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, 2000
[ ] 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
-------------------
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.)
15340 Highland Place, Minnetonka, MN 55345
------------------------------------ --------------------------
(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 required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. [x] YES [ ] NO
<PAGE>
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: NIL
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): $46,755 as of December 31,
2000
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, 2000.
(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 and in the fiscal year 2000 made
sales of residual seismic product inventory on hand and interest income. 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.
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 maintain
its existing efforts 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
<PAGE>
industrial products. Mr. Barrie D. Rose, and members of his family control
Androcan Inc.
The Company sends out audited financial statements for each fiscal year-end to
its security holders. The company also files quarterly and annual reports with
the Securities and Exchange Commission.
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 maintains a limited operation through an office at 15340 Highland
Place, Minnetonka, Minnesota. The space has been provided free of charge by Mr.
Larry Martin, who is the General Manager and also a director of the Company.
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.
<PAGE>
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 for each quarter
in the last two fiscal years periods are set out in the following table.
FISCAL YEAR HIGH LOW
1999 Q1 $0.25 $0.06
1999 Q2 $0.25 $0.10
1999 Q3 $0.25 $0.13
1999 Q4 $0.17 $0.17
2000 Q1 $0.17 $0.14
2000 Q2 $0.54 $0.14
2000 Q3 $0.41 $0.14
2000 Q4 $0.41 $0.16
The information above was obtained from Company records and from market activity
reports available on the nasdaq.com website. These are over the counter market
quotations that reflect inter-dealer prices, without retail mark-up, mark-down
or commission and may not represent actual transactions.
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.
<PAGE>
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 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 loss for 2000 was $15,776 or $0.02 per share, compared with a profit in
1999 of $87,850 or $0.10 per share.
Included in earnings for the 1999 fiscal year was the sale of the Mu-Meter
Airport Runway Friction Measuring System product line, and remaining inventory.
The sale generated proceeds of $208,000 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 shares of the
sales of the finished units are to be paid by the Purchaser 30 days after any
sale of a unit.
The sale by Bison of its product lines in 1999 and 1998 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.
<PAGE>
The Company has income tax losses of approximately $1,415,000 available for
carry forwards, 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.
ITEM 7. CONSOLIDATED FINANCIAL STATEMENTS
BISON INSTRUMENTS, INC.
(Expressed in United States dollars)
Years ended October 31, 2000 and 1999
AUDITORS' REPORT
To the Directors and Stockholders of Bison Instruments, Inc.
We have audited the consolidated balance sheets of Bison Instruments, Inc. as at
October 31, 2000 and 1999 and the consolidated 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 auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform an audit to obtain reasonable assurance about 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. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at October 31, 2000
and 1999 and the results of its operations and its cash flows for the years then
ended in conformity with accounting principles generally accepted in the United
States of America.
/s/ KPMG LLP
Chartered Accountants
Toronto, Canada
December 6, 2000
<PAGE>
BISON INSTRUMENTS, INC.
DRAFT Consolidated Balance Sheets
(Expressed in United States dollars)
October 31, 2000 and 1999
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
2000 1999
-----------------------------------------------------------------------------------------
<S> <C> <C>
Assets
Current assets:
Cash $ 121,591 $ 138,176
Accounts receivable 4,150 4,150
-----------------------------------------------------------------------------------------
$ 125,741 $ 142,326
-----------------------------------------------------------------------------------------
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued liabilities $ 3,542 $ 4,351
Stockholders' equity
Capital stock:
Authorized:
2,000,000 common shares, $0.10 par value
Issued and outstanding:
888,180 Common Shares (1999-888,180) 88,818 88,818
Additional paid-in capital 913,826 913,826
Deficit (880,445) (864,669)
------------------------------------------------------------------------------------
122,199 137,975
-----------------------------------------------------------------------------------------
$ 125,741 $ 142,326
-----------------------------------------------------------------------------------------
</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.
DRAFT Consolidated Statements of Operations and Deficit
(Expressed in United States dollars)
Years ended October 31, 2000 and 1999
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
2000 1999
------------------------------------------------------------------------------------
<S> <C> <C>
Selling, general and administrative 25,030 41,182
------------------------------------------------------------------------------------
Operating Loss (25,030) (41,182)
Other Income (note 1) 9,254 129,032
------------------------------------------------------------------------------------
Net earnings (loss) (15,776) 87,850
Deficit, beginning of year (864,669) (952,519)
------------------------------------------------------------------------------------
Deficit, end of year $ (880,445) $ (864,669)
------------------------------------------------------------------------------------
Earnings (loss) per share $ (0.018) $ 0.099
------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
BISON INSTRUMENTS, INC.
DRAFT Consolidated Statements of Cash Flows
(Expressed in United States dollars)
Years ended October 31, 2000 and 1999
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
2000 1999
------------------------------------------------------------------------------------
<S> <C> <C>
Cash provided by (used in):
Cash flows from operating activities:
Net earnings (loss) $ (15,776) $ 87,850
Adjustments to reconcile net earnings
(loss) to net cash provided by (used in)
operating activities:
Gain on disposal of product lines -- (129,032)
Changes in non-cash working capital balances
related to operations:
Accounts receivable -- 12,017
Prepaid expenses and other assets -- 2,226
Accounts payable and accrued liabilities (809) (75,769)
-------------------------------------------------------------------------------
Net cash used in operating activities (16,585) (102,708)
Cash flows from investing activities:
Proceeds on disposal of product lines -- 208,032
-------------------------------------------------------------------------------
Net cash from investing activities -- 208,032
Cash flows from financing activities:
Capital stock -- (347)
-------------------------------------------------------------------------------
Net cash used in financing activities -- (347)
------------------------------------------------------------------------------------
Net increase (decrease) in cash (16,585) 104,977
Cash, beginning of year 138,176 33,199
------------------------------------------------------------------------------------
Cash, end of year $ 121,591 $ 138,176
------------------------------------------------------------------------------------
Supplemental cash flow information:
Cash paid for interest $ -- $ --
Cash paid for income taxes $ -- $ --
------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
BISON INSTRUMENTS, INC.
DRAFT Notes to Consolidated Financial Statements
(Expressed in United States dollars)
Years ended October 31, 2000 and 1999
--------------------------------------------------------------------------------
Bison Instruments, Inc. (the "Company") was engaged in the manufacture of
geophysical and other measurement instruments, sold internationally. The
operations of the Company had essentially ceased in 1999 and 2000. Andus Inc.
("Andus") owns approximately 67.05% of the Company's outstanding common stock.
Andus is a subsidiary of Androcan Inc. of Toronto, Canada.
1. OTHER INCOME:
In 2000, other income of $9,254 represents sales of residual inventory
amounting to $6,140 and interest income of $3,114 on the cash in bank
accounts.
In 1999, the Company sold its Mu-Meter product line, including inventory
and intellectual property rights, resulting in a gain of $129,032. An
agreement condition provides for the Company 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.
2. SIGNIFICANT ACCOUNTING POLICIES:
(a) Basis of presentation:
These consolidated financial statements include the accounts of the
Company's wholly owned subsidiary, Bison International, Inc. which is
inactive. All significant intercompany transactions and balances have
been eliminated.
(b) 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
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
<PAGE>
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.
(c) 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.
(d) Use of estimates:
The preparation of financial statements in conformity with United
States 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 the reported
amounts of revenues and expenses during the year. Actual results could
differ from those estimates.
(e) Earnings (loss) per share:
The earnings (loss) per share computations are based on the weighted
average number of common shares outstanding of 888,180 during each
year.
3. RELATED PARTY TRANSACTIONS:
Included in accrued liabilities is $1,674 (1999 - $1,351) payable to the
parent company.
The company maintains an office in Minnetonka, Minnesota which is provided
free of charge by a director of the Company.
4. INCOME TAXES:
The Company's statutory income tax rate is 38.4% (1999 - 38.4%).
The tax effects of temporary differences, resulting from net operating loss
carry forwards of approximately $1,415,000 (1999 - $1,400,000) that give
rise to significant portions of deferred tax assets at October 31, 2000 and
October 31, 1999 are presented below:
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
2000 1999
-----------------------------------------------------------------------------------------
<S> <C> <C>
Deferred tax assets primarily attributable to losses
available for carry forwards $ 543,000 $ 537,000
Less valuation allowance 543,000 537,000
-----------------------------------------------------------------------------------------
Net deferred tax assets $ -- $ --
-----------------------------------------------------------------------------------------
The Company's loss carryforwards expire approximately as follows:
-----------------------------------------------------------------------------------------
2011 $ 13,000
2012 736,000
2013 649,000
2014 2,000
2015 15,000
-----------------------------------------------------------------------------------------
</TABLE>
5. NEW ACCOUNTING PRONOUNCEMENTS:
In June 1998, the Financial Accounting Standards Board No. 133 on
"Derivative Instruments and Hedging Activities" was amended by Financial
Accounting Standards Board No. 138 which requires that the Company report
all derivative financial instruments on the financial statements at fair
value. Management does not believe that the standard will have a material
impact on the consolidated financial statements.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin ("SAB") No. 101 "Revenue Recognition in Financial
Statements". The Company is required to adopt this accounting guidance, as
amended by SAB 101A and SAB 101B, no later that the fourth quarter of
fiscal year 2001. Management does not believe that the standard will have a
material impact on the consolidated financial statements.
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 has
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.
<PAGE>
DIRECTORS
TERM OF SERVED
NAME AGE POSITIONS HELD IN BISON OFFICE SINCE
Barrie D. Rose 70 Director 1 year 1983
Allan D. Erickson 56 Director 1 year 1982
Glen A. Peer 37 Director 1 year 1996
Edward G. Lampman 55 Director, and Chief 1 year 1996
Executive Officer
Lawrence M. Martin 59 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.
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 Annual Statement of Change in Beneficial
Ownership on Form 5 by December 15, 2000. None of such persons filed a timely
<PAGE>
reports on Form 5 for the fiscal year ended October 31, 2000. However,
delinquent filings of Form 5 for the fiscal year ended October 31, 2000 will be
completed in January 2001.
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/SARs PAYOUTS COMPENSATION
POSITION ($) ($) ($) (#) ($) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Edward G. Lampman, 2000 nil nil nil nil
Chief Executive 1999 nil nil nil nil
Officer 1998 nil nil nil nil
</TABLE>
(b) Option/SAR in Last Fiscal Year
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
(a) (b) (c) (d) (e)
NAME NUMBER OF % OF TOTAL EXERCISE OR EXPIRATION
SECURITIES OPTIONS/SARs BASE PRICE DATE
UNDERLYING GRANTED TO ($/SH)
OPTIONS/SARs EMPLOYEES IN
GRANTED (#) FISCAL YEAR
<S> <C> <C> <C> <C>
N/A * -- -- -- --
</TABLE>
(c) Aggregate Option/SAR Exercises in Last Fiscal Year and FY-end Option/Share
Values
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
NAME SHARES VALUE NUMBER OF SECURITIES VALUE OF UNEXERCISED
ACQUIRED REALIZED UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS/SARs AT
ON ($) OPTIONS/SARs AT FY-END (#) FY-END ($)
EXERCISE
(#) 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 $2.25 to a former officer. These options were cancelled in 1997
and were not replaced.
<PAGE>
(d) Long-term Incentive Plans - Awards in Last Fiscal Year
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER
NO STOCK PRICED-BASED PLANS
(a) (b) (c) (d) (e) (f)
NAME NUMBER OF SHARES, PERFORMANCE OR THRESHOLD TARGET MAXIMUM
UNITS OR OTHER RIGHTS OTHER PERIOD UNTIL ($ OR #) ($ OR #) ($ OR #)
(3) MATURATION OR PAYOUT
<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.
(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 NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
CLASS BENEFICIAL OWNER BENEFICIAL OWNER CLASS
<S> <C> <C> <C>
Common Stock Andus, Inc.* 595,539 Common 67.05%
1209 Orange Street, Shares
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.
<PAGE>
(b) Security Ownership of Management
<TABLE>
<CAPTION>
(1) (2) (3) (4)
TITLE OF NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
CLASS BENEFICIAL OWNER BENEFICIAL OWNER CLASS
<S> <C> <C> <C>
Common Stock Allan D. Erickson 418 Common Shares 0.04%
2855 Park Avenue
Minneapolis,
Minnesota, 55407
Common Stock Barrie D. Rose 595,539 Common 67.05%
50 Bartor Road Shares
Toronto, Ontario,
Canada, M9M 2G5
Common Stock Total as a Group 595,957 67.09%
</TABLE>
(c) Change in Control
At various times, the Company has engaged in discussions with outside
parties regarding potential transactions for the use of the public entity,
which may result in the change of control of the company. The Company
intends to continue its efforts to seek out a suitable transaction in
future. However, no formal agreement has been made with any outside party
at the time of the filing of this report.
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 6, 1999, and are incorporated herein by reference.
<PAGE>
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.
The Company was party to two separate material contracts in 1999 and 1998
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.
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 17, 2000 By: /s/ Edward G. Lampman
------------------- ---------------------------
(Signature)
Edward G. Lampman
--------------------------------
(Print Name of Signing Officer)
Chief Executive Officer
--------------------------------
(Title of Signing Officer)
