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SECURITES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-KSB
Amendment 1
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended April 30, 2000 Commission File No. 0-8512
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MONARCH SERVICES, INC.
(Name of small business issuer in its charter)
DELAWARE 410-254-9200 52-1073628
(State or other jurisdiction (Issuer's telephone (I.R.S. Employer
of incorporation or number, including Identification No.)
organization) area code)
4517 Harford Road 21214
Baltimore, Maryland (Zip code)
(Address of principal executive offices)
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.25 par value
(Title of each class)
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 past
twelve 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 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 the 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. [ ]
The issuer's revenues for the fiscal year ended April 30, 2000 are
$4,001,000.
As of July 20, 2000, the aggregate market value of the Issuer's common
stock held by non-affiliates was $3,866,183.
As of July 20, 2000, the number of shares outstanding of the Issuer's
common stock was 1,619,820.
Transitional small business disclosure format (check one):
Yes [ ] No [ X ]
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PART III
Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS, COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
ACT
The address of each of the Directors and officers of the
Company is c/o Monarch Services, Inc., 4517 Harford Road, Baltimore,
MD 21214.
Name, Age, Director Principal Occupation(s) and
Since Business Experience During
Past 5 Years
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A. Eric Dott, Age 73 1970 Chairman of the Board of the
Company since 1990. Mr. Dott
is the father of Jackson Y.
Dott, President of the Company.
Jackson Y. Dott, Age 42 1987 President, Treasurer and Chief
Executive Officer of the
Company since 1990. Mr. Dott
is the son of A. Eric Dott,
Chairman of the Company.
David F. Gonano, Age 53 1996 Certified Public Accountant,
Managing Director of American
Express Tax & Business
Services, Personal Financial
Specialist.
Helen Delich Bentley, Age 76 1995 President of Helen Bentley and
Associates, Inc. since 1995;
Consultant for the Port of
Baltimore since 1995; Member
of the U.S. House of Represent-
tives from 1985-1995.
Kenneth C. Holt Age 49 2000 Senior Vice President of Morgan
Stanley Dean Witter, Financial
Advisor.
Steven M. Szekely, Age 76 N/A Executive Vice President of
the Company since 1979 and
Secretary of the Company since
1990.
Marshall Chadwell, Age 60 N/A Chief Financial Officer of the
Company since 1996; Controller
of Company since 1995.
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Act") requires that the Company's Directors and
executive officers, and persons who own more than 10% of the
Company's outstanding Common Stock, file with the Securities
and Exchange Commission (the "SEC") initial reports of owner-
ship and reports of change in ownership of the Common Stock of
the Company. The same persons are also required by SEC
regulation to furnish the Company with copies of all Section
16(a) forms that they file.
To the Company's knowledge, based solely on a review of
the copies of such reports furnished to the Company, all
required filing requirements under Section 16(a) of the
Securities Exchange Act of 1934, were filed in fiscal year
2000.
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Item 10. EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth the compensation paid or
allocated to the chief executive officer and each other executive officer whose
salary and bonus exceeded $100,000 for services rendered to
the Company in all capacities during the fiscal years ended April 30,
1998, 1999 and 2000. Compensation paid to each other executive
officer of the Company did not exceed $100,000 in any such
year.
Annual Long-Term
Compensation Compensation
Awards
Securities
Name and Principal Position Year Salary Bonus Underlying
($) ($) Options
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Jackson Y. Dott 2000 77,300 - 40,000(1)
Chief Executive Officer 1999 59,800 25,000 -
1998 59,800 - 40,000(2)
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(1) This option will expire on March 3, 2005.
(2) This option expired without exercise on September 30, 1998.
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OPTION GRANTS IN LAST FISCAL YEAR
(Individual Grants)
Percent of
Number of Total
Securities Options
Underlying Granted to
Options Employees in Exercise or
Granted Fiscal Year Base Price Expiration
Name (#) (%) ($/Sh) Date
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Jackson Y. Dott 40,000 33.33 3.94 3/3/05
Twenty-five percent of the stock option grants above shall vest on each of the
following four anniversaries of March 3, 2000.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
Shares
Acquired Number of Securities Value Of Unexercised
on Value Underlying Unexercised In-The-Money Options
Name Exercise Realized Options at FY-End at FY-End
(#) ($) (#) ($)
Exercisable Unexercisable Exercisable Unexercisable
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Jackson -0- -0- 40,000 -0- -0- -0-*
Y. Dott
* Based on closing price of Common Stock on the Nasdaq SmallCap Stock Market
on April 30, 2000 of $3.44.
DIRECTOR COMPENSATION
The Company's Directors have not received any cash compensation
for their services as Directors for the past year. Each of Messrs. A. Dott, J.
Dott and Gonano and Ms. Bentley received options to purchase 40,000 shares of
common stock during the fiscal year.
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Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth certain information regarding
beneficial ownership of the Common Stock as of August 15, 2000
by (i) each person that is known by the Company to beneficially own
or exercise voting or dispositive control over 5% or more of the
outstanding shares of Common Stock; (ii) each Director; and (iii)
all Directors and executive officers as a group. Except as otherwise indicated
in the footnotes to the table, the persons named below have sole voting and
disposition power with respect to the shares beneficially owned
by such persons. In general, a person is deemed to be a "beneficial
owner" of a security if that person has or shares the power to vote
or direct the voting of such security, or the power to dispose or
direct the disposition of such security. A person is also deemed
to be the beneficial owner of any securities of which the person has
the right to acquire beneficial ownership within 60 days. Unless otherwise
indicated, the address of each stockholder set forth below is c/o Monarch
Services, Inc., 4517 Harford Road, Baltimore, MD 21214.
Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Class
Jackson Y. Dott 427,529(1) 26.4%
A. Eric Dott 177,490(2) 11.0%
Helen Delich Bentley 3,080 00.2%
David F. Gonano -0- *
Kenneth C. Holt -0- *
Anthony J. Sutton (3) 151,200 9.3%
1135 West Fourth Street
Winston-Salem, NC 27101
Swampoodle L.P. (4) 82,000 5.1%
814 Woodside Parkway
Silver Spring, MD 20910
All Directors, Executive 608,099 37.6%
Officers as a group
(5 persons)
__________________________________________
* Represents less than 1% of the outstanding shares of Common Stock.
(1) Includes 3,000 shares of Common Stock held by Mr. Dott's daughter over
which Mr. Dott exercises the power to vote and dispose.
(2) Includes 4,000 shares of Common Stock held by Mr. Dott's held by Mr.
Dott's grandchildren over which Mr. Dott exercises the power to vote and
dispose.
(3) Based solely upon the Schedule 13D filed with the Securities and Exchange
Commission.
(4) Based solely upon the Schedule 13D filed with the Securities and Exchange
Commission. The General Partner of Swampoodle L.P. is Swampoodle Holdings, Inc.
("Holdings"). The directors and executive officers of Holdings are Michael R.
Drayne (Director, President and Treasurer) and Maria Drayne (Director, Vice
President and Secretary).
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Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. A. Eric Dott is the joint owner with his wife of certain
real property located in Baltimore, Maryland comprising approximately
32,000 square feet and utilized as offices and plant by the Company
under a lease expiring in June 2007. The lease calls for an annual net
rental of $136,368.00 through June 2001 and adjusted annually each
following year based upon any increase in the Consumer Price Index (the
"Index") which is calculated by comparing the Index from the first
full calendar month of the preceding lease year with the Index in
effect as of the last full calendar month of the preceding lease
year. The management of the Company believes that the terms of its
lease with the Dotts are comparable to those which would be
obtainable in leases with non-affiliated parties.
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S I G N A T U R E S
In accordance with 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.
MONARCH SERVICES, INC.
By: /s/ A. Eric Dott
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A. Eric Dott, Chairman
and Director
DATE: August 25, 2000
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In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
Date August 25, 2000 /s/ Jackson Y. Dott
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Jackson Y. Dott, President
(Principal Executive Officer),
Treasurer and Director
Date August 25, 2000 /s/ David F. Gonano
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David F. Gonano, Director
Date August 25, 2000 /s/ Helen Delich Bentley
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Helen Delich Bentley, Director
Date August 25, 2000 /s/ Kenneth C. Holt
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Kenneth C. Holt, Director
Date August 25, 2000 /s/ A. Eric Dott
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A. Eric Dott, Chairman and
Director
Date August 25, 2000 /s/ Marshall Chadwell
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Marshall Chadwell, Controller
(Principal Financial and
Accounting Officer)
