<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE YEAR ENDED DECEMBER 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 0-22583
ORBIT/FR, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 23-2874370
(STATE OR OTHER JURISDICTION (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
506 PRUDENTIAL ROAD, HORSHAM, PA 19044
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(215) 674-5100
(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, PAR VALUE $.01 PER SHARE
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 the registrants knowledge, in definite proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [ ]
The aggregate market value of the voting stock held by non-affiliates
of the Registrant is $25,509,460 (1). As of March 17, 1998, 6,072,973 shares of
common stock $.01 were outstanding.
<PAGE> 2
(1) The aggregate dollar amount of the voting stock set forth equals the
number of shares the Company's common stock outstanding, reduced by the
amount of the common stock held by officers, directors and shareholders
owning in excess of 10% of the Company's common stock, multiplied by
the last reported sales price for the Company's common stock on March
17, 1998. The information provided shall in no way be construed as an
admission that any officer, director, or 10% shareholder in the Company
may or may no be deemed an affiliate of the Company or that he/it is
the beneficial owner of the shares reported as being held by him/it,
and any such inference is hereby disclaimed. The information provided
herein is included solely for record keeping purposes of the Securities
and Exchange Commission.
2
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In accordance with instruction G(3) to Form 10K, ORBIT/FR,Inc. (the
"Company" ) is amending its Annual Report on Form 10-K filed with the Securities
and Exchange Commission on March 31, 1998 to provide information required in
Part III.
3
<PAGE> 4
TABLE OF CONTENTS
PART III
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Item 10. Directors and Executive Officers of the Registrant 5
Item 11. Executive Compensation 7
Item 12. Security Ownership of Certain Beneficial Owners and Management 11
Item 13. Certain Relationships and Related Transactions 12
Signatures 13
</TABLE>
4
<PAGE> 5
PART III
Item 10. Directors and Executive Officers of the Registrant
The following table sets forth certain information regarding the Company's
directors. Information concerning the Company's executive officers and certain
key employees who are not directors is set forth in Item 4.1 of the Annual
Report on Form 10-K previously filed.
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE POSITION SINCE
---- --- -------- -----
<S> <C> <C> <C>
Joseph Aviv 61 Chairman of the Board of Directors 1996
Aryeh Trabelsi 40 President, Chief Executive Officer and Director 1996
Zeev Stein 45 Director 1996
David Ben-Bassat 52 Director 1996
Eric Haskell 51 Director 1997
Shimon Alon 48 Director 1997
</TABLE>
Joseph Aviv has served as Chairman of the Board of Directors of the
Company and its predecessor and of Alchut since March 1996. Since 1994, Mr. Aviv
has been the General Manager of Aviron Engineers Ltd., a holding company located
in Ra'anana, Israel. From April 1992 to July 1994, Mr. Aviv was a member of the
Board of Directors of Alchut. From 1985 to 1994, Mr. Aviv was the Chairman of
the Board of Directors of Paz-Chen, Ltd. a publicly-traded jewelry company
located in Tel-Aviv, Israel.
Aryeh Trabelsi has served as the President and Chief Executive Officer of
the Company and its predecessor since September 1996, and as a Director of the
Company since December 1996. From July 1995 to September 1996, Mr. Trabelsi was
the Senior Vice-President and Chief Executive Officer of Technologies. From 1995
to 1996, in his various capacities, Mr. Trabelsi was responsible for the
worldwide management of Alchut's Microwave Test and Measurement Strategic
Business Unit. From 1991 to 1995, Mr. Trabelsi served as Microwave Test and
Measurement Business and Product Development Manager for Alchut and
Technologies.
Zeev Stein has served as a Director of the Company and its predecessor
since March 1996. Since July 1994, Mr. Stein has served as a Director of Alchut
and since September 1996, Mr. Stein has also served as the Vice-President of
Operations of Alchut. From 1991 to 1996, Mr. Stein was the General Manager of
Stein Special Art, Ltd., located in Ra'anana, Israel. Mr. Stein is the
son-in-law of Mr. Aviv.
David Ben-Bassat has served as a Director of the Company and its
predecessor since December 1996. Since 1995, Mr. Ben-Bassat has been the General
Manager of Radius, Ltd., a radio station located in Rosh Hain, Israel. From 1990
to 1995, Mr. Ben-Bassat was the General Manager of Mascom, Ltd., a
communications company located in Ra'anana, Israel.
Eric Haskell was named a Director in June 1997, and has served as Senior
Vice President, Finance and Administration, Treasurer and Chief Financial
Officer of Systems & Computer Technology Corporation since 1989, a public
company located in Malvern, Pennsylvania that provides information technology
services and administrative application software in the higher education, local
government, utilities and manufacturing/distribution markets.
Shimon Alon was named a Director in June 1997, and has served as
President and Chief Executive Officer of Precise Software Ltd., a private
company in Braintree, Massachusetts since October 1997, which provides tools
that link the production support and application development processes. From
1982 to 1997, Mr. Alon served with Scitex Corporation Ltd. in Herzlia, Israel
in various capacities, with his last position as President of Scitex America
Corp. in Bedford, Massachusetts which sells and supports products used in
graphic arts and digital printing.
BOARD OF DIRECTORS
The Company's Amended and Restated Certificate of Incorporation provides
that the Board of Directors shall consist of not less than three nor more than
thirteen members, the exact number to be fixed and determined from time to time
by the Board. The Company's Board of Directors is presently composed of six
directors. The Board of Directors is elected by the stockholders at the annual
meeting of the stockholders of the Company.
With the exception of Mr. Aviv, directors currently do not receive any
compensation for services on the Board of Directors. The Board of Directors may,
however, establish compensation for, and reimburse the expenses of, the
directors. During the year ended December 31, 1997, Mr. Aviv received fees of
$84,000 for services rendered to the Company. Pursuant to an agreement between
the Company and Mr. Aviv, Mr. Aviv will receive a fee of $7,000 a month for
services to be rendered to the Company.
5
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Under the Company's 1997 Equity Incentive Plan, Mr. Ben-Bassat was
granted an option to purchase 20,000 shares of Common Stock at the Offering
Price. This option will vest annually in four equal increments beginning 24
months after the completion of the Company's initial public offering. Mr.
Haskell and Mr. Alon also have been granted options to purchase 30,000 shares
each of Common Stock at the Offering Price. These options will vest in five
equal increments beginning 12 months after the completion of the offering.
BOARD COMMITTEES
The Board of Directors established an Audit Committee in April 1997 to
review, act on and report to the Board of Directors with respect to various
auditing and accounting matters, including the internal accounting procedures of
the Company and the services provided by the Company's independent public
accountants. This Committee is staffed by Eric Haskell, Shimon Alon and David
Ben-Bassat. The Board of Directors also established a Compensation Committee in
April 1997 to set compensation and bonuses for management. This Committee is
composed of Shimon Alon, Eric Haskell and Zeev Stein.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers, directors, and persons who beneficially own more
than ten percent of a registered class of the Company's Common Stock to file
with the Securities and Exchange Commission ("SEC") initial reports of ownership
and reports of changes in ownership of Common Stock and other equity securities
of the Company. Executive officers, directors and greater than ten percent
shareholders are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, all Section 16(a) filing requirements applicable to the
Company's executive officers, directors and greater than ten percent beneficial
shareholders were complied with during the year ended December 31, 1997.
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<PAGE> 7
Item 11. Executive Compensation
The following table summarizes the compensation earned by the Company's
Officers with compensation in excess of $100,000 for the year ended December 31,
1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
-------------------------------- ------------
Securities
Underlying All Other
Name and Principal Position Year Salary Bonus Options Compensation
- --------------------------- ---- ------ ----- ------- ------------
<S> <C> <C> <C> <C> <C>
Aryeh Trabelsi, President & CEO 1997 $154,216 $44,422 171,000(2) $418 (1)
1996 108,876 15,000 ----- 440 (1)
John Aubin, Vice President, Far Field/RCS 1997 91,998 18,082 20,000 508 (1)
1996 ----- ----- ----- ----
David Farina, Vice President, Nearfield 1997 86,008 17,134 20,000 475 (1)
1996 ----- ----- ----- ----
</TABLE>
- --------
(1) Represents life insurance premiums paid.
(2) All options vested on March 17, 1998
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information concerning stock
options granted under the 1997 Incentive Stock Option Plan during fiscal 1997 to
the executive officers of the Company named in the Summary Compensation Table:
<TABLE>
<CAPTION>
Potential Realized Value
At Assumed Annual
Rates of Stock Price
Appreciation For
Individual Grants Option Term(1)
---------------------------------------------------------------- -------------------------
Percent of
Number of Total Options
Securities Granted to
Underlying Employees Exercise Expiration
Options Granted In Fiscal Year Price Date 5% 10%
--------------- -------------- ----- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
Aryeh Trabelsi 171,000 34.70% $8.25 6/17/07 $887,148 $2,248,308
John Aubin 20,000 4.10% $8.25 6/17/07 $103,760 $262,960
David Farina 20,000 4.10% $8.25 6/17/07 $103,760 $262,960
</TABLE>
(1) Shows the difference between the market value of the Common Stock for
which the option may be exercised, assuming that the market value of
the Common Stock appreciates in value from the date of the grant to the
end of the ten-year option term at annualized rates of 5% and 10%
respectively, less the exercise price of the option. The rates of
appreciation used in this table are prescribed by regulations of the
Securities and Exchange Commission and are not intended to forecast
future appreciation of the market value of the Common Stock.
7
<PAGE> 8
AGGREGATED OPTION EXERCISES IN LAST YEAR AND FISCAL YEAR-END VALUES
The following table sets forth certain information concerning the
number and value of unexercised options held at the end of fiscal 1997 by the
executive officers of the Company named in the Summary Compensation Table.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options at
Acquired on Value Options at Fiscal Year-End Fiscal Year-End(2)
Name Exercise Realized(1) Exercisable/Unexercisable Exercisable/Unexercisable
- ---- -------- ----------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Aryeh Trabelsi -- -- 0/171,000 0/$1,346,625
John Aubin -- -- 0/20,000 0/$157,500
David Farina -- -- 0/20,000 0/$157,500
</TABLE>
(1) No options were exercised by the named executive officers in fiscal
1997.
(2) The last sale price of the Common Stock on December 31, 1997, the last
trading day in fiscal 1997, as reported on the NASDAQ National Market
System was $16.125 per share.
EMPLOYMENT AGREEMENTS
Aryeh Trabelsi. Effective February 15, 1997, the Company entered into
an employment agreement with Aryeh Trabelsi, the President and Chief Executive
Officer of the Company, for an initial term of two years and thereafter
terminable by either the Company or Mr. Trabelsi on 90 days notice. Pursuant to
the terms of Mr. Trabelsi's employment agreement, Mr. Trabelsi is entitled to
receive (i) an annual base salary of $154,216 or such higher amount as the
Company's Board of Directors may determine from time to time, (ii) an annual
cash bonus based on the Company's net income before taxes, excluding any gains
from the sale of securities, and (iii) an annual cash bonus based on the
Company's achievement of specific levels of net income before taxes excluding
capital gains.
Mr. Trabelsi has been granted a stock option to purchase up to 171,000
shares of Common Stock at a per share exercise price equal to the Offering
Price. This option will vest in four equal annual installments beginning 24
months after the completion of the offering.*
Mr. Trabelsi's employment agreement may be terminated by the Company
for cause, which is defined as the material breach of the employment agreement
by Mr. Trabelsi or if Mr. Trabelsi commits a material act of dishonesty or a
material breach of trust or a fiduciary obligation with respect to the Company.
The employment agreement may be terminated by Mr. Trabelsi for good reason,
which includes, among other things, a material breach of the employment
agreement by the Company, the demotion or removal of Mr. Trabelsi, a material
diminishment of Mr. Trabelsi's responsibilities, a reduction in base salary, the
relocation of Mr. Trabelsi's primary place of employment by more than 100 miles
(other than a relocation to Israel after December 1998) without his consent or
any failure of the Company to obtain the assumption of the agreement by any
successor or assign of the Company.
Under the employment agreement, Mr. Trabelsi is subject to certain
non-disclosure, non-solicitation and non-competitive covenants. The employment
agreement provides that during the period of non-competition and
non-solicitation, Mr. Trabelsi will receive his base salary reduced by up to
one-half of any salary received by Mr. Trabelsi from another employer during the
period of non-competition or non-solicitation.
*=this entire option vested on March 17,1998
8
<PAGE> 9
1997 EQUITY INCENTIVE PLAN
On March 17, 1997, the Board of Directors adopted and the Company's
stockholder approved the Company's 1997 Equity Incentive Plan (the "Incentive
Plan"). The purposes of the Incentive Plan are to attract and retain key
employees and certain other persons who are in a position to make significant
contributions to the success of the Company, to reward these employees and other
persons for their contributions, to provide additional incentive to these
employees and other persons to continue making similar contributions and to
further align the interests of these employees and other persons with those of
the Company's stockholders. To achieve these purposes, the Incentive Plan
permits grants of incentive stock options ("ISOs"), options not intended to
qualify as incentive stock options ("Non-ISOs"), stock appreciation rights
("SARs"), restricted and unrestricted stock awards, performance awards, loans
and supplemental cash awards and combinations of the foregoing (all referred to
as "Awards").
The Incentive Plan permits Awards to be granted for a total of 800,000
shares of the Company's Common Stock. Shares issuable under Awards that
terminate unexercised, shares issuable under Awards that are payable in stock or
cash but are paid in cash and shares issued but later forfeited will be
available for future Awards under the Incentive Plan.
All current and future employees of the Company, and other persons who,
in the opinion of the Board of Directors, are in a position to make significant
contributions to the success of the Company, such as consultants and non-
employee directors, are eligible to receive Awards under the Incentive Plan.
The Incentive Plan is administered by the Board of Directors, which
determines, among other things and subject to certain conditions, the persons
eligible to receive Awards, the persons who actually receive Awards, the type of
each Award, the number of shares of Common Stock subject to each Award, the date
of grant, exercise schedule, vesting schedule and other terms and conditions of
each Award, whether to accelerate the exercise or vesting schedule or waive any
other terms or conditions of each Award, whether to amend or cancel an Award and
the form of any instrument used under the Incentive Plan. The Board of Directors
has the right to adopt rules for the administration of the Incentive Plan,
settle all controversies regarding the Incentive Plan or any Award, and construe
and correct defects and omissions in the Incentive Plan or any Award. The
Incentive Plan may be amended, suspended or terminated by the Board of
Directors, subject to certain conditions, provided that stockholder approval
will be required whenever necessary for the Incentive Plan to continue to
satisfy the requirements of certain securities and tax laws, rules and
regulations.
Recipients of stock options under the Incentive Plan will have the
right to purchase shares of Common Stock at an exercise price, during a period
of time and on such other terms and conditions as are determined by the Board of
Directors. For ISOs, the recipient must be an employee, the exercise price must
be at least 100% (110% if issued to a 10% or greater stockholder of the Company)
of the fair market value of the Company's Common Stock on the date of grant and
the term cannot exceed ten years (five years if issued to a 10% or greater
stockholder of the Company) from date of grant. If permitted by the Board of
Directors and subject to certain conditions, an option exercise price may be
paid by delivery of shares of the Company's Common Stock that have been
outstanding, a promissory note, a broker's undertaking to promptly deliver the
necessary funds or by a combination of those methods. If permitted by the Board
of Directors, options (other than those granted in tandem with SARs) may be
settled by the Company, paying to the recipient, in cash or shares of Common
Stock (valued at the then fair market value of the Company's Common Stock), an
amount equal to such fair market value minus the exercise price of the option
shares.
SARs may be granted under the Incentive Plan either alone or in tandem
with stock options. Generally, recipients of SARs are entitled to receive, upon
exercise, cash or shares of Common Stock (valued at the then fair market value
of the Company's Common Stock) equal to such fair market value on the date of
exercise minus such fair market value on the date of grant of the shares subject
to the SAR, although certain other measurements also may be used. A SAR granted
in tandem with a stock option is exercisable only if and to the extent that the
option is exercised.
The Incentive Plan provides for restricted and unrestricted stock
awards. Stock awards allow the recipient to acquire shares of the Company's
Common Stock for their par value or any higher price determined by the Board of
Directors. In the case of restricted stock awards, the shares acquired are
subject to a vesting schedule and other possible conditions determined by the
Board of Directors.
The Incentive Plan provides for performance awards entitling the
recipient to receive stock options, stock awards or other types of Awards
conditional upon achieving performance goals determined by the Board of
Directors. Performance goals may involve overall corporate performance,
operating group or business unit performance, personal performance or any other
category of performance determined by the Board of Directors. Financial
performance may be measured by revenue, operating income, net income, earnings
per share, Common Stock price, price-earnings multiple or other financial
factors determined by the Board of Directors.
Under the Incentive Plan, loans or supplemental cash awards may be
granted to recipients of Awards to help defray taxes due as a result of the
Awards. The terms and conditions of loans and supplemental cash awards,
including the interest rate, which may be zero, and whether any loan will be
forgiven, are determined by the Board of Directors.
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<PAGE> 10
Generally, upon termination of a recipient's employment or other
relationship with the Company, stock options and SARs remain exercisable for a
period of three months (one year if termination is due to death or disability)
to the extent that they were exercisable at the time of termination, except as
otherwise agreed between the employee and the Company, unvested shares under
outstanding restricted stock awards vest immediately except in the case of a
voluntary resignation or termination for cause (as defined in the Incentive
Plan). Stock options, SARs and other Awards that are not exercisable at the time
of termination automatically terminate, and payments or benefits under deferred
stock awards, performance awards and supplemental cash awards that are not
irrevocably due at the time of termination are forfeited.
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Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of March 17, 1998 regarding the
beneficial ownership (as defined in regulations issued by the Security and
Exchange Commission) (i) each stockholder known by the Company to be the
beneficial owner of five percent or more of the outstanding Common Stock, (ii)
each director and the executive officer of the Company named in the Summary
Compensation Table individually and (iii) all directors and executive officers
as a group. Except as otherwise indicated in the footnotes below, the Company
believes that each of the beneficial owners of the Common Stock listed in the
table, based on information furnished by such owner, has sole investment and
voting power with respect to such shares. Shares issuable pursuant to the
exercise of stock options are included in the table below if such options are
exercisable within 60 days of the date of this table.
<TABLE>
<CAPTION>
Beneficial Ownership(1)
----------------------
Names and address of Beneficial Owner Number of shares Percentage
- ------------------------------------- ---------------- ----------
<S> <C> <C>
Orbit-Alchut Technologies, Ltd.(2) 3,700,000 60.9%
P.O. Box 3171
Industrial Zone
Netanya 42131
Israel
Joseph Aviv(3) 3,700,000 60.9%
Aryeh Trabelsi(4) 171,000 2.7%
Zeev Stein(5) 3,700,000 60.9%
David Ben-Bassat(6) 3,700,000 60.9%
Eric Haskell(7) -- --
Shimon Alon(8) -- --
All other executive officers
as a group (7 persons)(9) 3,700,000 60.9%
</TABLE>
(1) The securities "beneficially owned" by an individual are determined in
accordance with the definition of "beneficial ownership" set forth in
the regulations of the Securities and Exchange Commission. Accordingly,
they may include securities owned by or for, among others, the spouse
and/or minor children of the individual and any other relative who has
the same home as such individual, as well as other securities as to
which the individual has or shares voting or investment power or has
the right to acquire under outstanding stock options within 60 days
after the date of this table. Beneficial ownership may be disclaimed as
to certain of the securities.
(2) Represents shares beneficially owned after the Company's initial public
offering effective June 17, 1997.
(3) Represents 3,700,000 shares held by Alchut. Mr. Aviv is a director and
44.0% beneficial stockholder of Alchut.
(4) Includes 171,000 shares of Common Stock issuable upon the exercise of
an option granted to Mr. Trabelsi, which option became exercisable on
March 17, 1998.
(5) Represents 3,700,000 shares held by Alchut. Mr. Stein is a director and
42.0% beneficial stockholder of Alchut.
(6) Represents 3,700,000 shares held by Alchut. Mr. Ben-Bassat is a
director of Alchut. Does not include 20,000 shares of Common Stock
issuable upon the exercise of an option granted to Mr. Ben-Bassat
effective upon the completion of the Company's initial public offering
which became effective June 17, 1997, which option becomes exercisable
in four cumulative annual installments commencing 24 months after the
completion of the offering.
(7) Does not include 30,000 share of Common Stock issuable upon the
exercise of an option granted to Mr. Haskell upon his appointment to
the Board of Directors of the Company, which option becomes exercisable
in five cumulative annual installments commencing 12 months after the
date of the grant.
(8) Does not include 30,000 share of Common Stock issuable upon the
exercise of an option granted to Mr. Alon upon his appointment to the
Board of Directors of the Company, which option becomes exercisable in
five cumulative annual installments commencing 12 months after the date
of the grant.
(9) Includes the information contained in the notes above, as applicable.
Does not include 81,000 shares of Common Stock issuable upon the
exercise of options to be granted to the three other executive officers
effective upon the completion of the Company's initial public offering
which became effective June 17, 1997, which options become exercisable
in four cumulative annual installments commencing 24 months after the
completion of the offering.
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Item 13. Certain Relationships and Related Transactions
Engineering and the Parent have an agreement, whereby Engineering
purchases from the Parent electrical and mechanical production services.
Engineering pays the Parent for these services based upon a rate of cost plus
5%, totalling approximately $1,677,000 for the year ended December 31, 1997. In
addition, the Parent provided other administrative services, including but not
limited to, bookkeeping, computer, legal, accounting, cost management,
information systems, and production support, which amounted to $360,000 in
1997. These agreements are to be evaluated on an annual basis.
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ORBIT/FR, INC.
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.
ORBIT/FR, INC.
------------------------------------------
Registrant
Date: April 30, 1998
By: /s/ ARYEH TRABELSI
------------------------------------------
President and Chief Executive Officer
(Principal Executive Officer)
13
