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 August 31, 1999
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period ____________ to ______________
Commission file number: 0-21679
HERTZ TECHNOLOGY GROUP, INC.
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(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
Delaware 13-3896069
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION IDENTIFICATION NO.)
75 Varick Street. 11th Floor. New York, NY 10013
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Issuer's telephone number, including area code: (212) 634-4000
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, par value $.001 per share
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(Title of Class)
Warrants
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(Title of Class)
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 the 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|
The Registrant's revenues for the fiscal year ended August 31, 1999 were
$6,881,838.
The aggregate market value of the Common Stock of the registrant held by
non-affiliates of the registrant, based on the average of the high and low
prices as quoted on NASDAQ Small Cap on November 29, 1999 was $2,568,679.
As of November 29, 1999 the registrant had a total of 2,129,083 shares of Common
Stock outstanding.
Transitional Small Business Disclosure Format: |_| Yes |X| No
DOCUMENTS INCORPORATED BY REFERENCE
None
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HERTZ TECHNOLOGY GROUP, INC.
AMENDMENT TO THE ANNUAL REPORT ON FORM 10-KSB/A
TABLE OF CONTENTS
Item No. Page
Part III
9. Directors, Executive Officers, Promoters
and Control Persons; compliance with
Section 16(a) of the Exchange Act .................... 3
10. Executive Compensation ............................... 4
11. Security Ownership of Certain Beneficial
Owners and Management ................................ 5
Signatures ............................................................. 7
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Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliant
with Section 16(a) of the Exchange Act.
The directors and executive officers of Hertz Technology Group, Inc. (the
"Company") are as follows:
Director Name Age Position Since
Eli E. Hertz 50 Chairman, President and Chief 1996
Executive Officer; Director
I. Marilyn Hertz 48 Vice Chairperson, Secretary and 1996
Director
Barry J. Goldsammler 46 Senior Vice President, Chief 1997
Financial and Accounting Officer and
Director
Beryl Ackerman 53 Director 1996
Bruce Borner 48 Director 1996
Eli E. Hertz was a co-founder of the Company in 1982. He has a B.S. degree
in Management Science and Economics and an MBA in Accounting Management from
Long island University. Mr. Hertz is the husband of I. Marilyn Hertz.
I. Marilyn Hertz was a co-founder of the Company. She has been a principal
officer of the Company since its formation in 1982. Before becoming a full-time
employee of the Company, Mrs. Hertz was an officer of Citibank in its computer
systems department. Mrs. Hertz is a graduate of Queens College, and for over 12
years, has lectured on micro and mainframe computer programming at Queens
College. Mrs. Hertz is the wife of Eli E. Hertz.
Barry J. Goldsammler joined the Company in 1990 and has served in various
executive positions since then. Before joining the Company he was Vice President
for a sheetmetal fabricator and treasurer and principal financial officer for a
public manufacturing company. Mr. Goldsammler received a B.S. degree in
Accounting from Brooklyn College.
Bruce Borner has, for more than five years, been president of Computer
Projections, a company which is a consultant to, and developer of, a wide range
of information/database systems for diverse industries. Mr. Borner has an MBA
from the Management Development Institute (IMD) in Lausanne, Switzerland founded
by the Harvard Business School.
Beryl Ackerman has since June 1994 been a consultant to Justified Computer
System, a computer consulting firm. Prior thereto, he was a computer specialist
for the New York City Department of Sanitation. He is also a Coordinator for
Computer Systems in the Continuing Education Program at Queens College, and a
lecturer at Baruch College.
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Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
("SEC"). Officers, directors and greater than ten-percent stockholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
To the best of the Company's knowledge, based solely on review of the
copies of such forms furnished to the Company, or written representations that
no other forms were required, the Company believes that all Section 16(a) filing
requirements applicable to its officers and directors were complied with during
1999.
Item 10. Executive Compensation
Remuneration
The following table sets forth the combined remuneration earned during the
last three fiscal years by its Chief Executive Officer and the only other
executive officer that received compensation in excess of $100,000 for services
rendered in all capacities to the Company for its fiscal year ended August 31,
1999.
Awards
-----------------------
Restricted Securities
Name and Principal Stock Underlying
Position Year Salary Bonus Awards($) options(#)
---- -------- ----- ---------- ----------
Eli E. Hertz 1999 $226,731 -- -- 566,667
Chairman, President and 1998 $225,000 -- -- 166,666(2)
Chief Executive Officer 1997 $210,674 -- -- 600,000(2)
Barry J. Goldsammler 1999 $125,710 -- --
Senior Vice President 1998 $122,274 -- $79,725(1) 86,667
1997 $106,680 -- -- 16,666(2)
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(1) Represents market value of 50,000 shares at date of grant
(2) Options cancelled without having been exercised
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Stock Options
The following table shows certain information with respect to the stock
options granted in 1999 to named executive officers. No Options granted have
been exercised.
Percent of
Number of Total Options
Securities Granted to Exercise
Underlying Employees in Price Expiration
Name Option fiscal 1999 ($/Sh) Date
- -------------------- ---------- ------------- -------- -----------
Eli E. Hertz 566,667 51% .85 12/02/03
Barry J. Goldsammler 86,667 8% .85 12/02/03
The above options became exercisable as to 1/3 of each grant on December
3rd of each of three successive years beginning with 1999.
Employment Agreement
The Company has entered into an employment agreement ("Agreement")
effective as of November 12, 1996 with Eli E. Hertz. The term of his employment
will expire on November 11, 2001. The annual salary under the Agreement with Mr.
Hertz is $225,000. His salary can be increased only with the approval of a
disinterested majority of the Board of Directors.
The Agreement provides, among other things, for participation in an
equitable manner in any profit-sharing or retirement, separation and disability
plans for employees or executives and for participation in other employee
benefits applicable to employees and executives of the Company. The Agreement
further provides for the use of an automobile and other fringe benefits
commensurate with his duties and responsibilities. The Agreement with Mr. Hertz
also provides for benefits in the event of retirement, separation and
disability.
Under the Agreement, employment may be terminated by the Company with
cause or by Mr. Hertz with good reason. Termination by the Company without
cause, or by Mr. Hertz for good reason, would subject the Company to liability
for liquidated damages in an amount equal to Mr. Hertz' base salary for the
remaining term of his employment agreement or 12 months, whichever is higher.
Directors' Compensation
Non-Employee Directors are compensated at the rate of $500 per meeting. In
addition, each Non-Employee Director received options to purchase 6,000 shares
of the Company's Common Stock at a price of $.85 per share exercisable as to
one-third of the options granted on the same date in each of three successive
years beginning on the expiration of one year from the granting date. All
options expire on December 2, 2003.
Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information with respect to
beneficial ownership of the Company's Common Stock on December 10, 1999 by (i)
each person who is known by the
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Company to own beneficially more than five percent (5%) of the Company's Common
Stock; (ii) each of the Company's officers and directors; and (iii) all officers
and directors as a group:
Number of Percent of
Name and Address (1) Position with Company Shares Shares
- ----------------------- --------------------- ------------ -----------
Eli E. Hertz Chairman, President
and Chief Executive
Officer; Director 708,652(2) 30.57%(7)
I. Marilyn Hertz Vice Chairperson,
Secretary, Director 576,944(3) 26.54%(7)
Barry J. Goldsammler Senior Vice
President, Principal
Financial Officer,
Chief Accounting
Officer and Director 78,889(4) 3.66%(7)
Beryl Ackerman Director 3,667(5) (8)
Bruce Borner Director 3,800(6) (8)
All Officers and
Directors as a Group
(5 persons) 1,371,952(10) 57.20%(9)
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(1) The address of all the persons listed above is c/o Hertz Technology Group,
Inc. 75 Varick Street, 11th Floor, New York, New York 10013.
(2) Includes 188,890 shares issuable upon exercise of currently exercisable
options at $.85 per share.
(3) Includes 44,444 shares issuable upon exercise of currently exercisable
options at $.85 per share.
(4) Includes 28,889 shares issuable upon exercise of currently exercisable
options at $.85 per share.
(5) Includes 3,667 shares issuable upon exercise of currently exercisable
options at $.85 per share
(6) Includes 3,667 shares issuable upon exercise of currently exercisable
options at $.85 per share.
(7) Assumes that all currently exercisable options by such person have been
exercised.
(8) Less than 1%.
(9) Assumes all currently exercisable options by officers and directors are
exercised.
(10) Includes options that are currently exercisable.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, hereto duly
authorized.
HERTZ TECHNOLOGY GROUP, INC.
By: /s/ Eli E. Hertz
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Eli E. Hertz
Chairman, President and Chief Executive
Officer
Dated: December 28, 1999
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