<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A-1
(AMENDMENT NO. 1)
[ ] ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF
1934 [FEE REQUIRED] FOR THE FISCAL YEAR ENDED __________________
OR
[X] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT
OF 1934.
For the transition period from March 1, 1998 to September 30, 1998.
COMMISSION FILE NO. 1-132963
WESTOWER CORPORATION
(Name of small business issuer in its charter)
WASHINGTON 91-1825860
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7001 NE 40th Ave.
Vancouver, Washington 98661
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (360) 750-9355
SECURITIES REGISTERED UNDER SECTION 12 (b) OF THE EXCHANGE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
____________ ____________
Common Stock, $.01 par value American Stock Exchange
<PAGE>
SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE EXCHANGE ACT:
NONE
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the Company 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 10-KSB, and no disclosure will be
contained, to the best of Company'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. / /
The issuer's revenues for the seven months ended September 30, 1998 were
$32,254,660.
The approximate aggregate market value of voting stock held by non-affiliates,
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of January 19, 1999, was $125,749,000.
The number of shares of common stock outstanding as of January 19, 1999, was
8,254,660.
Purpose of Amendment: to include Items 9, 10, 11 and 12.
PART I
ITEMS 1 THROUGH 4 - Responses to these Items have been previously provided and
therefore have been omitted herein.
PART II
ITEMS 5 AND 8 - Responses to these Items have been previously provided and
therefore have been omitted herein.
ITEMS 6 AND 7 - Responses to these Items will be filed within fifteen days of
the due date of the Form 10-KSB for the seven month transition period ended
September 30, 1998, pursuant to Rule 12b-25 under the Securities Exchange Act of
1934, as amended, and therefore have been omitted herein.
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PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT
DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
The following sets forth the names of the Company's directors and a person
nominated for election as a director at the forthcoming 1999 Annual Meeting of
the Shareholders, their principal occupations during the past five years,
positions with the Company, other directorships and age.
MICHAEL J. ANDERSON, 47, has been a director of the Company since May 1998, when
the Company acquired MJA Communications Corp. ("MJA Communications"), a
corporation engaged in the construction of towers for the wireless
communications industry that was founded and owned primarily by Mr. Anderson.
He has also been Senior Vice President of the Company since that time. Mr.
Anderson founded M.J. Anderson Construction Corporation in 1979 and served as
Chief Executive Officer of that company. M.J. Anderson Construction Corporation
is a multi-state general contractor that designs and builds hotels, medical
facilities and general commercial structures. MJA Communications was founded in
1995. Mr. Anderson received a bachelors degree in construction management from
the University of Florida in 1974.
SETH A. BUECHLEY, 27, has been a director of the Company since August 1998, when
the Company acquired Cord Communications, Inc. ("Cord"), which is engaged in
providing construction and related services to telecommunications companies. He
has also served as vice president to the Company since that time. Mr. Buechley
was a co-founder and Chief Executive Officer of Cord. Mr. Buechley worked at
Cord since 1988 and was instrumental in developing the technical services,
cordcomm electrical and professional services divisions.
RONALD P. ERICKSON, 54, has been a director of the Company since November 1997.
Mr. Erickson is the Chief Executive Officer of eCHARGE Corporation, an Internet
payments company providing technology which allows consumers to charge Internet
purchases to their phone, cable and utility bills. From 1995 to 1998 he was
Chairman and Chief Executive Officer of GlobalTel Resources, Inc., a provider of
telecommunications and networking services in international markets. From 1992
to 1994 he was, variously, Chairman, Vice-Chairman, President and Chief
Executive Officer of Egghead Software, Inc. (now Egghead.com). He was a co-
founder, in 1981, of MicroRim, Inc., a data base software development company.
Previously, he practiced law in Seattle, Washington. Early in his career, Mr.
Erickson worked in public policy at the White House and for the Rockefeller
Commission on Critical Choices. He has been an active investor and member of
the Board of Directors of a number of companies. He currently sits on the
Boards of ITEX Corporation, Upgrade International Inc. and Intrinsyc Software,
Inc. Mr. Erickson has a BA from Central Washington University, an MA from the
University of Washington, and a JD from the University of California, Davis.
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DONALD A. HARRIS, 46, has been a director of the Company since January 1998. Mr.
Harris is currently the Chief Executive Officer of Ubiquitel, LLC, a
telecommunications company organized by Mr. Harris and other investors in 1997.
Prior to joining Ubiquitel, Mr. Harris was President of Comcast Cellular
Communications, Inc. from March 1992 to March 1997. From 1990 to 1992, Mr.
Harris was Vice President of Pactel Cellular, a wireless telecommunications
provider, and General Manager of Pactel's Los Angeles system. Prior to that
time, Mr. Harris was President and Chief Executive Officer of Bay Area Cellular
Telephone Company in San Francisco. Mr. Harris began his career in the cellular
communications industry as a consultant with McKinsey & Company. He is a
graduate of the United States Military Academy at West Point and holds an MBA
from Columbia University.
S. ROY JEFFREY, 51, has been a director of the Company or its predecessor since
1990. He is a co-founder and has been the Chief Operating Officer since 1990.
Prior to founding the Company, Mr. Jeffrey acquired 25 years experience in all
aspects of the supply and installation of communications towers and equipment.
Mr. Jeffrey was employed by a privately held communications company from 1972 to
1990, when he left to co-found the Company. He started as a high steel rigger,
was promoted to field supervisor and then promoted to branch manager, in which
capacity he was responsible for as many as 36 office and field employees. Mr.
Jeffrey supervised or managed the supply and installation of towers in the
United States, Canada, the Caribbean, Australia, and the Middle East. Mr.
Jeffrey has managed all aspects of communications site construction, including
permit applications, surveys, road-building, foundations, and the supply and
installation of buildings, towers, antennas, and transmission lines. Mr.
Jeffrey has extensive experience in rigging tall towers.
PETER LUCAS, 44, has been a director of the Company since April 1997. He has
also served as the Chief Financial Officer since April 1997. From August 1995
to April 1997, Mr. Lucas served as Chief Financial Officer of Cotton Valley
Resources Corporation, a Dallas-based public oil and gas company. From May 1992
to July 1995, he served as Chief Financial Officer of Canmax Inc., a Dallas-
based public company that develops software for gas stations and convenience
stores. Mr. Lucas is a member of the Canadian Institute of Chartered
Accountants. He received his professional training at Coopers & Lybrand, which
he left in 1984 to form his own tax practice. Six years later, Mr. Lucas'
practice merged with Coopers & Lybrand, with whom he was a partner until 1992.
Mr. Lucas passed the AICPA reciprocity examination in 1993 and is experienced in
domestic taxation, accounting and securities matters. He received a bachelor of
commerce degree from the University of Alberta in 1978.
CALVIN J. PAYNE, 46, Chairman of the Board and Chief Executive Officer, has been
a director of the Company or its predecessor since 1990. He is a co-founder and
has been the Chief Executive Officer since 1990. Prior to founding the
Company, Mr. Payne acquired experience in all aspects of the construction of
steel communications towers. He was a construction worker and rigger in 1975, a
field engineer in 1978, a design engineer in 1979, engineering manager in charge
of a tower company's Australian operations in 1983, and Chief Engineer of the
same company's domestic operations in 1988. Mr. Payne has engineered over 600
towers, including a 1470 foot
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tower in Florida designed to withstand hurricane winds. Mr. Payne won a design
award for a steel tower erected on a mountain-top site near the Alaskan-Canadian
border that was completely enclosed in fiberglass to shield the tower and
antenna from wind and ice. Mr. Payne has assisted in the writing of design
standards for communications towers in the United States, Canada, and Australia.
He received a degree in civil engineering from the University of British
Columbia in 1978 and an MBA from the University of Western Australia in 1985.
ROBERT A. SHUEY III, 44, has been a director of the Company since November 1997.
Mr. Shuey is Chief Executive Officer of EuroMed, Inc., the parent company of
Redstone Securities, Inc. From August 1997 to December, 1998 he acted as
Managing Director of Capital Markets for Tejas Securities Group, Inc. From
September 1996 to July 1997, he acted as Managing Director Corporate Finance for
National Securities Corporation; from April 1995 to August 1996, he acted as
Managing Director Corporate Finance for LaJolla Securities Corporation; from
January 1993 to March 1995, he acted as Managing Director Corporate Finance for
National Securities Corporation. Mr. Shuey is a member of the Board of Directors
of EuroMed, Inc., AutoBond Corporation, Transnational Financial Corporation and
BioShield Technologies, Inc. Mr. Shuey is a graduate of Babson College with a
degree in Economics and Finance.
LEONARD M. TANNENBAUM, 27, a principal with LAR Management, Inc., which manages
a $50,000,000 hedge fund, has been nominated for election as a director of the
Company at the forthcoming 1999 Annual Meeting of the Shareholders. He joined
LAR Management, Inc. in April 1997. Prior to that time he was an associate with
Pilgrim Baxter, a mutual fund manager, from June 1996 to April 1997, and an
Assistant Vice President and analyst in the Small Company Group at Merrill Lynch
from 1994 to 1996. Mr. Tannenbaum is a graduate of The Wharton School of The
University of Pennsylvania, where he received a BS (Strategic Management) and an
MBA (Finance). Mr. Tannenbaum is Bruce E. Toll's son-in-law.
BRUCE E. TOLL, 55, has been a director of the Company since December 1998. He
has been Vice Chairman and a director of Toll Brothers, Inc., a homebuilding
company, since October 31, 1998. From 1986 to that date, he was President, Chief
Operating Officer, secretary and a director of Toll Brothers, Inc., and had been
engaged in operations of predecessors of that company since 1967. His principal
occupation since Toll Brothers, Inc.'s inception has been related to various
homebuilding and other real estate related activities. Mr. Toll has the right
to appoint a director of the Company under the terms of the agreement by which
he holds convertible subordinated notes of the Company. See "Certain
Transactions."
Directors of the Company are elected at each Annual Meeting of the Shareholders.
The officers of the Company are elected annually by the Board. Officers and
directors hold office until their respective successors are elected and
qualified or until the earlier of their resignation or removal.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
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Section 16 of the Exchange Act requires the Company's officers, directors, and
holders of 10% or more of its outstanding Common Stock to file certain reports
with the Securities and Exchange Commission. With reference to transactions
during the Transition Period, to the Company's knowledge, based solely on review
of the copies of such reports furnished to the Company, the Company believes
that the following persons failed to file on a timely basis the following
reports required by Section 16(a) of the Exchange Act. In connection with his
election to the Board in August 1998, Mr. Buechley failed to file the Form 3
within 10 days of his election. Bruce E. Toll failed to file the Form 4 on a
timely basis in connection with his purchase of 1,000 shares of Common Stock in
August 1998. Except as otherwise stated herein, to the Company's best
knowledge, based solely on information provided to it by the reporting
individuals, all of the reports required to be filed by these individuals with
respect to the Transition Period have been filed.
ITEM 10. EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY COMPENSATION TABLE
The following table sets forth a summary of the compensation paid by the Company
during its last three fiscal years and for the Transition Period to the chief
executive officer and each of the officers of the Company who served as an
executive officer during the 1998 Fiscal Year or the Transition Period whose
total salary and bonus exceeded $100,000 (the "Named Executive Officers").
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
-------------------
NAME AND NUMBER OF SHARES
PRINCIPAL POSITION PERIOD SALARY BONUS UNDERLYING OPTIONS
- ------------------------- ----------------- --------- -------- ------------------
<S> <C> <C> <C> <C>
Calvin J. Payne Transition Period $ 43,750 - -
Chief Executive Officer
1998 Fiscal Year 75,000 - 98,000
1997 Fiscal Year 75,000 $437,780 -
1996 Fiscal Year 70,000 92,530 -
Peter Lucas Transition Period 70,000 - -
Chief Financial Officer
1998 Fiscal Year 105,000 - 45,000
</TABLE>
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AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR, TRANSITION PERIOD, AND PERIOD
END OPTION VALUES
The following table sets forth information regarding exercised options and the
value of unexercised options held by the Named Executive Officers of the
Company.
<TABLE>
<CAPTION>
Number of Securities
Shares Underlying Unexercised Value of Unexercised In-
Acquired Value Options at Period End the-Money Options
Name on Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
- ----------------- ----------- -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Calvin J. Payne - - Transition Period Transition Period
Chief Executive 32,667 / 65,333 $432,838 / 865,662
Officer
1998 Fiscal Year 1998 Fiscal Year
32,667 / 65,333 $432,838 / 865,662
Peter Lucas - - Transition Period Transition Period
Chief Financial 15,000 / 30,000 $210,000 / 420,000
Officer
1998 Fiscal Year 1998 Fiscal Year
15,000 / 30,000 $210,000 / 420,000
</TABLE>
OPTION GRANTS IN LAST FISCAL YEAR AND TRANSITION PERIOD
The following table sets forth information regarding option grants in the 1998
Fiscal Year and in the Transition Period to the Named Executive Officers of the
Company.
<TABLE>
<CAPTION>
Number of Shares Percent of Total Exercise Price
Name Underlying Option Grant Options Granted $/Share Expiration Date
- ---- ----------------------- ---------------- ------- ---------------
<S> <C> <C> <C> <C>
Calvin J. Payne Transition Period - - -
Chief Executive None
Officer
1998 Fiscal Year
54,000 9.12 $8.25 June 11, 2002
44,000 7.43 $8.25 October 15, 2002
Peter Lucas Transition Period - - -
Chief Financial None
Officer
1998 Fiscal Year
24,000 4.05 $7.50 June 11, 2002
21,000 3.55 $7.50 October 15, 2002
</TABLE>
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COMPENSATION OF DIRECTORS
Directors who are also employees of the Company do not receive any remuneration
in their capacity as directors. Outside directors receive $12,000 annually and
$500 per Board meeting attended. In addition, all of the directors are
reimbursed for their out of pocket expenses for each Board and committee meeting
attended.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
COMMON STOCK OWNERSHIP
The following table sets forth certain information as of December 14, 1998
regarding the beneficial ownership of the Common Stock by: (i) each person known
by the Company to be a beneficial owner of more than 5% of the outstanding
Common Stock; (ii) each director of the Company and the additional nominee to be
a director; (iii) each Named Executive Officer; and (iv) all directors, the
additional nominee and executive officers of the Company as a group. Unless
otherwise indicated, each beneficial owner named below has sole investment and
voting power with respect to the Common Stock shown below as beneficially owned
by him.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES
- ----------------------------------------------------- --------------------------------------------
NUMBER OF SHARES OWNED PERCENTAGE OWNED
-------------------------- ----------------
<S> <C> <C>
DIRECTORS, EXECUTIVE OFFICERS AND NOMINEE
Calvin J. Payne 1,126,167(1) 13.70
7001 N.E. 40th Avenue
Vancouver, WA 98661
S. Roy Jeffrey 1,126,167(2) 13.70
7001 N.E. 40th Avenue
Vancouver, WA 98661
Michael J. Anderson 337,470(3) 4.14
7001 N.E. 40th Avenue
Vancouver, WA 98661
Peter Lucas 30,000(4) *
7001 N.E. 40th Avenue
Vancouver, WA 98661
Ronald P. Erickson 10,000(5) *
7001 N.E. 40th Avenue
Vancouver, WA 98661
Donald A. Harris 11,500(6) *
7001 N.E. 40th Avenue
Vancouver, WA 98661
</TABLE>
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<TABLE>
<CAPTION>
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES
- ----------------------------------------------------- --------------------------------------------
NUMBER OF SHARES OWNED PERCENTAGE OWNED
-------------------------- ----------------
<S> <C> <C>
Robert A. Shuey, III 120,700(7) 1.46
7001 N.E. 40th Avenue
Vancouver, WA 98661
Seth A. Buechley 70,651 *
7001 N.E. 40th Avenue
Vancouver, WA 98661
Leonard M. Tannenbaum 43,100(8) *
7001 N.E. 40th Avenue
Vancouver, WA 98661
Bruce E. Toll 805,281(9) 9.16
3103 Philmont Avenue
Huntingdon Valley, PA 19006
All directors, the additional nominee and executive 3,681,036 40.46
officers as a group (10 persons)
OTHER 5% OWNERS
Gilder, Gagnon, Howe & Co. 703,767(10) 8.64
1775 Broadway, 26th Floor
New York, NY 10019
Peter Jeffrey 878,333(11) 10.72
7001 N.E. 40th Avenue
Vancouver, WA 98661
Tom T. Cunningham 543,950 6.68
1818 Kersten Drive
Houston, TX 77043
</TABLE>
___________
* Less than 1%
(1) Includes the following shares, a monetary interest in which is disclaimed:
66,250 shares held by Mr. Payne's spouse and 925,000 held by the Calvin J.
Payne Family Trust. Also includes 68,667 shares subject to options which
may be exercised within 60 days.
(2) Includes the following shares, a monetary interest in which is disclaimed:
66,250 shares held by Mr. Jeffrey's spouse and 925,000 held by the S. Roy
Jeffrey Family Trust. Also includes 68,667 shares subject to options which
may be exercised within 60 days.
(3) Includes 168,735 shares beneficially owned by Mr. Anderson's spouse.
(4) Comprised entirely of shares subject to options that may be exercised
within 60 days.
(5) Comprised entirely of shares subject to options that may be exercised
within 60 days.
(6) Includes 10,000 shares subject to options that may be exercised within 60
days.
(7) Comprised entirely of shares subject to options and warrants that may be
exercised within 60 days.
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(8) Includes 13,700 shares owned jointly with Mr. Tannenbaum's spouse.
(9) Includes 639,281 shares underlying the senior subordinated convertible
notes and warrants issued to BET Associates, L.P. on June 1, 1998 and
10,000 shares held by The Bruce E. and Robbi S. Toll Foundation.
(10) Includes shares held in customer accounts over which partners and/or
employees of Gilder, Gagnon, Howe & Co. have discretionary power to sell
such shares.
(11) Includes the following shares, a monetary interest in which is disclaimed:
755,000 shares held by Peter Jeffrey Family Trust. Also includes 43,333
shares subject to options which may be exercised within 60 days.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Tejas Securities Group, Inc., of which Robert A. Shuey III was formerly Managing
Director of Capital Markets, was the lead underwriter in connection with the
Company's initial public offering in October 1997 of 1,380,000 units (including
units issued upon exercise of the underwriters' overallotment option), each unit
consisting of one share of Common Stock and one warrant to purchase a share of
Common Stock. The units were issued at a price to the public of $7.50. The
underwriters received underwriting discounts and commissions of $.75 per unit.
In addition, the Company paid the managing underwriters, including Tejas
Securities Group, Inc., a 2% nonaccountable expense allowance and issued
underwriters' warrants exercisable for four years to purchase 120,000 units at
120% of the public offering price.
On October 28, 1997, the Company acquired all of the issued and outstanding
stock of WTC Holdings Inc. ("WTC"), which holds all of the issued and
outstanding shares of Western Telecom Construction Ltd., in exchange for 835,000
shares of the Company's Common Stock. WTC was owned by Peter Jeffrey.
Approximately $555,437 of the proceeds of the Company's initial public offering
were used to repay amounts due to Calvin J. Payne and his spouse, a corporation
controlled by S. Roy Jeffrey and another individual. The amount due to Mr. Payne
and his spouse arose when amounts were distributed to them by the Company for
tax planning purposes and then loaned back to the Company in 1993. The amount
due to the corporation controlled by S. Roy Jeffrey was loaned to the Company to
assist the Company in purchasing land in 1993.
Prior to the Company's initial public offering, the Company paid Westower
Consulting, an enterprise under control of the Company, for services provided.
Charges for these services were approximately $126,000 in Fiscal Year 1998 and
$94,000 in Fiscal Year 1997. Amounts due to Westower Consulting were $39,000 at
February 28, 1998. No charges were incurred for such services following the
Company's initial public offering.
During January 1998, the Company advanced $119,000 to a corporation owned by
Messrs. Calvin J. Payne, S. Roy Jeffrey, Peter Jeffrey and Peter Lucas.
Proceeds were used by the borrowing corporation to purchase facilities leased by
one of the Company's newly acquired subsidiaries. The advances were unsecured,
bore no interest and were repaid in full in May 1998.
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The Company acquired MJA Communications on May 31, 1998 in exchange for 397,023
shares of Common Stock of the Company. Michael J. Anderson and his wife were
the principal shareholders of MJA Communications, holding 85% of the outstanding
stock. In connection with the acquisition, the Company entered into an
employment agreement with Mr. Anderson for a three year term ending in May 2001.
Pursuant to the terms of that employment agreement, Mr. Anderson was elected
Senior Vice President of the Company and Chairman and Chief Executive Officer of
MJA Communications. Mr. Anderson is paid a base salary of $150,000 per year and
participates in the Company's bonus pool and stock option plans. Mr. Anderson
also entered into a Registration Rights Agreement with the Company allowing him
to require the Company to register the shares of Common Stock issued in
connection with the acquisition of MJA in certain events.
On June 1, 1998, the Company issued $15,000,000 aggregate principal amount of 7%
Convertible Senior Subordinated Notes due April 30, 2007 and warrants to
purchase 40,000 shares of Common Stock to BET Associates, L.P., of which the
general partner is an entity controlled by Bruce E. Toll. Leonard M. Tannenbaum
is a limited partner of BET Associates, L.P. The purchase price for such notes
and warrants was $14,850,000. The notes are convertible into shares of Common
Stock at $25.03 per share, subject to adjustment in certain events, and the
warrants are exercisable at a price of $23.00 per share, subject to adjustment
in certain events.
The Company acquired Cord on August 31, 1998, in exchange for $5,000,000 in cash
and 217,387 shares of the Company's Common Stock. Up to an additional 347,826
shares of Common Stock may be issued based on the results of Cord for the 12
months ending August 31, 1999. Seth A. Buechley owned approximately 33% of the
stock of Cord. In connection with the acquisition of Cord, the Company entered
into an employment agreement with Mr. Buechley for a two year term ending in
August 2000. Pursuant to the terms of that employment agreement, Mr. Buechley
has been elected Vice President of the Company and Senior Vice President of
Cord. Mr. Buechley is paid a base salary of $120,000 per year and participates
in the Company's bonus pool and stock option plans. Mr. Buechley also entered
into a Registration Rights Agreement with the Company allowing him to require
the Company to register the shares of Common Stock issued in connection with the
acquisition of Cord in certain events.
The Company acquired Standby Services, Inc. ("Standby") on August 31, 1998, in
exchange for 543,590 shares of the Company's Common Stock. Tom T. Cunningham
owned 100% of the stock of Standby. In connection with the acquisition of
Standby, the Company entered into an employment agreement with Mr. Cunningham
for a three year term ending in August 2001. Mr. Cunningham is Chief Executive
Officer of Standby and is paid a base salary of $150,000 per year and
participates in the Company's bonus pool and stock option plans. Mr. Cunningham
also entered into a Registration Rights Agreement with the Company allowing him
to require the Company to register the shares of Common Stock issued in
connection with the acquisition of Standby in certain events.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Company has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
WESTOWER CORPORATION
By: /s/ Peter Lucas
--------------------------
Peter Lucas
Chief Financial Officer,
Secretary and Treasurer
Date: January 28, 1999
12
