<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM 10-KSB/A
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1998
Commission File No. 000-05667
Seal Holdings Corporation
(Name of Small Business Issuer in Its Charter)
Delaware 64-0769296
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
5601 N. Dixie Highway, Suite 411, Ft. Lauderdale, FL 33334
(Address of principal executive offices) (Zip Code)
(954) 771-5402
(Issuer's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Exchange Act: NONE
Securities registered pursuant to Section 12(g) of the Exchange Act:
Class A Common Stock, $.20 Per Share
Check whether the issuer: (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 [ ]
Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B contained herein, 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 the issuer's revenues for its most recent fiscal year: $25,267
State the aggregate market value of the issuer's voting stock held by
non-affiliates of the issuer as of April 15, 1999: $4,421,170.
State the number of shares outstanding as of the issuer's classes of common
stock as of April 15, 1999:
Class A Common Stock, $.20 par value: 11,598,994
Class B Common Stock, $.20 par value: 25,000
DOCUMENTS INCORPORATED BY REFERENCE - None
<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.
The following table sets forth the names, ages and positions held with respect
to each Director and Executive Officer of the Seal Holdings Corporation (the
"Company") as of April 23, 1999.
<TABLE>
<CAPTION>
Name Age Position Since
<S> <C> <C> <C>
M. Lee Pearce, M.D. 68 Chairman of the Board, 1999
Class B Director 1999
Robert G. Tancredi, M.D. 61 Chief Executive Officer, 1999
Class B Director 1999
John J. Rydzewski 46 Class B Director 1999
Thomas M. Ferguson 59 Class A Director 1999
Rudy J. Noriega 62 (1) 1999
Cecilio M. Rodriguez 39 Treasurer, 1999
Secretary 1999
</TABLE>
- ---------------
(1) Mr. Noriega is the President of certain of the Company's operating
subsidiaries.
M. Lee Pearce, M.D. has served as a Class B Director and Chairman of the Board
of Directors and a principal stockholder of the Company since April 1999. Dr.
Pearce has over 40 years of experience in the health care industry. For the
majority of his health care career, he has been the Chairman and Chief Executive
Officer of health care services companies which he founded. From February 1993
to January 1997, Dr. Pearce served as a director of OrNda Health Corporation
("OrNda") (NYSE:ORN), the third largest investor-owned hospital management
system in the United States which operated 48 acute care medical-surgical
hospitals, ambulatory surgical centers, numerous outpatient and specialty
clinics. From 1989 to February 1997, he served as a director of IVAX Corporation
(AMEX:IVX), a manufacturer of pharmaceuticals, personal care products and
diagnostic devices. In 1991, entities in which Dr. Pearce was a substantial
owner included Golden Glades Regional Medical Center in Miami which was later
restructed and sold. From 1987 through 1989, Dr. Pearce was at first a
significant shareholder (1987) and then a director (1988) of American Medical
International, Inc. (NYSE: AMI). Between 1969 and 1985, he was the Chairman and
Chief Executive Officer of American Hospital Management Corp., the operating
management company of American Hospital of Miami and North Ridge Medical Center
(two hospitals which he founded, developed and which were sold to AMI in 1985).
Dr. Pearce is a member of the Board of Fellows of the Harvard Medical School and
serves as a pro-bono consultant to the Mayo Foundation and the Mayo Medical
Ventures. He also serves on the Board
<PAGE>
of Trustees of the University of Miami where he is also a member of the George
E. Merrick Society. In addition to Dr. Pearce's medical degrees, he also
received a J.D. degree from the University of Miami and is a member of the
Florida Bar and the American Bar Association.
Robert G. Tancredi, M.D. has served as a Class B Director and Chief Executive
Officer of the Company since April 1999. Dr. Tancredi has also served as the
Chief Executive Officer and as a Manager of OH, Inc., a wholly owned subsidiary
of the Company since April 1999. From December 1991 until his retirement as of
December 31, 1996, Dr. Tancredi was Chairman of the Board of Governors of the
Mayo Clinic, Scottsdale, Arizona. From October 1997 until April 2, 1999, Dr.
Tancredi provided consulting services to certain affiliates of the Company and
of Dr. Pearce.
John J. Rydzewski has served as a Class B Director of the Company since April
1999. Since 1993, Mr. Rydzewski has been an investment banker specializing in
health care finance and has been a principal of Benedetto, Gartland & Company,
Inc., an investment banking firm. Mr. Rydzewski was previously a Vice President
in the Health Care Finance Group of Kidder, Peabody & Co. and a manager at Price
Waterhouse & Co. Mr. Rydzewski previously served as Chairman of the Board of ARV
Assisted Living, Inc. and as a director of United Medical and Maxim Healthcare
Corporations. Mr. Rydzewski received a Master of Business Administration Degree
and a Bachelor of Science Degree from The Wharton School of the University of
Pennsylvania.
Thomas M. Ferguson has served as a Class A Director of the Company since April
1999. Mr. Ferguson was the Company's Chairman of the Board and a Class B
Director from February 7, 1997 to April 2, 1999, and President and Chief
Executive Officer of the Company from August 14, 1996 to April 2, 1999. Since
1992, he has been a Director, Chairman and President of First Stanford
Corporation, a private advisory company engaged in providing services
principally with respect to maritime transactions and the development of
strategic business and financial plans for national and international companies.
Mr. Ferguson serves as a director of Camber Companies, LLC. Mr. Ferguson is the
sole stockholder, officer and Director of First Magnum Corporation. Mr. Ferguson
received a Bachelor of Arts degree from Florida State University.
Rudy J. Noriega has served as an executive officer of a number of the Company's
subsidiaries since January 1998. Mr. Noriega has been a health care executive
for the last 35 years. Since 1991, he has served as the President and Chief
Executive Officer of Health Care Resource Consultants, Inc. ("HRCI"), a health
care management consulting firm. HRCI also served as a consultant to COCF
until July 1998. Mr. Noriega has also served as the President and a Director of
several other affiliates of the Company and of Dr. Pearce, including VAE, Inc.,
a construction company, and Oakridge Medical Group Realty, Inc., which owns a
physician medical office building. From March 1993 to September 1995, Mr.
Noriega was employed by OrNda as a Senior Vice President of OrNda of South
Florida, Inc. From 1991 to 1993, he was the Chief Executive Officer of Golden
Glades Regional Medical Center. Mr. Noriega is currently a fellow of the
American College of Healthcare Executives.
3
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Cecilio M. Rodriguez, CPA has served as the Secretary and Treasurer of the
Company since April 1999. Mr. Rodriguez has served as an executive officer of a
number of the Company's subsidiaries since January 1998. From October 1996 to
January 1998, Mr. Rodriguez served as Senior Vice President and Chief Financial
Officer of First Financial Acceptance, Inc., a consumer finance company. From
April 1991 until its sale in October 1996, Mr. Rodriguez was a Senior Vice
President and Chief Financial Officer of Bank of North America. Bank of North
America was controlled by Dr. Pearce. Mr. Rodriguez has been licensed in Florida
as a Certified Public Accountant since 1982.
There are no family relationships between any of the Company's executive
officers and Directors. All Class A Directors are elected by holders of the
Class A Common Stock and all Class B Directors are elected by holders of the
Class B Common Stock at the annual meeting of the stockholders of the Company
and hold office following election or until their successors are elected and
qualified. The bylaws permit the Board of Directors to fill any vacancy and such
Director may serve until the next annual meeting. The Officers of the Company
are appointed by and serve at the discretion of the Company's Board of
Directors.
To the best knowledge of the Company, other than as stated above, no Director of
the Company is a Director of any other company with a class of securities
registered under Section 12 of the Securities Exchange Act of 1934 or subject to
the requirements of Section 15(d) of that Act or any company registered under
the Investment Company Act of 1940.
Compliance with Section 16(a) of the Exchange Act
Based solely on a review of Forms 3 and 4 and amendments thereto furnished to
the Company under Rule 14a-3(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") during the fiscal year ended December 31, 1998, and
on Forms 5 received in regard to the 1998 fiscal year, and any written
representations, the Company is not aware of the failure of any "Reporting
Person" (as defined in Section 16(a) of the Securities and Exchange Act 1934) to
file on a timely basis reports required by Section 16(a) during the fiscal year
ended December 31, 1998.
ITEM 10. EXECUTIVE COMPENSATION
Cash Compensation
The following table provides information as to the compensation paid by the
Company and its then subsidiaries, for the three fiscal years ended December 31,
1998, to its Chief Executive Officer. No other executive officer's remuneration
(i.e. annual salary and bonus) exceeded $100,000.
4
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<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
Other Annual
Name and Bonus Compen- Securities Underlying
Principal Position Year Salary($) ($) sation ($)(1) Options/SARs (#)
<S> <C> <C> <C> <C> <C>
Thomas M. Ferguson(2) 1998 26,529 -0- 3,171 445,000
Chairman, President and 1997 64,000 -0- 3,171 355,000
Chief Executive Officer 1996 18,138 -0- -0- -0-
</TABLE>
(1) Except for stock options issued pursuant to the Company's 1996, 1997 and
1998 Stock Option Plans, the Company has not provided any long-term
compensation plan, stock appreciation rights, defined benefit or actuarial
plan, employment contract or termination of employment or change in control
agreements with any executive officer. "Other Annual Compensation" includes
the value of life insurance in excess of regulation amounts provided by the
Company.
(2) Mr. Ferguson was appointed as President and CEO of the Company on August 14,
1996 and resigned as President and CEO effective April 2, 1999, when the
Company acquired 100% of OH, Inc., a Florida corporation, in exchange for
91% of the outstanding voting capital of the Company pursuant to an
Agreement and Plan of Exchange. Mr. Ferguson continues to serve as a
Director of the Company.
Option Grants During Fiscal Year 1998
The following table shows all grants during the fiscal year ended December 31,
1998 of stock options to the Chief Executive Officer.
<TABLE>
<CAPTION>
% of Total
Options
Number of Granted to Market
Shares Employees Exercise or Price on
Underlying in Fiscal Date of Base Price Date of Expiration
Name Options(#) Year(1) Grant ($/Share) Grant Date
<S> <C> <C> <C> <C> <C> <C>
Thomas M. Ferguson 225,000(2) 49% July 13, 1998 $1.75 $1.38 July 13, 2003
220,000(3) July 13, 1998 $1.75 $1.38 July 13, 2003
</TABLE>
(1) Represents all options granted during fiscal year 1998 to employees,
officers, Directors and one outside consultant.
(2) Issued pursuant to the Seal Fleet, Inc. Incentive Option Plan ("1997 Plan").
(3) Issued pursuant to the Seal Holdings Corporation 1998 Incentive Option Plan
("1998 Plan").
Employment Contracts
As of December 31, 1998, the Company had no written employment agreements with
Thomas M. Ferguson, the Company's former Chief Executive Officer, President, and
Chairman.
5
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Option Exercises and Year End Option Values
The following table shows the aggregate number of unexercised options granted
with respect to the Class A Stock of the Company under the 1996 Plan, the 1997
Plan, and the 1998 Plan to the Chief Executive Officer.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Shares Underlying In-the-Money Options
Acquired on Value Options/at FY End(#) at FY-End ($)
Name Exercise (#) Realized($) Exercisable/Unexercisable Exercisable/Unexercisable
<S> <C> <C> <C> <C>
Thomas M. Ferguson -0- -0- 800,000/-0- $900,000/-0-
</TABLE>
The Company's Stock Option Plans.
Currently, the Company has three stock options plans: (i) the Seal Holdings
Corporation 1998 Incentive Option Plan adopted in 1998 ("1998 Plan"), (ii) the
Seal Fleet, Inc. Incentive Option Plan adopted in 1997 ("1997 Plan"), and (iii)
the Seal Fleet, Inc. Long-Term Incentive Plan adopted August 14, 1996, as
amended March 21, 1997 ("1996 Plan"). The Company is also proposing to adopt the
Seal Holdings Corporation Long Term Incentive Plan at its 1999 Annual Meeting
of Stockholders. All options under the 1998 Plan, the 1997 Plan and the 1996
Plan have been granted.
The 1998 Plan
Number of Shares Subject to the 1998 Plan. The 1998 Plan reserves for
issuance up to Five Hundred Thousand (500,000) shares of the Company's Class A
Common Stock pursuant to the exercise of options granted under such plan. The
number of shares is subject to adjustment for any future stock dividends,
splits, mergers, combinations, or other changes in capitalization as described
in the 1998 Plan. The market value of the Company's Class A Common Stock as
reported on the National Daily Quotation Service ("Pink Sheets") as of April 9,
1998, the date of adoption of the 1998 Plan, was $0.69 per share.
In order to comply with the requirements for deductibility under
Section 162(m) of the Internal Revenue Code ("Code"), the maximum number of
shares which may be granted to an individual under the 1998 Plan during the full
ten-year term of the 1998 Plan is 250,000 shares.
Administration and Duration of the 1998 Plan. Authority to administer
the 1998 Plan and to grant awards rests with the Board of Directors, although
the Board may delegate its authority to grant awards to a Committee of the
Board. The 1998 Plan will terminate on March 27, 2008, but the Board retains the
right to suspend, terminate or amend the plan at any time. On termination of the
plan, outstanding awards remain in effect until they expire by their terms, are
forfeited or otherwise terminate.
Eligibility for Participation. Options may be granted under the 1998
Plan to executive Officers, key employees, consultants and Directors of the
Company and any subsidiary of the Company. Management estimates that as of
December 31, 1998, as many as two of its present
6
<PAGE>
employees are currently eligible to receive awards under the 1998 Plan. However,
depending upon numerous factors, awards may be granted to a significantly larger
or to a smaller number of employees. Management is not able to estimate the
number of consultants that may be eligible for the grant of options.
Terms of Options. Options granted to employees may be either incentive
stock options ("ISOs") which satisfy the requirements of Code Section 422 or
nonstatutory options ("NSOs") which are not intended to satisfy such
requirements. Options granted to Outside Directors and consultants may only be
NSOs. The option exercise price of ISOs may not be less than the fair market
value of the Company's Class A Common Stock on the date of grant of the ISO. The
option exercise price of NSOs is within the discretion of the Board. Payment of
the exercise price may be made in cash, by certified check, promissory note, or
other shares of the Company's Class A Common Stock. The term of an ISO may not
exceed ten years. The term of an NSO may not exceed the period determined by the
Board in the grant of the option. Options may be made exercisable under such
conditions as the Board or its delegate may establish, such as if the optionee
remains employed until a specified date, or if specified performance goals have
been met. If an optionee's employment terminates because of misconduct, such
option terminates immediately. If an optionee's employment terminates for any
reason other than misconduct, the option remains exercisable for a fixed period
of three months (twelve months where employment has terminated because of death
or disability) or a longer period to be fixed by the Board or its delegate up to
the remainder of the option's term. In no case may an option be exercised after
the expiration of the option term. An option may be exercised by the optionee or
his guardian or legal representative.
Federal Tax Consequences--Nonstatutory Options. No taxable income is
recognized by an optionee upon the grant of an NSO. The optionee generally will
recognize ordinary income in the year in which the option is exercised equal to
the excess of the fair market value of the purchased shares at the date of
exercise price, and the optionee will be required to satisfy the tax withholding
requirements applicable to such income which the optionee may elect to satisfy
by having the Company withhold shares from the shares otherwise due or by
delivering a sufficient number of previously owned shares of the Company's Class
A Common Stock to the Company. On ultimate sale of the shares, the optionee will
generally recognize as capital gain or loss the difference between the fair
market value on the date of exercise and the ultimate sales price.
Federal Tax Consequences--Incentive Stock Options. No taxable income is
recognized by the optionee at the time of the grant of an ISO and, except in
determining alternative minimum tax, no taxable income is recognized at the time
the ISO is exercised. The optionee will, however, recognize taxable income or
loss in the year in which the purchased shares are sold or otherwise made the
subject of disposition.
For federal tax purposes, dispositions of ISOs are divided into two
categories: qualifying and non-qualifying. The optionee will make a qualifying
disposition of the purchased shares if the sale or other taxable disposition of
such shares is made more than two years after the grant date of the option and
more than one year after the exercise date. If the optionee fails to satisfy
either of these two holding periods prior to the sale or other disposition of
the purchased shares, then a non-qualifying disposition will result. Upon a
qualifying disposition of the shares, the optionee generally will recognize
long-term capital gain in an amount equal to the excess of (i) the amount
realized upon the sale or other disposition over (ii) the option price paid for
the shares. If there is a non-qualifying disposition of the shares, then the
excess of (i) the fair market value of the shares at the date of exercise (or,
if lower, the fair market value of the shares on the date of disposition) over
(ii) the option price paid therefor will be taxable as ordinary income. Any
additional gain recognized upon the disposition will be a capital gain, and such
gain will be long-term if the shares have been held for more than one year
following exercise of the option.
7
<PAGE>
Alternative Minimum Tax. The difference between the fair market value
of shares subject to an ISO on the date of exercise and the exercise price of
such shares is an adjustment to income for purposes of the alternative minimum
tax (the "AMT"). The AMT (imposed to the extend it exceeds the taxpayer's
regular tax) is 26% of an individual taxpayer's alternative minimum taxable
income (28% in the case of alternative minimum taxable income in excess of
$175,000). Alternative minimum taxable income is determined by adjusting regular
taxable income for certain items, increasing that income by certain tax
preference items (including the difference between the fair market value of the
shares subject to the ISO on the date of exercise and the exercise price) and
reducing this amount by the applicable exemption amount ($45,000 in case of a
joint return, subject to reduction under certain circumstances). If a
disqualifying disposition of the shares subject to an ISO occurs in the same
calendar year as exercise of the ISO, there is no AMT adjustment with respect to
those shares. Also, upon a sale of such shares that is a qualifying disposition,
alternative minimum taxable income is reduced in the year of sale by the excess
of the fair market value of the shares subject to the ISO at exercise over the
amount paid for such shares.
Deduction to the Company. The Company will be entitled to an income tax
deduction equal to the amount of ordinary income recognized by the optionee in
connection with the exercise of an NSO. The deduction generally will be allowed
for the taxable year of the Company in which occurs the last day of the calendar
year in which the optionee recognizes ordinary income in connection with such
exercise. If the optionee makes a disqualifying disposition of the shares
purchased on exercise of an ISO, then the Company will be entitled to an income
tax deduction for the taxable year in which such disposition occurs, equal to
the amount which is taxable to the employee as ordinary income. In no other
instance will the Company be allowed a deduction with respect to the optionee's
disposition of the shares purchased upon exercise of an ISO.
Under Section 162(m) of the Code, the Company is not entitled to a
deduction for certain executive compensation in excess of $1,000,000. This
limitation applies to compensation paid to the Company's Chief Executive Officer
and to each of its next four most highly compensated executive Officers. Amounts
treated as compensation pursuant to the exercise of stock options are subject to
the deduction limit, unless the option exercise price is at least equal to the
fair market value of the underlying stock on the date of grant or is made
subject to objective performance criteria. In addition, the grant of options
must be made by a committee of at least two "outside Directors" as defined under
Code Section 162(m).
8
<PAGE>
As of December 31, 1998, there were 500,000 options granted pursuant to the 1998
Plan outstanding.
1997 Plan
The 1997 Plan is substantially similar to the 1998 Plan, with the
following differences:
Number of Shares Subject to the 1997 Plan. The 1997 Plan reserves for
issuance up to 1,200,000 shares of the Company's Class A Common Stock pursuant
to the exercise of options granted under such plan. The market value of the
Company's Class Stock as reported on the Pink Sheets as of February 2, 1997,
the date of adoption of the 1997 Plan, was $0.50 per share.
In order to comply with the requirements for deductibility under
Section 162(m) of the Code, the maximum number of shares which may be granted to
an individual under the 1998 Plan during the full ten-year term of the 1997 Plan
is 600,000 shares.
Administration and Duration of the 1997 Plan. The 1997 Plan will
terminate on March 27, 2007, but the Board retains the right to suspend,
terminate or amend the plan at any time. On termination of the plan, outstanding
awards remain in effect until they expire by their terms, are forfeited or
otherwise terminate.
As of December 31, 1998, there were 1,200,000 options granted pursuant to the
1997 Plan outstanding.
1996 Plan
The 1996 Plan is substantially similar to the 1998 Plan, with the
following differences:
Number of Shares Subject to the 1996 Plan. The 1996 Plan reserves for
issuance up to 600,000 shares of the Company's Class A Common Stock pursuant to
the exercise of options granted under such plan. The market value of the
Company's Class A Common Stock as reported on the Pink Sheets, calculated based
upon the average closing bid price of the Common Stock of Seal Fleet, Inc. for
the five trading days immediately preceding August 14, 1996, the date of
adoption of the 1996 Plan, was $0.50 per share.
The 1996 Plan has no maximum number of shares that may be granted to an
individual in order to comply with the requirements for deductibility under
Section 162(m) of the Code.
Administration and Duration of the 1996 Plan. The 1996 Plan will
terminate on April 14, 2006, but the Board retains the right to suspend,
terminate or amend the plan at any time. On termination of the plan, outstanding
awards remain in effect until they expire by their terms, are forfeited or
otherwise terminate.
Terms of Options. Options granted to employees shall be exercisable for
common stock. The 1996 Plan does not distinguish between ISOs and NQSOs. Any
restricted shares awarded and later forfeited are again subject to award under
the 1996 Plan. The option price for an option shall
9
<PAGE>
be the fair market value of the common stock underlying the option on the date
of grant. Except in special circumstances, each option shall expire on the 10th
anniversary of the date of its grant. If an optionee ceases, other than by
reason of death or retirement, to be employed or associated with the Company,
all options granted to such optionee and exercisable on the date of termination
of employment or association shall expire on the earlier of (i) the tenth
anniversary after the date of grant, or (ii) three months after the day such
optionee's employment or association ends. In the event of optionee's
retirement, all options granted to such optionee, and exercisable on the date of
such optionee's retirement shall expire on the earlier of (i) the tenth
anniversary after the date of grant, or (ii) the second anniversary of the day
of such optionee's retirement. If an optionee dies, the option may be exercised,
to the extent of the number of shares that the optionee could have exercised on
the date of such death, by the optionee's estate, personal representative or
beneficiary who acquires the option by will or by the laws of descent and
distribution. Such exercise may be made at any time prior to the earlier of (i)
the tenth anniversary after the date of grant, or (ii) the first anniversary of
such optionee's death.
Change of Control. In the event of a change of control, all share
restrictions on all restricted shares will lapse and vesting on all unexercised
stock options will accelerate to the change of control date.
As of December 31, 1998, there were 80,000 options granted pursuant to the 1996
outstanding. Subsequently, during the first quarter of 1999, 20,000 of these
remaining options were exercised.
Compensation of Directors
As of December 31, 1998, the Directors are compensated at the rate of $500 for
regular meetings and $250 for each special meeting which they attend, and are
also reimbursed for expenses. During fiscal 1998, the following options were
granted to Directors of the Company (certain of whom no longer serve in that
capacity and will not stand for re-election. The initial terms of these option
grants are summarized below:
<TABLE>
<CAPTION>
Fair Market Date
Number Grant Value at Date of Initial Expiration
Director of Shares Price of Grant Grant Date(2)
-------- ---------- ----- ------------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Thomas M. Ferguson 225,000(1) $1.75 $1.38 July 13, 1998 July 13, 2003
220,000(2) $1.75 $1.38 July 13, 1998 July 13, 2003
Donald L. Caldera 100,000(2) $1.75 $1.38 July 13, 1998 July 13, 2008
J. Erik Hvide 50,000(2) $1.75 $1.38 July 13, 1998 July 13, 2008
</TABLE>
(1) Issued pursuant to the 1997 Plan.
(2) Issued pursuant to the 1998 Plan.
Meetings and Committees of the Board of Directors
10
<PAGE>
The Company's Board of Directors held six meetings during the fiscal year ended
December 31, 1998. At December 31, 1998, the Company had a Compensation
Committee consisting of Donald L. Caldera and J. Erik Hvide. During fiscal year
1998, the Compensation Committee held no meetings. The Compensation Committee
reviews existing and proposed compensation plans, programs and arrangements both
for officers of the Company and for certain non-officer employees. The Committee
also grant stock options and award restricted stock to key employees, including
officers and members of the Board, in accordance with the terms of the Company's
stock option plans. The full Board of Directors, and not the Committee, is
authorized to grant or award compensation, options or restricted stock to any
Officer or employee who is also a Director and a member of the Compensation
Committee. On April 2, 1999, Mr. Caldera and Mr. Hvide resigned as Directors and
as members of the Compensation Committee, in connection with the Agreement and
Plan of Exchange dated December 21, 1998 between the Company and OHI (the
"Exchange Agreement").
Due to the close working relationship among the members of the Company's Board
of Directors, the Company disbanded its Executive Committee and Audit Committee
in August 1996. In conjunction with the closing of the Exchange Agreement, on
April 15, 1999, the Board of Directors reorganized an Audit Committee and
appointed John Rydzewski and Thomas Ferguson, each of whom are outside
Directors, as members of both Company's Compensation Committee and Audit
Committee. The Audit Committee will review the scope of the accountants'
engagement, including the remuneration to be paid, and reviews the independence
of the accountants. The Audit Committee, with the assistance of the Company's
Treasurer, Chief Financial Officer and other appropriate personnel, will review
the Company's annual financial statements and the independent auditor's report,
including significant reporting and operational issues; corporate policies and
procedures as they relate to accounting and financial reporting and financial
controls; litigation in which the Company is a party; and use by the Company's
Executive Officers of expense accounts and other non-monetary perquisites, if
any. The Audit Committee may direct the Company's legal counsel, independent
auditors and internal audit staff to inquire into and report to it on any matter
having to do with the Company's accounting or financial procedures or reporting.
No Director attended fewer than 75% of the meetings of the Board of Directors or
of any committee on which such Director served held during the fiscal year ended
December 31, 1998.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows, as of April 23, 1999, the Common Stock owned
beneficially by (i) each Director of the Company, (ii) each Executive Officer,
(iii) all Directors and Executive Officers as a group, and (iv) each person
known by the Company to be the "beneficial owner" of more than five percent (5%)
of such Common Stock. "Beneficial ownership" is a technical term broadly defined
by the Securities and Exchange Commission to mean more than ownership in the
usual sense. For example, you "beneficially" own Common Stock not only if you
hold it directly, but also if you indirectly (through a relationship, a position
as a Director or trustee, or a contract or understanding), have (or share the
power to vote the stock, or sell it) the right to acquire it within 60 days.
Except
11
<PAGE>
as disclosed in the footnotes below, each person has sole voting and investment
power over his or her shares. As of April 23, 1999, there were 11,598,994 shares
of Class A Common Stock issued and outstanding and 1,557 holders of record, and
25,000 shares of Class B Common Stock issued and outstanding and one holder of
record. In addition, there are 2,000,000 shares of Series A Preferred Stock that
are convertible into 20,000,000 shares of Class A Common Stock at such time as
the Company's stockholders approve an amendment (the "Capital Amendment") to the
Company's Certificate of Incorporation to increase the number of authorized
shares of Class A Common Stock.
<TABLE>
<CAPTION>
Shares Percentage
Beneficially Beneficially
Name (1) Current Title Owned Owned
<S> <C> <C> <C>
M. Lee Pearce, M.D.(2) Class B Director, Chairman of the 30,168,419 95.5%
Board of Directors
Robert G. Tancredi, M.D. Class B Director, Chief Executive -- --
Officer
John J. Rydzewski(3) Class B Director 150,000 1.3%
Rudy J. Noriega (4) (4) (4)
Cecilio M. Rodriguez Treasurer and Secretary -- --
Thomas M. Ferguson(5) Class A Director 1,072,675 8.7%
All Directors and Executive 31,391,094 96.9%
Officers as a Group (6 Persons)
</TABLE>
- -------------
*Less than 1%.
(1) The address for each of the persons and entities listed above is 5610 N.
Dixie Highway, Suite 411, Fort Lauderdale, Florida 33334.
(2) The shares beneficially owned by Dr. Pearce (i) include 10,168,419 shares of
Class A Common Stock, (ii) include 25,000 shares of Class B Common Stock,
which are owned by Lauderdale Holdings, Inc., a Florida corporation, of
which Dr. Pearce is the sole shareholder, and (iii) assume the conversion of
2,000,000 shares of Series A Preferred Stock into 20,000,000 shares of Class
A Common Stock. Such Series A Preferred Stock automatically converts into
shares of Class A Common Stock at such time as the Company's stockholders
approve the Capital Amendment to increase the number of authorized shares of
Class A Common Stock to 99,975,000 shares. Each share of Series A Preferred
Stock is entitled to ten votes for each one share held. Once converted, each
share of Class A Common Stock is entitled to one vote for each one share
held.
(3) Includes 100,000 shares of Class A Common Stock owned by Benedetto, Gartland
& Company, Inc., a New York corporation, of which Mr. Rydzewski is a
director and shareholder. The calculation of Mr. Rydzewski's beneficial
ownership percentage does not take into account the shares of Class A Common
Stock issuable to Dr. Pearce upon conversion of the Series A Preferred Stock
nor the exercise of outstanding options held by third parties, including the
options held by Mr. Ferguson.
(4) Mr. Noriega is the President of certain of the Company's operating
subsidiaries. Mr. Noriega has certain arrangements with affiliates of Dr.
Pearce where he has certain rights to a small minority participation
interest in Dr. Pearce's investment in the Company.
(5) Includes (i) options to purchase up to 800,000 shares of Class A Common
Stock, all of which are fully vested and exercisable and (ii) 157,675 shares
held by First Magnum Corporation. As sole stockholder of First Magnum
Corporation, Mr. Ferguson has voting and investment power over First Magnum
Corporation's shares of Common Stock of the Company. The calculation of Mr.
Ferguson's beneficial ownership percentage does not take into account the
shares of Class A Common Stock issuable to Dr. Pearce upon conversion of the
Series A Preferred Stock nor the exercise of outstanding options held by
third parties.
12
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following describes certain transactions or relationships between the
Company and its officers, directors and certain related parties in which any of
them had or is to have a direct or indirect material interest. Except as
otherwise specifically set forth herein, for purposes of this section "Certain
Relationships and Related Transactions," the term "Company" also includes each
of the Company's subsidiaries.
Except as otherwise stated below, all transactions between and among the Company
and its subsidiaries described below, its executive officers and the
subsidiaries and each of their respective affiliates have been entered into
without the benefit of arm's length bargaining and may involve conflicts of
interest. The Company believes that transactions with affiliates have been made
on terms no less favorable to the Company than those available from unaffiliated
parties. In addition, the structure and proposed method of operations of the
Company may create certain inherent conflicts between the Company and its
affiliates.
Association of Directors and Officers
All of the Company's directors and officers who performed such functions prior
to the closing of the transactions contemplated by the Exchange Agreement were
associated with other firms or occupations involving other business activities.
Because of these affiliations and because these individuals devoted only part
time to the affairs of the Company, there were potential inherent conflicts of
interest in their acting as directors and officers of the Company and of other
entities. All of the Company's directors and officers who served as directors or
controlling stockholders of other entities were engaged in a variety of
businesses which may have had various transactions with the Company.
Agreement with First Stanford Corporation
Effective April 2, 1999, the Company entered into a consulting agreement ("FSC
Agreement") with First Stanford Corporation ("First Stanford"), whose sole
stockholder, officer and director is Thomas M. Ferguson, a Class A Director of
the Company (as of April 2, 1999) and the former Chief Executive Officer,
President and Class B Director of the Company (to April 2, 1999). Under the
terms of the FSC Agreement, First Stanford will provide advisory services with
respect to strategic and financial planning, marketing programs, corporate
organization and structure and other general corporate matters. The FSC
Agreement commenced on April 2, 1999 and will continue for a one year period. In
connection with the performance of its services, First Stanford will receive
$15,000 per month (for a total of $180,000 during the term of the FSC
Agreement). The terms and conditions of the FSC Agreement were with the benefit
of arm's length negotiations.
13
<PAGE>
M. Lee Pearce, M.D.
M. Lee Pearce M.D., the Company's Chairman of the Board and its majority
stockholder, directly or indirectly, owns a number of entities with which the
Company, through its wholly-owned subsidiaries, does or will do business. In
particular, Dr. Pearce (i) is the beneficial owner of North Ridge Va., Ltd.
("VAL"), the entity which owns the building where a comprehensive
state-of-the-art medical facility called the "Oakridge Comprehensive Outpatient
Center" (the "Center") is located in Fort Lauderdale, Florida and is operated
and leased by subsidiaries of the Company, (ii) is the beneficial owner of a
substantial majority of North Ridge Medical Plaza, Ltd. ("NRMP"), which owns the
building where the Company leases certain office suites for physician and
executive offices, as well as will lease space for a cardiac catheterization
laboratory ("Cath Lab") that will be operated by one of the Company's
subsidiaries, and (iii) is the beneficial owner of Oakridge Medical Group
Realty, Inc. ("Realty"), a Florida corporation that is controlled by an
affiliate of the Company, which owns two buildings that house the offices of
certain physician employees of a subsidiary of the Company.
Rudy J. Noriega
Mr. Noriega has certain arrangements with affiliates of the Company pursuant to
which Mr. Noriega has certain rights to invest for a small minority position in
certain affiliates, including VAL and NRMP. VAL owns the building in which the
Center is located and NRMP owns the building where the Company leases certain
office suites for physician and executive offices and will lease space for the
Cath Lab.
Agreements Among Subsidiaries
A number of the Company's subsidiaries have or will enter into agreements
between and/or among one another to perform certain management and other
services.
Lease Agreements between the Subsidiaries and Certain Affiliates of Dr. Pearce
The Company intends to enter into certain lease agreements between certain
operating subsidiaries of the Company, as lessees, and certain affiliates of
Dr. Pearce, as lessor. Currently, the Company intends to enter into a definitive
lease agreement with VAL, the owner of the Center. It is anticipated that the
lease will be a triple-net lease, however, the specific terms of the lease are
in the process of being negotiated.
14
<PAGE>
It is anticipated that the annual rental under such lease will be based on fair
market rates and that the balance of the material terms will be no less
favorable than could be obtained by the Company from unaffiliated parties in an
arm's length transaction.
The Company also expects to enter into a written lease agreement with NRMP for
the Cath Lab to consist of approximately 5,700 square feet. While the agreement
has not been fully negotiated or executed, the Company expects to do so within
the near future. It is anticipated that the annual rental under such lease will
be based on fair market rates and that the balance of the material terms will be
no less favorable than could be obtained by the Company from unaffiliated
parties.
Lease of Administrative and Physician Offices
Through one or more of its subsidiaries, the Company currently leases four
suites from NRMP. These suites are used for administrative and physician
offices. The office suites each lease for approximately $18 per square foot and
are on a month-to-month basis, which is consistent with the amount paid by and
terms of arrangements between NRMP and non-affiliated tenants. The Company has
not yet entered into a definitive written agreement with NRMP but intends to do
so in the near future. It is anticipated that the annual rental under such lease
will be based on fair market rates and that the balance of the material terms
will be no less favorable than could be obtained by the Company from
unaffiliated parties in an arm's length transaction.
Through its subsidiaries, the Company also leases approximately 16,000 square
feet at $18 per square foot, on a month to month basis for this space from
Realty. These rates were established by an independent appraisal firm. The
Company has not yet entered into a definitive written agreement with Realty.
Credit Support of Certain Company Obligations
The Company has entered into lease and loan agreements relating to computer
hardware and software, office equipment and medical equipment used or to be used
by the Company's subsidiaries. The total amount of the lease and loan
obligations is approximately $9.0 million. In connection with these lease and
loan obligations, Dr. Pearce has provided credit support for the issuance of
letters of credit in favor of the lessors and creditors. The amounts of the
letters of credit have been 20% of the value of the leased equipment or the
loan, as applicable, for a total of approximately $1.8 million. The Company
expects that in the near future, through its subsidiaries, the Company will
replace an approximately $200,000 letter of credit that is currently supported
by Dr. Pearce with a letter of credit supported by the Company's own collateral
and/or guarantees.
15
<PAGE>
Guarantees of other Contractual Obligations
Certain affiliates of Dr. Pearce have provided limited guarantees of certain
contractual obligations of the Company, including, among other items, agreements
with certain employees entered into before any significant capitalization of the
Company.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
The following documents are filed as a part of this report or are incorporated
by reference to previous filings, if so indicated:
(a) Exhibits
None
(b) Reports on Form 8-K
(i) Form 8-K dated April 19, 1999 regarding the Agreement and Plan of
Exchange dated December 21, 1998, between Seal Holdings Corporation and OH, Inc.
16
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Form 10-KSB/A to be
signed on its behalf by the undersigned, thereunto duly authorized.
SEAL HOLDINGS CORPORATION
Dated: April 29, 1999
By:/s/ Robert G. Tancredi, M.D.
-----------------------------
Robert G. Tancredi, M.D.,
Chief Executive Officer
By:/s/ Cecilio M. Rodriguez
-----------------------------
Cecilio M. Rodriguez
Principal Financial Officer
17
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Form 10-KSB/A has been signed by the following persons on behalf of the
Company and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/Thomas M. Ferguson Class A Director April 29, 1999
- ----------------------
Thomas M. Ferguson
/s/ M. Lee Pearce, M.D. Class B Director, April 29, 1999
- ------------------------
M. Lee Pearce, M.D. Chairman of the Board
/s/Robert G. Tancredi, M.D. Class B Director, April 29, 1999
- ---------------------------
Robert G. Tancredi, M.D. Chief Executive Officer
/s/John J. Rydzewski Class B Director April 29, 1999
- ---------------------
John J. Rydzewski
</TABLE>
18
