SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A, Amendment No. 1
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
SECTIONS 13 OR 15(d) OF THE SECURITIES 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 December 31, 1997 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 0-2642
TRIDENT ROWAN GROUP, INC.
(Exact name of registrant as specified in its charter)
Maryland 52-0466460
- ------------------------------- --------------------------
(State of other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
Two Worlds Fair Drive, Somerset, New Jersey 08873
- ------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (732) 868-9000
--------------
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- -------------------
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
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 a 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, computed by reference to the average of bid and asked price of the
stock as of April 13, 1998, was $13,622,441.
The number of shares of common stock, $0.01 par value, outstanding as of April
13, 1998 was 4,987,780.
DOCUMENTS INCORPORATED BY REFERENCE:
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant
The following information concerns the directors, officers, key employees
of and consultants to the Registrant.
Directors
Name Age Position
- ---- --- --------
William Spier ............ 63 Director
Mario Tozzi-Condivi ...... 73 Director
Deborah S. Novick......... 34 Director
Arno Morenz............... 58 Director and member of the Executive
Committee
Mark S. Hauser............ 40 President and Chief Executive Officer,
Director and member of the Executive
Committee
Albino Collini............ 56 Director and member of the Executive
Committee
Giovanni Caronia.......... 57 Director
Howard E. Chase........... 61 Chairman of the Board of Directors and
member of the Executive Committee
Emanuel Arbib............. 31 Chief Financial Officer, Director and
member of the Executive Committee
Nicola Caiola............. 72 Director
Ronald B. Koenig.......... 63 Director
William Spier became a Director of the Company on May 2, 1997 upon
consummation of the Tamarix/Finprogetti Acquisition Agreement and served as
Chairman of the Board until March 1998. He is a founder and Managing Director of
Tamarix Capital Corporation. From May 1991 until October 1996, he was chairman
and chief executive officer of DeSoto, Inc., a manufacturer of household
cleaners and detergents. DeSoto was acquired by Keystone Consolidated
Industries, Inc., a Texas-based manufacturer of steel and wire rods, of which
Mr. Spier is a director. Mr. Spier is also currently the chairman of the board
of directors of Geotek Communications, Inc., a wireless telecommunications
company, and acting chief executive officer and a director of Integrated
Technologies, Inc., a computer peripheral and telecommunications device and
software company.
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<PAGE>
From 1982 until 1989, Mr. Spier was a private investor, having been Vice
Chairman of Phibro-Salomon, Inc. until 1982.
Mario Tozzi-Condivi has served as a Director of the Company since 1993,
and served as Vice Chairman from October 1995 until March 1998. He has also
served as Director of Moto Guzzi since July 1995; President of Maserati
Automobiles Incorporated, the Company's former subsidiary, from February 1989
until 1996; Chairman of the Board of Maserati U.K. Ltd., 1986 to 1987; and has
been an independent consultant to automobile importers, distributors and dealers
in England, Italy, Singapore and South Africa, since 1984.
Deborah S. Novick has been Vice President Investment Banking for GKN
Securities Corp. for more than the past five years. She is also a director of
Netplex Group Inc., a Nasdaq traded networked information systems company, and
of Dalewood Associates, Inc., the corporate general partner of Dalewood
Associates, L.P., an investment partnership. She became a Director of the
Company on September 7, 1997.
Dr. Arno Morenz has served as a Director of the Company since April 25,
1997. He currently also serves as chairman of three non-traditional re-insurance
companies affiliated with General Electric Capital. He served as the chairman of
the board of management of Achener Ruckversicherung, a German reinsurance firm,
from 1984 until 1996, when the firm was acquired by a unit of General Electric
Capital. He was subsequently appointed to General Electric Capital's supervisory
board.
Mark S. Hauser, President and Chief Executive Officer since March 1998,
became a Director of the Company on May 2, 1997 upon consummation of the
Tamarix/Finprogetti Acquisition Agreement. He is an attorney and a founder and
Managing Director of Tamarix Capital Corporation, a New York-based merchant and
investment banking firm. Between 1986 and 1990, Mr. Hauser was Managing Director
of Ocean Capital Corporation, an international investment banking firm. In 1991,
Mr. Hauser founded Hauser, Richards & Company, also an international investment
banking firm. He currently serves as a director of Integrated Technologies of
Israel, Ltd., a joint venture of an investment group and Israel Aircraft
Industries, and of Direct Language Communications, Inc., a multilingual
communications services company.
Albino Collini has served as a Director of the Company since 1995, and
Executive Vice President and Chief Operating Officer of the Company from October
1995 until March 1998. He has also served as a Director of Moto Guzzi since July
1995; founder and President of T.I.M. and predecessors since 1987; Managing
Director of Finprogetti from July 1995 until May 1996; and Director of
Finprogetti International Holding, S.A. since October 1993.
Howard E. Chase has served as a Director of the Company since 1971, as
Secretary of the Company and as Company counsel from 1971 until September 1995
and as President and Chief Executive Officer of the Company from October 1995 to
March 1998. He is currently Chairman of the Board of Directors. He has also
served as Vice-President of the Company from 1986 to October 1995; a partner of
Morrison Cohen Singer & Weinstein, LLP from April 1984 until
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<PAGE>
September 1995; and a director of Thoratec Laboratories, Inc., a Nasdaq-traded
company, since 1987.
Emanuel Arbib, the Chief Financial Officer since March 1998, became a
Director of the Company on May 2, 1997 upon consummation of the
Tamarix/Finprogetti Acquisition Agreement. He is the Managing Director of
Capital Management Ltd, an international money management firm based in Jersey,
Channel Islands with more than $200 million under management. The firm
specializes in the high quality sector of the global fixed income market. He is
also the co-founder and Managing Director of Global Investment Advisors, a
London-based investment company. Since January 1996, he has served as managing
Director of BioSafe Europe, an affiliate of BioSafe International Inc., a
publicly traded company engaged in waste management and landfill reclamation.
Since September 1996, he has served as a director of International Capital
Growth Ltd., and its European subsidiary Capital Growth (Europe) Ltd.,
investment banking firms. From 1990 until 1991, Mr. Arbib headed the Italian
desk for Eurobond sales at Prudential Bache Securities (UK) Ltd.
Nicola Caiola became a Director of the Company on May 2, 1997 upon
consummation of the Tamarix/Finprogetti Acquisition Agreement. He has been the
sole shareholder, chairman and Managing Director of Services Financiers S.A., a
Swiss private financial consulting firm in the mergers and acquisitions field,
since 1979.
Giovanni Caronia became a Director of the Company in June 1997 and served
as Chairman of the Board of Finprogetti since July 1996. He served as Managing
Director or Eurotecnica S.p.A. (a holding company operating in different fields
such as engineering and contracting, real estate, financing) from March 1981 to
October 1996, when he was appointed Chairman of the Board of Eurotecnica
Contractors and Engineers S.p.A. He has also served as Chairman of the Board of
A.S.T. S.p.A., a manufacturer of valves, since May 1985, as Auditor of
Assocapital S.p.A., an investment company, since September 1985, as Director of
Caio Co. N.V. (Curacao, Netherlands) from May 1992 to November 1995, as Director
of Eascon S.p.A., a process control software development company, from September
1989 to May 1996, as Director of Etiam S.r.l. since December 1994, as Director
of Eurotecnica USA Inc. (Chicago) for over fifteen years, as Director of Euro
P.A. S.r.l. from October 1991 to October 1994, as Chairman of the Board of
Fiblog S.A., a Luxembourg based holding company, since July 1990, as Chief
Executive Officer of Fiborg S.p.A. since April 1993, as Director of Indograsco
(Santo Domingo) since March 1988, as Auditor of Iniziativa S.r.l. from 1991 to
1992, as Director of Sacit S.p.A., a high technology air conditioning systems
manufacturer, since December 1991, as Director of Savon Holding Participation
B.V. (Amsterdam, Holland) from July 1990 to July 1997, and as Auditor of Tegia
since June 1996.
Ronald B. Koenig is Chairman of the Board, President and Chief Executive
Officer of Capital Growth Holding, Ltd. ("CGHL"), and holds the same offices for
International Capital Growth, Ltd., a CGHL subsidiary. Since 1993, Mr. Koenig
has been Chairman and co-founder of Capital Growth International, L.L.C. From
1980 to 1993, Mr. Koenig was a Senior Managing Director and department head of
corporate finance at Gruntal & Co., Incorporated. From 1977 to
3
<PAGE>
1985, Mr. Koenig was a Managing Director, and from 1985 to 1989, Chairman of the
Board of Ladenburg, Thalmann & Co., Inc.
Each of Messrs. Chase, Hauser, Spier, Arbib and Ms. Novick is a director
of a company with a class of securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). None of the
other above-described persons is a director of such a company or of any company
registered as an Investment Company under the Investment Company Act of 1940.
The Board of Directors established an Audit Committee in 1995, which
currently consists of: Howard E. Chase, Deborah S. Novick and Dr. Arno Morenz.
The Audit Committee is charged with the responsibility to review the performance
of the independent accountants as auditors for the Company, discuss and review
the scope and the fees of the prospective annual audit, review with the auditors
the corporate accounting practices and policies and recommend to whom reports
should be submitted within the Company, review their final report with the
auditors, review with the auditors overall accounting and financial controls,
and be available to the auditors during the year for consultation purposes. In
addition, the Audit Committee is charged with conducting an appropriate review
of all related party transactions on an ongoing basis and a review of potential
conflict of interest situations. The Board of Directors has established a
Compensation Committee which is charged with the responsibility to review and
make recommendations to the Board regarding salaries, compensation and benefits
of executive officers and key employees of the Company. Other than Giovanni
Caronia and Nicola Caiola, all of the current members of the Board of Directors
who were or became directors in 1997 attended at least 75% of those meetings
held in such year during their term of service. The term of each Director will
expire when his successor shall have been elected and shall have qualified.
Non-employee directors will be compensated for their services as such, at the
rate of $4,000 per year.
Executive Officers
- ------------------
Position with Company
and Business Experience
Name Age During Past Five Years
- ---- --- ----------------------
Mark S. Hauser (1)
Howard Chase (1)
Emanuel Arbib (1)
- ----------
(1) Information relating to the ages, positions with the Company and past
business experience of Messrs. Hauser, Arbib and Chase, is set forth above
under "Directors." All executive officers will serve in their respective
capacities until their successors shall have been elected and qualified.
4
<PAGE>
Principal Security Holders
The following table sets forth certain information concerning the
beneficial ownership of Common Stock as of April 28, 1998 by (i) each person who
is known by the Company to own beneficially 5% or more of the Common Stock, (ii)
each of the Company's directors and Named Executive Officers, and (iii) all
directors and executive officers as a group. Unless otherwise indicated, each
person in the table has sole voting and investment power with respect to the
shares shown.
<TABLE>
<CAPTION>
Number of Shares Percentage
Name and Address of Beneficial Owner** Beneficially Owned Beneficially Owned
- -------------------------------------------------- ------------------ ------------------
<S> <C> <C>
Tamarix Investors LDC ............................ 2,885,000(1) 46.3
444 Madison Ave
New York, NY 10022
Tail Trust ....................................... 776,530 15.6
c/o Pirunico Trustees (Jersey)(2)
Limited Account 282
44 Esplanade House
St. Helier, Jersey
Channel Islands
William Spier(3) ................................. 1,892,917 36.1
Howard E. Chase(4) ............................... 56,667 1.1
Albino Collini(5) ................................ 152,639 3.1
Mario Tozzi-Condivi(6) ........................... 25,000 *
Domenico Costa(6) ................................ 13,333 *
Emanuel Arbib(3) ................................. 2,414,584(7) 41.9
Nicola Caiola(6) ................................. 7,917 *
Mark S. Hauser(3) ................................ 2,436,250(8) 42.1
Dr. Arno Morenz(6) ............................... 8,333 *
Giovanni Caronia(6) .............................. 35,850(9) *
Deborah S. Novick ................................ 6,250 *
Ronald B. Koenig ................................. 5,000 *
Oscar Cecchinato(6) .............................. 21,667 *
Barry Rubenstein ................................. 394,000(10) 7.7
68 Wheatley Road
Brookville, NY 11545
Applewood Associates, L.P. ....................... 260,000(11) 5.2
68 Wheatley Road
Brookville, NY 11545
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Number of Shares Percentage
Name and Address of Beneficial Owner** Beneficially Owned Beneficially Owned
- -------------------------------------------------- ------------------ ------------------
<S> <C> <C>
Barry Fingerhut .................................. 280,000(12) 5.5
767 Fifth Avenue
New York, NY 10153
Irwin Lieber ..................................... 280,000(12) 5.5
767 Fifth Avenue
New York, NY 10153
Applewood Capital Corp. .......................... 260,000(13) 5.2
c/o Barry Rubenstein
68 Wheatley Road
Brookville, NY 11545
Seth Lieber ...................................... 260,000(14) 5.2
767 Fifth Avenue
New York, NY 10153
Jonathan Lieber .................................. 260,000(14) 5.2
767 Fifth Avenue
New York, NY 10153
All executive officers and directors as a
group (14 persons) ............................ 3,241,473(15) 50.0
</TABLE>
- -----------
* Less than 1%.
** Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission ("Commission") and generally includes
voting or investment power with respect to securities. Shares of Common
Stock issuable upon the exercise of options or warrants currently
exercisable, or exercisable or convertible within 60 days, are deemed
outstanding for computing the percentage ownership of the person holding
such options or warrants but are not deemed outstanding for computing the
percentage ownership of any other person.
(1) Upon consummation of the Tamarix/Finprogetti Acquisition Agreement,
Tamarix and affiliates became the beneficial owner of 2,885,000 shares,
including 1,000,000 shares purchased thereunder, 635,000 shares held by
Finprogetti subject to a call option by Tamarix and a put option by
Finprogetti and 1,250,000 shares of stock underlying warrants to purchase
Common Stock originally issued to Centaurus Management LDC, an affiliate
of Tamarix ("Centaurus"). Centaurus beneficially owns warrants to purchase
250,000 shares of Common Stock. Warrants to purchase 500,000 shares are
beneficially owned by Ixion LDC, an entity affiliated with Emanuel Arbib,
and warrants to purchase 500,000 shares are beneficially owned by Azzurra,
Inc., an entity affiliated with Mark S. Hauser. As a result thereof,
Finprogetti is the record owner of 663,590 shares, but beneficially owns
28,350 shares, substantially all of which are subject to purchase by the
Company. In connection with its renegotiation in March 1998 of the
consulting agreement between the Company and Tamarix Capital Corp., 32,000
shares
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<PAGE>
of Common Stock became issuable thereto. The total shown above does not
include such 32,000 shares. See "Certain Relationships and Related
Transactions."
(2) Pirunico Trustees (Jersey) Limited is the trustee of the Tail Trust, which
acquired by gift shares formerly owned by the Company's former principal
shareholder and Chairman.
(3) Messrs. Spier, Arbib and Hauser, indirectly own controlling interests in
Tamarix and Centaurus, and may therefore be viewed as having beneficial
ownership of the Common Stock beneficially owned by Tamarix. Also includes
7,917 shares purchasable by each of them upon exercise of options.
(4) Includes 46,667 shares purchasable upon exercise of options.
(5) Represents 135,972 shares held of record by Tairona, S.A., a Luxembourg
corporation affiliated with Mr. Collini, and 16,667 shares purchasable by
Mr. Collini upon exercise of options.
(6) Represents shares purchasable upon exercise of options.
(7) Includes an additional 21,667 shares purchasable upon exercise of options.
Excludes warrants to purchase 500,000 shares owned by Azzurra, Inc. Does
not include an additional 75,000 shares which, in March 1998 became
issuable with his engagement as chief financial officer.
(8) Includes an additional 43,333 shares purchasable upon exercise of options.
Excludes warrants to purchase 500,000 shares owned by Ixion LDC. Does not
include an additional 130,000 shares which, in March 1998 became issuable
in connection with his engagement as President.
(9) Includes 28,350 shares beneficially owned by Finprogetti.
(10) Barry Rubenstein is a general partner of Applewood Associates, L.P. and
two other partnerships which own shares of Common Stock, is the husband
and the father of two other shareholders, and a shareholder, officer and
director of Applewood Capital Corp. He may therefore be deemed the
beneficial owner of 394,000 shares of Common Stock, consisting of 274,000
shares of Common Stock and 120,000 shares of Common Stock purchasable upon
exercise of warrants. He disclaims beneficial ownership of all such shares
except to the extent of his equity interest therein.
(11) Includes 200,000 shares of Common Stock and 60,000 shares of Common Stock
purchasable upon exercise of warrants.
(12) As a general partner of Applewood Associates, L.P. and an officer and
director of Applewood Capital Corp., the reporting person may therefore be
deemed the beneficial owner of 280,000 shares of Common Stock, consisting
of 220,000 shares of Common Stock and 60,000 shares of Common Stock
purchasable upon exercise of warrants. He disclaims beneficial ownership
of all such shares except to the extent of his equity interest therein.
(13) Includes 200,000 shares of Common Stock and 60,000 shares of Common Stock
purchasable upon exercise of warrants.
(14) As an officer of Applewood Capital Corp., the reporting person may be
deemed the beneficial owner of 260,000 shares of Common Stock, consisting
of 200,000 shares of Common Stock and 60,000 shares of Common Stock
purchasable upon exercise of warrants. He disclaims beneficial ownership
of all such shares except to the extent of his equity interest therein.
(15) Includes 242,085 shares purchasable upon exercise of options, as well as
shares beneficially owned by Tamarix and those underlying warrants with
respect to which Messrs. Spier, Arbib and Hauser may be viewed as having
beneficial ownership.
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<PAGE>
Summary of Cash and Certain Other Compensation
The following table shows, for the three fiscal years ended December 31,
1997, 1996 and 1995 the cash compensation paid or accrued for those years to the
President of the Company and each of the other five most highly compensated
executive officers of the Company other than the President whose aggregate
annual salary and bonus exceed $100,000 for the Company's last fiscal year
("Named Executive Officers") in all the capacities in which they served:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Other (#)Awards
Compensation Annual Options/SARs
Name and Principal Position Year Salary (Lit./$)(1) Compensation (#)(4)
- --------------------------- ---- ------------------ ------------ ------
<S> <C> <C> <C> <C>
Howard E. Chase.................................... 1995 Lit. 155,737,000/ -0- 300,000
President and Chief Executive Officer from ($88,037)
October, 1995 until March, 1998 1996 Lit. 573,750,000/ -0- -0-
($324,336)
1997 Lit. 662,919,000/ -0- -0-
($374,742)
Albino Collini(2).................................. 1995 Lit. 186,700,000/ Lit. 50,000,000/ 150,000
Executive Vice President from October, 1995 ($105,540) ($28,265)
until March 1998
1996 Lit. 382,500,000/ Lit. 88,450,000/ -0-
($216,224) ($50,000)
1997 Lit. 410,197,000/ Lit. 88,450,000/ -0-
($231,881) ($50,000)
Mario Tozzi-Condivi(3)............................. 1995 Lit. 93,414,000/ -0- 200,000
Vice Chairman from October, 1995 until March 1998 ($52,806)
1996 Lit. 283,050,000/ -0- -0-
($160,006)
1997 Lit. 316,209,000/ -0- -0-
($178,750)
Domenico Costa..................................... 1995 Lit. 237,850,000/ -0- 60,000
President of T.I.M. ($134,454)
1996 Lit. 240,000,000/ -0- -0-
($135,670)
1997 Lit. 240,000,000/ -0- -0-
($135,670)
Arnolfo Sacchi..................................... 1995 Lit. 223,519,700/ -0- -0-
Former Managing Director of Moto Guzzi from ($126,353)
1994 until April 1997 1996 Lit. 240,000,000/ -0- -0-
($135,670)
1997 Lit. 270,000,000/
($152,629)
Oscar Cecchinato .................................. 1997 Lit. 300,000,000/ Lit. 45,000,000/ -0-
Managing Director of Moto Guzzi since ($169,587) ($25,438)
April 1997
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Other (#)Awards
Compensation Annual Options/SARs
Name and Principal Position Year Salary (Lit./$)(1) Compensation (#)(4)
- --------------------------- ---- ------------------ ------------ ------
<S> <C> <C> <C> <C>
Carlo Previtali.................................... 1996 Lit. 240,000,000/ -0- -0-
($135,670)
Treasurer and Secretary until March 1998 1997 Lit. 240,000,000/ -0- -0-
($135,670)
</TABLE>
- -----------
The aggregate amount of all perquisites and other personal benefits paid
to each of the Named Executive Officers did not exceed the greater of
$50,000 or 10% of such Officer's salary.
(1) Lire amounts have been converted to dollars at the rate of 1,769 lire per
U.S. Dollar, the approximate rate in effect on December 31, 1997.
(2) Does not include Lit. 376,767,000 ($212,983) received in respect of a
certain T.I.M. engagement predating the Company's acquisition of T.I.M. as
part of the Finprogetti Acquisition.
(3) The above amounts plus expenses were paid to Como Consultants Limited, an
Isle of Jersey company, which provides the Company with the services of
Mr. Tozzi-Condivi. No other form of compensation was paid to Como
Consultants or to Mr. Tozzi-Condivi.
(4) All such options were cancelled in March 1998 by mutual agreement. See
"Principal Security Holders" above.
Employment Contracts
In November 1995, the Company entered into employment agreements with,
among others, each of Howard E. Chase, Albino Collini, Giovanni Avallone (a
former director), Domenico Costa and Carlo Previtali (formerly the Secretary and
Treasurer), and a Consulting Agreement with Como Consultants, Limited, a
corporation which provides the services of Mario Tozzi-Condivi. The agreements
with Messrs. Chase, Collini and with Como Consultants were for a term of five
years, and all other agreements were for a term of three years, subject, in all
cases, to early termination under certain conditions. Pursuant to such
agreements Mr. Chase served as President and Chief Executive Officer in 1997 at
a base salary of $375,000 per year, Mr. Collini served as Chief Operating
Officer in 1997 at a base salary of $250,000 per year plus a guaranteed
additional payment of $50,000 per year and Mr. Tozzi-Condivi served as Vice
Chairman of the Board and Chairman of the Executive Committee in 1997 at a base
compensation of $185,000 per year. The three-year agreement with Mr. Previtali
provided for a salary of Lit. 240 million ($156,863) per year, and the agreement
with Mr. Avallone provided for his serving on a part-time basis as Director of
Special Projects and Merchant Banking at an annual salary of Lit. 60 million
($39,216). Mr. Costa was employed as Managing Director of T.I.M. for three years
at a salary of Lit. 240 million ($156,863) per year. All such agreements were
terminated by mutual agreement, effective December 1, 1997. Messrs. Chase,
Collini and Costa continue to serve as executive employees on an at-will basis,
Mr. Chase at a base salary of $250,000 and Messrs. Collini and Costa each at a
base salary of Lit. 267 million. Effective in June 1997, the Company engaged a
consulting company to provide the services of Oscar Cecchinato as Managing
Director of Moto Guzzi for a three year period at an annual base compensation of
Lit. 400 million. Mr. Cecchinato would also be entitled to a performance-based
bonus and reimbursement of certain expenses.
9
<PAGE>
The compensation of the Named Executive Officers in 1997 was the result of
the negotiated employment agreements described above, and not the implementation
of a compensation policy.
Stock Option Plans
In order to attract and retain employees, the Board of Directors adopted,
and the shareholders approved, the 1995 Non-Qualified Stock Option Plan ("1995
NQ Plan") and the 1995 Stock Option Plan for Outside Directors ("1995 Directors
Plan"). The 1995 NQ Plan and the 1995 Directors Plan are referred to
collectively as the "1995 Plans." Options to purchase an aggregate of 2,150,000
shares of common stock (subject to antidilution adjustments under certain
circumstances) may be awarded under the 1995 Plans.
1995 NQ Plan
The 1995 NQ Plan is administered by a committee consisting of two members
of the Board, neither of whom for at least one year prior to such member's
commencement of service, received any discretionary grant of options under the
1995 NQ Plan or otherwise. Members of the committee are not entitled to receive
grants under the 1995 NQ Plan. The maximum number of options which any optionee
may receive is 350,000 per calendar year.
All officers and employees who, in the opinion of the committee have made
or are expected to make key contributions to the success of the Company are
eligible to receive options under the Plan. The committee may determine, subject
to the terms of the 1995 NQ Plan, the persons to whom options will be awarded,
the number of shares and the specific terms of each option granted. Officers and
key employees of companies acquired or operated by the Company or its
subsidiaries may also be option recipients. Specific performance or other
criteria governing the granting of the remaining options have not yet been
established by the committee. Options may not be granted at an exercise price
below the fair market value on the date of grant.
If an option expires unexercised, is surrendered by the grantee for
cancellation, is canceled or otherwise becomes unexercisable, the shares
underlying the grant will again become available for the granting of new options
under the 1995 NQ Plan.
The plan is subject to amendment by a majority of those members of the
Board of Directors who are ineligible to receive options, but the Board may not
(i) change the total number of shares of stock available for options; (ii)
increase the maximum number of options; (iii) extend the duration of the plan;
(iv) decrease the minimum option price or otherwise materially increase the
benefits accruing to recipients; or (v) materially modify the eligibility
requirements.
1995 Directors' Plan
All non-employee directors, who were never previously employed by the
eCompany or eligible to receive options, will annually receive, on each January
2, options to
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<PAGE>
purchase 5,000 shares under the 1995 Directors Plan. Newly appointed or elected
non-employee directors receive a grant upon taking office.
A total of 20,000 options under the plan were granted in 1996 and 15,000
options were granted in 1997. Options granted in 1996 are exercisable at $12.26
per share and options granted on January 2, 1997 are exercisable at $9.313 per
share, all of which were forfeited later in 1997 as a result of changes in the
composition of the Board of Directors. An aggregate of 18,751 options were
granted in 1997 to incoming members of the Board at exercise prices ranging
between $5.125 and $8 per share. Options to be granted in future years will be
exercisable at the reported closing price of the stock on January 2 of the year
of grant. Options are not exercisable until the later of January 2 of the year
succeeding the date of grant or six months following the date of grant.
The authority to grant options under the 1995 Directors Plan will
terminate on the earlier of December 31, 2005 or upon the issuance of the
maximum number of shares of stock reserved for issuance under the plan which is
150,000, 91,249 of which remain available for issuance.
The 1995 Directors Plan may be amended by the Board of Directors except
that provisions thereof concerning granting of options may not be amended more
than once every six months unless necessary to comply with the Internal Revenue
Code or the Employee Retirement Income Security Act.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
No stock options or SARs were granted in the fiscal year ended December
31, 1997 to any of the Named Executive Officers.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
The following table summarizes the number of exercisable and unexercisable
options held by the Named Executive Officers at the end of 1997. None of the
unexercised options held by the Named Executive Officers at the end of 1997 were
exercisable at a price equal to or less than the market price of the Common
Stock on the date of issuance.
<TABLE>
<CAPTION>
Number of
Shares Number of Shares Underlying
Acquired Options/SARs at Fiscal Year-End
on Exercisable Unexercisable
Name Exercise(1) ----------- -------------
- ---- -----------
Number of Shares Underlying Unexercised
Options/SARs at Fiscal Year-End
-------------------------------
<S> <C> <C> <C>
Howard E. Chase, CEO in 1997..... - 120,000 180,000
Mario Tozzi Condivi.............. - 80,000 120,000
Albino Collini................... - 60,000 90,000
Domenico Costa................... - 40,000 20,000
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
Number of
Shares Number of Shares Underlying
Acquired Options/SARs at Fiscal Year-End
on Exercisable Unexercisable
Name Exercise(1) ----------- -------------
- ---- -----------
<S> <C> <C> <C>
Oscar Cecchinato................. - 0 0
Carlo Previtali.................. - 40,000 20,000
- -----------
</TABLE>
(1) None of the Named Executive Officers exercised any stock options in 1997.
Compensation of Directors
Non-employee members of the Board of Directors of the Company will each be
paid $4,000 per year from the Company for services rendered in their capacity as
such and will receive automatic grants of stock options. See "Stock Option
Plans-1995 Directors' Plan." Officers of the Company or its subsidiaries who are
members of the Board of Directors of the Company and employees receive
compensation for services rendered in their capacities as officers only, and may
be entitled to discretionary grants of stock options.
Compensation Committee Interlocks and Insider Participation
The Company's Board of Directors established a compensation committee on
October 28, 1995, but it has not convened. The Company and each of its
subsidiaries has, to date, addressed all compensation issues through its or
their respective boards of directors. Of the present members of the Board of
Directors, Messrs. Chase, Collini and Tozzi-Condivi served as executive officers
and/or employees of the Company and/or one or more of the Company's subsidiaries
in 1997.
Each of Messrs. Tozzi-Condivi, Chase, Hauser, Arbib and Previtali engaged
in transactions with the Company during 1997 in addition to serving as a
director and/or officer of the Company. See "Certain Relationships and Related
Transactions" below.
Certain Relationships and Related Transactions
In 1995, the Company repurchased shares previously owned by its former
Chairman of the Board, and agreed to repurchase the remaining 776,530 shares
formerly so held. The Company has also agreed to repurchase 73,110 shares from
Finprogetti, at a specified time and price, of which 28,110 shares remain to be
repurchased.
The law firm of Morrison Cohen Singer & Weinstein, LLP is counsel to the
Company. Howard E. Chase, a Director of the Company and its Chief Executive
Officer, was a member of such firm until September 1, 1995. Fees paid by the
Company and subsidiaries to Morrison Cohen Singer & Weinstein, LLP in 1997 did
not exceed 5% of such firm's gross revenues for that period.
12
<PAGE>
Como Consultants Limited, an Isle of Jersey company which employs Mario
Tozzi-Condivi, a Director of the Company and its Vice-Chairman, was paid
$178,750 in 1997 for consulting services rendered to the Company.
Mr. Carlo Garavaglia, a Director of the Company until May 2, 1997, is a
member of a law firm which was paid by the Company and its subsidiaries in 1996
for legal and statutory auditing services rendered, an amount less than 5% of
such firm's gross revenues in such period.
Mr. Pugno Vanoni, Chairman of the Company until May 2, 1997, and his
brother, own offices in Milan which are leased to certain subsidiaries of the
Company acquired from Finprogetti at a rental of Lit. 161 million ($91,000) per
year.
Mr. Giovanni Avallone, Ms. Maria Luisa Ruzzon, Mr. Carlo Garavaglia and
Mr. Pugno Vanoni all served as directors of Finprogetti until July 19, 1996 and
directors of the Company until May 2, 1997. Mr. Carlo Previtali, Secretary and
Treasurer of the Company until March 1998, served as director of Finprogetti
until July 19, 1996.
Mr. Mark Hauser and Mr. William Spier, who became directors of the Company
upon consummation of the Tamarix/Finprogetti Acquisition Agreement, are Managing
Directors of Tamarix Capital Corporation. Mr. Hauser became the President and
Chief Executive Officer of the Company in March 1998 at an annual salary of
$160,000. In connection with his engagement, the Company also agreed to issue to
Mr. Hauser 130,000 shares of Common Stock. The consulting services of Mr.
Emanuel Arbib, who, with Messrs. Hauser and Spier, is affiliated with Tamarix,
were engaged by the Company in March 1998 as its Chief Financial Officer at an
annual consulting fee of $100,000. In connection with such engagement, the
Company also agreed to issue to Mr. Arbib or his designee 75,000 shares of
Common Stock.
Upon consummation of the Tamarix/Finprogetti Acquisition Agreement,
Tamarix Capital Corporation, an affiliate of Tamarix, was retained by the
Company as a financial advisor for a period of three years at an annual fee of
$200,000 payable in quarterly installments. By mutual agreement, in the first
quarter of 1998, that agreement was terminated. Tamarix Capital Corporation
currently serves pursuant to a one-year agreement as an advisor to the Company
at a fee, inclusive of reimbursement for expenses, of $90,000. Additionally,
32,000 shares of Common Stock, subject to a one-year transfer restriction,
became issuable to Tamarix Capital Corporation, and options to acquire 17,000
shares of Common Stock became issuable at an exercise price of $5 per share
beginning one year from the date of grant. Centaurus, the Manager of Tamarix,
was separately granted warrants to purchase 1,250,000 shares of Common Stock as
an inducement for Tamarix initially to agree to acquire the shares from
Finprogetti and to abstain from transferring such shares for a stated period of
time. Messrs. Hauser, Spier and Arbib collectively control Centaurus. Warrants
to purchase 500,000 of such shares were transferred by Centaurus to Ixion, LDC,
an entity affiliated with Mr. Arbib and warrants to purchase 500,000 such shares
were transferred to Azzurra, Inc., an entity affiliated with Mr. Hauser.
13
<PAGE>
All transactions between the Company and its officers, directors,
principal shareholders or other affiliates have been on terms no less favorable
than those that are generally available from unaffiliated third parties. Any
such future transactions will be on terms no less favorable to the Company than
could be obtained from an unaffiliated third party on an arm's-length basis and
will be approved by a majority of the Company's independent and disinterested
directors.
Section 16(a) Beneficial Ownership Reporting Compliance
Based on a review of the Forms 3, 4 and 5 which have been filed with the
Securities and Exchange Commission with respect to transaction which occurred in
1997, it appears that the following officers and/or directors of the Company did
not comply with Section 16 reporting requirements:
Giovanni Caronia did not file a Form 3 in connection with his election to
the Board of Directors in June, 1997 or the grant of options to purchase 2,500
shares of Common Stock;
William Spier did not file a Form 5 in connection with the grant of
options in May, 1997 to purchase 2,917 shares of Common Stock;
Nicola Caiola did not file a Form 5 in connection with the grant of
options in May, 1997 to purchase 2,917 shares of Common Stock;
Arno Morenz did not file a Form 5 in connection with the grant of options
in April, 1997 to purchase 3,333 shares of Common Stock;
Deborah S. Novick did not file a Form 5 in connection with the grant of
options in September, 1997 to purchase 1,250 shares of Common Stock;
Emanuel Arbib did not file a Form 5 in connection with the grant of
options in May, 1997 to purchase 2,917 shares of Common Stock or the transfer to
Ixion LDC of 500,000 warrants in December 1997; and
Mark S. Hauser did not file a Form 5 in connection with the grant of
options in May, 1997 to purchase 1,917 shares of Common Stock or the transfer to
Azzurra, Inc. of 500,000 warrants in December 1997.
14
<PAGE>
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.
Date: April 30, 1998 TRIDENT ROWAN GROUP, INC.
By: s/ Howard E. Chase
---------------------------
Howard E. Chase,
Chairman of the Board
15
