<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K405/A2
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________ to ________________.
Commission file number 000-27579
CoorsTek, Inc.
(Exact name of registrant as specified in its charter)
Colorado 84-0178380
(State of incorporation) (IRS Employer Identification No.)
16000 Table Mountain Parkway, Golden, Colorado 80403
(Address of principal executive offices) (Zip Code)
(303) 277-4000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
None
Name of each exchange on which registered
None
Securities registered pursuant to Section 12(g) of the Act:
$.01 par value Common Stock
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
As of March 1, 2000, there were 7,141,984 shares of common stock outstanding.
As of such date, the aggregate market value of such shares, other than shares
held by persons who may be deemed affiliates of the Registrant, was
$127,147,202.
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CoorsTek, Inc., together with its subsidiaries, is hereinafter sometimes
referred to as "CoorsTek" or as the "Company." CoorsTek is filing this Form 10-
K405/A2 for the purpose of correcting certain information contained in Item 11
of the Form 10-K405/A filed by CoorsTek on June 23, 2000. Accordingly, that
information is hereby deleted in its entirety and replaced with the information
contained in this Form 10-K405/A2.
Certain statements in this document constitute "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Act of 1934. In general, such forward-looking statements are
characterized by terms such as "believe," "expect," "anticipate," "could,"
"will," "intend," "estimate," "continue" and the like. The projections and
statements contained in these forward-looking statements involve known or
unknown risks, uncertainties and other factors that may cause the actual
results, performance, or achievements of CoorsTek to be materially different
from any future results, performance, or achievements expressed or implied by
the forward-looking statements.
Item 11. EXECUTIVE COMPENSATION
Compensation Philosophy
CoorsTek's compensation philosophy is intended to create value for
CoorsTek's stockholders through long-term growth in sales and earnings. The
total compensation package consists of salary, benefits, an annual incentive
opportunity and equity grants and is designed to attract, motivate and retain
the quality of executives needed to successfully lead and manage CoorsTek. This
package intentionally ties a significant portion of the executives' total
compensation to CoorsTek's performance and creation of shareholder value.
1
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Summary Compensation Table
The following table sets forth all compensation awarded to, earned by or paid
to the Company's Chief Executive Officer and the Company's four other most
highly compensated executive officers whose annual salary and bonus exceeded
$100,000 for services rendered in all capacities to the Company during the
past three years. These officers are sometimes referred to herein as the named
executive officers.
<TABLE>
<CAPTION>
Long-Term
Compensation/Awards
-----------------------
Annual Compensation
------------------------------------ Restricted Securities
Other Annual Stock Underlying All other
Salary Bonus Compensation Award(s) Options/SARs Compensation
Name and Position ($) ($)(1) ($)(2) ($)(3) (#) ($)(4)
----------------- ------ -------- ------------ ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Joseph Coors, Jr. (5)... 1999 $510,000 $200,000 162,000 $14,018
Chairman and Chief 1998 485,000 305,550 34,875 12,705
Executive Officer 1997 460,000 479,780 $3,236 8,438 8,659
John K. Coors........... 1999 247,499 198,000 6,267 74,250 3,040
President 1998 (6)
1997
Derek C. Johnson........ 1999 195,554 146,520 239 32,344 2,159
Executive Vice
President 1998 163,269 105,000 5,124 4,500 173
of Sales and Marketing 1997 144,546 150,000 5,625 1,445
and Operations
Katherine A. Resler..... 1999 52,000(7) 60,000(8) 27,563 3,449
General Counsel and 1998
Secretary 1997
Joseph G. Warren, Jr.... 1999 92,308(7) 91,000(8) 759 28,125 87,383(9)
Chief Financial Officer 1998
and Treasurer 1997
</TABLE>
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(1) Bonuses shown were the total bonuses paid for each year and were paid 100%
in cash.
(2) Amounts shown are reimbursements during the year for taxes.
(3) Stock units were granted on October 1, 1994 in an amount approximately
equal to CoorsTek's liability as of January 1, 1994 for the benefit due
certain named executives under salary continuation agreements. The stock
units replace CoorsTek's cash liability and tie the eligible named
executive's post-retirement benefit to stock value. The stock units are
payable in full upon retirement at age 60 or after. The stock units are 50%
vested at age 50 with 10 years of service, and the remaining 50% vests in 5%
increments between ages 51 and 60. The number of stock units granted, the
percentage vested at year end 1999 and the market value as of March 31,
2000, respectively, were: Joseph Coors, Jr.--36,018 units, 90% vested,
valued at $1,449,725 and John K. Coors--10,213 units, 0% vested, valued at
$411,073.
(4) Other Compensation includes the value of term life insurance benefiting the
executive and the employer's contribution to the 401(k) plan, respectively,
as follows: Joseph Coors, Jr. $10,018 and $4,000; John K. Coors $1,440 and
$1,600; Derek C. Johnson $459 and $1,700; Katherine A. Resler $0 and
$3,449; and Joseph G. Warren, Jr. $1,460 and $923.
(5) Joseph Coors, Jr. was President and Chief Executive Officer of Graphic
Packaging International Corporation during 1997, 1998 and 1999, and all
amounts shown were paid by Graphic Packaging.
(6) Mr. Coors was elected President as of October 1998. His total annual salary
and bonus for 1998 did not exceed $100,000.
(7) Ms. Resler and Mr. Warren were elected officers of Coorstek and became
employees of CoorsTek as of September 1999 and August 1999, respectively.
The salary amounts include actual amounts paid during 1999 and are based on
an annual salary of $156,000 for Ms. Resler and $240,000 for Mr. Warren.
(8) In addition to the annual cash bonus described in footnote (1) above, this
amount also includes a one-time bonus of $25,000 as a result of Ms.
Resler's and Mr. Warren's election as an officer of CoorsTek.
(9) Other Compensation includes a one-time allowance for moving expenses of
$85,000.
2
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Option/SAR Grants in Last Year
The following table provides information regarding grants of options to
purchase shares of common stock of Graphic Packaging International Corporation,
formerly named ACX Technologies, Inc., made during 1999, which were converted to
CoorsTek options as of the spin-off of CoorsTek from Graphics Packaging on
December 31, 1999. The exercise price for each of the converted options was
based on the respective relative fair market values of the Graphic Packaging
common stock price of $10.6875 before the spin-off and CoorsTek's common stock
price of $19.00 after the spin-off. The converted options were originally
granted at the fair market value of Graphic Packaging common stock on the grant
date, and have the same terms and conditions as the original Graphic Packaging
options, including the expiration date as specified in the table. All options
vest in the event of a change in control. The option price may be paid in cash,
by surrendering shares owned for more than six months, or through irrevocable
instructions to a broker to deduct the option price from the proceeds of the
sale of stock.
<TABLE>
<CAPTION>
Individual Grants
--------------------------------------------------
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise or Grant Date
Options/SARs Employees in Base Price Expiration Present Value
Name Granted (#)(1) Yr. ($/Sh) Date ($)(2)
---- -------------- ------------ ----------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Joseph Coors, Jr. ...... 162,000 31.9% $24.44 2/09/09 $2,280,960
John K. Coors........... 64,969 24.44 2/09/09 914,764
9,281 22.11 8/31/09 118,147
-------
74,250 14.6%
Derek C. Johnson........ 27,000 24.44 2/09/09 380,160
5,344 22.11 8/31/09 68,029
-------
32,344 6.4%
Katherine A. Resler..... 17,719 24.44 2/09/09 249,484
9,844 22.11 8/31/09 125,314
-------
27,563 5.4%
Joseph G. Warren, Jr. .. 28,125 5.5% 22.11 8/31/09 358,031
</TABLE>
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(1) The number of options granted during 1999 was based on three times the
number of options normally granted on an annual basis, and therefore,
optionees are not eligible for another annual grant until 2002. The options
vest 100% upon the fifth anniversary of the grant date but vesting is
accelerated if certain stock price criteria have been met. These options
are 100% vested and are exercisable until the tenth anniversary of the
grant date.
(2) Values indicated are an estimate based on the Black-Scholes option pricing
model using the following assumptions: (a) 30.8% stock price volatility
based on the average stock price volatility of the companies included in
the S&P Manufacturing (Diversified/Industrials) Index; (b) 6.66% risk-free
rate of return for the February 1999 grants and 6.65% risk-free rate of
return for the August 1999 grants; (c) zero dividend yield; (d) anticipated
exercising at the end of the option term; and (e) no adjustment for non-
transferability or risk of forfeiture. The actual value realized will be
determined by the excess of the stock price over the exercise price on the
date the option is exercised. There is no certainty the actual value
realized will be at or near the value estimated by the Black-Scholes option
pricing model.
3
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Aggregated Option/SAR Exercises in Last Year and Year-End Option/SAR Values
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised In-the-
Shares Underlying Unexercised Money Options/SARs at
Acquired Value Options/SARs at 12/31/99 (#) 12/31/99 ($)(1)
On Exercise Realized -------------------------------- ----------------------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- -------------- --------------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Joseph Coors, Jr. ...... -- -- 366,656 188,063 -- --
John K. Coors........... -- -- 29,432 91,126 -- --
Derek C. Johnson........ -- -- 6,375 37,219 -- --
Katherine A. Resler..... -- -- 2,250 29,252 -- --
Joseph G. Warren, Jr. .. -- -- -- 28,125 -- --
</TABLE>
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(1) Value of unexercised options equals market value of the shares, $18.00,
underlying in-the-money options at January 3, 2000, less the exercise
price, times the number of in-the-money options outstanding.
Retirement Plan
The board of directors of Graphic Packaging approved the spin-off of the
assets and liabilities of the Graphic Packaging Retirement Plan attributable to
CoorsTek's current and former employees and the current and former employees of
CoorsTek's subsidiaries into a separate retirement plan, effective August 31,
1999. The assets of CoorsTek's retirement plan are held in trust. The provisions
of CoorsTek's retirement plan are substantially the same as the provisions
applicable to CoorsTek's portion of the Graphic Packaging Retirement Plan and
are administered by an administrative committee appointed by CoorsTek's board of
directors.
The retirement benefit is generally based on length of service and average
monthly compensation. The compensation calculation takes into account the total
base compensation, including commissions, overtime pay and amounts deferred by
the employee under CoorsTek's plans pursuant to Sections 125 and 401(k) of the
Internal Revenue Code of 1986, as amended, but excluding profit sharing pay and
cash bonuses. Average monthly compensation is determined by using the average of
the highest 36 consecutive months out of the last ten years, including years
with Graphic Packaging and its subsidiaries and Adolph Coors Company and its
subsidiaries.
The normal annual retirement benefit equals 1.25% of average annual
compensation times years of service (maximum of 25 years), plus 0.5% of average
annual compensation in excess of covered compensation times years of service
(maximum of 25 years), plus 0.5% of average annual compensation times years of
service in excess of 25 years, plus, beginning in 1996, the sum of 1.5% of
bonus pay for each plan year (not to exceed 25% of base pay). Covered
compensation is generally based on an average of the Social Security taxable
wage bases in effect during the 35 years ending with the calendar year in which
the employee's social security retirement age occurs. Years of service includes
years of service with Graphic Packaging and its subsidiaries (and Adolph Coors
Company and its subsidiaries with respect to certain employees).
Unreduced normal retirement benefits are payable under the Retirement Plan
at (1) age 65, regardless of years of service or (2) any time after age 60
provided age plus years of vesting service total at least 90. The benefit
accrued under the pension formula set forth above is in the form of a straight
life annuity. An employee with at least ten years of vesting service who
retires prior to normal retirement date is eligible for a retirement benefit,
at reduced rates, provided the employee is at least age 55.
The following table sets forth annual retirement benefits for representative
years of service and average annual compensation as of December 31, 1999. The
amounts shown in the table were calculated without taking into account an
amount for covered compensation; accordingly, the benefits shown would be
subject to a reduction to reflect the payment of Social Security benefits.
Furthermore, the amounts shown in the table were calculated without adding any
amounts related to the portion of the formula which adds, beginning in 1996,
the sum of 1.5% of bonus pay for each plan year (not to exceed 25% of base
pay). This portion of the formula is not based on average annual compensation.
4
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The maximum permissible benefit under ERISA from the qualified Retirement
Plan for 1999 was $130,000. In addition, the maximum compensation for 1999 that
may be used in determining benefits from the qualified Retirement Plan is
$160,000. Our Executive Deferred Compensation Plan provides for the benefits
that are not payable from the Retirement Plan because of these two limitations.
The amounts shown in this table include the benefits payable under the
Executive Deferred Compensation Plan because of these two limitations.
Pension Plan
<TABLE>
<CAPTION>
Years of Service
--------------------------------------------------------------------
Remuneration(1) 15 20 25 30 35
--------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$125,000 $ 32,813 $ 43,750 $ 54,688 $ 65,625 $ 68,750
150,000 39,375 52,500 65,625 78,750 82,500
175,000 45,938 61,250 76,563 91,875 96,250
200,000 52,500 70,000 87,500 105,000 110,000
225,000 59,063 78,750 98,438 118,125 123,750
250,000 65,625 87,500 109,375 131,250 137,500
275,000 72,188 96,250 120,313 144,375 151,250
300,000 78,750 105,000 131,250 157,500 165,000
325,000 85,313 113,750 142,188 170,625 178,750
350,000 91,875 122,500 153,125 183,750 192,500
375,000 98,438 131,250 164,063 196,875 206,250
400,000 105,000 140,000 175,000 210,000 220,000
425,000 111,563 148,750 185,938 223,125 233,750
450,000 118,125 157,500 196,875 236,250 247,500
475,000 124,688 166,250 207,813 249,375 261,250
500,000 131,250 175,000 218,750 262,500 275,000
525,000 137,813 183,750 229,688 275,625 288,750
550,000 144,375 192,500 240,625 288,750 302,500
575,000 150,938 201,250 251,563 301,875 316,250
</TABLE>
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(1) As of year-end 1999, average annual compensation covered by CoorsTek's
Retirement Plan, which is equal to the highest average salary amount over a
consecutive 36 month period in the last 10 years, and credited years of
service, including previous compensation and years of service with
CoorsTek's subsidiaries, Graphic Packaging and its subsidiaries and Adolph
Coors Company and its subsidiaries, for the named executives are as follows:
Joseph Coors, Jr.--$485,000 and 23 years; John K. Coors--$174,152 and 20
years; Derek C. Johnson--$167,667 and 16 years; Katherine A. Resler--$89,983
and 8 years and Joseph G. Warren, Jr.--$152,000 and 18 years.
Executive Incentive Compensation
Stock Option and Incentive Plan
The Company has adopted the Stock Option and Incentive Plan which allows it
to issue stock options, stock appreciation rights, restricted stock, restricted
stock units, deferred stock awards, unrestricted stock awards, performance stock
awards, dividend equivalent rights, performance awards and annual incentive
awards. Under this plan, awards may be granted to CoorsTek's employees and
directors and to anyone else whose participation in the plan is determined to be
in CoorsTek's best interest. The Company reserved 2,194,699 shares of common
stock for issuance under this plan. Stock options intended to qualify as
incentive stock options under the Internal Revenue Code of 1986, as well as
options that do not qualify as incentive stock options, may be granted under
this plan. The exercise price of each option is determined by the compensation
committee but may not be less than 100% of the fair market value of CoorsTek's
common stock on the date of grant, unless the stock options are granted in lieu
of cash compensation forfeited by the participant, in which case the exercise
price will be discounted by the amount of cash compensation surrendered.
CoorsTek's board of directors has delegated authority to its compensation
committee to take all actions and make all determinations necessary or
appropriate under this plan, including the grant of awards consistent with the
terms of the plan.
5
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Executive Deferred Compensation Plan
CoorsTek has adopted the Executive Deferred Compensation Plan which provides
for the deferral of up to 100% of an eligible employee's bonus and annual
salary. The amounts deferred are first invested as a contribution to the
Company's 401(k) plan until the maximum elective contribution permitted by the
401(k) plan is met. Additional amounts may also be deferred in investments
established by the board. Eligible employees must elect to participate in this
plan at least 30 days prior to the commencement of the year in which the
compensation to be deferred is earned. An election to defer earnings must be
made for a period of no less that 24 months from the date the amount would
otherwise have been paid. Payments of deferred earnings may be made in a lump
sum or in pro-rata annual installments for a period not to exceed ten years from
the date the participant's employment is terminated. This plan also provides for
the payment of a benefit if the pension payable to the participant from the
Company's retirement plan is limited by either Internal Revenue Code Section 415
or 410(a)(17). To the extent a benefit is provided to the participant under this
plan because of limits imposed by Code Section 401(a)(17), it will be reduced by
the amount of the participant's Section 415 benefit.
Employee Stock Purchase Plan
CoorsTek has adopted the Employee Stock Purchase Plan which allows the
Company's employees to purchase shares of the Company's common stock. This plan
is intended to qualify under Section 423 of the Internal Revenue Code. The
Company's compensation committee, as plan administrator, has full authority to
adopt administrative rules and procedures and to interpret the provisions of
this plan. All of the Company's full-time employees are eligible to participate
provided they have been employed at least three months prior to the initial
offering period in which they participate. Under the plan, shares will be
purchased through payroll deductions accumulated during a series of offering
periods which are currently six months in duration but may be changed by the
compensation committee. The price of each share of common stock purchased under
the plan will be determined by the committee, but will not be less than 85% of
the fair market value of the stock: (1) on the first trading day of the offering
period, or (2) on the last trading day of the offering period. CoorsTek has
reserved 500,000 shares of the Company's common stock for issuance under this
plan.
Employment Contracts, Termination of Employment, Salary Continuation and
Change-in-Control Arrangements
CoorsTek has employment contracts with all of the named executive officers
for a three-year period. Under the contracts, the executives receive their
annual salary as indicated in the Summary Compensation Table and a $25,000
signing bonus and are eligible to participate in the Company's Stock Option and
Incentive Plan. Upon termination; the executive receives:
. nothing if terminated for cause;
. the greater of the remaining term of the agreement or one year's salary if
termination is not for cause, but two years salary if termination is due to
a Change of Control (as defined in our Stock Option and Incentive Plan);
and
. a gross up amount if certain excise tax payments are triggered.
Compensation received by the Company's named executive officers upon
retirement includes normal retirement benefits and, for the Company's Chief
Executive Officer and President, a number of shares of stock granted under
salary continuation agreements. The shares are payable in full upon retirement
at age 60 or after. Additionally, the shares are 50% vested at age 50 with 10
years of service and the remaining 50% vest in 5% increments between ages 51 and
60.
In the case of a Change of Control, the Company's compensation plans will be
affected as follows:
. under the Stock Option and Incentive Plan, all outstanding options will
become exercisable in full, all stock units will become payable in full and
prorated bonuses will be calculated and paid, if earned;
6
<PAGE>
. under the Executive Deferred Compensation Plan, distributions of
deferred amounts will be made in a lump sum within 90 days after the
Change of Control; and
. under the salary continuation agreements, stock units vest 100%
without regard to the executive's age or service.
The definition of "Change of Control" for these purposes is as follows:
. if beneficial ownership of 50% or more of either the outstanding shares of
CoorsTek's common stock or the combined voting power of CoorsTek's voting
stock is acquired by persons or entities not related to CoorsTek without
consent of CoorsTek's current board;
. upon the election of individuals constituting a majority of CoorsTek's
board who were either not members prior to their election or not
recommended to the stockholders by CoorsTek's board;
. upon a merger, consolidation or sale of all or substantially all of the
Company's assets, where upon (a) at least 50% of the outstanding shares of
the Company's common stock and of the combined voting power of voting
securities are not held in the same proportion, and by the same persons as
the beneficial owners prior to such event, (b) at least 35% of the
Company's common stock is held by a person that did not hold such amount
prior to the event, and (c) a majority of the Company's current board did
not survive the event; or
. upon approval by the Company's stockholders of the Company's complete
liquidation or dissolution.
7
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Signatures
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CoorsTek, Inc.
Date: July 17, 2000 By /s/ Joseph G. Warren, Jr.
------------------------------ -----------------------------
Joseph G. Warren, Jr.
Chief Financial Officer and
Treasurer
8
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Signatures
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CoorsTek, Inc.
Date: July 17, 2000 By
------------------------------ -----------------------------
Joseph G. Warren, Jr.
Chief Financial Officer and
Treasurer
