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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
Amendment No. 1
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
---- EXCHANGE ACT OF 1934
For the fiscal year ended July 1, 2000
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
---- EXCHANGE ACT OF 1934
Commission File Number 000-23353
-------
DENALI INCORPORATED
(Exact name of registrant as specified in charter)
Delaware 76-0454641
-------- -------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
1360 Post Oak Blvd., Suite 2250
Houston, Texas 77056
-------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 627-0933
--------------
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
------------------- -----------------------------------------
Common Stock, par value $0.01 Nasdaq SmallCap Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
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
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registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
---
As of September 15, 2000, there were a total of 6,258,914 shares of Common Stock
of the registrant outstanding. The aggregate market value of the voting stock
held by non-affiliates of the registrant on such date was an estimated $5.1
million, based on a closing price of $1.219 on August 31, 2000. For these
purposes, the term "affiliate" is deemed to mean officers and directors of the
registrant.
TABLE OF CONTENTS
10-K/A
<TABLE>
<S> <C>
PART III .........................................................................................2
ITEM 10 Directors and Executive Officers of the Registrant .......................................2
ITEM 11 Executive Compensation ...................................................................4
ITEM 12 Security Ownership of Certain Beneficial Owners and Management ...........................7
ITEM 13 Certain Relationships and Related Transactions ...........................................9
</TABLE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers and directors of the Company and their ages (as
of October 15, 2000) and positions with the Company are as follows:
<TABLE>
<CAPTION>
Name Age Position(s) with the Company Director Since
-------------------- ----- ------------------------------ ----------------
<S> <C> <C> <C>
Richard W. Volk 64 Chairman of the Board of Directors, 1999
Chief Executive Officer, President
Ernest H. Cockrell 55 Director 1994
Bob Elfring 41 Director 1999
Thomas D. Simmons, Jr. 56 Director 1994
Joel V. Staff 56 Director 1997
J. Taft Symonds 61 Director 1994
Stephen M. Youts 52 Director 1994
</TABLE>
The following persons are Class A Directors of the Company whose
current terms will expire at the Annual Stockholders Meeting in 2001:
Mr. Richard W. Volk, age 64, became Chairman of the Board of the
Company on February 26, 1999, succeeding co-founder Stephen Harcrow, and became
Chief Executive Officer and President of the Company on January 24, 2000. Mr.
Volk has a consulting practice that specializes in the formulation and
implementation of long-term strategies for a varied client base. Mr. Volk also
serves as Advisory Director on the Board of Directors of Cockrell Exploration
L.L.C., director of Osborn Heirs Company, and has been involved in numerous
other business and civic boards. Prior to forming his own consulting practice,
Mr. Volk was Group Manager of BHP Petroleum's Australia Division in Melbourne,
Australia, from 1989 to 1991; President and Chief Executive Officer of BHP
Petroleum (Americas) from 1985 to 1989; and Chairman and CEO of Energy Reserves
Group from 1983 to 1985 and President and CEO from 1973 to 1982. Mr. Volk has a
Petroleum Engineering degree from the Colorado School of Mines and a JD from the
University of Denver.
Mr. Stephen M. Youts, age 52, has been a director of the Company since
its inception in December 1994 and is a member of the Company's Audit and
Finance Committees. Since 1992, Mr. Youts has served as Managing Partner and
Chairman of Avondale Partners LP, a private investment banking firm. Prior to
the formation of Avondale Partners, Mr. Youts served as an investment banker for
Merrill Lynch & Co. and Salomon Brothers Inc. In addition, Mr. Youts serves on
the Board of Directors of certain other private companies in which Avondale
Partners holds an investment.
The following persons are Class B Directors of the Company whose
current terms will expire at the Annual Stockholders Meeting in 2002:
Mr. Ernest H. Cockrell, age 55, has been a director of the Company
since its inception in December 1994 and is a member of the Company's
Compensation
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Committee. Since 1970, Mr. Cockrell has served in various capacities at Cockrell
Oil Corporation, an oil and gas exploration and production company, and has been
its Chairman, President and Chief Executive Officer since 1979, and Chairman and
Chief Executive Officer since 1996. Mr. Cockrell currently serves as a director
of Southwest Bank of Texas.
Mr. Thomas D. Simmons, Jr., age 56, has been a director of the Company
since its inception in December 1994 and is a member of the Company's Audit
Committee. Mr. Simmons serves as Chairman of Simmons, Vedder & Co., a real
estate development and investment firm which he co-founded in 1992. Prior to
founding Simmons, Vedder & Co., Mr. Simmons spent more than 20 years with the
Trammell Crow organization, most recently serving as Group Managing Partner.
Mr. Joel V. Staff, age 56, has been a director of the Company since
December 1997 and is Chairman of the Company's Audit and Finance Committees. Mr.
Staff has served as Chairman of the Board since January 1996, and President and
Chief Executive Officer since July 1993, of National-Oilwell, Inc., a Houston,
Texas-based company engaged in the design, manufacture and sale of machinery and
equipment and the distribution of products used in oil and gas drilling and
production. Mr. Staff is also a director of the National Ocean Industries
Association. He was formerly at Baker Hughes Incorporated ("BHI") where he
served as Senior Vice President and President of the drilling and production
groups.
The following persons are Class C Directors of the Company whose
current terms will expire at the Annual Stockholders Meeting in 2000:
Mr. Bob Elfring, age 41, became a director of the Company on July 28,
1999. He has served as Chairman of the Board of Welna N.V. ("Welna"), a
subsidiary of the Company, since 1997 and as a Director of Welna since 1992. He
is currently Managing Director of Lehman Brothers. Prior to joining Lehman
Brothers, Mr. Elfring was Managing Director of Mees Pierson Investment Bank and
Amsterdamse Investeringsbank in Holland. Mr. Elfring received his JD as well as
his MS and BS in Business Science from the University of Groningen.
Mr. J. Taft Symonds, age 61, has been a director of the Company since
its inception in December 1994 and is Chairman of the Company's Compensation
Committee and a member of the Finance Committee. Since 1978, Mr. Symonds has
served as Chairman of Maurice Pincoffs Company, a private international
marketing company, and as President of Symonds Trust Co., Ltd., a private
investment firm. Mr. Symonds currently serves as Chairman of Tetra Technologies,
Inc., a specialty chemical and chemical process company, and director of Plains
Resources, Inc., a public energy company.
Executive Officers
Mr. Robert B. Bennett has served as Executive Vice President since
January 2000 and President of Containment Solutions, Inc., a subsidiary of the
Company, since April 1996. Prior to becoming Executive Vice President, Mr.
Bennett served as a Vice President of the Company from September 1997. Prior to
his association with the Company, he served as Vice President of the Asia
Pacific/Middle East business units of Baker Hughes INTEQ, Singapore from 1992 to
1995. He also served as Vice President of Milpark Drilling Fluids (a division of
BHI) from 1989 to 1992 and was President of Densitech, a drilling fluids
company, prior to its acquisition by BHI. Mr. Bennett has a BS in Chemistry from
Sam Houston State University.
Mr. Lee W. Orr is Vice President of the Company and President of
Plasticon Fluid Systems, Inc., a subsidiary of the Company, and has served in
that capacity since May 1997. Prior to joining the Company, Mr. Orr was Vice
President and General Manager of EnviroTech Molded Products from 1995 to 1997;
General Manager of EnviroTech Rubber Engineering from 1993 until 1995; and Vice
President - Finance for BGA International from 1991 until 1993. Mr. Orr has an
MBA from The University of Texas at Austin and a BBA from Abilene Christian
University.
Mr. R. Kevin Andrews has served as Vice President of the Company since
October 1998 and Chief Financial Officer of the Company since February 1996.
Prior to joining the Company, Mr. Andrews served as a Corporate Development and
Financial Manager for Moorco International, Inc., a supplier of fluid
measurement and pressure control products, from 1993 to 1995, and the Financial
Manager for
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EnviroTech operating group from 1991 to 1993. Mr. Andrews received
his MBA and BA from The University of Tulsa and is a certified public
accountant.
Mr. Johannes M. M. A. Siers became Vice President of the Company on
July 28, 1999. He is Vice President of Welna Operations and has been the
Managing Director of Welna since July 1998. Mr. Siers was previously Managing
Director of a privately held international construction company specializing in
underground and offshore pipeline installation. Prior to that, he was Managing
Director for twelve years of a European civil construction and offshore
contracting company. Mr. Siers began his career at ABN AMRO in Amsterdam. Mr.
Siers received his MBA and BSc in Economics and Business Administration from the
University of Rotterdam.
Ms. Cathy L. Smith has served as Vice President of the Company since
October 1998 and General Counsel of the Company since January 1996. Ms. Smith
was employed at BHI from July 1989 to August 1995, most recently as General
Counsel of BHI's EnviroTech unit. Prior to joining BHI, Ms. Smith worked for the
law firm of Thelen, Marrin, Johnson & Bridges from June 1986 to July 1989. Ms.
Smith received her J.D. from the University of Houston.
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 officers, directors and persons who
beneficially own more than 10% of the Company's common stock to file reports of
ownership and changes in ownership concerning the common stock with the
Securities and Exchange Commission and to furnish the Company with copies of all
Section 16(a) forms they file. Based upon the Company's review of the Section
16(a) filings that have been received by the Company, the Company believes that
all filings required to be made under Section 16(a) during fiscal year 2000 were
timely made.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth certain summary information concerning
the compensation awarded to, earned by or paid to the Chief Executive Officer of
the Company and each of the four most highly compensated executive officers of
the Company other than the Chief Executive Officer (collectively, the "named
executive officers") for the years indicated.
SUMMARY COMPENSATION TABLE
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<TABLE>
<CAPTION>
Long-Term
Annual Compensation
Compensation(1) Awards Other
---------------------------------------- -------------- Annual
Fiscal Salary Bonus Stock Options/ Compensation
Name and Principal Position Year ($) ($) SARs (#) ($)(2)
------------------------------------------------ ------- -------- -------- -------------- ------------
<S> <C> <C> <C> <C> <C>
Edward de Boer (3) ............................. 2000 221,190(4) 0 40,000 3,297
Former President/Chief Executive Officer 1999 212,500 115,000 40,000 6,771
1998 112,504 100,000 94,742 28,492(5)
Richard W. Volk ................................ 2000 (6) 137,916 0 100,000 6,787(7)
Chairman/President/Chief Executive Officer 1999 (8) 30,000 0 75,000 1,228
Robert B. Bennett .............................. 2000 160,000 0 15,000 5,241
Executive Vice President 1999 150,000 112,500 0 6,969
1998 150,000 54,750 0 4,235
Lee W. Orr ..................................... 2000 153,333 0 15,000 4,894
Vice President of Denali, President of 1999 150,000 37,500 23,685 76,079(9)
Plasticon Fluid Systems, Inc. 1998 125,000 70,000 47,371 4,942
R. Kevin Andrews ............................... 2000 132,002 0 12,682 5,876
Vice President/CFO 1999 108,750 57,500 12,318 5,135
1998 100,000 50,000 9,639 3,324
Hans Siers ..................................... 2000 (10) 129,221 19,156(11) 10,000 19,069
Vice President, Vice President and
Managing Director of Welna
</TABLE>
(1) Information with respect to certain perquisites and other personal benefits
has been omitted because the aggregate value of such items does not meet
the minimum amount required for disclosure under SEC regulations.
(2) Includes (a) matching contributions to the executive officer's account in
the Company's 401(k) retirement plan, (b) gainsharing payments, (c)
relocation compensation and (d) premium payments by the Company for life
insurance for the benefit of the executive officer.
(3) Mr. de Boer was Chief Executive Officer of the Company from January 15,
1999 to January 24, 2000.
(4) $72,222 of this amount was monthly severance payments.
(5) $12,000 of this amount was relocation compensation; $12,500 of this amount
was housing relocation reimbursement.
(6) Mr. Volk became Chairman of the Board on February 26, 1999 and President
and Chief Executive Officer of the Company January 24, 2000.
(7) $1,500 of this amount is a monthly insurance premium reimbursement.
(8) Based on 4 months. The date of hire was March 1, 1999.
(9) $68,279 of this amount was relocation compensation.
(10) The date of hire was July 1, 1999.
(11) This bonus was payment for maintaining a strong workforce in 1999 per Welna
company policy prior to acquisition by Denali on July 1, 1999.
The following table sets forth certain information with respect to
options to purchase Common Stock granted during the fiscal year ended July 1,
2000, to each of the Named Executive Officers.
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OPTION/SAR GRANTS IN FISCAL 2000
<TABLE>
<CAPTION>
Individual Grants
---------------------------------------------------------
Percent Potential Realizable Value
Number of of Total at Assumed Annual Rates of
Securities Options/SARs Exercise Stock Price Appreciation
Underlying Granted to or Base for Option Term (1)
Options/SARs Employees Price Expiration ---------------------------------------
Name Granted (#) in FY2000 ($/Sh) Date 0 Percent 5 Percent($) 10 Percent($)
------------------------ ------------ ---------------- ------------- ------------ --------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Edward de Boer ....... 40,000 (2) 16.7 8.25 June 2000 0 181,938 448,123
Richard W. Volk ...... 100,000 (3) 41.8 2.72 Feb 2010 0 149,961 369,362
Robert B. Bennett .... 15,000 (4) 6.3 8.25 July 2009 0 68,227 168,046
Lee W. Orr ........... 15,000 (4) 6.3 8.25 July 2009 0 68,227 168,046
R. Kevin Andrews ..... 12,682 (4) 5.3 8.25 July 2009 0 57,684 142,077
Hans Siers ........... 10,000 (4) 4.2 8.25 July 2009 0 45,485 112,031
</TABLE>
(1) The values shown are based on the indicated assumed annual rates of
appreciation compounded annually. The actual value an executive may realize
will depend on the extent to which the stock price exceeds the exercise
price of the options on the date the option is exercised. Accordingly, the
value, if any, realized by an executive will not necessarily equal any of
the amounts set forth in the table above. These calculations are not
intended to forecast possible future appreciation, if any, of the price of
the Company's Common Stock.
(2) Options were terminated on June 30, 2000 as per severance agreement.
(3) One hundred percent of these options will vest upon the first anniversary
of the date of grant (Feb. 18, 2001).
(4) Twenty percent of these options vested on the date of grant (July 28, 1999)
and the remaining options will vest in equal amounts on the second, third,
fourth and fifth anniversaries of the date of grant.
The following table sets forth certain information with respect to
unexercised options held at July 1, 2000 by each of the Named Executive
Officers.
AGGREGATED OPTION/SAR EXERCISES IN FISCAL 2000
AND JULY 1, 2000 OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of
Securities
Underlying Unexercised
Options/SARs At Fiscal
Year-End (#)
Name Exercisable/Unexercisable
------------------------- -------------------------
<S> <C>
Edward de Boer .......... 0/0
Richard W. Volk ......... 25,000/150,000
Robert B. Bennett ....... 3,000/12,000
Lee W. Orr .............. 42,082/43,974
R. Kevin Andrews ........ 10,437/24,202
Hans Siers .............. 2,000/8,000
</TABLE>
EMPLOYMENT ARRANGEMENTS
Severance Agreement
On February 11, 2000 the Company entered into a Severance Agreement
with Edward de Boer for a total amount of $173,333.00, payment of or amount
equal to monthly medical insurance premiums for no longer than twelve months
and the vesting of certain previously granted options with the exercise period
expiring on June 30, 2000.
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Directors' Compensation
Each director who is not an employee of the Company was paid a monthly
director's fee of $1,000, plus a fee of $500 for each Board or committee meeting
attended until January 24, 2000. At the Board of Directors Meeting of January
24, 2000, the Board suspended cash compensation to its members and resolved to
examine alternatives to make up the deficit in the form of non-cash
compensation. This program has not been implemented as of October 27, 2000. The
compensation for fiscal year 2001 has not been determined.
Members of the Board of Directors who are employees of the Company do
not receive any fees. The Company reimburses all directors for reasonable
expenses incurred in connection with attending meetings of the Board.
Directors are also eligible to participate in the Denali Incorporated
1999 Stock Incentive Plan.
Compensation Committee Interlocks and Insider Participation
The Company's Compensation Committee consists of Messrs. Cockrell and
Symonds, who are each independent directors of the Company. Mr. Philip
Burguieres, a former director, served on the Compensation Committee until his
resignation on April 27, 2000. Mr. Cockrell is the Chairman and Director of
Cockrell Exploration, L.L.C. Richard W. Volk, Chairman, President, and Chief
Executive Officer of the Company serves as Advisory Director on the Board of
Directors of Cockrell Exploration, L.L.C.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Common Stock, as of Sept. 15, 2000, (i) by persons
known to the Company to be beneficial owners of more than 5% of the Common
Stock, (ii) each of the Company's directors, (iii) the Company's CEO and each of
the Company's four other most highly compensated executive officers, and (iv)
all directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
Shares Beneficially
Owned(1)
-----------------------
Name of Beneficial Owner Number Percent
------------------------ ---------- --------
<S> <C> <C>
5% Stockholders:
Alice L. Harcrow (2) .................................................................. 330,615 5.28%
#49 Wynden Oaks Drive
Houston, TX 77056
Directors:
Richard W. Volk (Chairman, President and CEO)(3) ....................................... 35,000 *
1360 Post Oak Blvd., Suite 2250
Houston, Texas 77056
Ernest H. Cockrell (4) ................................................................ 1,261,249 19.98%
Cockrell Oil Corporation
1600 Smith, Suite 3900
Houston, Texas 77002
Bob Elfring ........................................................................... -- *
Dorpsstratt 71
3632 AS Loenen aan de Vecht
The Netherlands
Thomas D. Simmons, Jr. (5) ............................................................ 343,384 5.47%
Simmons Vedder Investment Partnership
1800 West Loop South, Suite 1575
Houston, Texas 77027
</TABLE>
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<TABLE>
<S> <C> <C>
Joel V. Staff (6) ................................................................... 38,943 *
National Oilwell
10000 Richmond Avenue, Suite 400
Houston, Texas 77042-4200
J. Taft Symonds (7) ................................................................. 378,943 6.05%
Symonds Trust Co., Ltd
2040 North Loop West, Suite 200
Houston, Texas 77018
Stephen M. Youts (8) ................................................................ 137,200 2.19%
Avondale Partners Inc
1360 Post Oak Blvd., Suite 2424
Houston, Texas 77056
Officers:
R. Kevin Andrews (9) ................................................................ 24,067 *
1360 Post Oak Blvd., Suite 2250
Houston, Texas 77056
Robert B. Bennett (10) .............................................................. 18,350 *
1360 Post Oak Blvd., Suite 2250
Houston, Texas 77056
Lee W. Orr(11) ...................................................................... 48,003 *
Fibercast Company
25 S. Main
Sand Springs, Oklahoma 74063
Hans Siers(12) ...................................................................... 2,000 *
Welna B. V
Parallelstraat 52, 7575 AN
Oldenzaal, The Netherlands
All Executive Officers and Directors as a Group (12 persons) ...................... 2,318,399 35.99%
</TABLE>
* Less than one percent.
(1) Unless otherwise indicated, all shares of Common Stock are held directly
with sole voting and investment powers.
(2) Includes 39,625 shares owned by the Harcrow Family Foundation, a
charitable foundation of which Ms. Harcrow is a trustee and 295,910
shares owned by the Estate of Stephen T. Harcrow, of which Ms. Harcrow is
a co-executor.
(3) Includes 25,000 shares that may be acquired from the Company within 60
days upon exercise of options.
(4) Includes 1,071,362 shares and warrants to purchase 53,487 shares owned by
Cockrell Investment Partners, L.P., a Texas limited partnership, of which
Mr. Cockrell is 35.3% owner and the Chairman of the general partner, and
136,400 shares owned by Cockrell Equity Partners L.P., of which Mr.
Cockrell is 35.4% owner and Chairman of the general partner.
(5) Includes warrants to purchase 5,943 shares. Also includes 109,661 shares
and warrants to purchase 5,943 shares owned by Simmons Family Trust of
which Mr. Simmons is Co-Trustee, and 53,550 shares and warrants to
purchase 5,943 shares owned by Thomas Dudley Simmons, Jr. Marital Trust
and 54,397 shares owned by Simmons 1987 Basket Trust, which is managed by
Mr. Simmons.
(6) Includes warrants to purchase 8,915 shares.
(7) Includes 356,514 shares and warrants to purchase 4,457 shares owned by
Symonds Trust Co., Ltd., a Texas corporation, of which Mr. Symonds is the
President and
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13,514 shares and warrants to purchase 4,458 shares owned by Anne Allen
Symonds Revocable Trust. Mr. Symonds disclaims any beneficial ownership
of the Anne Allen Symonds Revocable Trust shares and warrants.
(8) Includes 133,770 shares owned by Avondale Partners LP, and 3,430 shares
owned by Avondale GP Inc. Avondale GP Inc is the general partner of
Avondale Partners LP. Mr. Youts is the President of Avondale GP Inc.
(9) Includes 10,437 shares that may be acquired from the Company within 60
days upon exercise of options.
(10) Includes 3,000 shares that may be acquired from the Company within 60
days upon exercise of options.
(11) Includes 48,003 shares that may be acquired from the Company within 60
days upon exercise of options.
(12) Includes 2,000 shares that may be acquired from the Company within 60
days upon exercise of options.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the fiscal year ended July 1, 2000, the Company purchased
approximately $75,754 of calcium carbonate ("brine") from Tetra Technologies,
Inc. J. Taft Symonds, a director of the Company, is the Chairman of the Board of
Tetra Technologies, and Stephen T. Harcrow, the Company's Chairman of the Board
and Chief Executive Officer until November 16, 1998, was on the Board of
Directors of Tetra Technologies. All of the brine purchases were made on a spot
basis without the benefit of a contract.
During the fiscal year ended July 1, 2000, the Company sold
approximately $50,927 of tanks to Pennzoil Products and $37,882 of steel tanks
to Pennzoil-Quaker State Company. Ernest H. Cockrell, a director of the Company,
was on the Board of Directors of Pennzoil-Quaker State Company until his
resignation June 16, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on the 30th of October, 2000.
DENALI INCORPORATED
By: /s/Richard W. Volk
------------------------------------------
Richard W. Volk
Chairman, President and Chief
Executive Officer
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