SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
[x] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended March 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission File No. 000-25209
Besicorp Ltd.
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(Name of small business issuer in its charter)
New York 14-1809375
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1151 Flatbush Road
Kingston, New York
- --------------------------------------- 12401
(Address of principal executive offices) --------
Zip Code
Issuer's telephone number, including area code: (914) 336-7700
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
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(Title of Class)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
X Yes No
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
The issuer's revenues for its most recent fiscal year is $5,716,603.
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As of July 27, 1999, 136,382 shares of Common Stock were outstanding. The
aggregate market value of the shares held by non-affiliates of the issuer is not
determinable because the shares are not traded on any exchange or automated
quotation system.
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Capitalized terms used herein without definition shall have the meanings
ascribed to them in the term 1O-KSB of Besicorp Ltd. filed with the Securities
and Exchange Commission on July 14, 1999.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
The Board of Directors (the "Besicorp Board") of Besicorp Ltd.
("Besicorp" or the "Company") will consist of the number of directors duly
authorized from time to time by the Besicorp Board. The Besicorp Board at
present consists of five individuals. Directors serve until the next annual
meeting of shareholders and are expected to stand for re-election at that time.
Set forth below is certain information as to the individuals who serve
as directors and/or executive officers of Besicorp.
Michael F. Zinn
Mr. Zinn, 46, has been the Chairman of the Board of Directors,
President and Chief Executive Officer of Besicorp since November, 1998, and was
the President, Chief Executive Officer and Chairman of the Board of Directors of
Besicorp Group Inc. ("Oldco") from its founding in 1976 until March, 1999
(except from November 1997 to May 1998). Prior to founding Oldco, Mr. Zinn was
director of a federally funded biomass-to-energy project. Prior to the above
appointment, Mr. Zinn was employed in energy engineering. He has been awarded
six U.S. patents. In June 1997, Mr. Zinn entered guilty pleas to two felony
counts in the United States District Court for the Southern District of New York
in connection with the Proceeding. Mr. Zinn was fined $36,673 and sentenced to a
six month term of incarceration (which commenced in November 1997 and has been
completed) and a two year term (which commenced in May 1998) of supervised
release thereafter. He resigned as Chairman of the Board, Chief Executive
Officer and President of Oldco in November 1997 and was reappointed to such
positions in May 1998. He is a cousin of Frederic M. Zinn, an executive officer
of Besicorp.
Gerald A. Habib
Mr. Habib, 53, has been a director of Besicorp since November, 1998 and
was a director of Oldco from May 1994 until March, 1999. In 1993 Mr. Habib
founded The Berkshire Group, a Shokan, NY investment banking and consulting
concern that provides business development and merger and acquisition services
to clients in the chemical industry and has served as its president since that
time. From 1986 to 1990 he served as director of planning and development for
NL Chemicals, a multinational specialty chemical company. Mr. Habib also served
as a vice president for Elitine Corporation, a technology licensing company, and
as a business manager and manager of planning for Olin Chemicals. From May 1995
to April, 1999, Mr. Habib served as vice president of a specialty chemicals
company. Mr. Habib holds a B.S. in Chemical Engineering from City University of
New York and an MBA from New York University. Mr. Habib is a director of Polymer
Solutions, Inc., a Canadian-based manufacturer of advanced polymer-based
products for the coatings and adhesives industry.
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Richard E. Rosen
Mr. Rosen, 51, has been a director of Besicorp since November, 1998 and
was a director of Oldco from May 1994 until March, 1999. Mr. Rosen is a partner
with GMSI, a Bethesda, Maryland based system integrator. From 1998 until
February 1999, Mr. Rosen was a District Manager with Adaytum Software
Corporation, a Minneapolis, Minnesota based developer and marketer of strategic
planning software. From 1993 to 1997, Mr. Rosen was the founder and President of
Plato Software, Inc. of Saugerties, New York, a software development company
engaged in marketing accounting software. From 1991 to 1993, Mr. Rosen owned and
operated Rosebud Consulting Services, which provided analysis, development, and
implementation of computer software systems to medium-sized businesses. Mr.
Rosen holds a BA in Social Sciences from the University of North Carolina.
Melanie Norden
Ms. Norden, 52, has been a director of Besicorp since November, 1998
and has been a director of Oldco from February 1998 until March, 1999. In 1988,
Ms. Norden founded BENCHMARKS, a full service consulting firm, providing
consultation, management and planning services in fundraising, organizational
development, conference and event planning and evaluation; volunteer, board and
staff training; and public relations and marketing. In 1998, Ms. Norden founded
Artsalon, a company which markets antiques to private collectors. Ms. Norden
holds a BA from the State University of New York at Binghamton and completed an
MA Program at Manhattanville College in Purchase, New York.
Michael J. Daley
Mr. Daley, 44, has been a director and the Executive Vice President and
Chief Financial Officer of Besicorp since November, 1998. He joined Oldco as
Financial Manager in August 1987 and was appointed Vice President, Finance &
Administration in May 1989, Corporate Secretary in April 1991, Chief Financial
Officer in September 1994, and Director, Chief Executive Officer and President
in November 1997. Concurrent with Mr. Zinn's reappointment a Chief Executive
Officer and President in May 1998, Mr. Daley was appointed Executive Vice
President and continued to serve as Chief Financial Officer. He resigned all of
his positions with Oldco in March, 1999. Mr. Daley holds a B.S. in Accounting
from St. Francis College of Brooklyn, NY.
Joseph P. Novarro
Mr. Novarro, 57, has been Vice President, Project Development of
Besicorp since November, 1998. He joined Oldco in 1994 as Technical Manager
and was appointed Vice President, Project Development in February 1997. In
November 1997, Mr. Novarro was appointed an executive officer of Oldco retaining
the same title. He resigned as an officer of Oldco in March 1999. Prior to
joining Oldco, Mr. Novarro was the Engineer/Project Manager at Kamine
Development Corp. Before that he held various management positions during a 25-
year career at Long Island Lighting Company. Mr. Novarro holds a B.S. in
Electrical Engineering from Manhattan College and completed his postgraduate
studies at the Oak Ridge School of Reactor Technology.
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James E. Curtin
Mr. Curtin, 50, has been Vice President and Controller of Besicorp
since November, 1998. He joined Oldco as Corporate Controller in August 1995 and
was appointed an executive officer of Oldco with the title of Vice President and
Controller in November 1997. He resigned as an officer of Oldco in March 1999.
Prior to joining Oldco, Mr. Curtin was Director of Financial Reporting for
ENSERCH Engineers and Constructors from 1994 to 1995, and held several financial
management positions with Ebasco Services, Incorporated, an engineering,
construction and consulting firm, from 1981 to 1994. Mr. Curtin holds a BBA in
Accounting Practice from Pace University.
Frederic M. Zinn
Mr. Zinn, 41, has been Senior Vice President, General Counsel and
Secretary of Besicorp since November, 1998. He joined Oldco as a temporary
executive with the title of Vice President in November 1997. He was appointed an
executive officer of Oldco holding the title of Senior Vice President and
General Counsel in May 1998. He resigned as an officer of Oldco in March, 1999.
Prior to joining Oldco, Mr. Zinn was the President of Zinn & LeBovic, a
Professional Law Corporation, from 1992 to 1997. Before that, Mr. Zinn was
General Counsel at JTE Real Estate Group, Inc. from 1989 to 1992; Associate
Attorney at Palmieri, Tyler, Weiner, Wilhelm & Waldron from 1986 to 1988; and
Associate Attorney at Hart, King & Coldren from 1982 to 1986. Mr. Zinn received
a BA in Economics from the University of California at Davis and a JD from the
UCLA School of Law. He is a cousin of Michael F. Zinn, the Chairman of the
Board, Chief Executive Officer and President of Besicorp.
Compliance with section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and executive officers, and persons who own
more than 10 per cent of any registered class of the Company's equity
securities, to file with the SEC reports of ownership of the Common Stock of the
Company. Reporting persons are required by SEC regulation to furnish the Company
with copies of all such reports that they file. To the best of the Company's
knowledge, during the fiscal year ended March 31, 1999, its officers, directors
and greater than 10 per cent beneficial owners filed all required Section 16(a)
reports on a timely basis.
Item 10. Executive Compensation.
Prior to March 22, 1999, the Company was a wholly owned subsidiary of
Oldco. Oldco was a party to an agreement and plan of merger dated November 23,
1998, as amended, by and among Oldco, BGI Acquisition LLC ("Acquisition"), a
Wyoming limited liability company, and BGI Acquisition Corp. ("Merger Sub"), a
New York corporation and a wholly owned subsidiary of Acquisition (the "Plan of
Merger"), pursuant to which it was acquired by Acquisition (the "Merger").
Besicorp was organized in New York in 1998 in order to satisfy a condition to
the consummation of the Merger that required the distribution of Oldco's
photovoltaic and independent power development businesses (the "Distributed
Businesses") to Besicorp before the Merger. On March 22, 1999, Oldco declared a
dividend of one share of Besicorp Common Stock for each 25 shares of Oldco's
Common Stock outstanding (the "Spin-Off"). As a result of the Spin-Off, Besicorp
became an independent publicly held company.
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The following table and narrative describe the compensation paid by
Oldco and Besicorp in fiscal years ended March 31, 1999, 1998, and 1997, to
Oldco's two Chief Executive Officers (one of whom serves Besicorp as Chief
Executive Officer and the other as an executive officer) and three other
individuals whose combined Oldco and Besicorp salary and bonus in Fiscal 1999
exceeded $100,000 (referred to collectively with the Chief Executive Officers as
the "Named Executive Officers") who are the only executive officers of Besicorp
whose salary and bonus from Oldco and Besicorp in Fiscal 1999 exceeded $100,000.
Such amounts do not necessarily reflect the compensation such Named Executive
Officers will receive in the year ending March 31, 2000 ("Fiscal 2000").
Besicorp has not entered into any written employment agreement with any of its
employees.
<TABLE>
<CAPTION>
<S>
<C> <C>
Summary Compensation Table
Long-Term
Compensation:
Name and Securities
Principal Annual Compensation Underlying All Other
-------------------------
Position (1) Year Salary ($) Bonus ($) Options Compensation ($)
----------- ---- ---------- ----------- --------------- ------------
Michael F. Zinn (2) 1999 375,962 1,503,450 20,000 shares of 5,220 (4)
Oldco Common Stock (8)
CEO and President 1998 229,249 586,250 (3) 3,400 (4)
1997 350,794 293,792 14,750 (4)(5)
Michael J. Daley (2) 1999 177,788 875,000 6,724 (4)
Executive Vice 1998 148,459 111,033 4,900 (4)
President & CFO 1997 91,462 21,000 1,300 (4)
Joseph P. Novarro 1999 115,000 35,000 3,475 (4)
Vice President, 1998 98,654 35,000 2,445 (4)
Project 1997 78,152 25,000 1,782 (4)
Development
Jim Curtin 1999 85,000 60,000 4,470(4)
Vice President and 1998 74,714 18,000 1,891
Controller 1997 65,192 10,000
Frederic M. Zinn(6) 1999 156,000 775,000 6,576(4)(7)
Senior Vice 1998 52,708 3,000 6,178(7)
President,
General Counsel and
Secretary
</TABLE>
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(1) Information regarding two former executive officers of Oldco who are
not executive officers or otherwise employed by Besicorp is omitted.
(2) During Fiscal 1998, Mr. Zinn served Oldco as CEO for the period April 1
through November 11, 1997; Mr. Daley served as CEO of Oldco from
November 11, 1997 through March 31, 1998.
(3) Includes bonus of $280,000 which was earned by Mr. Zinn in Fiscal 1997
and paid in Fiscal 1998.
(4) Includes Oldco's matching contribution to its qualified 401(k) Plan to
the named individuals as follows: for Fiscal 1999: Mr. M. Zinn, $5,220;
Mr. Daley, $6,724; Mr. Novarro, $3,475; Mr. F. Zinn, $5,120 and Mr.
Curtin, $4,470; for Fiscal 1998: Mr. M. Zinn, $3,400; Mr. Daley, $4,900
; Mr. Novarro, $2,445; and Mr. Curtin, $1,771; for Fiscal 1997: Mr. M.
Zinn, $4,750; Mr. Daley, $1,300; and Mr. Novarro, $1,782.
(5) Includes premium of $10,000 paid by Oldco on life insurance policies
for Mr. Zinn in Fiscal 1997.
(6) Mr. Frederic Zinn joined Oldco in November 1997.
(7) Includes relocation reimbursement of $1,456 and $5,148 in Fiscal 1999
and Fiscal 1998, respectively.
(8) See Table regarding "Options/SAR Grants in Fiscal 1999"
Director's Compensation
Non-employee directors of the Company are paid $2,000 per month and
$1,000 for each board meeting they attend (other than, with certain exceptions,
meetings held by telephone conference call). Non-employee directors of Oldco
("Outside Directors") received an annual retainer of $36,000 and received per
diem fees for each board or committee meeting attended at the rate of $1,000 for
each meeting in excess of two hours. Each Oldco committee chairman received an
additional $3,000 annual stipend. Outside Directors were also reimbursed for
reasonable expenses relating to their duties.
Stock Options
Oldco
Under Oldco's Amended and Restated 1993 Incentive Plan (the "1993)
Plan"), up to 1,000,000 shares of Oldco Common Stock could have been issued to
officers, directors, employees and consultants of Oldco. Awards under this plan
could have been in the form of stock options, stock appreciation rights
("SARs"), dividend payment rights and options to purchase restricted stock.
During Fiscal 1999, warrants to acquire 7,500 shares were granted to the Outside
Directors under this Plan.
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The following table describes the grant of options, warrants and SARs
by Oldco in Fiscal 1999 to the Named Executive Officers.
Options/SAR Grants in Fiscal 1999
<TABLE>
<CAPTION>
<S>
<C> <C> <C> <C>
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise or Base
Options/SARs Employees in Price ($/Sh) Expiration
Name Granted (#) Fiscal Year Date
Michael F. Zinn, 20,000 96.4% $3.00/sh 5/15/09
CEO and President
</TABLE>
This option was granted by Oldco to Mr. Zinn upon his rejoining Oldco as a
replacement for an earlier option that had automatically terminated when Mr.
Zinn resigned in November 1997.
The following table provides information related to options and
warrants to acquire shares of Oldco Common Stock exercised by the Named
Executive Officers during Fiscal 1999 and the number and value of options and
warrants held by them at fiscal year end. All of such options and warrants have
been exercised. Oldco during Fiscal 1999 did not have any outstanding SARs.
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Aggregated Option/Warrant Exercises of Oldco Common Stock in Last fiscal Year
and fiscal Year-end Option/Warrant Values
<TABLE>
<CAPTION>
<S>
<C> <C> <C> <C>
Value of
Number of Unexercised
Unexercised In-the-Money
Number of Options and Options and
Shares of Oldco Warrants Warrants
Common Stock at FY-End at FY-End
Acquired Value Exercisable/ Exercisable/
Name on Exercise Realized* Unexercisable Unexercisable
Michael F. Zinn 45,000 $1,260,000 0 $ 0
Michael J. Daley 3,000 82,125 0 0
Joseph P. 2,000 54,750 0 0
Novarro
Frederic M. Zinn 0 0 0 0
James Curtin 0 0 0 0
</TABLE>
* Difference between $30.375 fair market value on January 5, 1999, the date of
exercise, and the exercise price.
Besicorp
During Fiscal 1999, no options, warrants or SARs were granted
to the Named Executive Officers. During Fiscal 1999, Besicorp did not have any
outstanding options, warrants or SARs.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
The following table shows the shares of Besicorp Common Stock owned as
of July 27, 1999 by each beneficial owner of 5% or more of the Besicorp Common
Stock, each current director, the Named Executive Officers and by all current
directors and executive officers as a group. Except as otherwise provided in the
footnotes to the table, the beneficial owners have sole voting and investment
power as to all securities.
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<TABLE>
<CAPTION>
<S>
<C> <C>
Number of Shares
Name of of Common Stock Percent of Common Stock
Beneficial Owner Beneficially Owned (1)(2) Beneficially Owned (1)(2)
Michael F. Zinn 61,068 (3) 44.8% (3)
The Zinn Family 10,000 (4) 7.3% (4)
Charitable Trust (the
"Trust")
Gerald A. Habib 650 *
Richard E. Rosen 650 *
Michael J. Daley 2,420 *
Joseph P. Novarro 713 *
Melanie Norden 550 *
Frederic Zinn 1,750 *
James Curtin 400 *
Current Directors and
executive officers as
a group (8 persons) 68,201 50.0% (3)
</TABLE>
* Less than 1 percent.
(1) Except as described below, such persons have the sole power to vote and
direct the disposition of such shares.
(2) Based on 136,382 shares of Besicorp Common Stock outstanding as of July
27, 1999, which includes 1,550 shares that may be issued to former
shareholders of Oldco Common Stock who have not yet tendered their
shares of Oldco Common Stock in connection with the Merger and the
Spin-Off.
(3) Includes 3,277 shares held in the name of members of his immediate
family. Mr. Zinn disclaims beneficial ownership of these shares. Does
not include 10,000 shares owned by the Trust established by Mr. Zinn;
Mr. Zinn also disclaims beneficial ownership of these shares. Mr. Zinn
is the Chairman of the Board, President and Chief Executive Officer of
Besicorp.
(4) The Zinn Family Charitable Trust was established by Michael F. Zinn.
However, he disclaims beneficial ownership of these shares.
The address for each of the individuals identified above is: 1151
Flatbush Road, Kingston, New York 12401. The address for the Trust is c/o Louis
Pierro, Independent Trustee, 80 State Street, Albany, New York 12207.
Item 12. Certain Relationships and Related Transactions.
As of March 31, 1999 and 1998, entities owned by Michael F. Zinn, owed
Besicorp and Oldco $58,675 and $47,662, respectively, net of airport usage and
plane services (the "Services") performed by such entities on behalf of Oldco.
The cost of these Services were recorded for Fiscal 1999 and Fiscal 1998 as
$59,925 and $31,939, respectively. Mr. Zinn is the Chairman of the
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Board, President and Chief Executive Officer of Besicorp and served in an
identical capacity at Oldco.
Besicorp and Oldco, pursuant to applicable law and governing documents,
advanced certain legal expenses on behalf of certain officers and directors in
connection with the Proceeding, the Lichtenberg Litigation and the Bansbach
Litigation.
As of March 31, 1999 and 1998, such advances on behalf of Michael F.
Zinn in connection with the Proceeding were an aggregate of $338,517. Of such
sum, Mr. Zinn agreed to reimburse Oldco $186,000, subject to a determination as
to whether such reimbursement is required by the Business Corporation Law of the
State of New York (the"BCL"), and as of December 31, 1998, had reimbursed Oldco
$45,000. In January 1999, after the receipt of a report from independent legal
counsel addressing the propriety under the BCL and Oldco's by-laws of
indemnifying Mr. Zinn, a committee of Oldco's Board of Directors (composed of
independent directors) determined that Mr. Zinn was entitled to full
indemnification with respect to the Proceeding and (i) authorized the repayment
to Mr. Zinn of the Fine and the refund of $45,000 he had previously reimbursed
Oldco; (ii) acknowledged that Mr. Zinn had no further obligations with respect
to the $141,000 Mr. Zinn had, subject to a determination as the propriety of
indemnification, agreed to reimburse Oldco; and (iii) authorized the
reimbursement of Mr. Zinn for the legal fees and expenses (approximately
$39,180) incurred by third parties in connection with the Proceeding and which
had been paid by him. All such reimbursements were made during the fourth
quarter of Fiscal 1999 and any related receivables were written off and charged
to expenses during that period. In addition, Oldco had advanced legal fees and
disbursements of approximately $217,663 incurred in connection with such
proceeding on behalf of certain directors, officers, and current and former
employees and their spouses who were actual or potential witnesses in this
matter.
In connection with the Lichtenberg Litigation, Oldco had advanced as of
March 31, 1999 an aggregate of $829,168 in legal fees and disbursements on
behalf of Oldco and Messrs. Zinn, Eisenberg and Enowitz (as directors and
officers or former directors and/or officers of Oldco).
In connection with the Bansbach Litigation, Oldco had advanced as of
March 31, 1999 an aggregate of $155,085 in legal fees and disbursements on
behalf of Oldco and Messrs. Zinn, Daley, Habib, Harris and Rosen (as director
and officers or former directors of Oldco).
With regard to the legal actions described above, Oldco, in accordance
with applicable law and to the extent required, has received undertakings from
each indemnified party for whom legal costs have been advanced to reimburse
Oldco to the extent reimbursement is required by the BCL. Oldco assigned to
Besicorp its right to receive any payment or benefits from the Lichtenberg
Litigation and Bansbach Litigation pursuant to the Contribution Agreement.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BESICORP LTD.
By: /s/ Michael F. Zinn
---------------
Name: Michael F. Zinn
Title: Chairman of the Board,
Chief Executive Officer and President
Dated: July 29, 1999
