UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A1
( X ) ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (Fee Required)
For the fiscal year ended May 31, 1995.
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (No Fee Required)
Commission File Number: 1-4676
The Bethlehem Corporation
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(Name of small business issuer in its charter)
Pennsylvania 24-0525900
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
25th and Lennox Streets, Easton, Pennsylvania 18044-0348
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number including Area Code: (610) 258-7111.
Securities registered under Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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Common Stock, no par value American Stock Exchange, Inc.
Securities registered under Section 12(g) of the Exchange Act: None.
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 the filing requirements for the past 90 days. Yes X . No. .
Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. (x)
State issuer's revenues for its most recent fiscal year: $14,540,591
As of August 21, 1995, 1,888,520 shares of the registrant's common stock were
outstanding and the aggregate market value of such common stock held by
non-affiliates was approximately $3,369,100 based on the average of the bid
($3.4375) and asked ($3.5625) prices on that date of $3.50.
<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS:
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
The directors are elected at the Annual Meeting of the
Stockholders of the Company and each director elected holds office until his
successor is elected and qualified. The Board currently consists of ten members.
The stockholders vote at the Annual Meeting for the election of directors. There
are no family relationships among any directors or executive officers of the
Company, except that directors Jan Gale and Ronald H. Gale are brothers.
The names of the directors as of the date hereof, together
with certain information regarding them, are as follows:
<TABLE>
<CAPTION>
Year Year
First Term
Became a Will
Name Age Principal Occupation Director Expire
- ---------------------------- -------- ----------------------------------------- -------------- ------------
<S> <C> <C> <C> <C>
John W. Pike 70 Vice Chairman of the 1991 1995
Company since December 1992
and Treasurer from May 1992
until January 1994;
President of the Company
from December 1991 to
December 1992; Vice
President of Boiler Sales
of the Company for five
years prior thereto
B. Ord Houston 82 Secretary of the Company 1976 1995
since June 1983, otherwise
retired for at least the
last five years; held
various positions with the
Company since 1966, most
recently as Executive Vice
President
O. Karl Dieckmann 82 Investment manager and 1960 1997
financial consultant,
retired for at least the
last five years
James L. Leuthe 53 Chairman of the Board of 1976 1997
Directors since 1977;
President and Chief
Executive Officer of the
Company from February 1979 to
November 1983; Chief Executive
Officer since November 1983;
Chairman of the Board of First
Lehigh Corporation, a bank
holding company
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Year Year
First Term
Became a Will
Name Age Principal Occupation Director Expire
- ---------------------------- -------- ----------------------------------------- -------------- ------------
<S> <C> <C> <C> <C>
Alan H. Silverstein 46 President and Chief 1994 1997
Operating Officer of the
Company since February
1994; from 1990 to present,
President of Earth Environmental
Services, Inc., a presently
inactive solid waste remediation
firm and developer of solid waste
co-generation projects; from July
1992 to February 1994, President
of Universal Envirogenics, Inc.,
a rebuilder of industrial gas
plants.
D.B. Cahoon 61 Consultant to the Company 1993 1996
since January 1994;
President and Chief
Operating Officer of the
Company from December 1992 to
December 1993; from 1989 to 1992,
President and Chief Executive
Officer of DeDietrich USA Inc.,
supplier of glass-lined vessels
to the chemical and
pharmaceutical industries
Jan P. Gale 40 Vice President since 1978 1991 1996
of Universal Process
Equipment, Inc. ("UPE"), an
international supplier
of complete process plants
and equipment and
manufacturer of new
equipment in the United
States and Europe
Robert F. 65 Owner since 1949 of West 1984 1995
Bacigalupo Town Mortuary, a funeral
home; director since 1953
of Maywood Proviso State
Bank, Maywood, Illinois.
Ronald H. Gale 44 President and Chief 1990 1995
Executive Officer of UPE
since 1978
</TABLE>
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<PAGE>
EXECUTIVE OFFICERS
Certain information about the executive officers of the Company who are
not also directors of the Company is as follows:
<TABLE>
<CAPTION>
Position(s) Held with Registrant and
Name Age Business Experience
- ------------------------------------ -------------- --------------------------------------------------------
<S> <C> <C>
Antoinette L. Martin 37 Vice President and Chief Financial
Officer of the Company since October
1994; Acting Treasurer of the Company
from January to September 1994;
Accounting Manager of the Company from
June 1988 to February 1992; Controller
of the Company since February 1992.
James J. English 66 Consultant to the Company since June
1995; Executive Vice President of
Manufacturing of the Company from
February 1992 until June 1995; Vice
President of Manufacturing of the
Company from May 1979 to February
1992; employed as Plant Manager of the
Company from February 1977 to January
1994.
Anthony A. Chiarella 47 Vice President of Manufacturing of the
Company since October 1994; Plant
Manager of the Company from January
1994 to September 1994; consultant to
the Company from November to December
1993. Formerly with DeDietrich USA
Inc. from June 1987 to September 1993
as operations manager, plant manager
and Vice President of Operations.
</TABLE>
COMPLIANCE WITH SECTION 16(a)OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's executive officers and directors, and persons who own
more than 10% of a registered class of the Company's equity securities to file
with the Securities and Exchange Commission (the "SEC") initial reports of
ownership and reports of changes in ownership of equity securities of the
Company. Executive officers, directors and greater than 10% shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms which they file.
To the Company's knowledge, based solely on a review of the copies of
such forms received by it, or written representations from certain reporting
persons that no other reports were required for those persons, the Company
believes that all filing requirements applicable to its executive officers,
directors and greater than 10% stockholders were complied with during the fiscal
year ended May 31, 1995 and the transition period ended May 31, 1994.
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<PAGE>
ITEM 10. EXECUTIVE COMPENSATION.
The following table summarizes the compensation paid or accrued by the
Company for services rendered during the years ended December 31, 1992 and 1993,
during the transition period ended May 31, 1994 and during the fiscal year ended
May 31, 1995 to the Company's Chief Executive Officer and to each of the
Company's executive officers whose total salary and bonus exceeded $100,000
during the fiscal year ended May 31, 1995 (the "Named Executive Officers").
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation Long Term Compensation
-------------------------------------- ------------------------------
Name and Other Annual Stock Option All Other
Principal Position Year Salary Bonus Compensation(s) Awards Compensation
- --------------------- -------- -------- --------- ----------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
James L. Leuthe 1995 -- -- -- -- $672(2)
Chairman and Chief 1994(3) -- -- -- -- 280(2)
Executive Officer(1) 1993 -- -- -- -- 672(2)
1992 $2,616 -- $8,387(4) -- 672(2)
Alan H. Silverstein 1995 110,000 30,000 5,472(4) 250,000 11,925(2)
President and Chief 1994(3) 36,667 - 1,824(4) 10,000 224(2)
Operating Officer(5)
</TABLE>
(1) Mr. Leuthe was not compensated for his services during the Company's fiscal
year ended December 31, 1993, the transition period ended May 31, 1994 or the
Company's fiscal year ended May 31, 1995.
(2) Represents life insurance premiums paid by the Company.
(3) Includes compensation received only during the transition period January 1
to May 31, 1994.
(4) Includes lease and insurance costs paid by the Company with respect to use
of an automobile.
(5) Mr. Silverstein was elected President and Chief Operating Officer of the
Company in February 1994. Prior to that time, Mr. Silverstein served as a
consultant to the Company.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information concerning options granted
during the fiscal year ended May 31, 1995 to the Named Executive Officers.
<TABLE>
<CAPTION>
Number of
Securities Percentage of Per
Underlying Total Options Share
Options Granted to Exercise Expiration
Name Granted Employees Price Date
- ----------------------------- ----------------- -------------------- ------------- ----------------------
<S> <C> <C> <C> <C>
Alan H. Silverstein 250,000 100.0% $0.9375 December 29,
2004
</TABLE>
AGGREGATED FISCAL YEAR-END OPTIONS
The following table sets forth certain information regarding
unexercised stock options held by each of the Executive Officers named in the
Summary Compensation Table as of May 31, 1995. No stock options were exercised
by any such officer during the fiscal year ended May 31, 1995.
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<PAGE>
AGGREGATED FISCAL YEAR-END OPTION VALUES
Value of
Unexercised in-
Number of the-Money
Unexercised Options at
Options at May 31, 1995
May 31, 1995 ($)(1)
Exercisable/ Exercisable/
Unexercisable Unexercisable
Name --------------------- ------------------------
- ----
James L. Leuthe 10,000/0 0/0
Alan H. Silverstein (2) 10,000/250,000 0/296,875
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(1) On May 31, 1995, the last reported sales price of the Company's Common
Stock as reported by the American Stock Exchange was $2.125 per share.
(2) The 250,000 options referenced are not exercisable until approval by
stockholders at the Annual Meeting and, further, as to the 50,000 of
such options, until January 1, 1996.
COMPENSATION OF DIRECTORS
Except as described below, directors are not compensated for their
services in such capacity, but are entitled to reimbursement of expenses
incurred in connection with their attendance at all meetings.
The Company maintains an Equity Incentive Plan for Directors (the
"Director Option Plan"). Under the Director Option Plan: (i) each person who was
a director of the Company on March 21, 1991 received an option for 10,000 shares
and (ii) each individual who becomes a director of the Company after March 21,
1991 is granted an option for 10,000 shares. The exercise price of each option
granted under the Director Option Plan is the greater of $3.15 per share or 100%
of the fair market value of a share of the Company's Common Stock on the date
the option is granted. No option granted under the Director Option Plan may be
exercised during the six months after its grant; thereafter, the option becomes
exercisable in full. No option may be exercised after five years from the date
of grant. Options are not assignable.
Messrs. Bacigalupo, Dieckmann, J. Gale, R. Gale, Houston, Leuthe and
Joseph T. Posh (a former Director of the Company) were each granted 10,000
options under the Director Option Plan in March 1991. Messrs. Pike, Cahoon
and Silverstein were each granted 10,000 options under the Director Option
Plan in February 1992, February 1993 and February 1994, respectively. All of
the foregoing options have an exercise price of $3.15 per share.
EMPLOYMENT AGREEMENTS
Mr. Alan Silverstein is employed by the Company pursuant to an
agreement (the "Employment Agreement") dated February 1, 1994. The Employment
Agreement provides for a five year term, with automatic renewal for successive
terms of two years, subject to a mutual right, exercisable within 120 days prior
to the expiration of any term, not to renew the Employment Agreement. The salary
paid to Mr. Silverstein for the first year under the Employment Agreement is
$110,000, increasing to $165,000 in the fifth year. Mr. Silverstein is entitled
to a quarterly bonus based on the earnings of the Company, with a minimum
guaranteed bonus for the first 18 months of $30,000.
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<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
HOLDERS OF MORE THAN FIVE PERCENT BENEFICIAL OWNERSHIP
The following table sets forth, as of September 28, 1995, information
regarding all persons who are known to the Company to be the beneficial owner of
more than 5% of the Company's outstanding Common Stock.
<TABLE>
<CAPTION>
Percent of
Name and Address of Shares Owned Outstanding
Beneficial Owner Beneficially Shares
- ---------------------------------------------- --------------------------------- ------------------------
<S> <C> <C>
James L. Leuthe 223,624(1) 11.8%
25th & Lennox Streets
Easton, PA 18045
Universal Process 1,831,600(2)(3)(4) 54.9
Equipment, Inc.
P.O. Box 338
Roosevelt, NJ 08555
Robert F. Bacigalupo 150,901(5) 7.9
2433 S. Oakley Avenue
Chicago, IL 60608
</TABLE>
(1) Of this total, 52,281 shares are owned by Nikki, Inc., a corporation in
which Mr. Leuthe is an officer, director and the sole stockholder, 161,343
shares are owned by Mr. Leuthe and 10,000 shares are purchasable by Mr. Leuthe
upon exercise of options granted under the Director Option Plan. This total does
not include 640 shares owned by Mr. Leuthe's children, of which he disclaims
beneficial ownership.
(2) Includes 1,450,000 shares issuable pursuant to an option granted to UPE by
the Company on December 22, 1993.
(3) According to information provided to the Company by UPE, Ronald H. Gale and
Jan Gale are officers, directors and principal stockholders of UPE, and each may
be deemed to beneficially own the shares owned by UPE. In addition to shares
they beneficially own through UPE, Ronald H. Gale individually owns 72,000
shares of Common Stock and has the right to purchase 10,000 shares upon the
exercise of options granted under the Director Option Plan; and Jan Gale
individually owns 70,000 shares and has the right to purchase 10,000 shares upon
the exercise of options granted under the Director Option Plan. Each individual
disclaims beneficial ownership of the shares individually owned by the other.
(4) Information obtained from Amendment No. 1 to Schedule 13D which was filed
with the Securities and Exchange Commission on or about December 23, 1993.
(5) Of this total, 140,901 shares are owned by Mr. Bacigalupo and 10,000 shares
are purchasable upon the exercise of options granted under the Director Option
Plan. This total does not include 2,331 shares owned by Mr. Bacigalupo's wife,
1,000 shares held in trust for the benefit of his son and 5,000 shares held in
trust for the benefit of his mother. Mr. Bacigalupo is the trustee of the two
trusts, and he disclaims beneficial ownership of these 8,331 shares.
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<PAGE>
BENEFICIAL OWNERSHIP BY MANAGEMENT AND DIRECTORS
The following table sets forth, as of September 28, 1995, information
regarding the ownership of the outstanding Common Stock of the Company for each
director, each Named Executive Officer and all directors and executive officers
of the Company as a group.
<TABLE>
<CAPTION>
Percent of
Shares Owned Outstanding
Name of Beneficial Owner Beneficially Shares
- --------------------------------------------------- --------------------------- ---------------------------
<S> <C> <C>
James L. Leuthe(1)(2) 223,624 11.8%
Alan H. Silverstein (3) 10,000 *
Robert F. Bacigalupo (1)(2) 150,901 7.9
D.B. Cahoon (2) 10,000 *
O. Karl Dieckmann (2) 46,686 2.5
Ronald H. Gale (2)(4) 1,913,600 57.1
Jan Gale (2)(4) 1,911,600 57.1
B. Ord Houston (2) 14,865 *
John W. Pike (2)(5) 45,000 2.4
All directors and executive 2,494,676 72.5%
officers as a group (11 persons)
</TABLE>
- -------------------
* Less than 1.0%.
(1) Reference is made to "Security Ownership of Certain Beneficial Owners and
Management - Holders of More Than Five Percent Beneficial Ownership."
(2) Includes 10,000 shares issuable pursuant to options exercisable within 60
days of the date hereof pursuant to the terms of the Director Option Plan.
(3) Includes 10,000 shares issuable pursuant to options exercisable within 60
days of the date hereof pursuant to the terms of the Director Option Plan and
does not include 200,000 shares issuable pursuant to options granted under the
1994 Stock Option Plan, the exercise of which is subject to approval by the
stockholders at the Annual Meeting.
(4) Includes 1,831,600 shares beneficially owned by UPE, in which the individual
is an officer, director and principal shareholder. See "Security Ownership of
Certain Beneficial Owners and Management - Holders of More Than Five Percent
Beneficial Ownership."
(5) Includes 5,000 shares issuable pursuant to options exercisable within 60
days of the date hereof.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Ronald Gale and Jan Gale are directors and stockholders of the Company
and are officers, directors and principal stockholders of Universal Process
-8-
<PAGE>
Equipment (U.P.E.), a corporation which is a stockholder of the Company. U.P.E.
and/or Ronald and Jan Gale are also majority stockholders or otherwise
affiliated with other companies that engage in transactions with the Company.
U.P.E. and related entities purchased processing equipment manufactured by the
Company as well as utilized the Company's remanufacturing services. The
approximate total revenues derived from sales to UPE and related parties were
$2.4 million for the fiscal year ended May 31, 1995, $290,000 for the transition
period from January to May 1994 and $740,000 for the fiscal year ended December
31, 1993. The terms of such sales were at least as favorable to the Company as
could have been obtained from unaffiliated third parties.
On December 22, 1993, UPE was granted 300,000 shares of the Company's
Common Stock and an option to purchase an additional 1,450,000 shares pursuant
to an agreement (the "UPE Agreement") between the Company and UPE. Such stock
was granted in consideration of UPE's (i) services in structuring and
negotiating a settlement agreement among The Harrisburg Authority
("Harrisburg"), the Company and UPE with respect to a judgment in the amount of
$2,127,071 which Harrisburg had obtained against the Company; (ii) payments on
behalf of the Company to Harrisburg under the settlement agreement; (iii)
providing a guaranty of and surety for the Company's full and timely payment to
Harrisburg of $650,000 in specified installments; and (iv) granting to
Harrisburg security interests in certain equipment held for sale by UPE and in a
percentage of the proceeds from the sale of such equipment in the ordinary
course of UPE's business.
Beginning in July, 1993 through January, 1994, Alan H. Silverstein was
retained as a consultant to the Company. In that capacity he played a key
advisory role in the structure and negotiation of the final settlement agreement
with the Harrisburg Authority and the resolution of several other potential
litigation matters. Mr. Silverstein was paid $69,939 in consulting fees and
expenses for services during that time.
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<PAGE>
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.
THE BETHLEHEM CORPORATION
Date: September 28, 1995 By: /s/ Alan H. Silverstein
-------------------------
Alan H. Silverstein
President, Chief Operating
Officer and Director
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