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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1 TO FORM 10-K ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: Commission file number:
March 31, 1995 0-6377
DREXLER TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 77-0176309
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1077 Independence Avenue, Mountain View, CA 94043-1601
(Address of principal executive offices) (Zip Code)
(415) 969-7277
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None None
(Title of each class (Name of each exchange
so registered) on which registered)
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 Par Value
(Title of class)
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. / / Yes /X/ No
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, and (2) has been subject to such filing requirements
for the past 90 days. /X/ Yes / / No
Based on the last trade price of the Company's Common Stock on The Nasdaq Stock
Market on June 19, 1995, the aggregate market value of the voting stock held by
non-affiliates of the registrant is approximately $55,859,000.
Number of outstanding shares of Common Stock, $.01 par value,
at June 19, 1995: 8,530,879
Documents Incorporated by Reference: NONE
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The undersigned Registrant hereby amends Part III, Item 11, of its Annual
Report on Form 10-K for the fiscal year ended March 31, 1995 as follows, in
order that such item correspond to the information contained in Registrant's
definitive Proxy Statement dated August 10, 1995, for the 1995 Annual Meeting of
Stockholders (the "Proxy Statement") as follows:
ITEM 11. EXECUTIVE COMPENSATION
A. COMPENSATION OF OFFICERS
The following table summarizes the total compensation paid to the
Company's President and Executive Vice President through June 19, 1995 for the
1995 fiscal year ended March 31, 1995, as well as the total compensation paid to
them for the Company's two previous fiscal years, for services rendered in all
capacities to the Company and its subsidiaries. No other executive officer of
the Company earned $100,000 or more in salary and bonuses for the 1995 fiscal
year.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------- ----------------------
FISCAL SHARES UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTION GRANTS (#)
- --------------------------- ------ ---------- --------- -----------------
<S> <C> <C> <C> <C>
Jerome Drexler, 1995 $146,956 $ 0 17,000
Chairman of the Board 1994 $122,308 $ 0 72,000(1)
and President 1993 $140,075 $ 0 58,000
Christopher J. Dyball,
Executive Vice President 1995 $102,979 $ 0 17,000
and General Manager, 1994 $ 87,218 $ 0 15,000
Card Manufacturing 1993 $ 99,555 $ 0 75,000
</TABLE>
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(1) This option was granted in January of 1993 (fiscal 1993) subject to
stockholder approval of certain amendments to the 1991 Stock Option Plan,
which approval was obtained in September of 1993 (fiscal 1994).
STOCK OPTION GRANTS
The table below sets forth the stock options granted to the Company's
President and Executive Vice President under the Company's 1991 Option Plan
during the 1995 fiscal year ended March 31, 1995. No other executive officer of
the Company earned $100,000 or more in salary and bonuses for the 1995 fiscal
year. The table sets forth hypothetical dollar gains or "option spreads" for the
options at the end of their respective terms, as calculated in accordance with
the rules of the Securities and Exchange Commission. Each gain is based on
arbitrarily assumed annualized rates of compounded appreciation of the market
price at the date of grant of 5% and 10% from the date the option was granted to
the end of the option term. However, no gain to the optionee is possible without
an increase in stock price, which will benefit all stockholders commensurately.
A zero percent gain in stock price appreciation will result in zero dollars for
the optionee. Actual gains, if any, on option exercises are dependent on the
future performance of the Company's Common Stock.
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OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------
POTENTIAL REALIZABLE VALUE AT
PERCENT OF ASSUMED ANNUAL RATES OF
SHARES TOTAL OPTIONS EXERCISE STOCK PRICE APPRECIATION FOR
UNDERLYING GRANTED TO PRICE 5- OR 10-YEAR OPTION TERM
OPTIONS EMPLOYEES ($/SHARE) EXPIRATION -------------------------
NAME GRANTED(#) IN FISCAL YEAR (1) DATE(2) 5% 10%
---- ---------- -------------- --------- ------- -- ---
<S> <C> <C> <C> <C> <C> <C>
Jerome Drexler 17,000 18.3% $4.6875 Sept. 1, 2004 $50,115 $127,001
Christopher J.
Dyball 17,000 18.3% $4.6875 Sept. 1, 1999 $22,016 $ 48,650
</TABLE>
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(1) At the discretion of the Board of Directors and/or Stock Option Committee,
the optionee may pay the exercise price to the Company in cash, by
promissory note, or by delivering already owned shares, subject to certain
conditions.
(2) These options are subject to earlier termination in certain events.
The following table sets forth the value of options exercised by the
Company's President and Executive Vice President during the 1995 fiscal year and
remaining unexercised at year-end. All options which remained unexercised at
March 31, 1995 were granted under the 1991 Option Plan and were exercisable in
full as of that date.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
SHARES VALUE NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
ACQUIRED ON REALIZED UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
NAME EXERCISE (#) ($)(1) FISCAL YEAR-END (#)(2) FISCAL YEAR-END ($)(1)(2)
---- ------------ -------- ---------------------- -------------------------
<S> <C> <C> <C> <C>
Jerome Drexler 0 $ 0 162,000 $20,188
Christopher J. Dyball 4,000 $5,490 126,000 $29,502
</TABLE>
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(1) The dollar values of the shares acquired on exercise of options and the
options remaining unexercised at year-end were calculated based on the
difference between the fair market value of the Company's Common Stock at
the time of exercise and as of March 31, 1995, respectively, multiplied by
the number of shares underlying the respective options.
(2) All of these options are fully exercisable.
The Company cannot now determine the number of options to be received in
the future by all current executive officers as a group, all current directors
who are not also executive officers as a group, or all employees including
current officers who are not executive officers as a group. Under the terms of
the 1991 Stock Option Plan, the Board of Directors and/or Stock Option Committee
retains discretion, subject to certain limits, to modify the terms of
outstanding options.
B. DIRECTOR COMPENSATION
During the 1995 fiscal year, each director received a monthly fee of $750
for serving as a director. Effective July 6, 1995, the Company increased the
monthly fee paid to each director to $1,200. Since February 1, 1985, the cash
compensation paid to each director has been $750 per month. Management
determined that an inflation adjustment is required to become competitive with
other public companies in the ability to attract and retain qualified and
experienced Board members. The financial impact of this increase is $5,400 per
year per director, for a total additional annual outlay of $16,200, based on the
Company's current three-person Board.
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The 1991 Stock Option Plan provides for the automatic grant of a five-year
option to purchase 15,000 shares of the Company's Common Stock on the date any
person first becomes a director. These grants to newly elected directors become
exercisable in cumulative increments of one-third each at the end of 24 months,
36 months, and 48 months from the date of grant. The Company is not proposing
any changes to this procedure.
The Company's 1991 Stock Option Plan further provides that on the date of
the Company's annual meeting of stockholders, each director who has served as a
director of the Company for the preceding nine-month period, who is also a
member of the Stock Option Committee, and who is re-elected at such annual
meeting, is automatically granted a five-year option to purchase 3,000 shares of
the Company's Common Stock. The exercise price for options granted to newly
elected directors and re-elected directors is the fair market value of the
Company's Common Stock on the effective date of the grant of the option. The
option share grants to such re-elected directors are exercisable in full at the
time of grant. The Company proposes, subject to shareholder approval, to
increase the annual automatic option grants to re-elected directors who are
members of the Company's Stock Option Committee from 3,000 option shares to
6,000 option shares, beginning with the 1995 election.
C. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Jerome Drexler, the Company's President, is a member of the Compensation
Committee. The Compensation Committee is responsible for setting the salaries of
the Company's executive officers, other than the President, and for certain
other management employees of the Company and its subsidiaries.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Form 10-K/A to be signed on its behalf by the
undersigned, thereunto duly authorized.
DREXLER TECHNOLOGY CORPORATION
by: /s/Steven G. Larson
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Steven G. Larson
Vice President of Finance and Treasurer
(Principal Financial Officer and Principal Accounting Officer)
Dated: April 24, 1996
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