.
Kabatznik, whose annual salary is $180,000, and Mr. Roodt whose annual salary is
$150,000, no executive officer of the Company received compensation in excess of
$100,000 during such period.
SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPENSATION
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COMPENSATION
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YEAR SALARY BONUS STOCK OPTIONS
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Clive Kabatznik, President 1997 $180,000 $195,142 255,000(1)
and Chief Executive Officer 1996 $135,000 205,000(2)
Cornelius J. Roodt 1997 $150,000 $195,142 255,000(3)
Managing Director and Chief
Financial Officer of FSAH
(1) Includes (i) options granted under the Stock Option Plan to purchase 5,000
shares of Common Stock at an exercise price of $3.75 per share, and (ii)
options granted by the Board of Directors to purchase 250,000 Shares of
common Stock at an exercise price of $4.75 per share (of which 125,000
were immediately exercisable and 125,000 would become exercisable on June
24, 1999, if Mr. Kabatznik is still employed by the Company on such date).
(2) See " - Stock Option Plan."
(3) Includes (i) options granted under the Stock Option Plan to purchase 5,000
shares of Common Stock at an exercise price of $3.75 per share, and (ii)
options granted by the Board of Directors to purchase 250,000 shares of
Common Stock at an exercise price of $4.75 per share (of which 125,000
were immediately exercisable and 125,000 would become exercisable on June
24, 1999, if Mr. Roodt is still employed by the Company on such date).
EMPLOYMENT AGREEMENTS
FSAM has entered into an Employment Agreement with Clive Kabatznik,
the Vice Chairman, President and Chief Executive Officer of the Company and of
FSAM. Under the terms of such agreement, Mr. Kabatznik shall devote
substantially all of his business time, energies and abilities to the Company
and its subsidiaries and receives an annual salary of $180,000 and options to
purchase 55,000 shares of Common Stock at an exercise price of $5.00 per share.
In addition, Mr. Kabatznik has been granted additional options to purchase
150,000 shares of Common Stock of the Company at the exercise price of $5.00 per
share, exercisable after the seventh anniversary following the grant date,
provided that vesting of such options will be accelerated as follows: (i) 50,000
options will be exercisable on such earlier date that the Company realizes
earnings per share of $.75 or more on a fiscal year basis, (ii) an additional
50,000 options will be exercisable on such earlier date that the Company
realizes earnings per share of $1.00 or more on a fiscal year basis, and (iii)
an additional 50,000 options will be exercisable on such earlier date that the
Company realizes earnings per share of $1.50 or more on a fiscal year basis. The
options referred to in (i) and (ii) above have vested as a result of the
Company's realization of the applicable earnings per share requirements. The
Company intends, during the term of Mr. Kabatznik's employment
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<PAGE>
agreement, to pay Mr. Kabatznik an annual incentive bonus of five percent of the
Minimum Pretax Income (as provided in Mr. Kabatznik's employment agreement)
above $4,000,000, as shall be reported in the Company's audited financial
statements for each fiscal year in which Mr. Kabatznik is employed, exclusive of
any extraordinary earnings or charges which would result from the release of the
Earnout Escrow Shares.
FSAM has entered into a consulting agreement with Michael Levy,
pursuant to which Mr. Levy serves as a consultant to FSAM. The term of the
agreement is for a period of three years until January 31, 1999. Mr. Levy's
compensation for such consulting services is $60,000 per annum.
FSAH has entered into an Employment Agreement with Cornelius J.
Roodt, the Managing Director and Chairman of the Board of FSAH. Under the terms
of such agreement, Mr. Roodt shall devote substantially all of his business
time, energies and abilities to the Company and its subsidiaries and shall
receive an annual salary of $150,000 and options to purchase 150,000 shares of
FSAH Class B Stock at an exercise price of Rand 13.05 per share. Mr. Roodt's
salary under his Employment Agreement shall be reviewed on an annual basis. In
addition, the 150,000 shares of FSAH Class B Stock are exercisable after the
fifth anniversary following the grant date, provided that vesting of such
options will be accelerated as follows: (i) 50,000 options will be exercisable
on such earlier date that the Company realizes earnings per share of $.75 or
more on a fiscal year basis, (ii) an additional 50,000 options will be
exercisable on such earlier date that the Company realizes earnings per share of
$1.00 or more on a fiscal year basis, and (iii) an additional 50,000 options
will be exercisable on such earlier date that the Company realizes earnings per
share of $1.50 or more on a fiscal year basis. The options referred to in (i)
and (ii) above have vested as a result of the Company's realization of the
applicable earnings per share requirements. The Company intends, during the term
of Mr. Roodt's employment agreement, to pay Mr. Roodt an annual incentive bonus
of four percent of the Minimum Pretax Income (as provided in Mr. Roodt's
employment agreement) above $5,000,000, as shall be reported in the Company's
audited financial statements for each fiscal year in which Mr. Roodt is
employed, exclusive of any extraordinary earnings or charges which would result
from the release of the Earnout Escrow Shares.
STOCK OPTION PLAN
The Board of Directors of the Company has adopted and the
shareholders (prior to the Company's initial public offering) approved the
Company's 1995 Stock Option Plan (the "Stock Option Plan"). The Stock Option
Plan provides for the grant of (i) options that are intended to qualify as
incentive stock options (Incentive Stock Options) within the meaning of Section
422 of the Code to key employees and (ii) options not intended to so qualify
(Nonqualified Stock Options) to key employees (including directors and officers
who are employees of the Company), and to directors and consultants who are not
employees. The total number of shares of Common Stock for which options may be
granted under the Stock Option Plan is 350,000 shares.
The Stock Option Plan is to be administered by the Compensation
Committee of the Board of Directors. The Committee shall determine the terms of
options exercised, including the exercise price, the number of shares subject to
the option and the terms and conditions of exercise. No option granted under the
Stock Option Plan is transferable by the optionee other than by will or the laws
of descent and distribution and each option is exercisable during the lifetime
of the optionee only by such optionee or his legal representatives.
The exercise price of Incentive Stock Options granted under the Stock
Option Plan must be at least equal to the fair market value of such shares on
the date of grant (110% of fair market value in the case of an optionee who owns
or is deemed to own stock possessing more than 10% of the voting rights of the
outstanding capital stock of the Company (or any of its subsidiaries). The term
of each option granted pursuant to the Stock Option Plan shall be established by
the Committee, in its sole discretion; provided, however, that the maximum term
for each Incentive Stock Option granted pursuant to the Stock Option Plan is ten
years (five years in the case of an optionee
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who owns or is deemed to own stock possessing more than 10% of the total
combined voting power of the outstanding capital stock of the Company (or any of
its subsidiaries). Options shall become exercisable at such times and in such
installments as the Committee shall provide in the terms of each individual
option. The maximum number of shares for which options may be granted to any
individual in any fiscal year is 210,000.
The Stock Option Plan also contains an automatic option grant program
for the non-employee directors. Each non-employee director of the Company is
automatically granted an option for 5,000 shares of Common Stock. Thereafter,
each person who is a non-employee director of the Company following an annual
meeting of shareholders will be automatically granted an option for an
additional 5,000 shares of Common Stock. Each grant will have an exercise price
per share equal to the fair market value of the Common Stock on the grant date
and will have a term of five years measured from the grant date, subject to
earlier termination if an optionee's service as a Board member is terminated for
cause.
The Company has granted options to purchase 750,000 shares of Common
Stock:
<TABLE>
<CAPTION>
OPTIONS GRANTED
POTENTIAL
PERCENT OF TOTAL REALIZABLE VALUE AT
OPTIONS GRANTED ASSUMED ANNUAL
TO PER SHARE RATE OF STOCK PRICE
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION APPRECIATION FOR OPTION
GRANTED FISCAL YEAR (1) PRICE DATE TERM
------- ----------------- ------- ------ -------------------
5% 10%
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<S> <C> <C> <C> <C> <C> <C>
Michael Levy................... 5,000 .66% $5.00 (2) $ 6,900 $ 15,273
5,000 .66% 3.75 (2) 5,200 11,500
Clive Kabatznik................ 205,000 27.33% 5.00 (3) 283,188 625,773
5,000 .66% 3.75 (2) 5,200 11,500
250,000 33.33% 4.75 (4) 328,084 724,981
Laurence M. Nestadt............ 5,000 .66% 5.00 (2) 6,900 15,273
Charles S. Goodwin............. 5,000 .66% 5.00 (2) 6,900 15,273
5,000 .66% 3.75 (2) 5,200 11,500
John Mackey.................... 5,000 .66% 5.00 (2) 6,900 15,273
5,000 .66% 3.75 (2) 5,200 11,500
Cornelius J. Roodt............. 5,000 .66% 3.75 (2) 5,200 11,500
250,000 33.33% 4.75 (4) 328,084 724,981
</TABLE>
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(1) The numbers have been rounded for the purpose of this table.
(2) Options granted will expire five years from the date granted and are
immediately exercisable.
(3) 55,000 options granted will expire five years from the date granted;
50,000 additional options will be exercisable following the seventh
anniversary of the grant date and until the tenth anniversary of such
date, subject to accelerated vesting upon the Company's realization of
certain earnings per share targets; 100,000 additional options are
currently exercisable until the tenth anniversary of the date of grant.
(4) Non-plan options to purchase 250,000 shares of Common Stock at an exercise
price of $4.75 granted by the Board of Directors to each of Mr. Kabatznik
and Mr. Roodt in the fourth quarter of fiscal year 1997 (of which 125,000
were immediately exercisable and 125,000 will become exercisable on June
24, 1999, if the optionee is still employed by the Company on such date).
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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 in the City of Coconut
Grove, State of Florida, on the 30th day of January, 1998.
FIRST SOUTH AFRICA CORP., LTD.
BY: /s/ Clive Kabatznik
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Clive Kabatznik
President
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