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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB/A
(Mark One)
[ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1995.
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission file NO. 0-5351
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EIP MICROWAVE, INC.
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(Name of small business issuer as specified in its charter)
Delaware 95-2148645
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(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
3 Civic Plaza, Suite 265, Newport Beach, California 92660
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (714) 720-1766
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Securities registered under Section 12(b) of the Exchange Act: NONE
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.01 Par Value
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(Title of Class)
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 such filing requirements for the past 90 days.
Yes [ X ] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of issuer'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 net revenues for the fiscal year ended September 30, 1995, were
$6,721,000. The aggregate market value of the voting stock held by non-
affiliates of the Issuer, computed by reference to the average bid and asked
prices as of December 18, 1995, was approximately $666,000. For purposes of
this determination only, directors and officers of the Issuer have been assumed
to be affiliates. There were a total of 423,307 shares of the Issuer's common
stock outstanding as of December 18, 1995.
The number of sequentially numbered pages is 6. Exhibit Index on page 3
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DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the Issuer's Annual Report to Stockholders for Fiscal Year
ended September 30, 1995 - Parts I and II.
(2) Portions of the Definitive Proxy Statement filed with Securities and
Exchange Commission relating to the Company's 1996 annual meeting of
Stockholders - Part III.
Transitional Small Business Disclosure Format
(check one): Yes [ ] No [X]
This Amendment No. 1 to Form 10-KSB for the fiscal year ended September 30,
1995, is hereby filed for the purpose of amending the Index to Exhibits thereto.
The attached Index to Exhibits refers to the exhibits on the sequentially
numbered pages of the Form 10-KSB.
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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.
EIP MICROWAVE, INC.
February 21, 1996 By:/s/ John J. Ardizzone, Jr.
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John J. Ardizzone, Jr.
Vice President Operations and
Chief Financial Officer
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INDEX TO EXHIBITS
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Sequentially
Exhibit No. Description Numbered Page
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<C> <S> <C>
3(a) Company's Certificate of Incorporation, filed on April 29, 1987,
and Certificate of Amendment of Certificate of Incorporation, filed
February 8, 1993, previously filed on February 12, 1993, as Exhibit
3(a) to Form 10-QSB Quarterly Report for quarter ended December 31,
1992, and incorporated herein by reference.
3(b) Company's Bylaws, previously filed June 25, 1987 (File No. 0-5351),
as Exhibit 3(b) to Form 8-K, and incorporated herein by reference.
10(a) Standard Form Lease dated August 18, 1995, by and between Berg & Berg
Developers, as landlord, and the Company, as tenant, covering the
Company's manufacturing facility located at 1745 McCandless Drive,
Milpitas, California. 17
* 10(b) Copy of the Company's medical reimbursement plan (entitled "Full
Medical Coverage") covering certain officers, previously filed on
December 23, 1981 (File No. 0-5351), as Exhibit 10(o) to Form 10-K
Annual Report for fiscal year ended September 30, 1981, and
incorporated herein by reference.
* 10(c) Company's Tax and Financial Counseling reimbursement plan covering
officers, previously filed on December 23, 1981 (File No. 0-5351),
as Exhibit 10(p) to Form 10-K Annual Report for fiscal year ended
September 30, 1981, and incorporated herein by reference.
* 10(d) EIP Microwave, Inc. Retirement/Savings Plan effective January 6, 1986,
as amended and adopted by the Company on September 15, 1988, previously
filed on December 1, 1988 (File No. 0-5351), as Exhibit 10(l) to Form
10-K Annual Report for fiscal year ended September 30, 1988, and
incorporated herein by reference.
10(e) Month-to-Month Office Space Lease, dated February 15, 1994, by and between
the Company, as tenant, and The Irvine Company, as landlord, covering the
Company's corporate office facility located at 3 Civic Plaza, Suite 265,
Newport Beach, California, previously filed on December 29, 1994, as Exhibit
10(e) to Form 10-KSB Annual Report for fiscal year ended September 30, 1994
(the "1994 Annual Report"), and incorporated herein by reference.
</TABLE>
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* Managment contract or compensatory plan or arrangement.
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<TABLE>
<CAPTION>
Sequentially
Exhibit No. Description Numbered Page
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<C> <S> <C>
10(f) Loan and Security Agreement dated March 10, 1992, between the Company and
Silicon Valley Bank, previously filed on May 14, 1992, as Exhibit 10(a)
to Form 10-Q Quarterly Report for quarter ended March 31, 1992, and
incorporated herein by reference.
10(g) Amendment to Loan Agreement dated May 13, 1994, between the Company and
Silicon Valley Bank, previously filed on August 11, 1994, as Exhibit 10(a)
to Form 10-QSB Quarterly Report for quarter ended June 30, 1994, and
incorporated herein by reference.
10(h) Amendment to Loan Agreement dated December 20, 1994, between the Company and
Silicon Valley Bank, previously filed on December 29, 1994, as Exhibit 10(h)
to the 1994 Annual Report, and incorporated herein by reference.
10(i) Loan Modification Agreement dated as of November 27, 1995, between the
Company and Silicon Valley Bank. 37
* 10(j) Employment Agreement dated March 1, 1994, between the Company and John F.
Bishop, previously filed on December 29, 1994, as Exhibit 10(i) to the
1994 Annual Report, and incorporated herein by reference.
* 10(k) Employment Agreement dated as of October 1, 1995, between the Company
and John F. Bishop. 40
10(l) Indemnification Agreement dated July 15, 1992, between the Company and John
B. Bishop, previously filed on December 20, 1992, as Exhibit 10(n) to Form
10-KSB Annual Report for fiscal year ended September 30, 1992 (the "1992 Annual
Report"), and incorporated herein by reference.
10(m) Indemnification Agreement dated July 15, 1992, between the Company and Robert
D. Johnson, previously filed on December 20, 1992, as Exhibit 10(o) to the 1992
Annual Report, and incorporated herein by reference.
</TABLE>
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* Management contract or compensatory plan or arrangement.
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<TABLE>
<CAPTION>
Sequentially
Exhibit No. Description Numbered Page
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10(n) Indemnification Agreement dated July 15, 1992, between the Company and James J.
Shelton, previously filed on December 20, 1992, as Exhibit 10(p) to the 1992
Annual Report, and incorporated herein by reference.
10(o) Indemnification Agreement dated July 15, 1992, between the Company and J. Sidney
Webb, Jr., previously filed on December 20, 1992, as Exhibit 10(q) to the 1992
Annual Report, and incorporated herein by reference.
10(p) Indemnification Agreement dated July 15, 1992, between the Company and John F.
Bishop, previously filed on December 23, 1993, as Exhibit 10(m) to the 1993
Annual Report, and incorporated herein by reference.
* 10(q) EIP Microwave, Inc. Stock Appreciation Rights Plan, adopted November 11, 1992,
previously filed on December 20, 1992, as Exhibit 10(t) to the 1992 Annual
Report, and incorporated herein by reference.
10(r) Written description of EIP Bonus Plan for Fiscal 1995 and 1996. 50
10(s) Distribution Agreement dated October 1, 1992, between the Company
and Marconi Instruments Limited, previously filed on December 20, 1992,
as Exhibit 10(w) to the 1992 Annual Report, and incorporated herein by
reference.
10(t) Termination letter to Marconi Instruments Ltd., dated June 22, 1995,
terminating Cooperation Agreement, Distribution Agreement and Technical
Collaboration Agreement, effective December 31, 1995. 51
* 10(u) 1994 Stock Option Plan, previously filed on February 14, 1995, as
Exhibit 10(a) to Form 10-QSB Quarterly Report for quarter ended December
31, 1994, and incorporated herein by reference.
* 10(v) Non-qualified Stock Option Agreement-Form. 53
</TABLE>
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* Management contract or compensatory plan or arrangement.
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<TABLE>
<CAPTION>
Sequentially
Exhibit No. Description Numbered Page
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* 10(w) Incentive Stock Option Agreement-Form. 57
** 10(x) Agreement dated as of September 11, 1995, between the Company and
SRI International. 61
13 Copy of Company's Annual Report to Stockholders for the fiscal year
ended September 30, 1995, in the form to be disseminated to Stockholders,
but only to the extent such report is expressly incorporated by reference
herein, and such report is not otherwise to be deemed "filed" as a part of
this Form 10-KSB Annual Report. 79
21 Subsidiaries of the Company. 101
27 Financial Data Schedule 102
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* Management contract or compensatory plan or arrangement.
** Portions of this document are confidential, and have been omitted pursuant
to 17 C.F.R. Section 240.24b-2 and filed separately with the Securities and
Exchange Commission.
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