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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
____________________
(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, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NO. 0-9300
HARCOR ENERGY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0234380
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4400 POST OAK PARKWAY, SUITE 2220
HOUSTON, TX 77027-3413
(Address of principal executive office) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 961-1804
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE
------------------- ON WHICH REGISTERED
---------------------
NONE NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, $0.10 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. YES [ x ] NO [ ]
At March 24, 1997, the registrant had 15,170,836 shares of common stock
outstanding. The aggregate market value on March 24, 1997 of the registrant's
common stock held by non-affiliates of the registrant (including beneficial
owners holding less than 10% of the registrant's common stock) was $73,588,000
(based upon the last reported sales price of the registrant's common stock as
quoted on such date by the National Association of Securities Dealers, Inc.
Automated Quotation System).
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 ]
Document incorporated by reference: None.
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HARCOR ENERGY, INC.
-------------------
AMENDMENT NO. 1
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 December 31, 1996 as follows:
PART III
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ITEM 11. EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding compensation
earned during the last three years by the Company's Chief Executive Officer and
each of the Company's three other most highly compensated executive officers
(collectively, the "Named Executive Officers") based on salary and bonus earned
in those years:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Awards
------------------------------- ----------
Securities
and
Other Annual Securities All Other
Name and Compen- Underlying Compen-
Principal Position Year Salary Bonus sation(1) Options(2) sation(3)
------------------ ---- -------- ------- ------------ ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Mark G. Harrington................... 1996 $231,800 $80,908 $-0- 75,000 $3,989
Chairman of the Board.............. 1995 190,000 70,417 -0- 50,000 3,699
and Chief Executive................ 1994 190,000 62,500 -0- 148,750 3,699
Officer
Francis H. Roth...................... 1996 152,500 40,104 -0- 27,000 5,475
President and Chief................ 1995 125,000 70,208 -0- 18,000 5,113
Operating Officer.................. 1994 125,000 32,500 -0- 75,625 5,113
Gary S. Peck......................... 1996 122,000 31,333 -0- 24,000 2,490
Vice President-Finance &........... 1995 100,000 39,167 -0- 16,000 2,305
Administration, Chief.............. 1994 100,000 17,500 -0- 42,500 2,305
Financial Officer and
Corporate Secretary
Albert J. McMullin................... 1996 85,400 14,808 -0- 15,000 1,908
Vice President-Land,............... 1995 73,770 8,026 -0- 10,000 -0-
Contracts & Acquisitions........... 1994 67,000 5,025 -0- 33,500 -0-
</TABLE>
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(1) Does not include perquisites and other personal benefits because the value
of these items did not exceed the lesser of $50,000 or 10% of reported
salary and bonus of any of the Named Executive Officers.
(2) No stock appreciation rights ("SARs") were granted to any of the Named
Executive Officers during any of the years presented.
(3) Such amounts were premiums paid by the Company for annual disability
insurance for each such officer.
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STOCK OPTION GRANTS DURING 1996
The following table provides details regarding stock options granted to the
Named Executive Officers in 1996. The Company does not have any outstanding
SARs.
OPTION GRANTS IN 1996
<TABLE>
<CAPTION>
Number of % of Total
Securities Options
Underlying Granted to
Options Granted Employees Exercise or Base
Name (#)(1) in 1996 Price ($/Sh)(2) Expiration Date
- -------------------- ---------------- ---------- ---------------- ------------------
<S> <C> <C> <C> <C>
Mark G. Harrington.. 75,000 37.9% $5.16 September 25, 2001
Francis H. Roth..... 27,000 13.6% $4.69 September 25, 2001
Gary S. Peck........ 24,000 12.1% $4.69 September 25, 2001
Albert J. McMullin.. 15,000 7.6% $4.69 September 25, 2001
</TABLE>
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(1) Fifty percent of the options become exercisable on September 25, 1997 (the
first anniversary of the date of grant), and the remaining fifty percent
become exercisable on September 25, 1998. If the Company recapitalizes or
otherwise changes its capital structure, thereafter upon any exercise of an
option the optionee will be entitled to purchase, in lieu of the number and
class of shares of Common Stock then covered by such option, the number and
class of shares of stock and securities to which the optionee would have
been entitled pursuant to the terms of the recapitalization if, immediately
prior to such recapitalization, the optionee had been the holder of record
of the number of shares of Common Stock then covered by such option. If
there is a Corporate Change, as defined in the 1994 Stock Option Plan, then
the Stock Option and Compensation Committee, acting in its sole discretion,
has the following alternatives, which may vary among individual optionees:
(1) accelerate the time at which options then outstanding may be exercised,
(2) require the surrender to the Company by selected optionees of some or
all of the outstanding options held by such optionees, in which event the
Committee will thereupon cancel such options and pay to each optionee a
certain amount of cash or (3) make such adjustments to the options then
outstanding as the Committee deems appropriate to reflect such Corporate
Change. Any adjustment provided for pursuant to this paragraph will be
subject to any required stockholder action.
(2) The exercise price per share with respect to the stock options granted to
Messrs. Roth, Peck and McMullin in 1996 is equal to the closing bid price
of the Common Stock on the date of grant thereof, as quoted by the National
Association of Securities Dealers, Inc. Automated Quotation System
("NASDAQ"). Pursuant to the terms of the 1994 Stock Option Plan, because
Mr. Harrington was deemed to own more than 10% of the Common Stock, the
exercise price per share of all options granted to him in 1996 was 110% of
the closing bid price of the Common Stock on the date of grant thereof, as
quoted by NASDAQ.
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1996 OPTION EXERCISES AND OUTSTANDING STOCK OPTION VALUES
AS OF DECEMBER 31, 1996
The following table shows the number of shares acquired by the Named
Executive Officers upon their exercise of stock options during 1996, the value
realized by such Named Executive Officers upon such exercises, the number of
shares of Common Stock covered by both exercisable and non-exercisable stock
options as of December 31, 1996 and their respective values at such date.
AGGREGATED OPTION EXERCISES IN 1996 AND
AGGREGATED OPTIONS AND OPTION VALUES AT DECEMBER 31, 1996
<TABLE>
<CAPTION>
Number of Securities Underlying Value of Unexercised
Unexercised Options at In-the-Money Options at
Shares December 31, 1996(#) December 31, 1996($)(1)
Acquired on Value ----------------------------------- --------------------------------------
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- -------------------- ----------- ----------- ------------- -------------------- ----------------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Mark G. Harrington... 30,000 $ 80,250 262,000 100,000 $289,662 $49,688
Francis H. Roth...... 30,000 80,250 111,500 36,000 154,314 25,313
Gary S. Peck......... 55,000 147,125 69,500 32,000 96,688 22,500
Albert J. McMullin... -0- N/A 35,000 20,000 51,876 14,063
</TABLE>
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(1) On December 31, 1996, the closing bid price of the Common Stock as quoted
by NASDAQ was $4.875 per share. Value is calculated on the basis of the
differences between the option prices and $4.875, multiplied by the number
of shares of Common Stock granted at the respective option prices. The
option price for shares acquired by Messrs. Harrington, Roth and Peck
during 1996 was $2.20 per share. The option prices for exercisable and
unexercisable options granted to Messrs. Harrington, Roth, Peck and
McMullin covering 287,000, 147,500, 101,500 and 55,000 shares,
respectively, range from a low of $2.625 per share to a high of $4.6875 per
share. The option price for the remaining unexercisable options is higher
than $4.6875 and therefore no value is ascribed to such options in the
above table.
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RESTRICTED SHARE VALUES AS OF DECEMBER 31, 1996
The following table shows the number of restricted shares of Common Stock
held by the Named Executive Officers and their values at December 31, 1996:
RESTRICTED STOCK SHARES AND
RESTRICTED STOCK VALUES AT DECEMBER 31, 1996
<TABLE>
<CAPTION>
Restricted Restricted
Shares Share Value
Name (#) ($)
------------------ ----------- ------------
<S> <C> <C>
Mark G. Harrington.. 23,750 $115,781
Francis H. Roth..... 15,625 76,172
Gary S. Peck........ 12,500 60,938
Albert J. McMullin.. 8,500 41,438
</TABLE>
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(1) The Restricted Shares were originally prohibited from being sold, tendered,
assigned, transferred, pledged or otherwise encumbered prior to the
earliest of April 28, 1997 (lapse date), the date of a grantee's death or
disability, or the date of a "Change of Control" of the Company, as defined
in the Restricted Stock Agreement. The Restricted Stock Agreement was
subsequently amended to designate January 15, 1997, as the lapse date, at
which time the Restricted Shares became unrestricted.
(2) The value of Restricted Shares at December 31, 1996 is calculated by
multiplying the number of Restricted Shares by the December 31, 1996
closing bid price of the Common Stock as quoted by NASDAQ, which was $4.875
per share.
COMPENSATION OF DIRECTORS
During 1996, nonemployee members of the Board of Directors received annual
compensation of $10,000 plus $1,000 for each meeting of the Board of Directors
attended in person ($250 per telephonic meeting) and reimbursement for their
reasonable expenses incurred in connection with their duties and functions as
directors. Directors of the Company who are also employees do not receive any
compensation for their services as directors.
On October 14, 1992, the Board of Directors adopted the Company's 1992
Nonemployee Directors' Stock Option Plan (the "Directors' Option Plan"). Under
the Directors' Option Plan, upon the later of the effective date of the
Directors' Option Plan or the date of their initial election or appointment to
the Board of Directors, directors who are not employees of the Company were
granted options to purchase 20,000 shares of Common Stock at an exercise price
equal to the fair market value of the Common Stock on the date of grant.
Thereafter, and so long as the Directors' Option Plan is in effect, upon the
completion of each full year of service on the Board of Directors, each
nonemployee director continuing to serve as a director will automatically be
granted an additional option to purchase 5,000 shares of Common Stock at an
exercise price equal to 110% of the fair market value of the Common Stock on the
date of grant. All options granted under the Directors' Option Plan vest in
equal parts over two years.
Upon the second anniversary of his election to the Board of Directors (July
6, 1996), Mr. Cresci was automatically granted an option to purchase 5,000
shares of Common Stock at an exercise price equal to $5.91 per share,
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110% of the fair market value of the Common Stock on such date. Upon completion
of their fourth full year of service after the effective date of the Directors'
Option Plan (October 14, 1996), Messrs. Dar, Frischkorn and Monell were each
automatically granted an option to purchase 5,000 shares of Common Stock at an
exercise price equal to $6.46 per share, 110% of the fair market value of the
Common Stock on such date. Upon the fourth anniversary of his initial election
to the Board of Directors (November 17, 1996), Mr. Oakes was automatically
granted an option to purchase 5,000 shares of Common Stock at an exercise price
equal to $5.78 per share, 110% of the fair market value of the Common Stock on
such date.
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors consists of Vinod K. Dar
and Herbert Oakes Jr.
STOCK OPTION AND COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Stock Option and Compensation Committee's (the "Compensation
Committee") principal duties are to review and approve the compensation of the
officers of the Company. In addition, the Compensation Committee administers
the Company's 1994 Stock Option Plan and has the sole authority to make grants
to officers pursuant to such plan. Members of the Compensation Committee are
not eligible to participate in the 1994 Stock Option Plan.
EXECUTIVE COMPENSATION. The Compensation Committee believes that
compensation of executive officers should not only be adequate to attract,
motivate and retain competent executive personnel, but should also serve to
align the interests of executive officers with those of stockholders. To
achieve these ends the Company has adopted both short-term and long-term
incentive compensation plans that are dependent upon the Company's performance.
The Compensation Committee does not currently intend to award levels of
compensation that would result in a limitation on the deductibility of a portion
of such compensation for federal income tax purposes pursuant to Section 162(m)
of the Internal Revenue Code of 1986, as amended (the "Code");
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however, the Compensation Committee may authorize compensation that results in
such limitations in the future if it determines that such compensation is in the
best interest of the Company.
Base Salary. While the Compensation Committee believes it is crucial to
provide salaries within a competitive market range in order to attract and
retain personnel who are highly talented, the Compensation Committee has
established a philosophy of generally providing conservative base salaries
coupled with incentive compensation opportunities that strongly emphasize pay-
for-performance. The specific competitive markets considered depend on the
nature and level of the positions in question and the labor markets from which
qualified individuals would be recruited. For 1996, the Compensation Committee
increased base salaries, which had not been increased since 1992, by 12% to
reflect Consumer Price Index increases for the years 1993, 1994 and 1995. Also
an additional increase of 10% was granted, after consultation with an
independent human resources consulting firm and a review of peer group
information, to be based, in part, on the successful closing of the Company's
equity offering, resulting in a total increase of 22% over 1995 levels. The
Compensation Committee intends to review the executive group's salaries on a
biannual basis and adjust them if they deviate substantially from the average
for other comparable companies or from salary levels implied by other market
data.
Incentive Bonus Compensation. The Compensation Committee is responsible
for determining the participants, performance criteria to be used, award levels
and allocation
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of incentives. Any allocated incentives are awarded to executive officers based
upon performance factors that are reviewed annually to reflect the Company's
goals for that year. It is the overall objective of the Company that the
Incentive Plan not reward employees until the Company's stockholders have been
appropriately rewarded for investing in the Company. The Compensation Committee
is not required to grant awards for all amounts available under the Incentive
Plan. For the 1996 performance year, a total of $ 285,000.00 was available for
awards, and $142,500.00 was paid. Awards granted to the named executive officers
for the 1996 performance year are presented under "Bonus" in the Summary
Compensation Table.
1994 Stock Option Plan. The Company's 1994 Stock Option Plan authorizes
the Compensation Committee to award stock options to purchase up to 800,000
shares of Common Stock to the officers and employees of the Company. The
Compensation Committee determined, after consultation with an independent human
resources consulting firm, that this number was comparable to the number of
shares available for grant under stock option plans of similar companies. The
Compensation Committee generally grants non-statutory options at an exercise
price equal to the fair market value of the Company's Common Stock on the date
of grant. Options have five-year terms, with exercise restrictions that lapse
over a two-year period.
Stock option grants are designed to align the long-term interests of the
Company's executive officers with those of its stockholders by linking
compensation to Company
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goals, as well as by enabling officers to develop and maintain a significant,
long-term equity ownership position in the Company.
Awards of stock options to the named executive officers in 1996 pursuant to
the 1994 Stock Option Plan are presented under "Long-Term Awards" in the Summary
Compensation Table. Such awards were granted in order to provide the named
executive officers with further incentive with respect to the Company's future
performance, to further align the interests of such executive officers with
those of the Company's stockholders, to provide additional incentive for such
executive officers to continue in their positions with the Company and to award
such executive officers for their contribution to the Company's performance in
1996.
401(k) Plan. Under the Company's 401(k) profit sharing plan, eligible
employees, including executive officers, are permitted to defer receipt of up to
15% of their compensation (subject to certain limitations imposed under the
Code). The amounts held under the plan are to be invested among various
investment funds maintained under the plan in accordance with the directions of
each participant. The plan is administered by an outside benefits specialist.
Salary deferral contributions by participants are 100% vested. Participants
or their beneficiaries are entitled to payment of vested benefits upon
termination of employment. In addition, hardship distributions to participants
from the plan are available under certain conditions. The amount of benefits
ultimately payable to a participant under the plan
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depends on the level of the participant's elective deferrals under the plan and
the performance of the investment funds maintained under the plan in which
contributions are invested. The Company currently does not have any provisions
for matching employee's deferral contributions in the Plan.
Chief Executive Officer Compensation. As described above, the Company's
executive compensation philosophy, including the compensation of the Company's
Chief Executive Officer, Mark G. Harrington, is a competitive, but conservative,
base salary and incentive compensation based upon the Company's performance.
In setting both the cash-based and the equity-based elements of Mr. Harrington's
compensation, the Compensation Committee made an overall assessment of Mr.
Harrington's leadership in achieving the Company's long-term strategic and
business goals.
Base Salary. Mr. Harrington's base salary for 1996 was $231,800.00. Mr.
Harrington's base salary reflects a consideration of both competitive forces and
the Company's performance. The Company does not assign specific weights to
these categories. It is based upon the criteria set forth above under
"Executive Compensation - Base Salary."
Incentive Compensation. Mr. Harrington was awarded $80,908.00 bonus for
the 1996 performance year. This award was based upon the criteria set forth
above under "Executive Compensation - Incentive Bonus Compensation."
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Stock Option Plan. Mr. Harrington was granted options to purchase 75,000
shares of Common Stock pursuant to the 1994 Stock Option Plan in 1996. These
awards were based on the factors described above under "Executive Compensation -
1994 Stock Option Plan."
Compensation Committee
Vinod K. Dar
Herbert Oakes, Jr.
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PERFORMANCE GRAPH
The following Performance Graph compares the Company's cumulative total
stockholder return on its Common Stock for a five-year period (December 31, 1991
to December 31, 1996) with the cumulative total return of the NASDAQ Composite
(US) and a peer group described more fully below (the "Peer Group"). Dividend
reinvestment has been assumed and, with respect to Companies in the Peer Group,
the returns of each such Company have been weighted to reflect relative Stock
Market Capitalization as of the beginning of the measurement period.
<TABLE>
<CAPTION>
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TOTAL RETURN ANALYSIS
12/31/91 12/31/92 12/31/93 12/30/94 12/29/95 12/31/96
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<S> <C> <C> <C> <C> <C> <C>
HARCOR ENERGY, INC. $ 100.00 $ 133.33 $ 112.50 $ 100.00 $ 87.50 $ 162.50
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PEER GROUP $ 100.00 $ 125.75 $ 126.73 $ 134.54 $ 157.02 $ 252.17
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NASDAQ COMPOSITE (US) $ 100.00 $ 116.38 $ 133.59 $ 130.59 $ 130.59 $ 227.16
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</TABLE>
The Peer Group consists of Abraxas Petroleum Corp., Arch Petroleum, Inc., Callon
Petroleum Co., Howell Corporation, Lomak Petroleum, Inc., McFarland Energy, Inc.
and PANACO Inc.
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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.
HARCOR ENERGY, INC.
(Registrant)
DATE: April 23, 1997 By: /s/ Gary S. Peck
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Gary S. Peck
Vice President - Finance & Administration
Chief Financial Officer and Corporate Secretary
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