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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year Ended October 27, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From _______ to _______
Commission File Number 0-8567
DATAMETRICS CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 95-3545701
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
21135 Erwin Street 91367
Woodland Hills, California (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (818) 598-6200
Securities registered pursuant to Section 12(g) of the Act: None
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
Common Stock, .01 par value American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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.
The aggregate market value of the voting stock held by non-affiliates of the
Registrant (based on the closing price of such stock as reported by the American
Stock Exchange on February 10, 1997) was approximately $26,033,688.
The number of shares outstanding of the Registrant's Common Stock as of
February 10, 1997 was 13,016,844.
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The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
fiscal year ended October 27, 1996 as set forth in the pages attached hereto:
1. PART III (Including Items 10-13). Pages 3 - 9
2. Signatures Page 10
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Part III of the Annual Report on Form 10-K is amended and restated in its
entirety as follows:
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The directors and executive officers of the Company are as follows:
<TABLE>
<CAPTION>
Position with
Name Age the Company Director Since
---- --- ----------- --------------
<S> <C> <C>
Daniel P. Ginns 46 Chairman of the Board of Directors and Chief October 1996
Executive Officer
Adrien A. Maught, Jr. 47 President; Chief Operating Officer and Interim October 1996
Chief Financial Officer
Douglas S. Friedenberg 45 Director October 1996
James Haber 33 Director October 1996
Stephen R. Gass 48 Director January 1997
</TABLE>
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DANIEL P. GINNS has been the Chairman of the Board of Directors and Chief
Executive Officer of the Company since October 1996. Mr. Ginns has also been the
President of Delmont Capital Inc., a financial and management advisory firm, for
more than the past five years. Mr. Ginns is also a Director of Starbase
Corporation, a company whose shares are quoted on the Nasdaq SmallCap market.
ADRIEN A. MAUGHT, JR. has served as President of the Company since January 1997
and as Chief Operating Officer and Interim Chief Financial Officer of the
Company since October 1996. Mr. Maught has been the President of the Adrien A.
Maught Company an industrial real-estate and management consultant firm, for
more than the past five years.
DOUGLAS S. FRIEDENBERG has been President of Firebird Capital Management, a
manager of hedge funds, since 1993. From July 1991 through March 1993, Mr.
Friedenberg was the President of Unicorn Capital Management, a hedge fund
manager. For more than five years prior thereto, Mr. Friedenberg managed
investor portfolios for Morgan Stanley.
JAMES HABER has been the sole general partner of Infiniti Investment Fund L.P.,
an investment fund, since May 1991. Mr. Haber has also served as the trading
manager of Tendencia Overseas Fund, since August 1993.
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STEPHEN R. GASS has been employed by Arthur Watson, a private insurance company,
for more than the past five years most recently as its Senior Vice President.
There are no family relationships among any of the Company's directors and
officers.
COMPLIANCE WITH SECTION 16(A) OF THE 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 ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and greater than ten-percent shareholders are required by
regulations promulgated by the Securities and Exchange Commission to furnish the
Company with copies of all Section 16(a) forms they file.
With reference to transactions during the period October 30, 1995 through
October 27, 1996, to the Company's knowledge, based solely on review of the
copies of such reports furnished to the Company and written representation, no
other reports were required. All Section 16(a) filing requirements applicable to
its officers, directors and greater than ten percent shareholders were complied
with.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table shows, for fiscal years 1994, 1995 and the fiscal year
ended October 27, 1996 ("fiscal 1996"), the compensation earned by the current
Chief Executive Officer of the Company, the person who formerly served as Chief
Executive Officer of the Company during fiscal 1996, the four most highly
compensated executive officers of the Company at the end of fiscal 1996, and the
two individuals who would have been among the four most highly compensated
executive officers of the Company during fiscal 1996 but for the fact that such
individuals were not serving as executive officers of the Company at the end of
fiscal 1996 (the foregoing persons are hereinafter referred to as the "Named
Executive Officers").
<TABLE>
<CAPTION>
Long-Term Compensation
---------------------------------------
Annual Compensation Awards Payouts
------------------------------------- ------------------------- -------------
Other Long-Term All Other
Annual Restricted Number of Incentive Compen-
Name and Principal Compen- Stock Options/ Plan sation
Position(s) Year Salary ($) Bonus($) sation($)(1) Awards($) SARs(#) Payouts($) ($)(1)
- -------------------------- -------- ------------ ----------- ------------ ----------- ------------- ------------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Daniel P. Ginns, 1996 17,500 - - - 15,000 - -
President and Chief 1995 - - - - - - -
Executive Officer 1994 - - - - - - -
Effective as of
October 9, 1996
</TABLE>
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<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Sidney E. Wing, 1996 213,121 - - - 100,000 - -
Former President and
Chief Executive 1995 178,240 2,454 - - 20,000 - -
Officer 1994 163,846 - - - - - -
Carl C. Stella, 1996 143,017 - - - 42,500 - -
Former Senior Vice
President 1995 127,011 1,816 - - 10,000 - -
1994 119,811 - - - 25,000 - -
Ronald N. Iverson, 1996 143,835 - - - 47,000 - -
Former Vice President 1995 124,516 1,761 - - 10,000 - -
1994 117,420 - - - 35,000 - -
Roger De Bruno, 1996 104,381 - - - 10,000 - -
Vice President 1995 98,224 1,390 - - 4,000 - -
1994 91,407 - - - 30,000 - -
James Sturgeon, 1996 118,646 - - - 10,000 - -
Vice President of 1995 111,911 1,583 - - 4,000 - -
Operations
1994 104,080 - - - 10,000 - -
William J. Foti, 1996 89,383 - 67,772 - 10,000 - -
Vice President 1995 86,244 1,221 50,270 - 4,000 - -
1994 80,870 - 44,895 - - - -
</TABLE>
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(1) Perquisites to each officer did not exceed the lesser of $50,000 or 10% of
the total salary and bonus for such officer.
STOCK OPTION GRANTS IN FISCAL 1996
The following table sets forth information regarding the grant of stock
options during fiscal 1996 to the Named Executive Officers:
<TABLE>
<CAPTION>
Potential Realizable
Individual Grants Value at Assumed
--------------------------------------------------------------- Annual Rates of
Percent of Stock Price
total Options Appreciation for
Number of Granted to Option Term($)(3)
Options Employees in Exercise Prices Expiration -------------------------
Name Granted Fiscal 1996(1) Per Share($) Date(2) 5% 10%
- ------------------------------- ------------ ----------------- ------------- ------------------------
<S> <C> <C> <C> <C> <C> <C>
Daniel P. Ginns................ 15,000 2.28% 1.25 12/14/00 5,181 11,447
Sidney E. Wing................. 100,000 15.22% 7.875 12/14/00 217,570 480,780
Carl C. Stella................. 42,500 6.47% 7.875 12/14/00 92,467 204,332
Ronald N. Iverson.............. 47,500 7.23% 7.875 12/14/00 103,346 228,371
Roger DeBruno.................. 10,000 1.52% 7.875 12/14/00 21,757 48,078
James Sturgeon................. 10,000 1.52% 7.875 12/14/00 21,757 48,078
William J. Foti................ 10,000 1.52% 7.875 12/14/00 21,757 48,078
</TABLE>
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(1) No stock appreciation rights were granted to any of the Named Executive
Officers or other Company employees in fiscal 1996.
(2) The options become exercisable equally over 16 quarters from the date of
grant and expire five years from the date of grant.
(3) The dollar amounts under these columns are the result of calculations at
the assumed compounded market appreciation rates of 5% and 10% as
required by the Securities and Exchange Commission over a five-year term
and, therefore, are not intended to forecast possible future
appreciation, if any, of the price of the Company's Common Stock.
OPTION EXERCISES IN FISCAL 1996
AND OCTOBER 27, 1996 OPTION VALUES
The following table sets forth information with respect to the Named
Executive Officers concerning the exercise of options during fiscal 1996 and
unexercised options held at the end of fiscal 1996.
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
Number of October 27, 1996 October 27, 1996($)
Shares -------------------- -----------------------
Acquired on Value Exercisable/ Exercisable/
Name Exercise Realized($) Unexercisable Unexercisable
- ----------------------------------- --------------- ------------- -------------------- ----------------------
<S> <C> <C> <C> <C>
Daniel P. Ginns.................... - - -/15,000 -/25,313
Sidney E. Wing..................... 50,000 381,250 -/- -/-
Carl C. Stella..................... - - -/- -/-
Ronald N. Iverson.................. - - 57,031/67,969 37,969/16,875
Roger DeBruno...................... - - 22,750/21,250 -/-
James Sturgeon..................... - - 50,250/13,750 67,500/-
William J. Foti.................... - - 33,375/20,625 50,625/16,875
</TABLE>
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Directors Compensation
Through October 1996, the Company's Board of Directors consisted of: Dann
V. Angeloff, Richard A. Foster, James Groh, David A. Hahn, Richard W. Muchmore,
Aaron Surber, Garland S. White, Sidney E. Wing, and Kenneth Zeiger. Mr. White
received a quarterly retainer of $3,750 plus a monthly retainer fee of $1,000
for services as Chairman of the Board of Directors. He received no other fees
for Board or Committee meetings. Mr. Angeloff received a monthly retainer of
$6,000 and $50,000 ($10,000 per month for five months) for providing certain
financial advisory and consulting services to the Company. Mr. Angeloff received
no other fees for Board or Committee meetings. Mr. Surber, in addition to the
following, received $57,800 for engineering consulting fees. All other directors
received a quarterly retainer fee of $1,875 and $800 for each Board and
Committee meeting attended, and reimbursement of related out-of- pocket
expenses. The Committee Chairmen received $1,600 per in-person Committee
meeting.
In October 1996, the members of the Board of Directors listed above were
replaced by the following individuals: Adrien A. Maught, Jr., Douglas S.
Friedenberg, James Haber, and Daniel P. Ginns. Stephen R. Gass became a director
in January 1997. Mr. Ginns receives a quarterly retainer of $3,750 plus a
monthly retainer fee of $1,000 for services as Chairman of the Board. All other
directors receive quarterly retainer fees of $1,875 and $800 for each meeting
attended, and reimbursement of related out-of-pocket expenses. The Committee
Chairmen received $1,600 per in-person Committee meeting.
Employment Contracts and Termination of Employment Arrangements
In January 1997, the Company entered into employment agreements with Mr.
Ginns as Chief Executive Officer of the Company, and Mr. Maught as President,
Chief Operating Officer and Interim Chief Financial Officer of the Company. Each
of these agreements terminate December 31, 2001. Under these agreements Mr.
Ginns and Mr. Maught are paid an initial annual base salary of $240,000 and
$215,000 respectively. For each calendar year commencing with the calendar year
beginning January 1, 1998, the base salary under these agreements will be
adjusted by a percentage equal to the percentage change in the Consumer Price
Index for the year then ended from the prior calendar year. In addition to the
base salary, the Compensation Committee of the Board of Directors may, in
its sole discretion, pay a performance-based bonus to Mr. Ginns or Mr. Maught in
any year during the term of their respective agreements.
The Company has the right to terminate Mr. Ginns' or Mr. Maught's employment
without cause at any time; provided, however, that Mr. Ginns and Mr. Maught
shall be entitled to payment of his base salary for a period equal to the
greater of one year from the date of termination or the remainder of the
employment agreement.
In connection with these employment agreements, the Company granted Mr.
Ginns and Mr. Maught warrants to purchase up to 700,000 and 500,000 shares,
respectively, of the Company's common stock at a purchase price of $2.00 per
share. All of these warrants are immediately exercisable and have a term of five
years.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of February 7, 1997, the number and
percentage ownership of the Company's Common Stock by each director of the
Company, certain executive officers and by all officers and directors of the
Company as a group. To the Company's knowledge, no person or entity owns 5% or
more of the Company's Common Stock. Except as otherwise indicated, and subject
to applicable community property and similar laws, each of the persons named has
sole voting and investment power with respect to the Common Stock shown as
beneficially owned. An asterisk denotes beneficial ownership of less than 1%.
<TABLE>
<CAPTION>
Amount and Percentage
Nature of of
Beneficial Outstanding
Name and Address(1) Ownership Shares
- ----------------------------------------------------------------- -----------------------------
<S> <C> <C>
DIRECTORS
James Haber 1,338,042 (2) 9.9%
Douglas S. Friedenberg 965,532(3) 7.4%
Daniel P. Ginns 710,000(4) 5.2%
Adrien A. Maught, Jr. 510,000(5) 3.8%
Stephen R. Gass 5,000(6) *
NAMED EXECUTIVE OFFICER (excluding those listed above)
Roger De Bruno 25,021 *
James Strugeon 60,347 *
Carl Stella 32,572 *
Sidney Wing 28,495 *
Ronald Iverson 0 *
William J. Futi 64,311 *
ALL OFFICERS AND DIRECTORS AS A GROUP (11 persons) 3,721,277 24.6%
</TABLE>
(1) The addresses of all persons listed is c/o the Company, 21135 Erwin
Street, Woodland Hills, California 91367.
(2) Includes 500,008 shares subject to warrants which are presently
exercisable. Of such warrants 400,008 have an exercise price of $1.50 and
expire on November 25, 2001 and 100,000 have an exercise price of $2.00
and expire on January 31, 2002. Excludes 15,000 shares subject to
non-qualified stock options not presently exercisable. The options have
an exercise price of $1.25 and expire on October 8, 2001.
(3) Includes 316,677 shares subject to warrants which are presently
exercisable. Of such warrants 216,671 have an exercise price of $1.50 and
expire on November 25, 2001 and 100,000 have an exercise price of $2.00
and expire on January 31, 2002. Excludes 15,000 non-qualified options not
presently exercisable. The options have an exercise price of $1.25 and
expire on October 8, 2001.
(4) Includes 700,000 shares subject to warrants which are presently
exercisable. The warrants have an exercise price of $2.00 and expire on
January 3, 2002. Excludes 15,000 shares subject to non-
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qualified stock options not presently exercisable. The options have an
exercise price of $1.25 and expire on October 8, 2001.
(5) Includes 500,000 shares subject to warrants. The warrants are exercisable
at $2.00 and expire on January 3, 2002. Excludes 15,000 shares subject to
non-qualified stock options not presently exercisable. The options have
an exercise price of $1.25 and expire on October 8, 2001.
(6) Excludes 15,000 non-qualified stock options not currently exercisable.
The options have an exercise price of $1.4375 and expire on January 31,
2002.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
DATAMETRICS CORPORATION
Date: February 24, 1997 By: /S/ Daniel P. Ginns
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Daniel P. Ginns
Chief Executive Officer
and President
104910
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