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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
( Amendment No. 2)
ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
For the fiscal year ended October 3, 1998 Commission file number 0-22799
BEI TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 94-3274498
- ------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Post Street, Suite 2500
San Francisco, California 94104
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(Address of principal executive offices) (Zip code)
(415) 956-4477
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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, $.001 par value
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 proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[ ]
The approximate aggregate market value of the voting stock held by
non-affiliates of the Registrant as of November 27, 1998 was $72,983,150(A). As
of November 27, 1998, 7,396,556 shares of Registrant's Common Stock were
outstanding.
(A) Based upon the closing sale price of the Common Stock on November 27, 1998
as reported on the NASDAQ National Market System. Excludes 1,557,904 shares of
Common Stock held by directors, executive officers and stockholders whose
ownership exceeds ten percent of Common Stock outstanding on November 27, 1998.
Exclusion of shares held by any person should not be construed to indicate that
such person possesses the power, direct or indirect, to direct or cause the
direction of the management or policies of Registrant, or that such person is
controlled by or under common control with Registrant.
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<PAGE>
EXPLANATORY STATEMENT
This Amendment No. 2, filed on Form 10-K/A, to the Company's Form 10-K for
the fiscal year ended October 3, 1998, contains Part III, Items 10, 11,
12 and 13 of the Form 10-K.
TABLE OF CONTENTS
Page
PART III
Item 10. Directors and Executive Officers
of the Registrant 3
Item 11. Executive Compensation 3
Item 12. Security Ownership of Certain Beneficial
Owners and Management 10
Item 13. Certain Relationships and Related Transactions 12
Signatures 13
2
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Certain information with respect to the directors and executive officers
is set forth in Part I of the report on Form 10-K.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), requires the Company's directors and executive
officers, and persons who own more than ten percent of the Company's
Common Stock, to file with the Commission initial reports of ownership and
reports of changes in ownership of Common Stock of the Company. Officers,
directors and greater than ten percent stockholders are required by the
Commission's regulations 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, during the fiscal year ended October 3,
1998, the Company's officers, directors and greater than ten percent
beneficial owners complied with all applicable Section 16(a) filing
requirements.
ITEM 11. EXECUTIVE COMPENSATION
Compensation of Directors
During fiscal 1998, each non-employee director of the Company
received a monthly fee of $1,000. Each non-employee director of the
Company also received a fee of $500 for each Board meeting attended and
for each committee meeting attended by that committee member and a fee of
$250 for each telephone conference Board meeting in which such director
participated. In the fiscal year ended October 3, 1998, the total
compensation paid by the Company to non-employee directors for services as
directors was $71,500. The members of the Board of Directors are eligible
for reimbursement for their expenses incurred in connection with
attendance at Board meetings in accordance with Company policy.
Nonstatutory stock options to purchase 10,735, 42,539 and 10,735 shares
of the Company's Common Stock were issued to Mr. Brooks, Mr. Brown and
Mr. Giroir, respectively, when, as a result of the Distribution and
their agreement to become members of the Technologies' Board of
Directors, they were issued options exercisable for Technologies Common
Stock in exchange for the options exercisable for Electronics Common
Stock they had held prior to the Distribution. The shares subject
to the options have an exercise price of $4.076 per share and were granted
on October 27, 1997. The closing price of the Company's Common Stock
on the Nasdaq National Market System on that day was $11.875. The
vesting provisions and term of the options remained the same as those
issued by Electronics which were exchanged. The shares subject to the
options vest annually over three years. The options expire May 2, 1999.
Compensation of Executive Officers.
Summary of Compensation
The Company was organized under the laws of the state of Delaware on
June 30, 1997 as a wholly-owned subsidiary of BEI Electronics, Inc.,
subsequently renamed BEI Medical Systems Company, Inc. ("Electronics").
The Company began independent operations on September 28, 1997 as a result
of the distribution by Electronics of all of the outstanding stock of the
Company to the stockholders of Electronics (the "Distribution"). For further
information about the Distribution, see the Company's Form 10-12g " General
Form for Registration of Securities", as amended (File No. 0-22799) (the
"Form 10"), the Company's Form 10-K Annual Report for the fiscal year ended
September 27, 1997 (the "10-K") and Note 1 of "Notes to Consolidated
Financial Statements" included in the 10-K.
As noted above, the Company became an independent public company on
September 27, 1997 as a result of the Distribution. Prior to that date,
the businesses of the Company were controlled by Electronics and all
compensation decisions for persons who are now executive officers of the
Company were determined by Electronics.
The following table shows, for the fiscal years ended October 3,
1998, September 27, 1997 and September 28, 1996, compensation awarded or
paid to or earned by the Company's Chief Executive Officer and its four
other most highly compensated executive officers (the "Named Executive
Officers") for services rendered by them as executive officers of
Technologies in the fiscal year ended October 3, 1998 and of Electronics
in the fiscal years ended September 27, 1997 and September 28, 1996. The
Named Executive Officers held positions with Electronics in fiscal years
1997 and 1996 which were comparable in scope and responsibility to those
held in the Company at the end of fiscal 1998. The Named Executive
3
<PAGE>
Officers did not earn compensation from the Company in fiscal 1997 and the
Company did not exist in fiscal 1996. The amounts reported below for
fiscal 1997 and 1996 were earned by the individuals for services rendered
to Electronics in those years and were paid by that entity.
4
<PAGE>
<TABLE>
Summary Compensation Table
<CAPTION>
Long Term
Annual Compensation
Compensation(l) Awards
Restricted Securities
Stock All Other Underlying
Name and Salary(2) Bonus Awards(3) Compensation(4) Options
Principal Position Year ($) ($) ($) ($) (#)
<S> <C> <C> <C> <C> <C> <C>
Mr. Charles Crocker 1998 341,725 40,000 0 6,158 0
Chairman of the Board, 1997 341,400 50,000 0 4,707 0
President and Chief 1996 260,775 35,000 0 3,252 0
Executive Officer
Mr. Gary D. Wrench 1998 298,020 40,000 0 6,158 62,696
Senior Vice President and 1997 282,000 80,000 63,750 5,102 0
Chief Financial Officer 1996 264,000 35,000 48,750 4,370 0
Dr. Asad M. Madni 1998 303,406 40,000 120,000 6,240 21,472
Vice President 1997 290,239 65,000 315,000 5,823 0
President, BEI Sensors & 1996 239,312 95,000 65,000 5,488 0
Systems Company, Inc.
Dr. Lawrence A. Wan 1998 244,922 13,500 84,000 8,840 0
Vice President, 1997 217,043 33,000 53,125 8,463 0
Corporate Technology 1996 190,922 45,000 26,000 7,792 0
Mr. Robert R. Corr 1998 167,400 20,000 60,000 5,609 6,441
Secretary, Treasurer 1997 159,600 45,000 31,875 4,400 0
and Controller 1996 149,600 16,000 13,000 3,681 0
</TABLE>
(1) As permitted by rules promulgated by the Commission, no amounts are
shown for "Other Annual Compensation" because no Named Executive
Officer received "perquisites" in an amount exceeding the lesser of
10 % of bonus plus salary or $50,000.
(2) Includes annual cash payments designated as automobile allowances,
which did not exceed $12,000 for any individual in any year; also
includes amounts earned but deferred at the election of the Named
Executive Officer pursuant to the Company's Deferred Compensation
Plan, and includes $31,550 of accrued vacation pay deferred by Dr.
Madni.
(3) Represents the dollar value of shares awarded, calculated by
multiplying the market value based on the closing sales price on the
date of grant by the number of shares awarded. As a result of the
Distribution each holder of restricted stock granted under
Electronics' 1992 Restricted Stock Plan ("Electronics Restricted
Stock") received vested and unvested shares of the Company's Common
Stock in amounts equal to the number of vested and unvested shares
of Electronics Restricted Stock held by such holder on the record
date for the Distribution. At October 3, 1998, the aggregate
holdings and value of restricted stock held by the Named Executive
Officers (based on the number of shares held at fiscal year-end
multiplied by the closing sales price of the Company's Common Stock
as reported on the Nasdaq National Market on October 2, 1998) was as
follows: Mr. Wrench, 13,868 shares, valued at $104,000; Dr. Madni,
70,267 shares, valued at $527,003; Dr. Wan, 26,250 shares, valued
at $196,875; Mr. Corr, 17,200 shares, valued at $129,000. The
restrictions on awards of restricted stock lapse with respect to 15%
of the total number of shares per year on the first, second, third,
fourth and fifth anniversaries of the date of grant and with respect
to the remaining shares subject to such award on the sixth
5
<PAGE>
anniversary of the date of grant. Dividends are paid on shares of
restricted stock when, as and if the Board declares dividends on the
Common Stock of the Company.
(4) Includes $4,800, $4,800, $3,559, $4,222, and $4,774 paid in fiscal
1998 to Messrs. Crocker, Wrench, Madni, Wan and Corr, respectively,
and $3,253, $3,648, $3,675, $3,884 and $3,549 paid in fiscal 1997
and $2,078, $3,000, $2,999, $3,164 and $2,988 paid in fiscal 1996 to
Messrs. Crocker, Wrench, Madni, Wan and Corr, respectively, as a
normal contribution pursuant to the Company's Retirement Savings
Plan. The remaining sum for each Named Executive Officer is
attributable to premiums paid by the Company for group term life
insurance.
Stock Option Grants and Exercises
The Company granted options to its executive officers and key
employees under the 1997 Equity Incentive Plan. In connection with the
Distribution, holders of options to purchase Common Stock of Electronics
that were not exercised prior to the Distribution had such options
converted to vested and unvested incentive stock options and nonstatutory
stock options, as appropriate, to purchase the Company's Common Stock
issued under the 1997 Equity Incentive Plan. The number of shares of the
Company's Common Stock subject to options issued in the conversion was
determined by criteria which included the aggregate fair market value of
the option on Electronics' Common Stock immediately prior to the
Distribution and the intent to issue options on the Company's Common Stock
that were not more favorable to the holder than those options held on
Electronics' Common Stock that converted as a result of the Distribution.
For further information, see "The Distribution -- Other Consequences of
the Distribution -- Stock Options" in the Information Statement included
as an exhibit to the Company's Form 10. The Company has not issued any stock
appreciation rights. As of December 31, 1998, options to purchase a total
of 403,059 shares had been granted and were outstanding under the 1997
Equity Incentive Plan and options to purchase 732,000 shares remained
available for grant thereunder. The following tables show, for fiscal
1998, certain information regarding options for the Company's Common Stock
granted to, exercised by, and options held at year-end by the Named Executive
Officers.
<TABLE>
OPTION GRANTS IN FISCAL YEAR 1998
<CAPTION>
Potential Realizable Value at
Number of % of Total Assumed Annual Rates of Stock
Securities Options Market Price Appreciation for Option
Underlying Granted to Price at Term(3)
Options Employees Exercise Date of Expira-
Granted in Fiscal Price Grant tion
Name (#)(1) Year (2) ($/Sh) ($/Sh) Date 0% 5% 10%
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Mr. Crocker 0 -- -- -- -- -- -- --
Mr. Wrench 62,696(4) 22.8% 4.0760 11.875 5/02/99 488,966 528,711 569,913
Dr. Madni 21,472(4) 7.8% 6.7540 11.875 10/01/02 109,958 140,429 177,319
Dr. Wan 0 -- -- -- -- -- -- --
Mr. Corr 6,441(4) 2.3% 7.9180 11.875 5/15/01 25,487 30,434 36,060
</TABLE>
(1) Options generally vest annually over a 3-year period. The options will
fully vest upon a change in control, as defined in the Company's 1997 Plan.
(2) Based upon options to purchase 275,436 shares issued to employees in
fiscal year 1998. Does not include 64,009 options issued to directors in
fiscal year 1998.
(3) The potential realizable value is based on the term of the option at
its time of grant. It is calculated by assuming that the stock price on
the date of grant appreciates at the indicated rate, compounded annually
for the entire term of the option and the option is exercised solely on
the last day of its term for the appreciated price. These amounts
represent certain assumed rates of appreciation less the exercise price,
in accordance with the rules of the SEC, and do not reflect the Company's
estimate or projection of future stock price performance. Actual gains,
if any, are dependent on the actual future performance of the Company's
Common Stock and no gain to the optionee is possible unless the stock
price increases over the option term, which will benefit all stockholders.
(4) In connection with the Distribution, the Company issued options to
purchase a total of 339,445 shares of the Company's Common Stock in
exchange for options to purchase shares of Electronics Common Stock
that were outstanding at the time. The new options issued by the
Company were priced based upon a conversion factor that reflected the
original exercise price of the options issued by Electronics, vest in
accordance with the vesting schedule of the options replaced, and assume
the same expiration date as the original options issued by Electronics.
At the time of the exchange, all of the options issued to the Named
Executive Officers were fully vested.
<TABLE>
Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values
<CAPTION>
Number of Securities Value of Unexercised In-
Shares Underlying Unexercised the-Money Options at
Acquired on Value Options at FY-End (#) FY-End($)
Exercise Realized Exercisable/ Exercisable/
Name (#)(1) ($) Unexercisable(2) Unexercisable(3)
<S> <C> <C> <C> <C>
Mr. Crocker 0 0 0/0 0/0
Mr. Wrench 22,696 338,715 40,000/0 206,960/0
Dr. Madni 21,472 247,142 0/0 0/0
Dr. Wan 0 0 0/0 0/0
Mr. Corr 0 0 6,441/0 8,579/0
</TABLE>
(1) The number of shares of the Company's Common Stock received upon
exercise of underlying options.
(2) Includes both "in-the-money" and "out-of-the-money" options.
(3) The fair market value of the underlying shares of the Company's
Common Stock on October 3, 1998, less
the exercise price.
6
<PAGE>
Management Incentive Bonus Plan
The Company's Board of Directors adopted a Management Incentive
Bonus Plan for fiscal 1998 ("MIB Plan") covering employees of the Company
and Sensors & Systems. On the basis of goals relating to return on
equity, and subject to predetermined limits under the MIB Plan, the
Company's Compensation Committee will, in its discretion, determine a bonus
fund for each company following the end of the year. Based upon
recommendations from management of each company, the Compensation
Committee may, in its discretion, approve individual awards to employees
of the respective companies, subject to final approval by the Company's
Board of Directors.
Incentive awards totaling approximately $461,500 were made with
respect to the Company's fiscal year 1998. The amounts of such incentive
payments to the Named Executive Officers are included in the "Bonus"
column of the "Summary Compensation Table" under "Executive Compensation."
Employment Agreements
The employment arrangements between the Company and Mr. Wrench,
Senior Vice President, Chief Financial Officer and a director of the
Company, provide that if Mr. Wrench is terminated by the Company, he will
receive from the Company his then full-time current salary for 12 months
after such termination.
The employment arrangements between the Company and Dr. Madni,
Vice President of the Company and President of Sensors & Systems, renew
annually on the anniversary date of the agreement. They further provide
that if the Company terminates him without cause or a change in control of
the Company occurs, and he executes a general release of liability, Dr.
Madni will receive from the Company his then current full-time salary and
medical, dental and life insurance benefits for the 12 months following
the termination of his employment, his annual bonus prorated to the date
of termination of his employment and an amount equal to the average of the
bonuses paid Dr. Madni over the prior 3 completed fiscal years. The
employment arrangements include an agreement that Dr. Madni will refrain
from activities of a competitive nature for a period of 2 years after
termination of his employment with the Company.
Executive Change of Control Benefits Agreements
The Company has entered into Executive Change of Control Benefits
Agreements (the "Change of Control Agreements") with Messrs. Crocker,
Corr, Madni, Wan and Wrench. Pursuant to the terms of the Change of
Control Agreements, each executive officer would receive a single payment
equal to the sum of his annual salary and the average of his annual
bonuses for the prior three years upon the occurrence of a voluntary
termination of employment by the employee or an involuntary termination of
employment without cause within 12 months after a change in control of the
Company, as defined in the Change of Control Agreements. In addition, the
Company would pay medical benefits on behalf of the executive officer and
his dependents until the executive officer is again employed, but not
longer than 18 months.
7
<PAGE>
Report of the Compensation Committee of the Board of Directors (1)
The Compensation Committee is composed of Messrs. Brown, Brooks and
Giroir. The Committee is responsible for, among other things, setting the
compensation of executive officers, including any stock based awards to
such individuals under the Company's 1997 Equity Incentive Plan.
Executive Compensation Principles
The Committee seeks to compensate executive officers in a manner
designed to achieve the primary goal of the BEI Technologies, Inc.
stockholders - increased stockholder value. In furtherance of this goal,
the Committee determined a compensation package that took into account
both competitive and performance factors. Annual compensation of
Technologies executives is composed of salary and bonus, an approach
consistent with the compensation programs of most electronics companies.
A substantial portion of the cash compensation of each executive officer
is contingent upon Technologies' performance. Bonuses, therefore, could
be substantial, could vary significantly from year to year, and could vary
significantly among executive officers. The Company's Compensation
Committee continues to follow this approach and to be guided by the same
principles. Stock-based awards also continue to be a part of the
Technologies' executive officers compensation.
Base Salary
The Compensation Committee determined salaries for fiscal 1998 at
its meeting of November 24, 1997, for all executive officers. In adjusting
the base salary of the executive officers, the Committee examined both
competitive and qualitative factors relating to corporate and individual
performance. In connection with its examination of competitive factors,
the Committee reviewed an independent survey of base salaries paid by
other electronics companies of comparable size. In many instances,
assessment of qualitative factors necessarily involved a subjective
assessment by the Committee. In determining salary adjustments for
executive officers for fiscal 1998, the Committee relied primarily on the
evaluation and recommendation of Mr. Crocker of each officer's
responsibilities for fiscal 1998 and performance during fiscal 1997.
Management Incentive Bonus Plan
The Company's Board of Directors adopted a Management Incentive
Bonus Plan (the "MIB Plan") for fiscal 1998 covering employees of the
Company and of Sensors & Systems Company. On the basis of goals relating
to return on equity, and subject to predetermined limits under the MIB
Plan, the Company's Compensation Committee will, in its discretion,
determine a bonus fund for each company following the end of the year.
Based upon recommendations from the management of each company, the
Compensation Committee may, in its discretion, approve awards to employees
of the respective companies, subject to final approval of the Company's
Board of Directors.
Incentive awards totaling $461,500 were made with respect to the
Company's fiscal 1998 year. Of that amount, $153,500 was awarded to the
Named Executive Officers.
Chief Executive Officer Compensation
In general, the factors utilized in determining Mr. Crocker's
compensation were similar to those applied to the other executive officers
in the manner described in the preceding paragraphs; however, a significant
percentage of his potential earnings was and continues to be subject to
consistent, positive, long-term performance of the Company.
Long Term Incentives
The Company intends to use the 1997 Equity Incentive Plan to
further align the interests of stockholders and management by creating
common incentives based on the possession by management of a substantial
economic interest in the long-term appreciation of the Company's stock.
In determining the number of shares of Company common stock to be granted to
an executive officer pursuant to a restricted stock award or subject to a
stock option, the Committee will take into account the officer's position
and level of responsibility with the Company, the officer's existing holdings,
(1)
This Section is not "soliciting material," is not deemed "filed" with the
Commission and is not to be incorporated by reference in any filing of the
Company under the Securities Act of 1933, as amended, or the Exchange Act,
whether made before or after the date hereof and irrespective of any general
incorporation language in any such filing.
8
<PAGE>
the potential reward to the officer if the stock appreciates in the public
market, the incentives to retain the officer's services to the Company, the
competitiveness of the officer's overall compensation arrangements and
the performance of the officer. Based on a review of this mix of
factors for fiscal 1998, the Committee granted incentive stock options to
Mr. Wrench (4,000 shares), Mr. Corr (3,000 shares), Dr. Madni (5,000
shares) and Dr. Wan (3,500 shares). In addition, the Committee awarded
restricted stock grants to Mr. Wrench (4,000 shares), Mr. Corr (3,000
shares), Dr. Madni (5,000 shares) and Dr. Wan (3,500 shares).
Section 162(m) of the Internal Revenue Code (the "Code") limits
the Company to a deduction for federal tax purposes of no more than $1
million of compensation paid to certain Named Executive Officers in a
taxable year. Compensation above $1 million may be deducted if it is
"performance-based compensation" within the meaning of the Code. The
Committee has determined that stock options granted under the Company's
1997 Plan with an exercise price at least equal to the fair market value
of the Company's Common Stock on the date of grant shall be rated as
"performance-based compensation."
George S. Brown Richard M. Brooks C. Joseph Giroir, Jr.
Performance Measurement Comparison(1)
The following graph shows the value of an investment of $100 in cash
on October 8, 1997, the first day of regular way trading on Nasdaq, of
(i) the Company's Common Stock, (ii) the Nasdaq Stock Market Index (U.S.
Companies) and (iii) the Dow Jones Diversified Technology Index. All
values assume reinvestment of the full amount of all dividends and are
calculated as of the last trading day of the applicable calendar quarter(2):
<TABLE>
<CAPTION>
Comparison Of 4 Quarter Cumulative Total Return On Investment
BEI Technologies, Inc.
Proxy Performance Graph
For the Year Ended 10/03/98
(PLOT POINTS CHART OMITTED)
OCTOBER 8, DECEMBER 31, MARCH 30, JUNE 30, SEPTEMBER 30,
(TOTAL RETURN INDEX) 1997 1997 1998 1998 1998
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BEI Technologies, Inc. $100.00 $93.00 $129.00 $146.00 $57.00
NASDAQ U.S. Companies $100.00 $94.00 $110.00 $113.00 $102.00
Dow Jones Diversified Technology $100.00 $91.00 $103.00 $92.00 $76.00
</TABLE>
(1) This Section is not "soliciting material," is not deemed "filed" with the
Commission and is not to be incorporated by reference in any filing of the
Company under the Securities Act or the Exchange Act, whether made before
or after the date hereof and irrespective of any general incorporation
language in any such filing.
(2) The Company operates on a fiscal year ending on the Saturday nearest
September 30. The quarter end dates in the table above do not necessarily
coincide with the Company's fiscal quarter end dates.
9
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
<TABLE>
The following table sets forth certain information regarding the
ownership of the Company's Common Stock as of December 31, 1998 by: (i)
each director; (ii) each of the executive officers named in the Summary
Compensation Table; (iii) all executive officers and directors of the
Company as a group; and (iv) all those known by the Company to be
beneficial owners of more than five percent of its Common Stock.
<CAPTION>
Beneficial
Ownership(1)
Number of Percent of
Beneficial Owner Shares Total(2)
<S> <C> <C>
Mr. Charles Crocker(3) 1,557,904 21.1%
One Post Street
Suite 2500
San Francisco, CA
Hollybank Investments, LP(4) 686,000 9.3%
One Financial Center, Suite 1600
Boston, MA
Brinson Partners, Inc.(5) 611,400 8.3%
209 S. LaSalle Street
Chicago, IL
Dimensional Fund Advisors, Inc.(6) 489,400 6.6%
1299 Ocean Avenue
11th Floor
Santa Monica, CA
Mr. Richard M. Brooks(7) 10,735 *
Mr. George S. Brown(7)(8) 43,667 *
Mr. Robert R. Corr(7)(11) 39,641 *
Mr. C. Joseph Giroir, Jr.(7) 10,735 *
Dr. William G. Howard, Jr.(7) 4,000 *
Dr. Asad M. Madni(7) 80,267 1.1%
Dr. Robert Mehrabian(7) 5,500 *
Dr. Lawrence A. Wan(7) 33,250 *
Mr. Gary D. Wrench(7)(9) 99,468 1.3%
All executive officers and directors
as a group (10 persons)(10) 1,885,167 25.2%
* Less than one percent.
(1) This table is based upon information supplied by officers, directors
and principal stockholders of the Company and upon any Schedules 13D
or 13G filed with the Securities and Exchange Commission (the
"Commission"). Unless otherwise indicated in the footnotes to this
table and subject to community property laws where applicable, the
Company believes that each of the stockholders named in this table
has sole voting and investment power with respect to the shares
indicated as beneficially owned.
(2) Applicable percentages are based on 7,396,329 shares outstanding on
December 31, 1998, adjusted as required by rules promulgated by the
Commission.
(3) Includes 400,000 shares held by Mr. Crocker as trustee for his adult
children, as to which Mr. Crocker disclaims beneficial ownership.
Also includes 54,936 shares held in a trust of which Mr. Crocker
is beneficiary and sole trustee. Mr. Crocker, acting alone, has the
power to vote and dispose of the shares in each of these trusts.
10
<PAGE>
(4) Represents shares held by Hollybank Investments, LP ("Hollybank")
which has the sole power to vote and dispose of the shares held by
it, and includes 52,000 shares held by Dorsey R. Gardner, general
partner of Hollybank, who has the sole power to vote and dispose of
his shares. Mr. Gardner, as general partner of Hollybank, may be
deemed to beneficially own shares held by Hollybank. Except to the
extent of his interest as a limited partner in Hollybank, Mr.
Gardner disclaims such beneficial ownership.
(5) Represents shares held by Brinson Partners, Inc. ("Partners") which
has the sole power to vote and dispose of the shares held by it and
shares held by Brinson Trust Company ("Trust") which has the sole
power to vote and dispose of the shares held by it. Trust is a
wholly-owned subsidiary of Partners which is a wholly-owned
subsidiary of Brinson Holdings, Inc. ("Holdings"). Holdings may be
deemed to share the power to vote and dispose of all shares held by
Partners and Trust, and Partners may be deemed to share the power to
vote and dispose of all shares held by itself or Trust. Therefore,
both Holdings and Partners each may be deemed a beneficial owner of
all the shares held by Partners and Trust.
(6) Represents shares held by Dimensional Fund Advisors, Inc., DFA
Investment Dimensions Group Inc. and The DFA Investment Trust
Company. Officers of Dimensional Fund Advisors, Inc. have sole
power to vote and dispose of shares beneficially owned by it,
including shares held by DFA Investment Dimensions Group Inc. and
The DFA Investment Trust Company.
(7) Includes shares which certain officers and directors have the right
to acquire within 60 days after the date of this table pursuant to
outstanding options as follows: Mr. Brooks, 10,735 shares; Mr.
Brown, 22,539 shares; Mr. Corr, 6,441 shares; Mr. Giroir, 10,735
shares; Mr. Wrench, 40,000 shares; and all executive officers and
directors as a group, 90,450 shares. Also includes shares which
certain officers and directors have the right to vote pursuant to
unvested portions of restricted stock awards as follows: Mr. Corr,
12,159 shares; Dr. Howard, 4,000; Dr. Madni, 50,307 shares; Dr.
Mehrabian, 4,000; Dr. Wan, 17,019 shares; Mr. Wrench, 12,325 shares;
and all executive officers and directors as a group, 99,810 shares.
(8) Includes 21,128 shares held in a revocable trust of which Mr. Brown
and his wife, Mildred S. Brown, are beneficiaries and sole trustees.
Mr. and Mrs. Brown, acting alone, each have the power to vote and
dispose of such shares.
(9) Includes 45,276 shares held in a revocable trust of which Mr. Wrench
and his wife, Jacqueline Wrench, are beneficiaries and sole
trustees. Mr. and Mrs. Wrench, acting alone, each have the power to
vote and dispose of such shares. Also includes 20,743 shares which
Mr. Wrench, acting alone, has power to vote and dispose of.
(10) Includes the shares described in the Notes above.
(11) Includes 15,046 shares held jointly by Mr. Corr and his wife, Wendy
A. Corr. Mr. and Mrs. Corr, acting alone, each have the power to
vote and dispose of such shares.
11
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain Transactions
The Company's By-Laws provide that the Company will indemnify its
directors and executive officers and may indemnify its other officers,
employees and other agents to the extent not prohibited by Delaware law.
Under the Company's By-Laws, indemnified parties are entitled to
indemnification for negligence, gross negligence and otherwise to the
fullest extent permitted by law. The By-Laws also require the Company to
advance litigation expenses in the case of stockholder derivative actions
or other actions, against an undertaking by the indemnified party to repay
such advances if it is ultimately determined that the indemnified party is
not entitled to indemnification.
Compensation Committee Interlocks and Insider Participation
As noted above, the Compensation Committee consists of Messrs.
Brown, Brooks and Giroir. Mr. Brown retired in July 1990 as President of
Electronics and served as a consultant to the Company until June 30, 1997.
Mr. Giroir served as Corporate Secretary of Electronics until February
1995 for which he received no compensation in addition to that received as
director's fees.
12
<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 Report to be
signed on its behalf by the undersigned, thereunto duly authorized.
BEI TECHNOLOGIES, INC.
By: /S/ Robert R. Corr
------------------------
Robert R. Corr
Secretary, Treasurer and
Controller
January 29, 1999
13
<PAGE>
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 dates indicated.
</TABLE>
<TABLE>
<CAPTION>
Signature Title Date
- --------------------------- --------------------------------------- ---------------
<S> <C> <C>
* President, Chief Executive January 29, 1999
- --------------------------- Officer and Chairman of the Board of
(Charles Crocker) Directors (Principal Executive Officer)
* Director January 29, 1999
- ---------------------------
(Richard M. Brooks)
* Director January 29, 1999
- ---------------------------
(George S. Brown)
/s/ Robert R. Corr Secretary, Treasurer & Controller January 29, 1999
- --------------------------- (Principal Accounting Officer)
(Robert R. Corr)
* Director January 29, 1999
- ---------------------------
(C. Joseph Giroir, Jr.)
* Director January 29, 1999
- ---------------------------
(William G. Howard, Jr.)
* Director January 29, 1999
- ---------------------------
(Asad M. Madni)
* Director January 29, 1999
- ---------------------------
(Robert Mehrabian)
/s/ Gary D. Wrench Senior Vice President, Chief January 29, 1999
- --------------------------- Financial Officer and Director
(Gary D. Wrench)
* By: /s/ Gary D. Wrench January 29, 1999
----------------------
(Gary D. Wrench)
ATTORNEY-IN-FACT
</TABLE>
14
<PAGE>
