UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
for the fiscal year ended October 31, 1999
----------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
for the transition period from ______________ to _________________________
Commission file number 000-27297
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Bison Instruments, Inc.
- -----------------------------------------
(Name of Small Business Issuer in its charter)
Minnesota E41-0947661
- -------------------------- --------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5610 Rowland Road, Minneapolis, MN 55343-8956
- ----------------------------------- -----------------------
(Address of principal executive office) (Zip Code)
Issuer's telephone number (612) 931-0051
-------------------------
Securities to be registered pursuant to Section 12(b) of the Act.
Title of each class Name of each exchange on which
registered
N/A
- ------------------------ ------------------------
Securities to be registered pursuant to Section 12(g) of the Act.
Common Stock
- ------------------------------------------------------------------------
Check whether the issuer (1) 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
<PAGE>
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 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. [ ]
State issuer's revenue for its most recent fiscal year: $129,000
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked price of such stock, as of a specified date within the past 60
days (see definition of affiliate in Rule 12b-2): $39,231 as of December 31,
1999
Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate market
value of the common equity held by non-affiliates on the basis of reasonable
assumptions, if the assumptions are stated.
(Issuers involved in bankruptcy proceedings during the past five years) Check
whether the issuer has filed all documents and reports required to be filed
by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes No
------------ ------------
(Applicable only to corporate registrants) State the number of shares
outstanding of each of the issuer's classes of common equity, as of the latest
practicable date: 888,180 as of December 31, 1999.
(Documents incorporated by reference. If the following documents are
incorporated by reference, briefly describe them and identify the part of the
Form 10-KSB (e.g. Part I, Part II, etc.) into which the document is
incorporated: (1) any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424(b) or
(c) of the Securities Act of 1933 ("Securities Act"). The listed documents
should be clearly described for identification purposes.
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
The Company was incorporated under the laws of the State of Minnesota on January
18, 1968.
The Company has not been subject to any bankruptcy, receivership or similar
proceedings.
The Company was engaged in the manufacture and sale of electronic
instrumentation. The Company sold substantially all of its operating assets
during the two fiscal years of 1998 and 1999. In June 1998, Bison sold its
seismic product lines, and in November 1998, Bison sold its Airport Runway
Friction Measurement System (the "Mu-Meter"). The sales included the
intellectual property and inventory of the product lines. An agreement condition
provides for Bison to share in the profit on the resale by the Purchaser of four
finished Mu-Meter inventory units the Purchaser acquired, provided the units are
sold within three years of the closing date. Bison's share of the sales of the
finished Mu-Meter units is to be paid by the purchaser 30 days after any sale of
a unit. Also, in the fiscal year of 1999, the Company made sales of residual
seismic product inventory on hand.
The Company currently has one employee, the General Manager, who administers the
corporate affairs and monitors residual business matters.
Subject to market conditions and opportunities, the Company intends to explore
various alternatives, including acquisition opportunities, for the future use of
the public corporate entity. The Company's discretion in the selection of
business opportunities is unrestricted, subject to the availability of such
opportunities, economic conditions, and other factors.
Bison has a wholly-owned subsidiary, Bison International, Inc., which was
incorporated in the U.S. Virgin Islands. Bison International, Inc, processed
some international sales of the Company in the past, but is now essentially
inactive.
Andus Inc., a Delaware corporation, owns 67.05% of the Company. Andus Inc. is a
wholly-owned subsidiary of Androcan Inc., a Canadian corporation. Androcan Inc.,
directly or indirectly, also owns a controlling interest in Pylon Electronics
Inc., Canbar Inc. and Adjusta-Post Manufacturing Company, which are involved in
the manufacture and sale of various retail and industrial products. Androcan
Inc. is controlled by Mr. Barrie D. Rose, and members of his family.
<PAGE>
The Company sends out audited financial statements for each fiscal year-end to
its security holders. This is the Company's first report filed with the
Securities and Exchange Commission subsequent to the initial registration of its
securities.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. Except for historical matters, the
matters discussed in this Form 10-KSB are forward-looking statements based on
current expectations, and involve risks and uncertainties. Forward-looking
statements include, but are not limited to, the operation of the business and to
statements regarding the general description of the Company's plan to seek
merger or acquisition opportunities, and the manner in which the Company may
participate in a business opportunity.
The Company wishes to caution the reader that there are many uncertainties and
unknown factors which could affect its ability to carry out its business plan in
the manner described herein.
ITEM 2. DESCRIPTION OF PROPERTY.
The Company operates out of leased office space located at 5610 Rowland Road,
Minneapolis, Minnesota.
The Company does not currently hold investments in real estate or mortgages
relating to real estate.
ITEM 3. LEGAL PROCEEDINGS.
The Company is not presently party to any pending legal proceeding, and its
property is not the subject of any pending legal proceeding.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter was submitted during the fourth quarter of the fiscal year covered by
this report to a vote of security holders, through the solicitation of proxies
or otherwise.
PART II
ITEM 5. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.
The Company's common equity is traded principally on the OTCBB Bulletin Board
service. The high and low bids on the Company's common equity stock for each
quarter in the last three fiscal years and subsequent interim periods are set
out in the following table.
<PAGE>
<TABLE>
<CAPTION>
FISCAL YEAR HIGH LOW
<S> <C> <C>
1997 Q1 $2.50 $2.50
1997 Q2 $2.50 $2.50
1997 Q3 $2.50 $2.50
1997 Q4 $2.50 $2.50
1998 Q1 $2.50 $1.50
1998 Q2 $1.50 $0.25
1998 Q3 $0.25 $0.25
1998 Q4 $0.25 $0.11
1999 Q1 $0.11 $0.10
1999 Q2 $0.10 $0.10
1999 Q3 $0.17 $0.06
1999 Q4 $0.17 $0.17
</TABLE>
Because the securities of the Company may constitute "penny stocks" as defined
in the Securities and Exchange Commission rules, the Company's securities may be
subject to rules that impose special sales practice requirements upon
broker-dealers who sell such securities to persons other than established
customers or accredited investors. For purposes of the rule, the phrase
"accredited investors" means, in general terms, institutions with assets in
excess of $5,000,000 or individuals having a net worth in excess of $1,000,000
or having an annual income that exceeds $200,000 (or that, when combined with a
spouse's income, exceeds $300,000). For transactions covered by the rules, the
broker-dealer must make a special suitability determination for the purchaser
and receive the purchaser's written agreement to the transaction prior to the
sale. Consequently, the rules may affect the ability of broker-dealers to sell
the Company's securities and also may affect the ability of purchasers in the
offering to sell their securities in any market that might develop therefor.
In addition, the Securities and Exchange Commission has adopted a number of
other rules to regulate "penny stocks". Such rules include Rules 3a51-1, 15g-2,
15g-3, 15g-4, 15g-5, 15g-6, 15g-8 and 15g-9 under the Securities and Exchange
Act of 1934, as amended. The rules may further affect the ability of the
Company's shareholders to sell their shares in any public market which might
develop.
Shareholders should be aware that, according to Securities and Exchange
Commission Release No. 34-29093, the market for penny stocks has suffered in
recent years from patterns of fraud and abuse. Such patterns include (i) control
of the market for the security by one or a few broker-dealers that are often
related to the promoter or issuer; (ii) manipulation of prices through
prearranged matching of purchases and sales and false and misleading press
releases; (iii) "boiler room" practices involving high-pressure sales tactics
and unrealistic price
<PAGE>
projections by inexperienced sales persons; (iv) excessive and undisclosed
bid-ask differentials and markups by selling broker-dealers; and (v) the
wholesale dumping of the same securities by promoters and broker-dealers after
the prices have been manipulated to a desired level, along with the resulting
inevitable collapse of those prices and with consequent investor losses. The
Company's management is aware of the abuses that have occurred historically in
the penny stock market. Although the Company does not expect to be in a position
to dictate the behavior of the market or of broker-dealers who participate in
the market, management will strive within the confines of practical limitation
to prevent the described patterns from being established with respect to the
Company's securities.
ITEM 6. MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
The net income for 1999 was $87,550 or $0.10 per share, compared with a loss in
1998 of $152,000 or $0.17 per share.
Included in earnings for the year was the sale of the Mu-Meter Airport Runway
Friction Measuring System product line, and remaining inventory. The sale was
approved by the shareholders, and closed in November 1998. The sale generated
proceeds of $179,000 and a gain of $129,000.
The Company continues to monitor the resale of four Mu-Meter inventory units by
the Purchaser of the Mu-Meter product line. The Company is entitled to a share
of the profit on the resale of the four finished inventory units provided the
units are sold within three years of the closing date. Bison's share of the
sales of the finished units is to be paid by the Purchaser 30 days after any
sale of a unit.
The sale by Bison of its product lines has essentially rendered Bison inactive.
Operating expenses have been reduced to a minimum. The General Manager, Larry
Martin, administers the corporate affairs of the Company and monitors residual
business matters. The Company has sufficient cash resources to maintain these
reduced operations for the foreseeable future.
The Company has income tax losses of $1,400,000 available for carryforwards,
which may be used to reduce future years' taxable income and for which the
benefit has not been recorded. These losses expire between 2010 and 2015.
The Company continues to pursue other business opportunities for the corporation
going forward. However, there is no guarantee that the Company will be
successful in its endeavors.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS
BISON INSTRUMENTS, INC.
(Expressed in United States dollars)
Years ended October 31, 1999 and 1998
AUDITORS' REPORT
To the Directors and Stockholders of Bison Instruments, Inc.
We have audited the balance sheets of Bison Instruments, Inc. as at October 31,
1999 and 1998 and the statements of operations and deficit and cash flows for
the years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at October 31, 1999 and 1998
and the results of its operations and its cash flows for the years then ended in
accordance with generally accepted accounting principles in the United States.
/s/ KPMG LLP
Chartered Accountants
Toronto, Canada
December 6, 1999
<PAGE>
BISON INSTRUMENTS, INC.
Balance Sheets
(Expressed in United States dollars)
October 31, 1999 and 1998
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
1999 1998
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Assets
Current assets:
Cash $ 138,176 $ 33,199
Accounts receivable 4,150 16,167
Inventories - 79,000
Prepaid expenses and other assets - 2,226
- -----------------------------------------------------------------------------------------------------------------------------------
$ 142,326 $ 130,592
- -----------------------------------------------------------------------------------------------------------------------------------
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued liabilities $ 4,351 $ 80,120
Stockholders' equity (note 4):
Capital stock:
Authorized:
2,000,000 common shares, $0.10 par value
Issued and outstanding:
888,180 (1998 - 889,890) common shares 88,818 88,989
Capital in excess of par value 913,826 914,002
Deficit (864,669) (952,519)
- -----------------------------------------------------------------------------------------------------------------------------------
137,975 50,472
Operations (note 1)
- -----------------------------------------------------------------------------------------------------------------------------------
$ 142,326 $ 130,592
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.
On behalf of the Board:
/s/ Edward G. Lampman Director
- -------------------------------
/s/ Lawrence M. Martin Director
- -------------------------------
<PAGE>
BISON INSTRUMENTS, INC.
Statements of Operations and Deficit
(Expressed in United States dollars)
Years ended October 31, 1999 and 1998
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
1999 1998
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Sales $ - $ 519,733
Cost of goods sold - 255,583
- -----------------------------------------------------------------------------------------------------------------------------------
Gross profit - 264,150
Operating expenses:
Selling, general and administrative 41,182 553,293
Provision for restructuring (note 5) - (18,717)
- -----------------------------------------------------------------------------------------------------------------------------------
41,182 534,576
- -----------------------------------------------------------------------------------------------------------------------------------
Operating loss (41,182) (270,426)
Other income (note 1) 129,032 118,512
- -----------------------------------------------------------------------------------------------------------------------------------
Earnings (loss) before income taxes 87,850 (151,914)
Income taxes (note 6) - -
- -----------------------------------------------------------------------------------------------------------------------------------
Net earnings (loss) 87,850 (151,914)
Deficit, beginning of year (952,519) (800,605)
- -----------------------------------------------------------------------------------------------------------------------------------
Deficit, end of year $(864,669) $(952,519)
- -----------------------------------------------------------------------------------------------------------------------------------
Earnings (loss) per share $ 0.099 $ (0.171)
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
BISON INSTRUMENTS, INC.
Statements of Cash Flows
(Expressed in United States dollars)
Years ended October 31, 1999 and 1998
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
1999 1998
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash provided by (used in):
Cash flows from operating activities:
Net earnings (loss) $ 87,850 $(151,914)
Adjustments to reconcile net earnings
(loss) to net cash provided by (used in)
operating activities:
Depreciation - 59,974
Gain on disposal of product lines,
including inventory (94,799) (105,465)
Gain on disposal of fixed assets (34,233) (10,905)
- -----------------------------------------------------------------------------------------------------------------------------------
(41,182) (208,310)
Changes in non-cash working capital balances related to operations:
Accounts receivable 12,017 291,524
Notes receivable - 151,667
Inventories - (82,882)
Prepaid expenses and other assets 2,226 36,268
Accounts payable and
accrued liabilities (75,769) (226,866)
Accrued wages and commissions - (84,723)
- -----------------------------------------------------------------------------------------------------------------------------------
Net cash (used in) operating activities (102,708) (123,322)
Cash flows from investing activities:
Proceeds on disposal of fixed assets 34,233 37,382
Proceeds on disposal of product lines,
including inventory 173,799 466,094
Capital expenditures - (5,512)
- -----------------------------------------------------------------------------------------------------------------------------------
Net cash provided by
investing activities 208,032 497,964
Cash flows from financing activities:
Loan payable - (450,560)
Capital stock (347) -
- -----------------------------------------------------------------------------------------------------------------------------------
Net cash (used in) financing activities (347) (450,560)
- -----------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash 104,977 (75,918)
Cash, beginning of year 33,199 109,117
- -----------------------------------------------------------------------------------------------------------------------------------
Cash, end of year $ 138,176 $ 33,199
- -----------------------------------------------------------------------------------------------------------------------------------
Supplemental cash flow information:
Cash paid for interest $ - $ -
Cash paid for income taxes - -
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
BISON INSTRUMENTS, INC.
Notes to Financial Statements
(Expressed in United States dollars)
Years ended October 31, 1999 and 1998
- -------------------------------------------------------------------------------
Bison Instruments, Inc. (the "Company") was engaged in the manufacture of
geophysical and other measurement instruments, sold internationally, until the
end of this fiscal year. Andus Inc. ("Andus") owns approximately 66.9% of the
Company's outstanding common stock. Andus is a subsidiary of Androcan Inc. of
Toronto, Canada.
1. GAIN ON DISPOSAL OF PRODUCT LINES AND FIXED ASSETS:
On June 5, 1998, the Company sold the seismic products lines, including
all inventory and intellectual property associated therewith, to a third
party resulting in a net gain on disposal of product lines and fixed
assets of $118,512.
On November 23, 1998, the Company sold its Mu-Meter product line,
including inventory and intellectual property rights, resulting in a gain
of $129,032.
At October 31, 1998, the operations of the Company had essentially ceased.
2. SIGNIFICANT ACCOUNTING POLICIES:
(a) Income taxes:
The Company accounts for income taxes in accordance with the
Financial Accounting Standards Board Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes. Under the
asset and liability method of Statement 109, deferred tax assets and
liabilities are
<PAGE>
recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that
includes the enactment date.
(b) Fair value of financial assets and financial liabilities:
The fair values of the Company's cash, accounts receivable, accounts
payable and accrued liabilities approximate their carrying amounts
due to the relatively short periods to maturity of the instruments.
(c) Use of estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and revenues and expenses
during the year. Actual results could differ from those estimates.
(d) Earnings (loss) per share:
The earnings (loss) per share computations are based on the weighted
average number of common shares outstanding during each year.
3. RELATED PARTY TRANSACTIONS:
The Company accrued management fees of nil (1998 - $25,000) to its
parent company. Included in accrued liabilities is $1,351 (1998 -
$25,000) payable to its parent company.
4. STOCKHOLDERS' EQUITY:
During the year, in accordance with Minnesota Corporate Law, the Company
paid a total amount of $347 to stockholders exercising their right to
dissent to the sale of the Mu-Meter product line as described in note 1.
These payments were applied as follows:
<PAGE>
-------------------------------------------------------------------------
Issued and outstanding common shares $ 171
Capital in excess of par value 176
-------------------------------------------------------------------------
$ 347
-------------------------------------------------------------------------
5. RESTRUCTURING EXPENSES:
During 1997, the Company commenced reorganizing and downsizing its
operations. Severance payments and other related expenses of $88,000 were
accrued in the 1997 financial statements. Of the $88,000, approximately
$70,000 was paid out by October 31, 1998; the remaining $18,000 was taken
into income in 1998.
6. INCOME TAXES:
The tax effects of temporary differences, resulting from net operating
loss carryforwards of approximately $1,400,000, that give rise to
significant portions of deferred tax assets at October 31, 1999 and
October 31, 1998 are presented below:
--------------------------------------------------------------------------
1999 1998
--------------------------------------------------------------------------
Deferred tax assets primarily attributable
to losses available for carryforwards $537,000 $565,000
Less valuation allowance 537,000 565,000
--------------------------------------------------------------------------
Net deferred tax assets $ - $ -
--------------------------------------------------------------------------
7. RETIREMENT PLAN:
The Company had a 401(k) defined contribution retirement plan in 1998
which was available to all company employees who reached the age of 21 and
had completed six months of employment. Employer contributions to a
maximum of 4% of qualified compensation were made at a rate of 50% of
employees' contributions. Expenses incurred by the Company related to such
contributions were nil (1998 - $6,950). This plan has been terminated.
8. SEGMENT OF BUSINESS:
The Company's operations were in one principal segment - the manufacture
and sale of geophysical and other measurement instrumentation. A breakdown
of sales by geographic area is as follows:
<PAGE>
-------------------------------------------------------------------------
1998
-------------------------------------------------------------------------
Domestic customers $339,358
Foreign customers:
Europe 76,704
Canada 91,191
Asia 2,262
Argentina 1,202
South America 1,468
All other 7,548
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$519,733
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Sales amounts reported for 1998 include instrument rental income of
$116,256.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
No independent accountant whose services were employed by the Company or any
independent accountant on whom the report is relied on by the Company have
resigned or been dismissed in the two most recent fiscal years or subsequent
interim periods.
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
DIRECTORS
NAME AGE POSITIONS HELD IN BISON TERM OF OFFICE SERVED SINCE
Barrie D. Rose 69 Director 1 year 1983
Allan D. Erickson 55 Director 1 year 1982
Glen A. Peer 36 Director 1 year 1996
Edward G. Lampman 54 Director, and Chief 1 year 1996
Executive Officer
Lawrence M. Martin 58 Director and General 1 year 1998
Manager
Barrie D. Rose. Mr. Rose has held a number of executive positions in a variety
of industrial companies. Mr. Rose founded the Androcan Group of Companies in
1984. He is currently Chairman and Chief Executive Officer of Androcan Inc., and
Chairman and President of Andus Inc.
<PAGE>
Allan D. Erickson. As well as being a
director of Bison Instruments, Inc. since 1992, Mr. Erickson is also the founder
and President of Dagan Corporation, and is one of the principal shareholders of
Dagan Corporation.
Glen A. Peer. Mr. Peer has been President of Pylon Electronics Inc. since 1995.
Prior to that, Mr. Peer was Vice-President and General Manager of Hathaway Inc.
Edward G. Lampman. Mr. Lampman has held a number of positions with the Androcan
Group of Companies since 1993. He is currently President of Androcan Inc., and
Vice-President of Andus Inc.
Lawrence M. Martin. Mr. Martin has been engaged since July 1997 on a contract
basis as the Acting General Manager of Bison Instruments, Inc. Prior to
consulting for Bison, he was Vice-President of Marketing for Hitchcock
Industries from 1985 to 1997.
None of the directors or officers, or any companies employing them, have been
subject to any bankruptcy, or criminal proceedings or are subject to any orders
by the civil courts limiting their ability to carry on business or trade in
securities.
Barrie D. Rose, Edward G. Lampman, Allan Erickson, Glen A. Peer and Lawrence M.
Martin were each required to file an Initial Statement of Beneficial Ownership
of Securities on Form 3 at the time of the registration of the Company's
securities under Section 12(g) of the Exchange Act. None of such persons made a
timely filing of Form 3, but all such filings will be completed early in 2000.
None of such persons filed a timely reports on Form 5 for the fiscal year ended
October 31, 1999. However, delinquent filings of Form 5 for the fiscal year
ended October 31, 1999, will be completed in early 2000.
ITEM 10. EXECUTIVE COMPENSATION.
(a) Summary Compensation Table
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
AWARDS PAYOUTS
(a) (b) (c) (d) (e) (f) (g) (h) (i)
NAME AND PRINCIPAL YEAR SALARY BONUS COMPENSATION AWARD(S) OPTIONS PAYOUTS COMPENSATION
POSITION ($) ($) ($) ($) /SARS (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Edward G. Lampman, Chief 1998 nil nil nil nil
Executive Officer 1997 nil nil nil nil
1996 nil nil nil nil
</TABLE>
<PAGE>
(b) Option/SAR in Last Fiscal Year
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
(a) (b) (c) (d) (e)
NUMBER OF SECURITIES % OF TOTAL OPTIONS/SARS EXERCISE OR BASE PRICE EXPIRATION
UNDERLYING OPTIONS/SARS GRANTED TO EMPLOYEES IN ($/SH) DATE
NAME GRANTED (#) FISCAL YEAR
<S> <C> <C> <C> <C>
N/A * - - - -
</TABLE>
(c) Aggregate Option/SAR Exercises in Last Fiscal Year and FY-end Option/
Share Values
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
SHARES ACQUIRED ON VALUE REALIZED UNEXERCISED OPTIONS/SARS AT IN-THE-MONEY OPTIONS/
NAME EXERCISE (#) ($) FY-END (#) SARS AT FY-END ($)
EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
<S> <C> <C> <C> <C>
N/A * - - - -
</TABLE>
* The Company had previously granted an option to purchase shares in the
Company at $2.25 to a former officer. These options were cancelled in 1997
and were not replaced.
(d) Long-term Incentive Plans - Awards in Last Fiscal Year
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER NO STOCK
PRICED-BASED PLANS
(a) (b) (c) (d) (e) (f)
NUMBER OF SHARES, UNITS OR PERFORMANCE OR OTHER PERIOD TARGET MAXIMUM
NAME OTHER RIGHTS (3) UNTIL MATURATION OR PAYOUT THRESHOLD ($ OR #) ($ OR #) ($ OR #)
<S> <C> <C> <C> <C> <C>
N/A - - - - -
</TABLE>
(e) Compensation of Directors
Allan D. Erickson and Lawrence M. Martin are each paid an annual
retainer of $1,000, as well as fees in the amount of $200 per
meeting for their services as directors of the Company. None of the
other directors receive compensation for their services as directors.
<PAGE>
(f) Employment Contracts and Termination of Employment/Change in Control
Arrangements
The Company does not have any compensatory plan or arrangement
regarding the termination of any executive officer or regarding a
change in control of the Company.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(a) Security Ownership Greater than 5%
<TABLE>
<CAPTION>
(1) (2) (3) (4)
TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER AMOUNT AND NATURE OF BENEFICIAL OWNER PERCENT OF CLASS
<S> <C> <C> <C>
Common Stock Andus, Inc.* 595,539 Common Shares 67.05%
1209 Orange Street,
Wilmington, Delaware, 19801
</TABLE>
* Andus, Inc., a Delaware corporation, is a subsidiary of Androcan
Inc., a Canadian corporation. Androcan Inc. is controlled by Barrie
D. Rose, and members of his immediate family.
(b) Security Ownership of Management
<TABLE>
<CAPTION>
(1) (2) (3) (4)
TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER AMOUNT AND NATURE OF BENEFICIAL OWNER PERCENT OF CLASS
<S> <C> <C> <C>
Common Stock Allan D. Erickson 12,418 Common Shares 1.40%
2855 Park Avenue
Minneapolis, Minnesota, 55407
Common Stock Barrie D. Rose 595,539 Common Shares 67.05%
50 Bartor Road
Toronto, Ontario,
Canada, M9M 2G5
Common Stock Total as a Group 607,957 68.45%
</TABLE>
(c) Change in Control
There are not currently any arrangements in place which may result
in a change in control of the Company.
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company has not entered into any transaction during the last two years to
which the Company was a party in which any director or executive officer or
nominees thereof or securities holders or members of their immediate families
were also involved or have a direct or indirect material interest.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
The rights of securities holders are set out in their entirety in
the Articles of Incorporation of the Company, its By-laws and all
amendments thereto. The Articles and By-laws were contained in Form
10-SB filed by the Company on October 4, 1999, and are incorporated
herein by reference.
The Company is not subject to any voting trust agreements.
As the Company is essentially inactive at the time of this filing,
it is not currently party to any material contracts aside from a
monthly lease for a small office space. A copy of the lease document
and other related documents were contained in Form 10-SB filed by
the Company on October 6, 1999 and are incorporated by reference
herein.
The Company was party to two separate material contracts in the last
two years wherein the Company disposed of substantially all of its
assets. Copies of these documents were contained in Form 10-SB filed
by the Company on October 6, 1999 and are incorporated by reference
herein.
A Financial Data Schedule is included as an exhibit to this Form
10-KSB.
(b) No reports on Form 8-K were filed during the last quarter of the
period covered by this report.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Bison Instruments, Inc.
------------------------------------
Date: January 21, 2000 By: /s/ Edward G. Lampman
------------------ ------------------------
(Signature)
Edward G. Lampman
-------------------------------
(Print Name of Signing Officer)
Chief Executive Officer
-------------------------------
(Title of Signing Officer)
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<FISCAL-YEAR-END> OCT-31-1999
<PERIOD-START> NOV-1-1998
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0
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