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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[Mark One]
AMENDMENT NO. 1 TO FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended March 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: 0-6377
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
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(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 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. /X/ Yes / / 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. /X/
Based on the last trade price of the Company's Common Stock on The Nasdaq Stock
Market on June 19, 1997, the aggregate market value of the voting stock held by
non-affiliates of the registrant is approximately $80,044,000.
Number of outstanding shares of Common Stock, $.01 par value,
at June 19, 1997: 9,212,066
DOCUMENTS INCORPORATED BY REFERENCE: NONE
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Drexler Technology Corporation, the undersigned Registrant (also referred
to herein as the "Company"), hereby amends Part III, Items 10, 11, and 12 of its
Annual Report on Form 10-K for the fiscal year ended March 31, 1997 as follows
in order that such items are contained in the Form 10-K directly rather than
being incorporated by reference from Registrant's Definitive Proxy Statement:
(a) The foregoing cover page to the Form 10-K is hereby amended to delete
the entry under Documents Incorporated by Reference and to replace it
with the word "NONE."
(b) Part III of the Form 10-K is hereby amended to add the information
required under Items 10, 11, and 12, as follows:
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
A. Directors and Executive Officers
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
<TABLE>
<CAPTION>
Officer or
Director
Name Age Since Position with Registrant and, If Different, Principal Occupation
---- --- ----------- -------------------------------------------------------------------
<S> <C> <C> <C>
Jerome Drexler 69 1968 Chairman of the Board of Directors and Chief Executive Officer of Registrant
and its wholly owned subsidiary, LaserCard Systems Corporation.
Richard M. Haddock(1) 45 1997 President and Chief Operating Officer of Registrant and its wholly owned
subsidiary, LaserCard Systems Corporation.
Christopher J. Dyball 46 1992 Executive Vice President and General Manager, Card Manufacturing.
Steven G. Larson 47 1987 Vice President of Finance and Treasurer of Registrant and its wholly
owned subsidiary, LaserCard Systems Corporation.
Arthur H. Hausman 73 1981 Director; private investor; retired Chairman, President, and Chief
Executive Officer of Ampex Corporation (manufacturer of professional
audio-video systems, data/memory products, and magnetic tape).
Director of California Amplifier, Inc. (low-noise amplifiers), California
Microwave, Inc. (commercial telecommunications and defense
electronics), and Director Emeritus of Technology for Communica-
tions International (high-frequency antenna systems and electronic
reconnaissance systems).
William E. McKenna 77 1970 Director; private investor. Director of California Amplifier, Inc.
(low-noise amplifiers), Safeguard Health Enterprises, Inc. (healthcare
services), Midway Games, Inc. (interactive entertainment software for
the coin-operated and home markets), and WMS Industries, Inc. (coin-
operated and home video and other games).
</TABLE>
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(1) Mr. Haddock became President and Chief Operating Officer of the Company on
February 22, 1997. He has worked for the Company in management positions
since 1981, and has been President and Chief Operating Officer of the
Company's wholly owned subsidiary, LaserCard Systems Corporation, since
1990.
There are no family relationships among directors or executive officers of
the Company.
It is anticipated that each of the directors and executive officers will
continue in his position, although there is no understanding or arrangement to
that effect. Each director holds office until the next annual meeting of
stockholders and until such director's successor is elected and qualified.
However, any of the above directors or executive officers could resign, and any
of the officers could be replaced or removed by the Board of Directors at any
time.
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B. Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors, executive officers, and beneficial owners of more than
10 percent of the Company's Common Stock to file with the Commission initial
reports of ownership and reports of changes in ownership of Common Stock and
other equity securities of the Company. Based on its review of Forms 3, 4, 5, if
any, and periodic written representations from reporting persons, the Company
believes that during the 1997 fiscal year, its officers, directors, and holder
of more than 10 percent of the Company's Common Stock complied with all Section
16(a) filing requirements.
ITEM 11. EXECUTIVE COMPENSATION
A. Compensation of Executive Officers
The following table discloses the total compensation paid to each of the
Company's four executive officers for the three fiscal years ended March 31,
1997, for services rendered in all capacities to the Company and its
subsidiaries.
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 1997 $ 160,755 $ 0 45,000
Chairman of the Board and 1996 $ 146,956 $ 0 30,000
Chief Executive Officer 1995 $ 122,308 $ 0 17,000
Richard M. Haddock 1997 $ 113,456 $ 0 51,000
President and 1996 $ 107,345 $ 0 105,000
Chief Operating Officer 1995 $ 102,979 $ 0 17,000
Christopher J. Dyball
Executive Vice President 1997 $ 111,052 $ 0 36,000
and General Manager, 1996 $ 107,206 $ 0 75,000
Card Manufacturing 1995 $ 102,979 $ 0 17,000
Steven G. Larson 1997 $ 114,502 $ 0 51,000
Vice President of Finance 1996 $ 97,202 $ 0 60,000
and Treasurer 1995 $ 93,396 $ 0 17,000
</TABLE>
Stock Option Grants to Executive Officers
The following table sets forth the stock options granted to each of the
Company's four executive officers under the Company's 1991 Option Plan during
the 1997 fiscal year ended March 31, 1997. 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 percent
and 10 percent 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 30,000 8.4% $12.625 Sep 20, 2006 $ 238,194 $ 603,630
15,000 4.2% $13.0625 Feb 21, 2007 $ 123,224 $ 312,274
Richard Haddock 21,000 5.9% $12.625 Sep 20, 2001 $ 73,249 $ 161,861
30,000 8.4% $13.0625 Feb 21, 2002 $ 108,268 $ 239,244
Christopher Dyball 21,000 5.9% $12.625 Sep 20, 2001 $ 73,249 $ 161,861
15,000 4.2% $13.0625 Feb 21, 2002 $ 54,134 $ 119,622
Steven Larson 36,000 10.1% $12.625 Sep 20, 2001 $ 125,570 $ 277,477
15,000 4.2% $13.0625 Feb 21, 2002 $ 54,134 $ 119,622
</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) Mr. Drexler's options have 10-year terms. Options granted to Messrs.
Haddock, Dyball, and Larson have five-year terms. These options are subject
to earlier termination in certain events.
Aggregated Option Exercises and Options Held by Executive Officers
The following table sets forth the value of options exercised by the
Company's executive officers during the 1997 fiscal year and remaining
unexercised at fiscal year end.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Shares Number of Securities Underlying Value of Unexercised
Acquired on Value Unexercised Options at In-the-Money Options at
Exercise Realized Fiscal Year-End (#) Fiscal Year-End ($)(2)
------------------- ----------------------
Name (#) ($)(1) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- ------------------------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Jerome Drexler 50,000 $215,405 187,000 0 $589,700 $ 0
Richard Haddock 47,500 $306,343 64,000 96,000 $194,875 $53,437
Christopher Dyball 25,000 $177,433 85,000 81,000 $308,125 $53,437
Steven Larson(3) 36,950 $248,407 52,950 81,000 $171,912 $35,624
</TABLE>
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(1) Market value of underlying securities (based on the fair market value of
the Company's Common Stock on The Nasdaq Stock Market) at the time of their
exercise, minus the exercise price.
(2) Market value of securities underlying in-the-money options at fiscal year
end (based on $10.25 per share, the average of the high and low trading
prices of the Company's Common Stock on The Nasdaq Stock Market as of March
31, 1997), minus the exercise price.
(3) Includes options subject to trust in favor of Marsha Larson, for whose
benefit 15,000 shares were acquired upon exercise in fiscal 1997 (for value
realized of $111,581). At fiscal year end, 26,450 shares remained
underlying those options that were exercisable (for value of $85,850) and
2,031 shares remained underlying those options that were unexercisable (for
value of $2,411).
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B. Compensation of Directors
Each of the three directors receives a fee of $1,200 per month for serving
as a director, the standard fee in effect since July of 1995. The Company also
reimburses reasonable out-of-pocket expenses incurred by directors performing
services for the Company.
The Company's 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 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 6,000 shares of the Company's Common
Stock. The option share grants to such re-elected directors are exercisable in
full at the time of grant. 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.
C. Employment Contracts, Termination of Employment, and Change of Control
Arrangements
None of the Company's executive officers has employment or severance
arrangements with the Company. 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.
In the event of a merger or sale of assets or like event, the Board of
Directors is empowered to make appropriate adjustments to options under the 1991
Option Plan. The Board of Directors has adopted guidelines specifying the
following as adjustments that it would consider appropriate upon the occurrence
of such an event:
(1) permitting optionees no less than thirty days to exercise the vested
portion of their options;
(2) having the successor corporation either (a) issue to optionees
replacement options for the unvested portions of options, or else (b)
pay deferred compensation on the spread between the value of Company
stock upon the occurrence of such event and the option exercise price
at the time such unvested portion would have vested; and
(3) providing for vesting of 100 percent of the unvested portion for
optionees employed by the Company for at least two years prior to such
event if their employment is terminated within one year of such event
by the successor corporation other than by resignation or for acts of
moral turpitude.
D. Compensation Committee Interlocks and Insider Participation
Jerome Drexler, the Company's Chief Executive Officer, 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 Chief Executive
Officer, and for certain other management employees of the Company and its
subsidiaries.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
A. Principal Stockholder
The table below shows the name, address, number of shares held, nature of
ownership, and percentage of shares held as of July 15, 1997, by the only person
or entity known to the Company to be the beneficial owner of more than 5 percent
of the Company's Common Stock.
<TABLE>
<CAPTION>
Number of Shares and Percentage
Name and Address Nature of Ownership of Class
---------------- -------------------- ----------
<S> <C> <C>
Jerome Drexler 1,415,098(1) 15.4%
c/o Drexler Technology Corporation Full dispositive
1077 Independence Avenue and voting power
Mountain View, CA 94043
</TABLE>
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(1) Includes 162,000 shares purchasable by exercise of option within 60 days.
Does not include 172,100 shares owned by Mr. Drexler's wife and 15,300
shares held indirectly by his wife as custodian, as to all of which shares
Mr. Drexler disclaims any beneficial ownership. Does not include 21,500
shares held by The Drexler Foundation, the assets of which are perpetually
dedicated to charity. The power to vote and to dispose of the shares held
by The Drexler Foundation is shared by the Foundation's directors,
consisting of Mr. Drexler and his wife.
B. Security Ownership of Management
The table on the following page contains information respecting the number
of shares and percentage of the Company's Common Stock beneficially owned by
each of the Company's three directors, by each executive officer of the Company,
and by all executive officers and directors as a group, as of July 15, 1997. The
beneficial owners of the shares have full voting and investment power, except as
indicated in the table, and have addresses in care of the Company. As of the
close of business on July 15, 1997, the Company had outstanding 9,213,066 shares
of Common Stock.
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STOCK OWNERSHIP BY DIRECTORS AND OFFICERS
<TABLE>
<CAPTION>
Director Customer Percentage
Name, Principal Occupation, and Other Directorships Age Since Shares of Class
--------------------------------------------------- --- -------- -------- ----------
<S> <C> <C> <C> <C>
JEROME DREXLER ................................................................. 69 1968 1,415,098(1) 15.4%
Chairman of the Board of Directors and Chief Executive Officer of Registrant
and its wholly owned subsidiary, LaserCard Systems Corporation
ARTHUR H. HAUSMAN .............................................................. 73 1981 37,500(2) .4%
Director; private investor. Retired Chairman, President, and Chief
Executive Officer of Ampex Corporation (manufacturer of professional audio-video
systems, data/memory products, and magnetic tape); Director of California
Amplifier, Inc. (low-noise amplifiers); Director of California Microwave, Inc.
(commercial telecommunications and defense electronics); and Director Emeritus
of Technology for Communications International (high-frequency antenna systems
and electronic reconnaissance systems)
WILLIAM E. McKENNA ............................................................. 77 1970 51,000(2) .6%
Director; private investor. Director of California Amplifier, Inc. (low-
noise amplifiers); Safeguard Health Enterprises, Inc. (healthcare
services); Midway Games, Inc. (interactive entertainment software for the
coin-operated and home markets), and WMS Industries, Inc. (coin-operated
and home video and other games)
RICHARD M. HADDOCK ............................................................. 45 N/A 64,000(3) .7%
President and Chief Operating Officer of the Company and its wholly owned
subsidiary, LaserCard Systems Corporation
CHRISTOPHER J. DYBALL .......................................................... 46 N/A 85,747(4) .9%
Executive Vice President and General Manager, Card Manufacturing
STEVEN G. LARSON ............................................................... 47 N/A 53,096(5) .6%
Vice President of Finance and Treasurer of Registrant and its wholly owned
subsidiary, LaserCard Systems Corporation
All executive officers and directors as a group (the six persons named above) .. 1,706,441(6) 18.5%
</TABLE>
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(1) Includes 162,000 shares purchasable by exercise of option within 60 days.
Does not include 172,100 shares owned by Mr. Drexler's wife and 15,300
shares held indirectly by his wife as custodian, as to all of which shares
Mr. Drexler disclaims any beneficial ownership. Does not include 21,500
shares held by The Drexler Foundation, the assets of which are perpetually
dedicated to charity. The power to vote and to dispose of the shares held
by The Drexler Foundation is shared by the Foundation's directors,
consisting of Mr. Drexler and his wife.
(2) Includes 18,000 shares purchasable by exercise of option within 60 days.
(3) Includes 64,000 shares purchasable by exercise of option within 60 days.
(4) Includes 85,000 shares purchasable by exercise of option within 60 days.
(5) Includes 52,950 shares purchasable by exercise of option within 60 days,
including options for 26,450 shares subject to trust in favor of Marsha
Larson.
(6) Includes 399,950 shares purchasable by exercise of option within 60 days.
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
-------------------------------------------------------
Steven G. Larson
Vice President of Finance and Treasurer
July 25, 1997 (Principal Financial Officer and Principal Accounting
Officer)
