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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-KSB/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended July 31, 1996
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 0-27286
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HELISYS, INC.
(Name of Small Business Issuer in its charter)
Delaware 95-4552813
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
24015 Garnier Street, Torrance, California 90505
(Address of principal executive offices) (Zip Code)
(310) 891-0600
(Issuer's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
(Title of class)
Check whether the issuer (1) 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 (2) 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 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 [X].
Issuer's revenues for its most recent fiscal year were $12,322,291.
As of October 21, 1996, the aggregate market value of the voting stock held
by non-affiliates, computed by reference to the price at which the stock was
sold on such date, was approximately $3,946,925.
3,991,654 shares of Common Stock were outstanding at October 21, 1996.
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Page 1 of 11 Pages
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TABLE OF CONTENTS
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Page
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PART III
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Item 9. Directors, Executive Officers, Promoters and Control
Persons; Section 16(a) Beneficial Ownership Reporting
Compliance...................................................... 1
Item 10. Executive Compensation.......................................... 3
Item 11. Security Ownership of Certain Beneficial Owners and
Management...................................................... 6
Item 12. Certain Relationships and Related Transactions.................. 7
</TABLE>
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PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.
DIRECTORS
Michael Feygin, 43, co-founded the Company's predecessor in 1985 and has
served as Chairman of the Board, Chief Executive Officer and Chief Technical
Officer since the Company's inception in 1990. Mr. Feygin developed the
Laminated Object Manufacturing technology ("LOM") on behalf of the Company. Mr.
Feygin completed his Master of Science degree in Mechanical Engineering in
Moscow at the Technological Institute of Food Industry and earned a Master of
Science degree at the Illinois Institute of Technology.
Robert D. Crangle, 53, co founded the Company's predecessor in 1985 and
served as Senior Vice President and Secretary of the Company from 1990 until
October 1995, and has served as a Director of the Company since its inception in
1990. Mr. Crangle earned the Certified Management Consultant designation in
1980 and is also an attorney admitted to the bar in Massachusetts, Illinois, and
Kansas. Mr. Crangle has been President of Rose & Crangle Ltd., a management
consulting firm, since 1984, emphasizing in science policy as well as
manufacturing operations and entrepreneurship. He has been a practicing
attorney, emphasizing in business law, with the firm of Metz and Crangle since
1987. Mr. Crangle received a degree in Nuclear Engineering from Kansas State
University and a law degree from Harvard Law School.
Dave T. Okazaki, 48, has been Chief Financial Officer, Secretary and a
Director of the Company since October 1995, and from March 1994 to October 1995
was Controller of the Company. Mr. Okazaki was Vice President of Finance and
Administration at Superior Engineered products from July 1993 to March 1994.
From May 1992 to June 1993, Mr. Okazaki concentrated on a private business
venture to raise capital to fund the manufacturing of a desktop digital film
recorder, and from December 1988 to April 1992, Mr. Okazaki served as Vice
President of Cymbolic Sciences International, a manufacturer of automated
inspection equipment, photoplotters and digital film recorders. Mr. Okazaki
received a Bachelor of Science degree in Accounting from the University of
Denver in August 1970.
Louis A. Delmonico, 55, has been a director of the Company since March
1996. Since August 1994, Mr. Delmonico has been Vice Chairman of the Board of
Directors of The MacNeal-Schwendler Corporation, a publicly traded mechanical
engineering CAE software company. Mr. Delmonico was Chairman of the Board of
Directors of PDA Engineering from August 1991 until August 1994, was Chief
Executive officer of PDA Engineering from November 1989 until August 1994, and
was president of PDA Engineering from November 1988 until November 1989. Mr.
Delmonico also currently serves on the Board of Directors of several privately
held companies. Mr. Delmonico received a Bachelor of Arts degree in Economics
from St. John University and earned a Masters of Science in Consumer Behavior
and a Ph.D. in Marketing at the University of Stockholm and the University of
Uppsala in Sweden, respectively.
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Frederick M. Haney, 55, has been a Director of the Company since March
1996. Since May 1991, Mr. Haney has been President of The Venture Management
Company, a management consulting firm specializing in strategic growth,
technology transfer and the formation of new businesses, and has served as a
member of the Board of Directors of Adaptive Solutions, Inc., a publicly traded
developer and manufacturer of neural network and imaging processing computers.
Since February 1996, Mr. Haney has also served as a Senior Vice President--
Private Equity for Cruttenden Roth Incorporated. From January 1984 until March
1991, Mr. Haney was Senior Vice President and Manager of West Coast Activities
for 3i Ventures, a venture capital firm. Mr. Haney also currently serves on the
Board of Directors of several privately held companies, as well as Rainbow
Technologies, Inc., a publicly traded developer and manufacturer of security
software. Mr. Haney received a Bachelor of Arts degree in Mathematics from Ohio
Wesleyan University, a Masters of Science in Mathematics from Colorado State
University and a Ph.D. in Computer Sciences from Carnegie-Mellon University.
EXECUTIVE OFFICER
Jack Anderson, 58 has been Vice President - Worldwide Sales of the Company
since June 1996. Mr. Anderson served as Director of Worldwide Sales and Service
at Industrial Electronic Engineers Inc. from June 1994 until May 1996. From July
1992 until May 1994, Mr. Anderson served as Vice President-Worldwide Sales and
Support of Sanyo Icon, Inc. and from January 1990 until June 1992, Mr. Anderson
served as President of Supreme Connection, Inc., a private consulting firm. Mr.
Anderson received a Bachelor of Science degree in Business Administration from
the University of California, Los Angeles.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 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 Securities
and Exchange Commission (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 ten-percent stockholders are required by SEC regulations
to furnish the Company with copies of all Section 16(a) forms they file. To the
Company's knowledge, based solely on the review of copies of such reports
furnished to the Company and written representations that no other reports were
required, during the fiscal year ended July 31, 1996 the Company's officers,
directors and ten-percent stockholders complied with all applicable Section
16(a) filing requirements.
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ITEM 10. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
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Long-Term
Compensation
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Fiscal Securities Underlying Other Annual
Year Salary Bonus Options (#) Compensation(1)
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<S> <C> <C> <C> <C> <C>
Michael Feygin
Chief Executive Officer, President and Chief
Technical Officer.............................. 1996 $ 159,614 $91,942 -- $ --
1995 99,359 83,509 -- --
Michael Tsenter (2)
Vice President-Sales/Marketing 1996 115,000 8,338 -- 43,216
1995 65,903 3,623 -- 55,949
Jerome A. Janson
Vice President-North American Sales............ 1996 111,200 -- -- 23,607
1995 60,333 2,000 -- 89,588
Dave T. Okazaki.................................. 1996 88,308 15,619 22,600 --
Chief Financial Officer 1995 83,867 6,709 -- --
Jack Anderson (3)................................
Vice President-Worldwide Sales 1996 20,708 -- 30,000 --
1995 -- -- -- --
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(1) Represents commissions earned.
(2) Mr. Tsenter's employment with the Company terminated on July 31, 1996.
(3) Mr. Anderson commenced service as Vice President-Worldwide Sales of the
Company in June 1996. His annual base salary is $125,000.
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OPTION MATTERS
Option Grants. The following table sets forth certain information
concerning grants of stock options to each of the Company's executive officers
named in the Summary Compensation Table during the fiscal year ended July 31,
1996.
OPTION GRANTS IN LAST FISCAL YEAR
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% of Total
Options
Granted to
Options Employees in Exercise Expiration
Name Granted Fiscal Year Price($/Sh) Date
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Michael Feygin -- -- -- --
Michael Tsenter -- -- -- --
Jerome A. Janson -- -- --
Dave T. Okazaki 5,000 3.1% 2.50 7/8/06
5,000 3.1% 5.50 3/6/06
12,600 7.8% 4.09 11/22/09
Jack Andersen 30,000 1.9% $ 4.75 6/3/06
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Option Exercises. No options were exercised by any of the Company's
executive officers named in the Summary Compensation Table during the fiscal
year ended July 31, 1996.
The following table includes the number of shares covered by both
exercisable and unexercisable stock options as of July 31, 1996. None of the
options reflected below were "in the money" at July 31, 1996 (i.e., with a
positive spread between the closing sales price as reported by NASDAQ/NMS of
$2.0625 per share of Common Stock as of July 31, 1996, and the exercise price of
such stock options).
Aggregate Fiscal Year-End Option Values
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Number of Unexercised
Options at
Fiscal Year-End
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Exercisable Unexercisable
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Michael Feygin -- --
Michael Tsenter -- --
Jerome A. Janson -- --
Dave T. Okazaki 3,150 19,450
Jack Andersen 0 30,000
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CONSULTING AGREEMENTS
On November 1, 1995, the Company entered into a Consulting Agreement with
L.A. Delmonico Consulting, Inc., a corporation of which Mr. Delmonico is the
sole shareholder. Under the terms of this agreement, L.A. Delmonico Consulting,
Inc. is paid $1,000 per full day and $150 per hour of consulting services
performed on behalf of the Company.
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On April 1, 1996, the Company entered into a Professional Services
Agreement with Mr. Crangle and Rose & Crangle, Ltd., a Kansas corporation of
which Mr. Crangle is a 50% shareholder. Under the terms of this Agreement, Rose
& Crangle is paid $6,000 per month for consulting services performed on behalf
of the Company and the Company reimburses Rose & Crangle's expenses incurred in
connection with performing such consulting services.
DIRECTOR COMPENSATION
Each non-employee director is paid $1,500 for each Board meeting attended.
The Company has and will continue to pay the expenses of its non-employee
directors incurred in attending Board meetings. In addition, pursuant to the
terms of the Company's 1995 Stock Incentive Plan, each non-employee director of
the Company, so long as they beneficially own less than 1% of the outstanding
Common Stock of the Company, including any outstanding options to purchase
Common Stock which are exercisable within 60 days of the date of grant, will be
granted nonstatutory options to purchase 6,000 shares of Common Stock, at fair
market value on the date of commencement of service on the Company's Board of
Directors and every four years thereafter, provided that all unvested options
shall terminate upon the termination of the non-employee director's service on
the Board of Directors. All options granted to non-employee directors under the
Company's 1995 Stock Incentive Plan become 25% exercisable on the date of grant
and become exercisable at the rate of 25% every 12 months thereafter.
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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, to the knowledge of the Company, certain
information regarding the beneficial ownership of the Company's Common Stock as
of July 31, 1996, by (i) each person known by the Company to be the beneficial
owner of more than 5% of the outstanding Common Stock, (ii) each of the
Company's directors and nominees, (iii) each of the named executive officers in
the Summary Compensation Table and (iv) all of the Company's executive officers
and directors as a group. Except as indicated in the footnotes to this table,
the Company believes that the persons named in this table have sole voting and
investment power with respect to the shares of Common Stock indicated.
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SHARES
BENEFICIALLY
NAME AND ADDRESS OF OWNED (1)
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BENEFICIAL OWNER NUMBER PERCENT
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Michael Feygin (2)(3)................ 1,993,260 49.9%
Rose & Crangle, Ltd.................. 372,928 9.3%
Robert D. Crangle (4)
102 E. Lincoln Avenue
Lincoln, Kansas 67455
Michael Tsenter (5).................. 82,558 2.1%
Jerome A. Janson..................... 50,807 1.3%
1091 Centre, Suite 200
Auburn Hills, Michigan 48326
Dave T. Okazaki (2)(6)............... 4,150 *
Jack Andersen (2).................... 0 *
Louis A. Delmonico (7)............... 2,500 *
6907 Avenida de Santiago
Anaheim Hills, California 92804
Frederick M. Haney (8)............... 1,500 *
3433 Paseo del Campo
Palos Verdes Estates,
California 90274
All directors and executive officers
as a group (6) persons (9)........... 2,507,703 62.7%
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</TABLE>
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*Less than one percent.
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of Common Stock
subject to options or warrants currently exercisable or convertible, or
exercisable or convertible within 60 days of July 31, 1996, are deemed
outstanding for computing the percentage of the
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persons holding such options but are not deemed outstanding for computing
the percentage of any other person.
(2) The address of such stockholder is c/o Helisys, Inc., 24015 Garnier Street,
Torrance, California 90505.
(3) Does not include 120,000 shares held in irrevocable trust for the benefit
of Mr. Feygin's children, over which Mr. Feygin disclaims beneficial
ownership.
(4) The shares shown are owned of record by Rose & Crangle, Ltd., a Kansas
corporation ("Rose & Crangle") and management consulting firm, Robert
Crangle, a Director of the Company, owns 50% of the shares of Rose &
Crangle, Mr. Crangle's spouse owns the remaining 50% of the shares of Rose
& Crangle. However, pursuant to an arrangement entered into between Mr.
Crangle and Rose & Crangle, Mr. Crangle is entitled to vote 100% of the
shares of the Company owned of record by Rose & Crangle.
(5) Mr. Tsenter's employment with the Company terminated on July 31, 1996.
(6) Includes of 3,150 shares subject options exercisable within 60 days of July
31, 1996.
(7) Includes of 1,500 shares subject to options exercisable within 60 days of
July 31, 1996.
(8) Includes of 1,500 shares subject to options exercisable within 60 days of
July 31, 1996.
(9) Includes directors' and executive officers' shares listed above, including
6,150 shares subject to options exercisable within 60 days of July 31,
1996.
The Company is not aware of any arrangements that may at a subsequent date
result in a change of control of the Company.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Robert D. Crangle, a director of the Company, owns 50% of the outstanding
equity of Rose & Crangle, Ltd., a management consulting firm that provides a
professional consulting services to the Company. Such services include the
administration of research grants, preparation of business plans and other
documents, and certain contractual and other matters. The Company paid Rose &
Crangle, Ltd. aggregate fees and reimbursed expenses of $76,125 in the fiscal
year ended July 31, 1995 and $106,935 in the fiscal year ended July 31, 1996 for
such services, the majority of which were performed by Mr. Crangle.
Jerome A. Janson, the Company's Vice President-North American Sales, was
the President of Paradigm, Inc., a Michigan sales agency, which represented the
Company prior to Mr. Janson's joining the Company. The total fees paid to
Paradigm, Inc. totaled $60,036 in the fiscal year ended July 31, 1996.
In connection with the acquisition of its facility in Torrance, California,
the Company entered into a loan agreement with Bank of America in the aggregate
amount of $1,930,500, which amount is collateralized by the facility and
personally guaranteed by Michael Feygin.
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The Company believes that all of the transactions set forth above were made
on terms no less favorable to the Company than could otherwise be obtained from
unaffiliated third parties. In the future, the Company will not enter into any
transaction with its officers and directors unless such transaction is approved
by the independent directors of the Company.
The Company's Restated Certificate of Incorporation provides that, pursuant
to Delaware Law, directors of the Company shall not be liable for monetary
damages for breach of the directors' fiduciary duty of care to the Company and
its stockholders. This provision does not eliminate the duty of care, and in
appropriate circumstances equitable remedies such as injunctions or other forms
of non-monetary relief remain available under Delaware Law. In addition, each
director will continue to be subject to liability for breach of the director's
duty of loyalty to the Company, for acts or omissions not in good faith or
involving intentional misconduct, for knowing violations of law, for actions
leading to improper personal benefit to the director and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware Law. The provision also does not affect a director's
responsibility under any other law, such as the federal securities laws. The
Company has entered into Indemnification Agreements with each of its officers
and directors that obligate the Company to indemnify them as permitted by
applicable law.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: November 26, 1996 HELISYS, INC.
(Registrant)
By: \s\ DAVE T. OKAZAKI
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Its: Chief Financial Officer
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