<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
FORM 10-K/A-1
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
(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, 1999
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 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
of Incorporation or Organization) Identification No.)
5 SHAWMUT ROAD, CANTON, MASSACHUSETTS 02021
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (781) 821-0830
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of Each Exchange 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 / /
<PAGE> 2
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. 9
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 Section 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
27,432,330 as of December 23, 1999.
The aggregate market value of the voting stock held by non-affiliates
of the Registrant is $238,472,667 as of December 23, 1999).
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
EXECUTIVE OFFICERS AND DIRECTORS OF THE REGISTRANT
Set forth below is information concerning each of our directors and
executive officers.
<TABLE>
<CAPTION>
NAME AGE POSITIONS AND OFFICES
- ---- --- ---------------------
<S> <C> <C>
Pat V. Costa 56 Chairman of the Board, President,
and Chief Executive Officer
Howard Stern 61 Senior Vice President and Director
Frank D. Edwards 45 Chief Financial Officer and Secretary
Curtis W. Howes 49 Vice President
John S. O'Brien 45 Vice President
Earl H. Rideout 53 Senior Vice President
Neal H. Sanders 50 Vice President
Frank A. DiPietro 73 Director
Jay M. Haft 64 Director
Tomas Kohn 58 Director
Donald J. Kramer 67 Director
Mark J. Lerner 47 Director
Robert H. Walker 65 Director
</TABLE>
Pat V. Costa has served as our president, chief executive officer and
chairman of our board of directors since 1984. Previously 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.
Howard Stern has been our senior vice president and technical director
since 1984. Previously and from 1981, he was a vice president. Mr. Stern has
been a director since 1981.
Frank D. Edwards joined us in March 1999 as our corporate vice
president of finance, secretary and chief financial officer. Prior to joining us
and since 1986, he was employed by Electronic Designs, Inc. Most recently, until
that company's merger with Bowmar Instrument Corporation in October 1998, he was
senior vice president and chief financial officer and a member of its board.
Curtis W. Howes joined us in May 1997 as corporate vice president of
automatic identification. From 1991 to 1997, he was employed by Intermec
Corporation, most recently as general manager of Intermec's imaging systems
division, which designed, manufactured and sold vision-based products for
symbology reading.
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John S. O'Brien joined us in February 1997 as corporate vice president
of human resources. Previously and from 1990, he was vice president, human
resources and chief financial officer of Charles River Data Systems, an imbedded
systems developer and manufacturer.
Earl H. Rideout has been corporate senior vice president of our
Semiconductor Equipment Group since January 1997. Previously and from 1989 he
was vice president/general manager of our Electronics Division.
Neal H. Sanders joined us in February 1999 as corporate vice president
of corporate communications and investor relations and is vice president of
corporate development. From 1980 through 1998, he held comparable positions at
Analog Devices, Inc., Bolt Beranek and Newman, Inc., Information Analysis, Inc.
and Microdyne Corporation.
Frank A. DiPietro has been a director since 1992. Mr. Dipietro began
his career with General Motors Corporation in 1944. During his forty-six year
career with General Motors, 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, most recently for the
University of Michigan in evaluating laser applications in the global auto
industry. At the time of his retirement, Mr. DiPietro held the position of
director of manufacturing engineering, Chevrolet-Pontiac-Canada car group for
General Motors. In 1996, he was elected to the position of director-at-large for
the Society of Manufacturing Engineers.
Jay M. Haft has been a practicing attorney for over 30 years and a
strategic and financial consultant for growth stage companies. Mr. Haft, who has
been a director since 1977, also serves as chairman of NCT Group, Inc., a
publicly traded company. He is a managing general partner of GenAm "1" Venture
Fund, an international venture capital fund. Mr. Haft is also a director of
numerous other public and private corporations. From 1989 until 1994, he was a
partner of Parker Duryee Rosoff & Haft in New York, New York. He is currently of
counsel to such firm.
Tomas Kohn, a director since 1997, has been a professor of management
at Boston University's School of Management in the undergraduate, MBA, and
executive MBA programs since 1988. Dr. Kohn is the chairman of Conduit del
Ecuador, a steel tubing manufacturer, and a member of the board of
Ideal-Alambrec, a steel wire manufacturer, both in Quito, Ecuador. He has held
these positions since 1974 and 1972, respectively. From 1987 until our
acquisition of Computer Identics in 1996, Dr. Kohn was a member of Computer
Identics' board, and its chairman since 1992. From 1986 until 1995, Dr. Kohn was
a member of the board of N.V. Bekaert S.A., the world's largest independent
steel wire manufacturer. N.V. Bekaert was a major shareholder of Computer
Identics.
Donald J. Kramer was chairman of Acuity Imaging Inc. from 1994 until
our acquisition of Acuity in 1995, at which time he became one of our directors.
Mr. Kramer served as a director of Itran Corp. from 1982 until its merger with
Automatix in 1994, at which time the merger survivor assumed the Acuity name.
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
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years, Mr. Kramer was a general partner of TA Associates. In January 1997, Mr.
Kramer was elected to the board of publicly-owned Micro Component Technology,
Inc.
Mark J. Lerner, a director since 1994, has been president of Morgen,
Evan & Company, Inc., an investment banking firm which specializes on
Japanese-U.S. transactions, since 1992. Previously 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.
Robert H. Walker, a director since 1990, was, before his retirement in
March 1998, our executive vice president and secretary-treasurer, a position he
had held since 1986. From 1984 to 1986 he was our senior vice president. From
1983 to 1985 he also served as our treasurer. Mr. Walker is also a director of
Tel Instrument Electronics Corporation, a publicly-owned company.
All directors hold office until the next annual meeting of stockholders
and election and qualification of their successors. Executive officers are
elected annually by our board to hold office until the first meeting of our
board following the next annual meeting of stockholders and until their
successors are chosen and qualified.
COMPLIANCE WITH SECTION 16(A) OF SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires our
officers and directors, as well as those persons who own more than 10% of our
common stock, to file reports of ownership and changes in ownership with the
SEC. These persons are required by SEC rule to furnish us with copies of all
Section 16(a) forms they file.
Based solely on our review of the copies of such forms, or written
representations from certain reporting persons that no such forms were required,
we believe that during the fiscal year ended September 30, 1999, all filing
requirements applicable to our officers, directors and greater than 10% owners
of our common stock were complied with except that Messrs. Costa, Rideout and
Lerner were each not timely in their filing of one monthly report of one
transaction.
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ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION
Set forth below is the aggregate compensation for services rendered to
us in all capacities during our fiscal years ended September 30, 1999, 1998 and
1997 by our chief executive officer, each of our four other most highly
compensated executive officers whose compensation exceeded $100,000 during our
fiscal year ended September 30, 1999 and one other executive officer who would
have been disclosed had he been employed by us at the fiscal year end.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
---------------------------------------- --------------------------------
AWARDS PAYOUTS
--------------------- ---------
OTHER LONG ALL
NAME AND ANNUAL RESTRICTED TERM OTHER
PRINCIPAL COMPEN- STOCK NUMBER OF INCENTIVE COMPEN-
POSITION YEAR SALARY BONUS(1) SATION AWARDS OPTIONS PAYOUT SATION(2)
- -------- ---- ------ -------- ------- ---------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Pat V. Costa .................... 1999 $315,016 $ -- -- -- -- $ 11,827
Chief executive 1998 315,016 55,000 -- -- -- -- 2,400
officer 1997 293,478 50,000 -- -- -- -- 2,375
Frank D. Edwards(3) ............. 1999 $100,962 $ -- -- -- -- -- $ --
Chief financial officer
Curtis W. Howes ................. 1999 $227,127 $ -- -- -- -- -- $ 41,467(4)
Vice president 1998 143,616 20,000 -- -- -- -- 37,207(4)
Earl H. Rideout ................. 1999 $174,539 $ 25,000 -- -- -- -- $ 9,965
Senior vice president 1998 150,010 25,000 -- -- -- --
2,400
1997 143,318 25,000 -- -- -- -- 2,400
Howard Stern .................... 1999 $168,180 $ -- -- -- -- -- $ 6,600
Senior vice president 1998 165,006 30,000 -- -- -- -- 2,400
1997 159,625 30,000 -- -- -- -- 2,375
John J. Arcari(5) ............... 1999 $193,178 $ -- -- -- -- -- $ --
Former chief financial officer 1998 175,008 5,000 -- -- -- -- --
</TABLE>
(1) Represents amounts earned in the prior fiscal year which were paid in
the fiscal year shown. There were no bonuses earned for the fiscal year
ended September 30, 1999.
(2) Represents accrued and vested payments under our retirement investment
plan. Also represents 1999 vehicle allowances for each of Messrs.
Costa, Rideout and Stern.
(3) Mr. Edwards joined us in March 1999.
(4) Represents relocation allowance for Mr. Howes and his family.
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(5) Mr. Arcari joined us in August 1997. He resigned in March 1999. Mr.
Arcari's 1999 salary includes $97,601 in severance payments.
OPTION GRANTS IN LAST FISCAL YEAR
Set forth below is information with respect to our grants of stock
options during our fiscal year ended September 30, 1999 to each of the named
persons in the summary compensation table above.
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF TOTAL OPTIONS
SECURITIES GRANTED
UNDERLYING TO EMPLOYEES EXERCISE
OPTIONS IN FISCAL PRICE PER EXPIRATION PRESENT
NAME GRANTED YEAR SHARE DATE VALUE(1)
- ---- ---------- ------------- --------- ---------- --------
<S> <C> <C> <C> <C> <C>
Pat V. Costa 300,000 21.02% $ 2.50 6/9/09 $920,555
Frank D. Edwards 100,000 7.01% $ 2.29 4/1/05 $310,604
Curtis Howes 26,666 1.87% $ 2.04 5/4/05 $ 84,091
Earl H. Rideout 3,871 0.27% $ 2.04 5/4/05 $ 12,207
Howard Stern -- -- % $ -- -- $ --
John Arcari -- -- % $ -- -- $ --
</TABLE>
- ----------
(1) Computed in accordance with the Black-Scholes option pricing model
utilizing the following assumptions: volatility of 95%, risk-free interest rate
of 6.02% and an expected life of five years.
OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
Set forth below is further information with respect to unexercised
and exercised options to purchase our common stock under our stock option plans.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
SHARES NUMBER OF UNEXERCISED IN-THE MONEY OPTIONS
ACQUIRED OPTIONS AT SEPTEMBER 30, 1999 AT SEPTEMBER 30,1999(1)
ON EXERCISE VALUE ----------------------------- -------------------------------
NAME OF OPTIONS REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Pat V. Costa -- -- 207,326 609,699 $397,086 $393,000
Frank D. Edwards -- -- -- 100,000 $ -- $152,000
Curtis W. Howes -- -- 13,336 46,664 $ -- $ 47,199
Earl H. Rideout -- -- 39,847 39,024 75,733 $ 23,846
Howard Stern -- -- 30,000 45,970 $ 9,750 $ --
John Arcari -- -- 20,000 -- $ -- $ --
</TABLE>
(1) Based on the September 30, 1999 fair market value of $3.81 per share
less the cost of excercise.
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PENSION BENEFITS
The following table sets forth the estimated annual plan benefits payable upon
retirement in 2000 at age sixty-five after fifteen, twenty, twenty-five, thirty
and thirty-five years of credited service.
<TABLE>
<CAPTION>
Years of Service
---------------------------------------------------------------------------
Remuneration 15 20 25 30 35
------------ ---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$100,000...... $19,835 $26,447 $33,059 $33,059 $33,059
125,000...... 25,535 34,047 42,559 42,559 42,559
150,000...... 31,235 41,647 52,059 52,059 52,059
175,000...... 33,635 44,847 56,059 56,059 56,059
200,000...... 33,635 44,847 56,059 56,059 56,059
225,000...... 33,635 44,847 56,059 56,059 56,059
250,000...... 33,635 44,847 56,059 56,059 56,059
300,000...... 33,635 44,847 56,059 56,059 56,059
400,000...... 33,635 44,847 56,059 56,059 56,059
500,000...... 33,635 44,847 56,059 56,059 56,059
</TABLE>
The amount of compensation covered by our pension plan is
determined in accordance with 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 beginning
October 1, 1998, for purposes of calculating the pension benefit, earnings are
limited to $160,000, as adjusted for any cost of living increases authorized by
the internal revenue code. This earnings limit will continue to be $170,000 for
calendar year 2000.
At September 30, 1999, Messrs. Costa, Rideout and Stern had,
respectively, 15, 11 and 28 years of credited service with us.
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 $160,000 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. No person who became our employee after October 31, 1996 is
eligible to participate in the pension plan.
EMPLOYMENT AGREEMENTS
Mr. Pat Costa is employed as our chief executive officer and president
under an indefinite term agreement which currently provides for an annual base
salary of $315,000. Pursuant to the terms of his employment agreement, Mr. Costa
has been granted certain rights in the event of the termination of his
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employment or upon the occurrence of a change in our control. 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 following
termination at any time within such twelve-month period. In the event of
termination of Mr. Costa's employment for any reason whatsoever within six
months after a change in our control (as defined in his employment agreement),
Mr. Costa will be entitled to then receive a lump sum payment equal to 2.99
times his average annual compensation that had been paid to him over the
five-year period preceding the year in which the change of control occurs and
may exercise all outstanding stock options, regardless of when otherwise
exercisable, during the six-month period following such termination.
We have also granted certain rights in the event of termination of
employment to Messrs. Edwards, Howes, Rideout and Stern. In the event of
involuntary termination other than for cause, each officer will be given six
months severance pay and continued benefits. In addition, we have agreed to
provide a maximum of one hundred days' advance written notice to Mr. Stern in
the event we should desire to terminate his employment other than for cause. In
such event, he shall be entitled to exercise all outstanding stock options,
regardless of when otherwise exercisable, during a specified period following
such termination.
DIRECTORS COMPENSATION
During the fiscal year ended September 30, 1999, directors who were
not otherwise our employees were compensated at the rate of $1,500 for
attendance at each one-day and $2,500 for each two-day meeting of our board or
any committee thereof; and $200 for participation at a telephonic meeting or
execution of a consent in lieu of a meeting. In addition, outside directors are
granted stock options periodically, typically on a yearly basis.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended September 30, 1999, the following officers
and former officers participated in discussions concerning executive officer
compensation: Pat V. Costa, Frank D. Edwards, Howard Stern, Robert H. Walker and
John J. Arcari. Each of the named participants recused himself in discussions
concerning his own compensation.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
ownership of our common stock as of December 31, 1999 by
- each director;
- each person known by us to own beneficially 5% or more of our
common stock;
- each officer named in the summary compensation table elsewhere
in this report; and
- all directors and executive officers as a group:
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME AND OF COMMON STOCK
ADDRESS BENEFICIALLY PERCENT
BENEFICIAL OWNER(1) OWNED (2) OF CLASS
- ------------------- ---------------- --------
<S> <C> <C>
Pat V. Costa 698,626(3) 2.55%
Frank A. DiPietro 68,925(4) *
Jay M. Haft 503,497(5) 1.84%
Tomas Kohn 54,416(6) *
Donald J. Kramer 29,035(7) *
Mark J. Lerner 82,392(8) *
Howard Stern 113,948(9) *
Robert H. Walker 111,444(10) *
Frank D. Edwards 10,000 *
Curtis W. Howes 13,836(11) *
Earl H. Rideout 40,155(12) *
John J. Arcari -0- -
</TABLE>
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<TABLE>
<S> <C> <C>
Kenneth C. Griffin
c/o Citadel Limited
Partnership(12
225 West Washington St.
Chicago, IL 60606 3,009,253(13) 10.00%
All current executive
officers and directors
as a group (13 persons) 1,740,608(14)(15) 6.35%
</TABLE>
- ----------
* Denotes less than 1%.
(1) Except as otherwise indicated, the address of each beneficial owner is
5 Shawmut Road, Canton, Massachusetts 02021.
(2) Except as otherwise indicated, includes shares underlying currently
exercisable options and warrants as well as those options and warrants
which will become exercisable within 60 days of December 31, 1999.
Except as otherwise indicated, the named persons herein have sole
voting and dispositive power with respect to beneficially owned shares.
(3) Includes 667,025 shares underlying options and 1,601 vested shares held
under our retirement investment plan.
(4) Includes 13,598 shares underlying options; also includes 32,249 shares
owned of record by Mr. DiPietro's spouse.
(5) Includes 35,598 shares underlying options; also includes 399,078 shares
owned of record by Mr. Haft's spouse and 7,666 shares held indirectly
in a retirement trust.
(6) Includes 3,000 shares underlying options; also includes 1,684 shares
owned of record by Mr. Kohn's spouse.
(7) Includes 11,802 shares underlying options; also includes 10,000 shares
held indirectly in an irrevocable trust with Mr. Kramer's spouse as
trustee. Mr. Kramer disclaims any interest in these
shares.
(8) Includes 60,999 shares underlying warrants held by Morgen, Evan &
Company, Inc., of which Mr. Lerner is the principal owner; also
includes 18,598 shares underlying options.
(9) Includes 60,970 shares underlying options and 6,148 vested shares held
under our retirement investment plan.
(10) Includes 52,341 shares underlying options and 20,632 shares indirectly
in a retirement account.
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(11) Includes 13,336 shares underlying options.
(12) Includes 39,847 shares underlying options and 308 vested shares held
under our retirement investment plan.
(13) Citadel Limited Partnership has informed us that Fisher Capital Ltd.,
Wingate Capital Ltd., Olympus Securities Ltd. and NP Partners
beneficially own, as of September 1, 1999, 2,862,201, 1,695,185,
30,900 and 18,100 of our shares, or an aggregate of 4,606,386 shares,
including shares underlying prepaid warrants, incentive warrants and
other warrants currently exercisable and exercisable within 60 days of
December 31, 1999. Each holder of prepaid warrants is prohibited from
exercising such warrants if exercise would cause the holder and its
affiliates to own a number of shares which, when added to the number of
shares of common stock beneficially owned 60 days prior to the date of
such exercise plus any shares which were acquired during the 60 day
period, would be in excess of 10% of our common stock outstanding
immediately following such exercise. Therefore, the maximum number of
shares of our common stock that can be beneficially owned by Fisher,
Wingate, Olympus and NP Partners in the aggregate is 3,009,253 shares.
Citadel has also informed us that:
- Wellington Partners Limited Partnership is the sole
shareholder of Wingate and the sole member of WNPH, L.L.C.;
- WNPH and WCH, L.L.C. are the general partners of NP Partners;
- Kensington Global Strategies Fund, Ltd. is the sole
shareholder of Fisher and Olympus;
- Citadel Limited Partnership is the general partner of
Wellington, the portfolio manager of Kensington, and the sole
member of WCH;
- GLB Partners, L.P. is the general partner of Citadel Limited
Partnership;
- Citadel Investment Group, L.L.C. is the general partner of
GLB; and
- Kenneth C. Griffin is the sole member and manager of Citadel
Investment Group.
Citadel has also informed us that Kenneth C. Griffin, Citadel Limited
Partnership and each of the Citadel entities disclaims beneficial
ownership of the shares of common stock held by the other Citadel
entities.
(14) Includes an aggregate of 986,448 shares underlying options and
warrants.
(15) Includes an aggregate of 8,057 vested shares held in our investment
retirement plan.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Mark J. Lerner, one of our directors, is president of Morgen, Evan.
Mr. Lerner, through Morgen, Evan, provided consultation services relative to our
international marketing and sales efforts. In accordance with an agreement dated
December 1993, which was prior to his becoming one of our directors, during the
fiscal years ended September 30, 1996, September 30, 1997, and September 30,
1998, we compensated Mr. Lerner, through Morgen, Evan, in cash in the amounts of
$87,369, $62,390, and $9,800, respectively, as well as with four-year warrants,
at exercise prices of $12.88, $13.13, and $2.57, respectively, to acquire an
aggregate of 42,434, 2,565, and 18,000 shares of the common stock, respectively.
All warrants were issued at the fair market value of our common stock on the
date of grant. We believe that the compensation paid to Morgen, Evan was no
greater than what would have had to be paid to an unaffiliated person for
substantially similar services.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Act of 1934, the registrant has duly caused this Amendment to this Report to be
signed on its behalf by the undersigned, thereunto duly authorized.
ROBOTIC VISION SYSTEMS, INC.
Dated: January 28, 2000 By: /s/Pat V. Costa
-----------------------------
Pat V. Costa
Chairman, President and Chief
Executive Officer
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