<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to _________
Commission File Number
0-27678
TRIDENT INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 06-6403301
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1114 Federal Road, Brookfield, Connecticut 06804
(Address of principal executive offices) (Zip Code)
(203) 740-9333
(Registrant's telephone number, including area code)
(not applicable)
(Former name, former address and former fiscal year, if changed since last
report)
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 [ ]
The number of shares outstanding of the registrant's Common Stock, par value
$.01 per share, as of May 2, 1997 was 7,139,810.
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Part II of the Report on Form 10-Q is hereby amended to add the following:
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company held its Annual Meeting of Stockholders on January 29,
1997. At the Annual Meeting, the Company's stockholders voted (i) to re-elect R.
Hugh Van Brimer, Robert S. Anderson, Russell J. Greenberg and Norman L. Norris
to serve as Class I Directors of the Company until the 1999 Annual Meeting of
Stockholders and until their respective successors are duly elected and
qualified; and (ii) to approve the adoption of the Trident International, Inc.
Employee Stock Purchase Plan, as described in the Company's Proxy Statement
distributed to stockholders in connection with the Annual Meeting. Set forth
below are the results of the stockholder votes at the Annual Meeting on the
foregoing matters.
Election of Class I Directors
<TABLE>
<CAPTION>
Nominee Votes in Favor Votes Withheld
- ------- -------------- --------------
<S> <C> <C>
R. Hugh Van Brimer 5,770,482 500
Robert S. Anderson 5,770,482 500
Russell J. Greenberg 5,770,482 500
Norman L. Norris 5,770,181 801
</TABLE>
Approval of Adoption of Employee Stock Purchase Plan
<TABLE>
<CAPTION>
Votes in Favor Votes Against Abstentions Broker Non-Votes
- -------------- ------------- ----------- ----------------
<S> <C> <C> <C>
5,603,520 1,100 1,500 164,862
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
a. Exhibits:
The following additional exhibit is filed as a part of this amended
Report:
Exhibit Number Title
-------------- -----
99.1 Trident International, Inc. Second
Amended and Restated 1994 Stock Option
and Grant Plan.
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PART II. OTHER INFORMATION
b. Reports on Form 8-K:
No reports on Form 8-K were filed during the quarter ended March 31, 1997.
SIGNATURES
Pursuant to the requirements 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: June 4, 1997
Trident International, Inc.
(Registrant)
/s/ Elaine A. Pullen
--------------------------------------
Elaine A. Pullen
President and Chief Executive Officer
/s/ J. Leo Gagne
--------------------------------------
J. Leo Gagne
Vice President and Chief
Financial Officer
<PAGE> 1
TRIDENT INTERNATIONAL, INC.
SECOND AMENDED AND RESTATED 1994 STOCK OPTION AND GRANT PLAN
1. PURPOSE
This Second Amended and Restated 1994 Stock Option and Grant Plan (the
"Plan"), which was first adopted as the 1994 Stock Option and Grant Plan
effective as of October 27, 1994, is intended as a performance incentive for
officers, employees, consultants, directors and other key persons of Trident
International, Inc. (formerly, Trident Holding Corp.) (the "Company") or its
Subsidiaries (as hereinafter defined) to enable the persons to whom options are
granted (the "Optionees") to acquire or increase a proprietary interest in the
success of the Company. The Company intends that this purpose will be effected
by the granting of incentive stock options ("Incentive Options") as defined in
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), and
nonqualified stock options ("Nonqualified Options"). The term "Subsidiaries"
includes any corporations in which stock possessing fifty percent (50%) or more
of the total combined voting power of all classes of stock is owned directly or
indirectly by the Company.
2. OPTIONS TO BE GRANTED; ADMINISTRATION OF THE PLAN
(a) Options granted under the Plan may be either Incentive Options or
Nonqualified Options, and shall be designated as such at the time of grant. To
the extent that any option intended to be an Incentive Option shall fail to
qualify as an Incentive Option under the Code, such option shall be deemed to be
a Nonqualified Option. Each option granted hereunder shall be embodied in a
written agreement, as described in Section 4 hereof, that is signed by the
Optionee and an authorized officer of the Company.
(b) The Plan shall be administered either by the Board of Directors of
the Company (the "Board of Directors") or by a committee (the "Option
Committee") of not fewer than two directors of the Company appointed by the
Board of Directors (in either case, the "Administrator"). None of the members of
the Option Committee shall be an officer or other full-time employee of the
Company. It is the intention of the Company that each member of the Option
Committee shall be a "Non-Employee Director" as that term is defined and
interpreted pursuant to Rule 16b-3(b)(3)(i) or any successor rule thereto
promulgated under the Securities Exchange Act of 1934, as amended (the "Act"),
and that, on and after the date the Plan becomes subject to Section 162(m) of
the Code, each member of the Option Committee shall be an "outside director" as
that term is defined and interpreted pursuant to Section 162(m) of the Code and
the regulations promulgated thereunder. Subject to the foregoing requirements of
Section 2(b), the Compensation Committee of the Board of Directors may serve as
the Option Committee. Action by the Option Committee shall require the
affirmative vote of a majority of all its members.
<PAGE> 2
(c) Subject to the terms and conditions of the Plan, the Administrator
shall have the power:
(i) To determine from time to time the options to be
granted to eligible persons under the Plan and to prescribe
the terms and provisions (which need not be identical) of
options (including, without limitation, the number of shares
subject to each such option, the effects upon such options of
any change in control of the Company and any vesting
provisions with respect to such options) granted under the
Plan to such persons;
(ii) To construe and interpret the Plan and grants
thereunder and to establish, amend, and revoke rules and
regulations for administration of the Plan (including to
correct any defect or supply any omission, or reconcile any
inconsistency in the Plan, in any option agreement, or in any
related agreements, in the manner and to the extent the
Administrator shall deem necessary or expedient to make the
Plan fully effective);
(iii) To amend from time to time, as the
Administrator may determine is in the best interests of the
Company, the terms of any outstanding options, including
without limitation, to modify the vesting schedule, exercise
price or expiration date thereof in a manner not inconsistent
with the terms of the Plan; and
(iv) Generally, to exercise such powers and to
perform such acts as are deemed necessary or expedient to
promote the best interests of the Company with respect to the
Plan.
All decisions and determinations by the Administrator in the exercise
of these powers shall be final and binding upon the Company and the
Optionees.
(d) Delegation of Authority to Grant Options. The
Administrator, in its discretion, may delegate to the Chief Executive
Officer of the Company or any Subsidiary all or part of the
Administrator's authority and duties with respect to Options, including
the granting thereof, to individuals who are not subject to the
reporting and other provisions of Section 16 of the Act and, on and
after the date the Plan becomes subject to Section 162(m) of the Code,
who also are not "covered employees" within the meaning of Section
162(m) of the Code. The Administrator may revoke or amend the terms of
a delegation at any time, but such action shall not invalidate any
prior actions of the Administrator's delegate or delegates that were
consistent with the terms of the Plan.
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3. STOCK SUBJECT TO THE OPTIONS
The stock granted under the Plan, or subject to the options granted
under the Plan, shall be shares of the Company's authorized but unissued Common
Stock, par value $.01 per share (the "Common Stock"), which may either be
authorized but unissued shares or treasury shares or shares previously reserved
for issuance upon exercise of options under the Plan, and allocable to one or
more options (or portions of options) which have expired or been canceled or
terminated (other than by exercise). The total number of shares that may be
issued under the Plan shall not exceed an aggregate of 1,000,000 shares of
Common Stock. Options with respect to no more than 250,000 shares of Common
Stock may be granted to any one individual during any one calendar year period.
Such number of shares shall be subject to adjustment as provided in Section 7
hereof.
4. ELIGIBILITY
(a) Incentive Options may be granted only to employees of the
Company or its Subsidiaries, including members of the Board of
Directors who are also employees of the Company or its Subsidiaries,
who are eligible to receive an Incentive Option under the Code.
Nonqualified Options may be granted to officers, other employees and
directors of the Company or its Subsidiaries, and to consultants and
other key persons who provide services to the Company or its
Subsidiaries (regardless of whether they are also employees) and to
such other persons as the Administrator may select from time to time,
provided, however, that no Nonqualified Options may be granted under
the Plan to any non-employee Directors of the Company except as
provided in Section 4(d) hereof.
(b) No person shall be eligible to receive any Incentive
Option under the Plan if, at the date of grant, such person
beneficially owns stock representing in excess of ten percent of the
voting power of all outstanding capital stock of the Company, unless
notwithstanding anything in this Plan to the contrary (i) the purchase
price for Common Stock subject to such option is at least 110% of the
fair market value of such Common Stock at the time of the grant and
(ii) the option by its terms is not exercisable more than five years
from the date of grant thereof.
(c) Notwithstanding any other provision of the Plan, the
aggregate fair market value (determined as of the time the option is
granted) of the Common Stock with respect to which Incentive Options
are exercisable for the first time by any individual during any
calendar year (under all plans of the Company) shall not exceed
$100,000. Any option granted under the Plan in excess of the foregoing
limitations shall be deemed to be a Nonqualified Option.
(d) Each person who first becomes a non-employee member of the
Board of Directors of the Company on or after December 1, 1995 shall
automatically be granted
<PAGE> 4
on the date such person first becomes a director a Nonqualified Option
to purchase up to 5,000 shares of Common Stock, which option shall
become exercisable on the first anniversary of the date of grant so
long as such person continues to serve as a director of the Company on
such anniversary date. Commencing after September 30, 1996, each
non-employee member of the Board of Directors shall receive, on the
date of each annual meeting of stockholders following such person's
election as a Director, an option to purchase up to 5,000 shares of
Common Stock, which option shall become exercisable ratably in four
equal annual installments commencing on the first anniversary of such
grant date and continuing for each of the next three anniversaries
thereafter so long as such person continues to be a director of the
Company on each such anniversary date, provided, that no such grant
shall be made to any person first elected or appointed to the Board of
Directors of the Company within six months prior to any such annual
meeting of stockholders.
(i) The purchase price per share of Common Stock of
each Nonqualified Option granted to a non-employee member of
the Board of Directors pursuant to this Section 4(d) shall be
the fair market value of the Common Stock on the date the
option is granted.
(ii) Options granted under this Section 4(d) shall
expire no later than the tenth anniversary of the grant date.
(iii) The provisions of this Section 4(d) shall apply
only to automatic grants of Nonqualified Options to
non-employee directors, and shall not be deemed to modify,
limit or otherwise apply to any other provisions of the Plan
or to any option granted thereunder to any other person.
5. TERMS OF THE OPTION AGREEMENTS
Subject to the terms and conditions of the Plan, each option agreement
shall contain such provisions as the Administrator shall from time to time deem
appropriate. Option agreements need not be identical, but each option agreement
by appropriate language shall include the substance of all of the following
provisions:
(a) Expiration; Termination of Employment. Notwithstanding any
other provision of the Plan or of any option agreement, each option
shall expire on the date specified in the option agreement, which date
in the case of any Incentive Option shall not be later than the tenth
anniversary of the date on which the option was granted. If an
Optionee's employment with the Company terminates for any reason, the
Administrator may in its discretion provide, at any time, that any
outstanding option granted to such Optionee under the Plan shall be
exercisable for such period following termination of employment as may
be specified by the Administrator, subject to the expiration date of
such option; provided that no Incentive Options shall be exercisable
<PAGE> 5
more than 90 days after the termination of the applicable Optionee's
employment with the Company and its Subsidiaries.
(b) Exercise. Each option shall be exercisable in such
installments (which need not be equal) and at such times as may be
designated by the Administrator. To the extent not exercised,
installments shall accumulate and be exercisable, in whole or in part,
at any time after becoming exercisable, but not later than the date the
option expires.
(c) Purchase Price. The purchase price per share of Common
Stock subject to each option shall be determined by the Administrator;
provided, however, that the purchase price per share of Common Stock
subject to each Incentive Option shall be not less than the fair market
value of the Common Stock on the date such Incentive Option is granted.
For the purposes of the Plan, the fair market value of the Common Stock
shall be determined in good faith by the Administrator; provided,
however, that (i) if the Common Stock is admitted to quotation on the
National Association of Securities Dealers Automated Quotation System
("NASDAQ") Small-Cap Market on the date the option is granted, the fair
market value shall not be less than the average of the highest bid and
lowest asked prices of the Common Stock on NASDAQ reported for such
date or, if no prices were reported for such date, for the last date
preceding such date for which prices were reported, (ii) if the Common
Stock is admitted to trading on a national securities exchange or the
NASDAQ National Market on the date the option is granted, the fair
market value shall not be less than the closing price reported for the
Common Stock on such exchange or system for such date or, if no sales
were reported for such date, for the last date preceding such date for
which a sale was reported, and (iii) the fair market value of the
Common Stock on the effective date of the registration statement for
the Company's initial public offering shall be the initial offering
price.
(d) Rights of Optionees. No Optionee shall be deemed for any
purpose to be the owner of any shares of Common Stock subject to any
option unless and until (i) the option shall have been exercised
pursuant to the terms thereof, (ii) all requirements under applicable
law and regulations shall have been complied with to the satisfaction
of the Company, (iii) the Company shall have issued and delivered the
shares to the Optionee, and (iv) the Optionee's name shall have been
entered as a stockholder of record on the books of the Company.
Thereupon, the Optionee shall have full voting, dividend and other
ownership rights with respect to such shares of Common Stock.
(e) Transfer. No option granted hereunder shall be
transferable by the Optionee other than by will or by the laws of
descent and distribution, and such option may be exercised during the
Optionee's lifetime only by the Optionee, or his or her guardian or
legal representative. Notwithstanding the foregoing, the Administrator
may permit an optionee to transfer, without consideration for the
transfer, a
<PAGE> 6
Nonqualified Option to members of his immediate family, to trusts for
the benefit of such family members, to partnerships in which such
family members are the only partners, or to charitable organizations,
provided that the transferee agrees in writing with the Company to be
bound by all of the terms and conditions of this Plan and the
applicable option agreement.
(f) Minimum Shares Exercisable. Option agreements may in the
discretion of the Administrator set forth a minimum number of shares
with respect to which an option may be exercised at any one time.
6. METHOD OF EXERCISE; PAYMENT OF PURCHASE PRICE
(a) Any option granted under the Plan may be exercised by the
Optionee in whole or in part by delivering to the Company on any
business day a written notice specifying the number of shares of Common
Stock the Optionee then desires to purchase (the "Notice").
(b) Payment for the shares of Common Stock purchased pursuant
to the exercise of an option shall be made either: (i) in cash, or by
certified or bank check or other payment acceptable to the Company,
equal to the option exercise price for the number of shares specified
in the Notice (the "Total Option Price"); (ii) if authorized by the
applicable option agreement and if permitted by law, by delivery of
shares of Common Stock that the optionee may freely transfer having a
fair market value, determined by reference to the provisions of Section
5(c) hereof, equal to or less than the Total Option Price, plus cash in
an amount equal to the excess, if any, of the Total Option Price over
the fair market value of such shares of Common Stock; or (iii) by the
Optionee delivering the Notice to the Company together with irrevocable
instructions to a broker to promptly deliver the Total Option Price to
the Company in cash or by other method of payment acceptable to the
Company; provided, however, that the Optionee and the broker shall
comply with such procedures and enter into such agreements of indemnity
or other agreements as the Company shall prescribe as a condition of
payment under this clause (iii).
(c) The delivery of certificates representing shares of Common
Stock to be purchased pursuant to the exercise of an option will be
contingent upon the Company's receipt of the Total Option Price and of
any written representations from the Optionee required by the
Administrator, and the fulfillment of any other requirements contained
in the option agreement or applicable provisions of law (including
payment of any amount required to be withheld by the Company pursuant
to applicable law).
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7. ADJUSTMENT UPON CHANGES IN CAPITALIZATION
(a) If the shares of the Company's Common Stock as a whole are
increased, decreased, changed into or exchanged for a different number
or kind of shares or securities of the Company, whether through
reorganization, recapitalization, reclassification, stock dividend,
stock split, combination of shares, exchange of shares, change in
corporate structure or the like, an appropriate and proportionate
adjustment shall be made in the number and kind of shares subject to
the Plan, and in the number, kind, and per share exercise price of
shares subject to unexercised options or portions thereof granted prior
to any such change. In the event of any such adjustment in an
outstanding option, the Optionee thereafter shall have the right to
purchase the number of shares under such option at the per share price,
as so adjusted, which the Optionee could purchase at the total purchase
price applicable to the option immediately prior to such adjustment.
(b) Adjustments under this Section 7 shall be determined by
the Administrator and such determinations shall be conclusive. The
Administrator shall have the discretion and power in any such event to
determine and to make effective provision for acceleration of the time
or times at which any option or portion thereof shall become
exercisable. No fractional shares of Common Stock shall be issued under
the Plan on account of any adjustment specified above.
8. EFFECT OF CERTAIN TRANSACTIONS
In the case of (i) the dissolution or liquidation of the Company, (ii)
a reorganization, merger, consolidation or other business combination in which
the Company is acquired by another entity (other than a holding company formed
by the Company) or in which the Company is not the surviving entity, or (iii)
the sale of greater than 50% of the fair market value of the assets of the
Company to another entity, the Plan and the options issued hereunder shall
terminate upon the effectiveness of any such transaction or event, unless
provision is made in connection with such transaction for the assumption of
options theretofore granted, or the substitution for such options of new options
of the successor entity or parent thereof, with appropriate adjustment as to the
number and kind of shares and the per share exercise prices, as provided in
Section 7. In the event of such termination, all outstanding options shall be
exercisable in full for at least fifteen days prior to the date of such
termination whether or not otherwise exercisable during such period.
9. TAX WITHHOLDING
(a) Payment by Optionee. Each Optionee shall, no later than
the date as of which the value of any option granted hereunder or of
any Common Stock issued upon the exercise of such option first becomes
includible in the gross income of the Optionee for federal income tax
purposes (the "Tax Date"), pay to the Company, or make
<PAGE> 8
arrangements satisfactory to the Administrator regarding payment of any
federal, state, or local taxes of any kind required by law to be
withheld with respect to such income. In the event that an Optionee has
not made the arrangements described in this Section 9(a) and has not
made an election under Section 9(b) on or before the Tax Date, the
Company is hereby authorized to withhold the amount of any federal,
state or local taxes of any kind required by law with respect to such
income from any payment otherwise due to the Optionee.
(b) Payment in Shares. Subject to approval by the
Administrator, an Optionee may elect to have such tax withholding
obligation satisfied, in whole or in part, by (i) authorizing the
Company to withhold from shares of Common Stock to be issued pursuant
to an option exercise a number of shares with an aggregate fair market
value (determined by the Administrator in accordance with Section 5(c)
as of the date the withholding is effected) that would satisfy the
withholding amount due, or (ii) transferring to the Company shares of
Common Stock owned by the Optionee with an aggregate fair market value
(determined by the Administrator in accordance with Section 5(c) as of
the date the withholding is effected) that would satisfy the
withholding amount due.
10. AMENDMENT OF THE PLAN
The Board of Directors may discontinue the Plan or amend the Plan at
any time, and from time to time, subject to any required regulatory approval,
provided that any such amendment is also approved by the stockholders of the
Company if it would materially increase the benefits accruing to Optionees under
the Plan, or to the extent required by the Code to ensure that Incentive Options
granted under the Plan are qualified under Section 422 of the Code or if
determined by the Administrator to be necessary or advisable for purposes of the
Act or otherwise. Except as otherwise provided, an amendment shall be binding
upon options previously granted under the Plan unless the amendment adversely
affects the rights of an Optionee, in which event the consent of the Optionee
shall be required with respect to any portion of such amendment having such
effect.
11. NONEXCLUSIVITY OF THE PLAN
Neither the adoption of the Plan by the Board of Directors nor the
submission of the Plan to the stockholders of the Company for approval shall be
construed as creating any limitations on the power of the Board of Directors to
adopt such other incentive arrangements as it may deem desirable, including,
without limitation, the granting of stock or stock options otherwise than under
the Plan, and such arrangements may be either applicable generally or only in
specific cases. Neither the Plan nor any option granted hereunder shall be
deemed to confer upon any employee any right to continued employment with the
Company.
<PAGE> 9
12. GOVERNMENT AND OTHER REGULATIONS; GOVERNING LAW
(a) The obligation of the Company to sell and deliver shares
of Common Stock with respect to options granted under the Plan shall be
subject to all applicable laws, rules and regulations, including all
applicable federal and state securities laws, and the obtaining of all
such approvals by governmental agencies as may be deemed necessary or
appropriate by the Administrator.
(b) The Plan shall be governed by Delaware law, except to the
extent that such law is preempted by federal law.
13. EFFECTIVE DATE OF THE PLAN; STOCKHOLDER APPROVAL
The Plan shall become effective upon the date that it is approved by
the Board of Directors of the Company; provided, however, that the Plan shall be
subject to the approval of the Company's stockholders in accordance with
applicable laws and regulations within twelve months of such effective date. No
options granted under the Plan prior to such stockholder approval may be
exercised until such approval has been obtained. No options may be granted under
the Plan after the tenth anniversary of the effective date of the Plan.
* * *
APPROVED BY BOARD OF DIRECTORS: DECEMBER 12, 1995
APPROVED BY STOCKHOLDERS: JANUARY 15, 1996
AMENDED BY THE BOARD OF DIRECTORS: FEBRUARY 26, 1997
