UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A-1
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH 31, 2000
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[ ] 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 0-29416
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UNIFAB International, Inc.
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(Exact name of registrant as specified in its charter)
Louisiana 72-1382998
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
5007 Port Road
New Iberia, LA 70562
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(Address of principal executive (Zip Code)
offices)
(337) 367-8291
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(Registrant'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, $0.01 par value per share
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes _X_ No__
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K. ____
The aggregate market value of the voting stock held by nonaffiliates of
the registrant at July 1, 2000 was approximately $37.5 million.
The number of shares of the registrant's common stock, $0.01 par value
per share, outstanding at July 1, 2000 was 6,845,701.
DOCUMENTS INCORPORATED BY REFERENCE
None
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
IDENTIFICATION
The following table sets forth as of July 1, 2000, for each of our
directors and each of our executive officers, the age, position, and
principal occupation and employment during the past five years of each
such person and, if a director, each person's directorships in other
public corporations and the year that he was first elected a director of
our company or its predecessor. All executive officers serve at the
pleasure of our board of directors.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND DIRECTORSHIPS IN DIRECTOR
NAME AND AGE OTHER PUBLIC CORPORATIONS SINCE
------------ ----------------------------------------- -----
<S> <C> <C>
Dailey J. Berard, 70 .............. Mr. Berard is the founder of our company. Mr. Berard 1980
serves as our Chairman of the Board, President and
Chief Executive Officer.
Charles E. Broussard, 75 .......... Mr. Broussard is a director of our company. Mr. 1980
Broussard is also Chairman of the Board and Chief
Executive Officer of Flying J. Ranch, Inc., a
Louisiana cattle and rice farm.
Vincent J. Cuevas, 52 ............. Mr. Cuevas serves as a Vice President of our company. N/A
He also serves as President of our subsidiary, Allen
Process Systems, L.L.C. (formerly, Allen Tank, Inc.),
which he founded in 1988 and we purchased in 1998.
William A. Hines, 63 .............. Mr. Hines is a director of our company. Mr. Hines is 1998
also Chairman of the Board and President of Nassau
Holding Corporation, a manufacturer of couplings for
oilfield tubular goods and distributor of oilfield
tubular goods, and a director of Whitney Holding
Corporation, a regional bank holding company.
Philip J. Patout, 52 .............. Mr. Patout serves as a Vice President of our company. N/A
He also serves as President of our subsidiary, Oil
Barges, Inc., which he co-founded in 1994 and we
purchased in 1999.
Peter J. Roman, 49 ................ Mr. Roman serves as our Vice President, Chief N/A
Financial Officer, and Secretary. Mr. Roman was a
senior manager of Ernst & Young LLP, independent
public accountants, until 1997.
Perry Segura, 70 .................. Mr. Segura is a director of our company. Mr. Segura 1980
is an architect and real estate developer. Mr.
Segura has served as Chairman of the Board of
Supervisors of Louisiana State University since 1997
and was its Vice Chairman from 1996 to 1997.
George C. Yax, 59 ................. Mr. Yax is a director of our company. Mr. Yax was a 1997
co-founder of Ceanic Corporation (formerly, American
Oilfield Divers, Inc.), a provider of subsea products
and services to the offshore oil and gas industry,
and served as its Chairman of the Board until its
sale in August, 1998.
</TABLE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our
directors and executive officers and the beneficial owners of more than
10% of our common stock to file certain beneficial ownership reports with
the Securities and Exchange Commission. Mr. Berard, our chief executive
officer and a director of our company, failed to report timely one
transaction on a statement on Form 4 in fiscal 2000; it was reported late
on a statement on Form 4 filed in fiscal 2000. Mr. Yax, a director of
our company, failed to report timely two transactions on two statements
on Form 4 in fiscal 1999 or on a statement on Form 5 for fiscal 1999 and
failed to report timely a third transaction on Form 5 for fiscal 1999;
all three transactions were reported late on a statement on Form 4 filed
in fiscal 2000.
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<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
EXECUTIVE OFFICER COMPENSATION
The following table provides you with information about the compensation
we paid in fiscal 2000, 1999, and 1998 to our chief executive officer and
our other executive officer whose individual salary and bonus for fiscal
2000 exceeded $100,000 in the aggregate (collectively, the "Named
Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION SECURITIES
FISCAL ------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS(#) COMPENSATION(1)
--------------------------- ---- ------ ----- ---------- ---------------
<S> <C> <C> <C> <C> <C>
Dailey J. Berard 2000 $180,000 0 0 $3,600
President and Chief Executive Officer 1999 180,000 75,600 30,000 3,600
1998 206,681 429,120 65,000 8,276
Vincent J. Cuevas(2) 2000 130,330 0 0 3,760
Vice President 1999 83,433 0 15,000 2,498
</TABLE>
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(1) Comprised of our contributions to our 401(k) Plan and interest, at the
prime rate as quoted by the Chase Manhattan Bank from time to time,
earned on deferred bonus compensation:
<TABLE>
<CAPTION>
INTEREST ON DEFERRED
NAME FISCAL YEAR PLAN CONTRIBUTIONS COMPENSATION
---- ----------- ------------------ --------------------
<S> <C> <C> <C>
Dailey J. Berard ..... 2000 $3,600 $ 0
1999 3,600 0
1998 3,219 5,057
Vincent J. Cuevas .... 2000 3,760 0
1999 2,498 0
</TABLE>
(2) Mr. Cuevas began employment with us in July, 1998.
OUTSTANDING EXECUTIVE OFFICER STOCK OPTIONS
The following table provides you with information about all outstanding
stock options held by each of the Named Executive Officers as of March
31, 2000. None of our Named Executive Officers exercised stock options
in fiscal 2000.
AGGREGATED OPTIONS AS OF MARCH 31, 2000
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT 3/31/00 (#) AT 3/31/00(1)
----------------------------------------------------
EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
------------------------- -------------------------
<S> <C> <C>
Dailey J. Berard .............. 85,000/10,000 $10,000/$5,000
Vincent J. Cuevas ............. 10,000/ 5,000 5,000/ 2,500
</TABLE>
(1) Based on the difference between the closing sales price of our common
stock of $8.00 on March 31, 2000, as reported by the Nasdaq National
Market and the exercise price of such options.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the last fiscal year, Messrs. Broussard and Yax served on our
compensation committee. No member has ever served as an officer or
employee of our company or any of our subsidiaries. In fiscal 2000,
3
<PAGE>
none of our executive officers served as a director or member of the
compensation committee of another entity, any of whose executive officers
served on our board of directors or on our compensation committee.
DIRECTOR COMPENSATION
Each director who is not also an employee of the company receives an
annual fee of $12,000 for his services as a director. We reimburse all
directors for reasonable out-of-pocket expenses incurred in attending
board and committee meetings.
In addition, in each year during which our long-term incentive plan is
in effect and a sufficient number of shares are available under the plan,
on the day of each annual meeting of shareholders, each non-employee
director will receive an option to purchase no more than 2,500 shares of
common stock at an exercise price equal to the fair market value of our
common stock on such date. The compensation committee determines the
exact number of shares subject to the option. Each stock option will
become fully exercisable on the date of its grant and will expire ten
years from the date of grant, unless the non-employee director ceases to
be a director. In that case, the exercise period will be shortened. In
accordance with this arrangement, on September 16, 1999, we granted each
non-employee director an option to buy 2,500 shares of our common stock
at an exercise price of $8.70, the fair market value of our common stock
on that date.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of July 1, 2000, certain
information regarding beneficial ownership of our common stock by (1)
each of our directors as of that date, (2) each of our Named Executive
Officers as of that date, and (3) all of our directors and executive
officers as a group. Unless otherwise indicated, we believe that the
shareholders listed below have sole investment and voting power with
respect to their shares based on information furnished to us by them.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) OUTSTANDING COMMON STOCK
-------------------------- -------------------- ------------------------
<S> <C> <C>
Dailey J. Berard ................................................ 515,386(2) 7.4%
Charles E. Broussard ............................................ 419,434(3) 6.1%
Vincent J. Cuevas ............................................... 73,012 1.1%
William A. Hines ................................................ 705,000 10.3%
Philip J. Patout ................................................ 233,259 3.4%
Perry Segura ................................................... 456,977(4) 6.7%
George C. Yax ................................................... 17,500 *
All directors and executive officers as a group (8 persons) .... 2,439,442 34.9%
</TABLE>
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* Less than one percent.
(1) Includes shares that could be acquired within sixty days after July 1,
2000, upon the exercise of options granted pursuant to our stock
option plan, as follows: Mr. Berard, 85,000 shares; Mr. Broussard,
7,500 shares; Mr. Cuevas, 10,000 shares; Mr. Hines, 5,000 shares; Mr.
Segura, 7,500 shares; Mr. Yax, 7,500 shares; all directors and
executive officers as a group (7 persons), 139,833 shares.
(2) Includes 15,700 shares owned by Mr. Berard's spouse. His address is
c/o UNIFAB International, Inc., 5007 Port Road, New Iberia,
Louisiana, 70562.
(3) Includes 151,900 shares owned by a company controlled by Mr.
Broussard, 254,534 shares owned by a limited liability company
controlled by Mr. Broussard and 500 shares owned by his spouse. His
address is 23604 South Louisiana Highway 82, Kaplan, Louisiana 70548.
(4) Includes 373,591 shares owned by a company controlled by Mr. Segura.
His address is 712 Darby Lane, New Iberia, Louisiana 70560.
4
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In connection with our acquisitions in July, 1998, of all the capital
stock of Allen Tank, Inc. and LATOKA USA, Inc. by means of mergers of
those corporations into two of our subsidiaries, we granted to each of
the Allen Tank, Inc. and LATOKA USA, Inc. shareholders, including William
A. Hines, who became one of our directors, and Vincent J. Cuevas, who
subsequently became one of our executive officers, a one-time limited
right to include all or a portion of his shares of our common stock in a
registration statement otherwise being filed by us to register the sale
of our common stock under the Securities Act of 1933. We have agreed to
pay all the expenses of any such registration, other than underwriting
fees, discounts and commissions. In addition, we granted Mr. Hines a
one-time limited right to require us to register all or a portion of his
shares of common stock under the Securities Act of 1933. Mr. Hines has
agreed to pay all the expenses of such demand registration up to
$200,000, and we have agreed to pay all the expenses, other than
underwriting fees, discounts and commissions, in excess of $200,000. In
consideration of the Allen Tank, Inc. acquisition, Mr. Hines agreed that,
during his initial term as a member of our board of directors (which will
expire in 2000), he will not, without our consent, sell or dispose of any
of his shares of our common stock except in a registered offering in
accordance with his registration rights or by gift to a donee who agrees
to be bound by the same restrictions.
In April, 1999, we acquired (i) all the capital stock of Oil Barges,
Inc. by means of a merger of it with one of our subsidiaries and (ii)
substantially all the assets of Southern Rentals, L.L.C. Philip J.
Patout, who subsequently became one of our executive officers, was a
director and an executive officer of Oil Barges, Inc. and a manager of
Southern Rentals, L.L.C. and owned one-third of the capital stock of Oil
Barges, Inc. and one-third of the membership interests in Southern
Rentals, L.L.C.
Each shareholder of Oil Barges, Inc. received shares of our common
stock for his shares of Oil Barges, Inc. stock upon the merger, and each
member of Southern Rentals, L.L.C. received as a distribution on his
Southern Rentals, L.L.C. interests a pro rata portion of the shares of
our common stock issued to Southern Rentals, L.L.C. upon our purchase of
substantially all of its assets. To secure the indemnifications given us
by the Oil Barges, Inc. shareholders, Southern Rentals, L.L.C., and the
Southern Rentals, L.L.C. members for any breach of their respective
representations, warranties, or agreements made in connection with those
acquisitions, 10% of the shares of our common stock received by the Oil
Barges, Inc. shareholders and the Southern Rentals members were held in
escrow until October, 1999, and another 10% of those shares will remain
in escrow until October, 2000. In exchange for his Oil Barges, Inc.
shares, Mr. Patout obtained 163,251 shares of our common stock, and, as a
distribution on his Southern Rentals, L.L.C. interests, Mr. Patout
received 70,000 shares of our common stock. We determined the
consideration that we paid for the outstanding shares of Oil Barges, Inc.
and substantially all the assets of Southern Rentals, L.L.C. with the
shareholders of Oil Barges, Inc. and the members of Southern Rentals,
L.L.C. in arm's length negotiations.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
Amendment No. 1 to Annual Report on Form 10-K to be signed on its behalf
by the undersigned, thereunto duly authorized, on July 28, 2000.
UNIFAB International, Inc.
(Registrant)
By: /s/ Dailey J. Berard
-------------------------------------
Dailey J. Berard
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Dailey J. Berard Chairman of the Board, President and July 28, 2000
----------------------- Chief Executive Officer
Dailey J. Berard (Principal Executive Officer)
/s/ Peter J. Roman Vice President, July 28, 2000
----------------------- Chief Financial Officer and
Peter J. Roman Secretary
(Principal Financial and
Accounting Officer)
/s/ Charles E. Broussard Director July 28, 2000
------------------------
Charles E. Broussard
/s/ William A. Hines Director July 28, 2000
------------------------
William A. Hines
/s/ Perry Segura Director July 28, 2000
------------------------
Perry Segura
/s/ George C. Yax Director July 28, 2000
-------------------------
George C. Yax
</TABLE>
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