SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A-1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1996
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 0-8623
ROBOTIC VISION SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 11-2400145
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
425 Rabro Drive East, Hauppauge, New York 11788
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 273-9700
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- ---------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
--------------------------------------
(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. [ ]
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the Registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court. Yes [ ] No [ ]
The number of shares outstanding of the Registrant's common stock is
20,736,251 (as of 12/13/96).
The aggregate market value of the voting stock held by nonaffiliates of the
Registrant is $286,939,967 (as of 12/13/96).
DOCUMENTS INCORPORATED BY REFERENCE
None
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant
Set forth below is information concerning each of the directors
and executive officers of Robotic Vision Systems, Inc. ("RVSI" or the
"Company").
Director
Name Age Since Positions and Offices
- ------------------ --- ------ ---------------------------
Pat V. Costa 53 1984 Chairman of the Board,
President, Chief Executive
Officer
Frank A. DiPietro 70 1992 Director
Donald F. Domnick 75 1988 Director
Jay M. Haft 61 1977 Director
Donald J. Kramer 64 1995 Director
Mark J. Lerner 44 1994 Director
Howard Stern 59 1981 Senior Vice President
and Director
Robert H. Walker 61 1990 Executive Vice President,
Secretary, Treasurer and
Director
Steven J. Bilodeau 38 - President, RVSI Electronics
Division
Earl H. Rideout 50 - Vice President
William E. Yonescu 54 - Vice President
PAT V. COSTA has served as President, Chief Executive Officer and
Chairman of RVSI's Board of Directors (the "RVSI Board") since July
1984. Prior thereto and from 1977, Mr. Costa was employed by GCA
Corporation, most recently in the capacity of Executive Vice President.
GCA was engaged in the manufacturing of various electronic
instrumentation equipment and systems.
FRANK A. DIPIETRO began his career with General Motors Corporation
("GM") in 1944. During his forty-six year career with GM, he was
actively involved in automobile assembly and manufacturing engineering
systems. He retired in 1990 and continues as a consultant in laser
systems in several industries. At the time of his retirement, Mr.
DiPietro held the position of Director of Manufacturing Engineering,
Chevrolet-Pontiac-Canada Car Group, for GM. In 1996, he was elected to
the position of Director-at-Large for the Society of Manufacturing
Engineers.
<PAGE>
DONALD F. DOMNICK served as Vice President of Caterpillar, Inc.
from 1977 through 1985. Mr. Domnick, who has been retired since 1985,
is also a fellow of the Society of Manufacturing Engineers, is a
Director of Midstate College in Peoria, Illinois and is on the Board of
Advisors of St. Francis Medical Center.
JAY M. HAFT has been a practicing attorney for over 25 years and a
strategic consultant for growth stage companies. Mr. Haft also serves
as Chairman of Noise Cancellation Technologies, Inc., Extech, Inc., and
Healthcare Acquisition Corp., each a public company whose respective
securities are traded on the Nasdaq Small Cap Market. He is a Managing
General Partner of Venture Capital Associates, Ltd. and of Gen Am "1"
Venture Fund, a domestic and an international venture capital fund,
respectively. From 1989 until 1994, he was a partner at Parker Duryee
Rosoff & Haft, counsel to the Company, in New York, New York. He is
currently of counsel to such firm.
DONALD J. KRAMER, prior to the Acuity merger, was Chairman of the
Board of Directors of Acuity from January 1994 to September 1995. Mr.
Kramer served as a Director of Itran Corp. from 1982 until its merger
with Automatix in January 1994. Mr. Kramer is a private investor and
was a special limited partner of TA Associates, a private equity
capital firm located in Boston, Massachusetts, from January 1990 to
March 1996. For the previous five years, Mr. Kramer was a general
partner of TA Associates. In January 1997, Mr. Kramer was elected to
the Board of publicly held Micro Component Technology,Inc. Mr. Kramer
is also a director of several privately held companies.
MARK J. LERNER has been President of Morgen, Evan & Company, Inc.,
an investment banking firm which focuses on Japanese-U.S. transactions,
since 1992. Prior thereto and from 1990, he was a Managing Director at
Chase Manhattan Bank where he headed the Japan Corporate Finance Group.
From 1982 to 1990 Mr. Lerner worked in the Investment Banking Division
of Merrill Lynch as head of its Japan Group, coordinating its New York-
based Japanese activities with professionals in Tokyo and London.
HOWARD STERN has been Senior Vice President and Technical Director
of the Company since December 1984. Prior thereto and from 1981, he
was Vice President of the Company.
ROBERT H. WALKER is and has been Executive Vice President and
Secretary-Treasurer of the Company since December 1986. Prior thereto
and from December 1984 he was Senior Vice President of the Company.
From 1983 to 1985 he also served as Treasurer. Mr. Walker is also a
Director of Tel Instrument Electronics Corporation, a publicly-owned
company.
STEVEN J. BILODEAU is and since October 1995 has been President,
RVSI Electronics Division. Prior thereto and from December 1986, he
was Executive Vice President of the Company. Between April 1985 and
December 1986, he served the Company in various capacities, most
recently as Vice President of Operations.
EARL H. RIDEOUT is and since February 1989 has been Vice President
of the Electronics Group for the Company. Prior thereto and from 1986
he was Executive Vice President of Vitronics Corporation, a firm
engaged in the manufacture and distribution of solder reflow ovens for
the electronics industry. From 1984 to 1986 he was President and Chief
Operating Officer of Testamatic Corporation, a manufacturer of bare
board test equipment.
WILLIAM E. YONESCU is and since June 1991 has been Vice President
for New Product Development of the Company. Prior thereto and from
March 1984, he was Research and Development Manager of the Company.
<PAGE>
As long as it is the beneficial owner of at least 5% of the
Company's issued and outstanding Common Stock, GM has the right to
designate a representative for nomination to serve on the RVSI Board.
GM has not yet designated such a representative for the current year.
All directors hold office until the next annual meeting of
stockholders and the election and qualification of their successors.
Executive officers are elected annually by the RVSI Board to hold
office until the first meeting of the RVSI Board following the next
annual meeting of stockholders and until their successors are chosen
and qualified.
<PAGE>
Item 11. Executive Compensation
Summary Compensation
Set forth below is the aggregate compensation for services
rendered in all capacities to the Company during its fiscal years ended
September 30, 1996, 1995 and 1994 by its Chief Executive Officer and
each of its four most highly compensated executive officers whose
compensation exceeded $100,000 during its fiscal year ended September
30, 1996 (collectively, the "Named Officers").
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation Long Term Compensation
--------------------------------- ------------------------------------
Awards Payouts
----------------------- ---------
Long Term
Fiscal Other Annual Restricted Number of Incentive All Other
Year Salary Bonus Compensation Stock Awards Options Payouts Compensation
---- -------- ------- ------------ ------------ --------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Pat V. Costa 1996 $252,801 $85,000 $ 2,250(2)
Chief Execu- 1995 $180,494 $55,300 $177,250(1)(2)
tive Officer 1994 $176,702 $36,000 $ 52,310(1)(2)
Steven J. Bilodeau 1996 $167,280 $75,000 $ 2,250(2)
Executive 1995 $142,312 $45,000 $ 2,250(2)
Vice President 1994 $139,260 $31,000 $ 2,686(2)
Earl H. Rideout 1996 $122,747 $40,000 $ 2,250(2)
Vice President 1995 $124,080 $19,000 $ 751(2)
1994 $112,127 $13,500
Howard Stern 1996 $144,544 $60,000 $ 2,250(2)
Senior Vice 1995 $120,322 $33,500 $ 2,250(2)
President 1994 $117,787 $26,000 $ 2,347(2)
Robert H. Walker 1996 $142,229 $60,000 $ 2,250(2)
Executive Vice 1995 $116,165 $36,000 $ 2,250(2)
President 1994 $111,715 $26,000 $ 1,785(2)
____________
(1) During fiscal 1992, the Company entered into a Stock Appreciation
Rights Agreement with Mr. Costa. Under the terms of this agreement,
Mr. Costa would receive a cash payment based on the appreciation in the
market value of the Company's Common Stock. The maximum cash payments
which could be made under this agreement were $50,000 for each of the
fiscal years ended September 30, 1993 and 1994, $75,000 for fiscal year
ended September 30, 1995 and $100,00 for fiscal year ending September
30, 1996, provided however, that the timing of these payments could
have been accelerated by the RVSI Board. Payments of $50,000 were made
to Mr. Costa for each of the years ended September 30, 1993 and 1994,
and payments for the year ended September 30, 1995 and the year ending
September 30, 1996, which aggregated $175,000, were made during fiscal
1995. No further payments will be made against this agreement.
(2) Represents accrued and vested payments under the Company's Stock
Ownership Plan. For Mr. Costa, this amount equaled $2,310 amd
$2,250 for the fiscal years ended September 30, 1994 and 1995,
respectively.
</TABLE>
<PAGE>
Set forth below is information with respect to grants of stock
options during the fiscal year ended 9/30/96:
OPTION GRANTS IN LAST FISCAL YEAR
Percent of
Number of Total Options
Securities Granted
Underlying To Employees Exercise Or
Options In Fiscal Base Price Expiration
Granted (#) Year ($/Sh) Date
----------- ------------- ----------- ----------
Pat V. Costa 400,000 24.3% $ 18.25 1/19/2002
Steven J. Bilodeau 100,000 6.1% $ 18.25 1/19/2002
Earl H. Rideout 15,000 0.9% $ 18.25 1/19/2002
Howard Stern 40,000 2.4% $ 18.25 1/19/2002
Robert H. Walker 30,000 1.8% $ 18.25 1/19/2002
Set forth below is further information with respect to the
unexercised options to purchase the Company's Common Stock under the
Company's 1987, 1991 and 1996 stock option plans:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Number of Value of Unexercised
Shares Number of Unexercised Options In-the-Money Options
Acquired at September 30, 1996 at September 30, 1996
on Value ----------------------------- -----------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ------------------ --------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Pat V. Costa 138,000 $2,825,972 262,326 345,000 $2,162,741 $269,250
Steven J. Bilodeau 83,500 $1,563,542 - 112,500 - $135,388
Earl H. Rideout 15,000 $ 286,996 16,744 31,250 $ 200,615 $194,707
Howard Stern 52,000 $ 974,020 62,580 51,250 $ 729,188 $122,307
Robert H. Walker 32,000 $ 605,516 42,914 40,279 $ 486,907 $112,145
</TABLE>
Pension Benefits
Years of Service
------------------------------------------------
Remuneration 15 20 25 30 35
- ------------ ------- ------- ------- ------- --------
$100,000......$20,318 $27,090 $33,863 $33,863 $33,863
$125,000......$26,018 $34,690 $43,363 $43,363 $43,363
$150,000......$31,718 $42,290 $52,863 $52,863 $52,863
$175,000......$31,718 $42,290 $52,863 $52,863 $52,863
$200,000......$31,718 $42,290 $52,863 $52,863 $52,863
$225,000......$31,718 $42,290 $52,863 $52,863 $52,863
$250,000......$31,718 $42,290 $52,863 $52,863 $52,863
$300,000......$31,718 $42,290 $52,863 $52,863 $52,863
$400,000......$31,718 $42,290 $52,863 $52,863 $52,863
$500,000......$31,718 $42,290 $52,863 $52,863 $52,863
The above table sets forth the estimated annual plan benefits
payable upon retirement in 1997 at age sixty-five after fifteen,
twenty, twenty-five, thirty, and thirty-five years of credited service
to the Company.
The amount of compensation covered by the pension plan is
determined in accordance with the rules established by the Internal
Revenue Service and includes all dollar items shown on the Summary
Compensation Table with the exception of 401(k) contributions.
Effective with the fiscal year ended September 30, 1995, for purposes
of calculating the pension benefit, earnings are limited to $150,000,
as adjusted for any cost of living increases authorized by the Internal
Revenue Code of 1986, as amended.
At September 30, 1996, Mr. Costa had twelve years, Mr. Bilodeau
had twelve years, Mr. Rideout had eight years, Mr. Stern had twenty-
five years and Mr. Walker had thirteen years of credited service with
the Company.
A participant in the pension plan will receive retirement income
based on 23% of his final average salary up to his applicable Social
Security covered compensation level plus 38% of any excess, reduced
proportionately for less than twenty-five years of credited service at
normal retirement at age 65, subject to the $150,000 limit described
above. Final average salary is defined in the pension plan as the
average of a participant's total compensation during the five
consecutive calendar years in the ten calendar year period prior to his
normal retirement date which produces the highest average. A
participant is 100% vested in his accrued pension benefit after five
years of service as defined in the pension plan.
<PAGE>
Employee Agreements
Mr. Pat Costa is employed as Chief Executive Officer and President
of the Company under an indefinite term agreement which currently
provides for an annual base salary of $235,000. Pursuant to the terms
of his employment agreement, Mr. Costa has been granted certain rights
in the event of the termination of his employment or a change in
control of the Company. Specifically, in the event of termination for
any reason other than for cause and other than voluntarily, Mr. Costa
will be entitled to the continuance of salary and certain fringe
benefits for a period of twelve months and may exercise all outstanding
stock options which are exercisable during the twelve month period
succeeding termination at any time within such twelve month period. In
the event of the occurrence of a change in control of the Company (as
defined in his employment agreement) and, further, in the event that
Mr. Costa is not serving in the positions of Chief Executive Officer,
President and Chairman of the Company (other than for cause) within one
year thereafter, Mr. Costa will be entitled to exercise all outstanding
stock options, regardless of when otherwise exercisable, during the six
month period following the termination date of his employment.
The Company has also granted certain rights in the event of
termination of employment to Messrs. Bilodeau, Rideout, Stern, Walker
and Yonescu. Specifically, in the event of involuntary termination
other than for cause, each officer will be given a termination package
which provides for three months severance pay and continued benefits,
with the exception of Mr. Rideout whose employment agreement allows for
six months severance. In addition, the Company has agreed to provide a
maximum of one hundred days' advance written notice to Messrs.
Bilodeau, Stern and Walker in the event the Company should desire to
terminate their employment other than for cause. In such event, each
such officer shall be entitled to exercise all outstanding stock
options, regardless of when otherwise exercisable, during a specified
period following such termination.
Director's Compensation
During the fiscal year ended September 30, 1996, directors who
were not otherwise employees of the Company were compensated at the
rate of $1500 for attendance at each meeting of the RVSI Board or any
committee thereof; $750 for attendance at any second meeting held
during the same day and $200 for participation at a telephonic meeting
or execution of a consent in lieu of a meeting.
<PAGE>
Report on Executive Compensation
RVSI does not have a compensation committee charged with reviewing
and recommending to the RVSI Board compensation programs for the
Company's executive officers. These functions are performed by the
RVSI Board as a whole.
Compensation Philosophy
-----------------------
RVSI believes that executive compensation should:
- provide motivation to achieve strategic goals by tying
executive compensation to Company performance, as well as
affording recognition of individual performance,
- provide compensation reasonably comparable to that offered by
other high-technology companies in a similar industry, and
- align the interests of executive officers with the long-term
interests of the Company's stockholders through the award
of equity purchase opportunities.
RVSI's compensation plan is designed to encourage and balance the
attainment of short term operational goals, as well as the
implementation and realization of long term strategic initiatives. As
greater responsibilities are assumed by an executive officer, a larger
portion of compensation is "at risk".
This philosophy is intended to apply to all management, including
RVSI's Chief Executive Officer, Pat V. Costa.
Compensation Program
--------------------
RVSI's executive compensation program has three major components:
base salary, short-term incentive bonus payments and long-term equity
incentives.
Compensation packages offered to executive officers are based
primarily on the recommendations of nationally recognized compensation
and benefits consulting firms hired by the Company. The Company seeks
to position total compensation at or near the median levels of other
high-tech companies in a similar industry.
Individual performance reviews are generally conducted annually.
Increases in fiscal year 1996 were based on an individual's sustained
performance, compensation study recommendations and the achievement of
the Company's revenue, profit and earnings per share goals. RVSI does
not assign specific weighting factors when measuring performance;
rather, subjective judgment and discretion is exercised in light of
RVSI's overall compensation philosophy.
Base salary is determined by evaluating individual responsibility
levels utilizing independent compensation surveys to determine
appropriate salary ranges and evaluating the individual performance.
Short term incentive bonus payments, generally, are paid to
executive officers on an annual basis. The award of bonuses and their
size, in substantial part, are linked to predetermined earnings
targets, creating direct linkage between pay and Company profitability.
The RVSI Board believes that executive officers who are in a
position to make a substantial contribution to the long term success of
the Company and to build stockholder value should have a significant
equity stake in the Company's on-going success. Accordingly, one of
the Company's principal motivational methods has been the award of
stock options. In addition to financial benefits to executive officers
if the price of RVSI's Common Stock during the term of any such option
increases beyond such option's exercise price, the program also creates
an incentive for executive officers to remain with the Company since
options generally vest and become exercisable over a five year period
and the first increment is not exercisable until one year after the
date of grant.
<PAGE>
Chief Executive Officer Compensation
------------------------------------
Pat V. Costa's compensation is determined substantially in
conformity with the compensation philosophy, discussed above, that is
applicable to all of RVSI's executive officers. Performance is
measured against predefined financial, operational and strategic
objectives.
In establishing Mr. Costa's base salary and bonus, the RVSI
Board took into account both corporate and individual achievements.
Based upon an executive compensation study performed for the Company
in December 1995 by William Mercer & Co., an independent compensation
consultant, Mr. Costa's total fiscal year 1995 cash compensation was
approximately 30% below the median compensation of chief executive
officers of other high-technology companies in a similar industry.
The Company has continued to review with compensation and benefits
consultants, on a regular basis, its executive compensation.
Mr. Costa's performance objectives included quantitative goals
related to increasing revenues and earnings per share. His goals also
included significant qualitative objectives such as evaluating merger
and acquisition opportunities, increasing global market penetration and
diversifying the Company's products to include ice detection technology
for the airline industry.
In measuring Mr. Costa's performance against these goals, the RVSI
Board took note of the fact that RVSI's fiscal 1996 revenues increased
by 19% and earnings per share increased by 15%, respectively. In
addition, under Mr. Costa'a leadership, RVSI acquired Acuity Imaging,
Inc. ("Acuity") in September 1995, followed by acquisitions of
International Data Matrix, Inc. ("I.D. Matrix") in October 1995,
Northeast Robotics, Inc. ("NER") in May 1996, Computer Identics
Corporation ("CI") in August 1996 and Systemation Engineered Products,
Inc. ("Systemation") in October 1996, respectively. These five
acquisitions, strategically combining Acuity's, I.D. Matrix' and CI's 2-
D vision and bar code technologies, NER's imaging solutions for
difficult lighting situations and Systemation's component processing
systems with RVSI's own 3-D vision technology, have positioned RVSI as
a the largest company supplying a broad line of 2-D and 3-D vision-
based systems and as a leader in electro-optical sensor technology. In
addition, international sales increased by 22% in fiscal 1996 over the
prior fiscal year. Further, in July 1996 the Federal Aviation
Administration ("FAA") approved the Company's ice detection system for
use by Delta Air Lines in its de-icing operations, and in January 1997
Delta Air Lines ordered an additional quantity of systems.
<PAGE>
Tax Considerations
------------------
Section 162(m) of the Internal Revenue Code generally limits the
deductibility of compensation in excess of $1 million paid to the chief
executive officer and the four most highly compensated officers.
Currently the total compensation, including salary, bonuses and stock
options for any of the named executives does not exceed this limit.
If, in the future this regulation becomes applicable to RVSI, the RVSI
Board will not necessarily limit executive compensation to that which
is deductible. It will consider alternatives to preserving the
deductibility of compensation payments and benefits to the extent
consistent with its overall compensation objectives and philosophy.
Summary
-------
The RVSI Board will continue to review the Company's compensation
programs to assure such programs are consistent with the objective of
increasing stockholder value.
THE BOARD OF DIRECTORS
Pat V. Costa, Chairman
Frank DiPietro Mark Lerner
Donald Domnick Howard Stern
Jay M. Haft Robert H. Walker
Donald Kramer
Compensation Committee Interlocks and Insider Participation
During the fiscal year ended September 30, 1996, the following
officers participated in discussions concerning the executive officer
compensation: Pat V. Costa, Howard Stern and Robert H. Walker. Each
of the named participants did not participate in discussions concerning
his own compensation.
PERFORMANCE GRAPH
Comparison of Five Year Cumulative Performance
Fiscal Year Ended September 30,
--------------------------------------------------
1991 1992 1993 1994 1995 1996
----- ----- ----- ----- ------ ------
RVSI 100.0 230.0 600.0 980.0 3720.0 2120.0
S&P 500 100.0 110.8 125.2 129.8 168.7 203.2
Nasdaq Non-Financial 100.0 105.8 137.7 137.0 190.9 222.8
- -------------------
NOTES:
A. Stockholder returns assume $100 was invested on September 30, 1991,
with any dividends reinvested.
B. Trading activity for RVSI from 11/21/91 through 1/4/94 was on the OTC
Bulletin Board; the balance of trading data was as reported by The
Nasdaq National Market.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
The following table sets forth certain information regarding the
ownership of the Company's Common Stock as of January 16, 1997 by (i)
each director of the Company, (ii) each person known by the Company to
own beneficially 5% or more of the Company's Common Stock, (iii) each
Named Officer and (iv) all directors and executive officers as a group:
Number of Shares
Name and Address of Common Stock Percent
of Beneficial Owner Beneficially Owned(1) of Class
- ------------------- --------------------- --------
Pat V. Costa 373,927 (2) 1.8%
Frank A. DiPietro 48,000 (3) (14)
Donald F. Domnick 25,700 (4) (14)
Jay M. Haft 551,546 (5) 2.6%
Donald J. Kramer 11,654 (6) (14)
Mark Lerner 134,128 (7) (14)
Howard Stern 100,789 (8) (14)
Robert H. Walker 65,540 (9) (14)
Steven J. Bilodeau 55,244 (10) (14)
Earl H. Rideout 20,052 (11) (14)
General Motors
Corporation
767 Fifth Avenue
New York, NY 10153 1,225,775 5.9%
Marie Cioti
408 Mamaroneck Road
Scarsdale, NY 10583 1,100,000 5.3%
All current executive
officers and directors
as a group(11 persons) 1,418,590 (12)(13) 6.6%
<PAGE>
(1) Includes shares issuable pursuant to currently exercisable options
and warrants as well as those options and warrants which will become
exercisable within 60 days of January 16, 1997. Except as otherwise
indicated, the persons named herein have sole voting and dispositive
power with respect to the shares beneficially owned.
(2) Includes (i) 342,326 shares issuable to Mr. Costa upon exercise of
outstanding options and (ii) 1,601 vested shares held under the
Stock Ownership Plan over which shares Mr. Costa has voting power,
but does not have dispositive control.
(3) Includes (i) 3,000 shares issuable to Mr. DiPietro upon exercise
of outstanding options and (ii) 28,000 shares owned of record by his
spouse.
(4) Includes 7,000 shares issuable to Mr. Domnick upon exercise of
outstanding options.
(5) Includes (i) 50,000 shares issuable to Mr. Haft upon exercise of
outstanding options, (ii) 62,000 shares issuable upon exercise of
outstanding warrants and (iii) 398,100 shares owned of record by
his spouse, and (iv) 7,666 shares held indirectly in a retirement trust.
(6) Includes 8,802 shares issuable to Mr. Kramer upon exercise of
outstanding options.
(7) Includes 126,128 shares issuable to Morgen Evan and Company, Inc.
of which Mr. Lerner is the principal owner, upon exercise of outstanding
warrants and 8,000 issuable to Mr. Lerner upon exercise of outstanding
options.
(8) Includes (i) 74,641 shares issuable to Mr. Stern upon exercise of
outstanding options and (ii) 6,148 vested shares held under the
Stock Ownership Plan over which shares Mr. Stern has voting power,
but does not have dispositive control.
(9) Includes (i) 35,914 shares issuable to Mr. Walker upon exercise of
outstanding options and (ii) 5,626 vested shares held under the
Stock Ownership Plan over which shares Mr. Walker has voting power,
but does not have dispositive control.
(10) Includes (i) 20,000 shares issuable to Mr. Bilodeau upon exercise
of outstanding options and (ii) 5,744 vested shares held under the
Stock Ownership Plan over which shares Mr. Bilodeau has voting
power, but does not have dispositive control.
(11) Includes (i) 19,744 shares issuable to Mr. Rideout upon exercise
of outstanding options and (ii) 308 vested shares held under the
Stock Ownership Plan over which shares Mr. Rideout has voting power
but does not have dispositive control.
(12) Includes (i) 609,598 shares owned of record and beneficially and
(ii) 785,495 shares issuable upon exercise of certain outstanding
stock options and warrants.
(13) Includes (i) 23,497 vested shares held in the Company's Stock
Ownership Plan for certain officers of the Company over which shares such
officers have voting power, but do not have dispositive control.
(14) Less than one percent.
Compliance with Section 16(a) of Securities Exchange Act
- --------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than 10% of
the Company's Common Stock, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission ("SEC").
Officers, directors and greater than 10% stockholders are required by
SEC rule to furnish the Company with copies of all Section 16(a) forms
they file.
Based solely on its review of the copies of such forms received by
it, or written representations from certain reporting persons that no
such forms were required for those persons, the Company believes that
during the fiscal year ended September 30, 1996, all filing
requirements applicable to its officers, directors and greater than 10%
beneficial owners were complied with except that Mr. Kramer was not
timely in his filing of one monthly report of one transaction.
<PAGE>
Item 13. Certain Relationships and Related Transactions.
As of January 16, 1997, GM owned approximately 5.9% of the
Company's outstanding Common Stock. Sales to GM accounted for less
than 1% of the Company's total sales for the Company's fiscal year
ended September 30, 1996.
Mr. Jay M. Haft, a Director of the Company, is of counsel of
Parker Duryee Rosoff & Haft, the Company's counsel.
Mr. Mark Lerner, a Director of the Company, is President of
Morgan, Evan & Company, Inc. ("MECO"). Mr. Lerner, through MECO,
provided consultation services relative to the Company's international
marketing and sales efforts. In accordance with an agreement dated
December 1993, during the fiscal years ended September 30, 1995 and
September 30, 1996, the Company compensated Mr. Lerner, through MECO,
in cash in the amounts of $64,070 and $87,369, respectively, as well as
with warrants, at exercise prices from $6.00 to $14.38 and $12.88,
respectively, to acquire an aggregate of 57,129 and 42,434 shares of
RVSI common stock, respectively. All warrants were issued at the fair
market value of RVSI's common stock on the date of grant. The Company
believes that the compensation paid by it to MECO was no greater than
what would have had to be paid to an unaffiliated person for
substantially similar services.
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
Amendment to the Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: January 28, 1997 ROBOTIC VISION SYSTEMS, INC.
By: /s/Robert H. Walker
Robert H. Walker
Executive Vice President
