SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT No. 1 to
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended October 31, 1994
Commission File
No. 0-9143
HURCO COMPANIES, INC.
Form 10-K for the fiscal year ended October 31, 1994, dated January 26, 1995, is
hereby amended for Part III, Items 10, 11, 12 and 13. No other items are being
amended.
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.
HURCO COMPANIES, INC.
February 27, 1995 By: /S/ ROGER J. WOLF
------------------
Roger J. Wolf
Senior Vice President,
Secretary, Treasurer
and Chief Financial Officer
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS OF THE REGISTRANT
The following information sets forth the name of each director, his age, tenure
as a director, principal occupation and business experience for the last five
years:
SERVED AS A
NAME AGE DIRECTOR SINCE
Hendrik J. Hartong, Jr. 55 1986
Andrew L. Lewis IV 38 1988
Brian D. McLaughlin 52 1987
E. Keith Moore 72 1990
Richard T. Niner 55 1986
O. Curtis Noel 59 1993
Charles E. Mitchell Rentschler 55 1986
Hendrik J. Hartong, Jr. has been a general partner of Brynwood Management, the
general partner of Brynwood Partners Limited Partnership, since 1984. Mr.
Hartong has also served as Chairman of the Board of Air Express International
Corporation since 1985.
Andrew L. Lewis IV has served as Chief Executive Officer of KRR Partners, L.P.
since July 1993. Beginning in 1990, Mr. Lewis has also been a consultant for
USPCI of Pennsylvania, Inc. From 1988 to 1990, he was Chief Executive Officer of
Environmental Management Service. From 1984 to 1989, he was Vice-President of
Lewis, Eckert, Robb & Company. Mr. Lewis is also a director of Air Express
International Corporation.
Brian D. McLaughlin has been President and Chief Executive Officer of the
Company since December 1987. From 1982 to 1987, he was employed as President and
General Manager of various divisions of Ransburg Corporation. From 1965 to 1982,
he was employed in general management and marketing management positions with
Eaton Corporation.
E. Keith Moore has served as President of Hurco International, Inc., a
subsidiary of the Company since April 1988. Beginning in 1984, he has served in
a variety of advisory capacities relating to the operations of the Company. Mr.
Moore is also a director of Met-Coil Systems Corporation.
<PAGE>
Richard T. Niner has been a general partner of Brynwood Management, the general
partner of Brynwood Partners Limited Partnership, since 1984. Mr. Niner is also
a director of Air Express International Corp. and Arrow International, Inc.
Charles E. Mitchell Rentschler has served as President and Chief Executive
Officer of The Hamilton Foundry & Machine Co. since 1985.
THE EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding the executive officers of the Company appears on page 11
of Part I of Form 10-K as originally filed.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, requires the Company's
directors and executive officers, and persons who own more than ten percent
(10%) of the Company's common stock, to file initial reports of ownership and
reports of changes in ownership of common stock and other equity securities of
the Company with the Securities and Exchange Commission.
To the Company's knowledge, based solely upon a review of copies of such reports
furnished to the Company during and pertaining to its most recent fiscal year,
and certain written representations, all Section 16(a) filings applicable to the
Company's officers, directors and greater than ten percent (10%) beneficial
owners were made on a timely basis except for one late report related to a stock
sale transaction for Mr. Michael E. Seall, a former executive officer.
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION
<TABLE>
The following table sets forth all compensation paid or accrued during each of
the last three fiscal years to the Chief Executive Officer and each of the other
most highly compensated executive officers of the Company, based on compensation
earned during fiscal 1994 (the "Named Executive Officers"):
Summary Compensation Table
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION All Other
Name and Fiscal Salary Bonus Other Annual Stock Compensation
Principal Position Year ($) ($)<F1> Compensation ($) Option Awards<F2> ($)<F3>
- - - - ------------------ ------ ------- -------- ---------------- --------------- -----------
<S> <C> <C> <C> <C> <C>
Brian D. McLaughlin 1994 220,000 -0- -0- 70,000<F4> 2,302
President and CEO 1993 220,000 -0- -0- -0- 3,036
1992 216,923 -0- -0- 15,000 3,193
Roger J. Wolf 1994 135,000 7,000 $16,308<F5> 7,000 1,934
Sr. VP, Secretary 1993 98,654<F6> 5,000<F7> -0- 25,000<F7> 872
Treasurer and CFO
- - - - ---------------------------
<FN>
<F1>
Represents cash bonuses earned and paid in the subsequent year, other than
specified below.
<F2>
Represents options granted under the stock option plan related to the prior
year's performance, other than specified below. The Company has not granted any
Stock Appreciation Rights (SARs).
<F3>
Represents the Company's contribution to the 401-K Retirement Plan under the
Company matching program.
<F4>
Represents options granted under the stock option plan to replace options that
had expired during the fiscal year.
<F5>
Represents amounts reimbursed during the fiscal year for the payment of taxes
related to relocation expenses.
<F6>
Represents compensation for January 25, 1993 through October 31,1993.
<F7>
Represents guaranteed bonus and options granted under the stock option plan in
connection with initial employment.
</FN>
</TABLE>
<PAGE>
STOCK OPTIONS
<TABLE>
The following table sets forth information related to options granted to the
Named Executive Officers during the 1994 fiscal year. The Company has not
granted any Stock Appreciation Rights (SARs):
Option Grants During 1994 Fiscal Year
<CAPTION>
INDIVIDUAL GRANTS Potential
Realizable Value
% of Total at Assumed Annual
Options Rates of Stock
Grantd to Price Apprec. for
Number Emp. in Exercise Option Term <F8>
Options Fiscal Price Expiration --------------------
Name Granted<F9> Year ($/SH) Date 5%($) 10%($)
- - - - ---- ---------- -------- ------ ---------- ------ ------
<S> <C> <C> <C> <C> <C> <C>
Brian D. McLaughlin 70,000 40.1% $2.50 06/10/04 $109,900 $278,600
Roger J. Wolf 7,000 4.1% $2.50 06/10/04 $ 10,990 $ 27,860
- - - - ----------------------------
<FN>
<F8>
The potential realizable value illustrates value that might be realized upon the
exercise of the options immediately prior to the expiration of their terms,
assuming the specified compounded rates of appreciation on the Company's common
stock from the date of grant through the term of the options. These numbers do
not take into account provisions that may result in termination of the options
following termination of employment or the vesting periods of three years.
<F9>
Options may be exercised in three equal annual installments, or parts thereof,
commencing on the first anniversary date of the grant.
</FN>
</TABLE>
<PAGE>
<TABLE>
The following table sets forth information related to options exercised during
the 1994 fiscal year and options held at fiscal year-end by the Named Executive
Officers. The Company does not have any outstanding Stock Appreciation Rights
(SARs):
Aggregated Option Exercises in Fiscal 1994 and Year-End Option Values
<CAPTION>
Value of
Number of Unexercised
Securities Underlying In-the-Money
Shares Unexercised Option Options at
Acquired on Value at FY-end (#) FY-end ($)<F11>
Exercise Realized Exer- Unexer- Exer- Unexer-
Name (#) ($)<F10> cisable cisable cisable cisable
- - - - ---- -------- --------- ------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Brian D. McLaughlin -- -- 18,000 87,000 -- $100,660
Roger J. Wolf -- -- 5,000 27,000 -- $ 10,066
- - - - -----------------------------------------
<FN>
<F10>
Value is calculated based on the closing market price of the common stock on the
date of exercise less the option exercise price.
<F11>
The closing price for the Company's common stock on October 31, 1994, was
$3.938.
</FN>
</TABLE>
COMPENSATION OF DIRECTORS
Each director who is not an employee of the Company receives a fee of $1,000 for
each meeting of the Board of Directors attended, and each such director also
receives $3,000 per quarter. Directors are also entitled to receive
reimbursement for travel and other expenses incurred in attending such meetings.
Employee directors receive no fees. Mr. Niner received annual compensation of
$72,000 for his services as Chairman of the Executive Committee of the Board of
Directors. Directors are also eligible to receive stock options in amounts
specified in the Plan.
<PAGE>
EMPLOYMENT CONTRACTS
Brian D. McLaughlin entered into an employment contract on December 14, 1987.
The contract term is month-to-month. Mr McLaughlin's salary and bonus
arrangements are set annually by the Board of Directors. Other compensation,
such as stock option grants, is awarded periodically at the discretion of the
Board of Directors. As part of that contract, Mr. McLaughlin is entitled to 12
months' salary if his employment is terminated for any reason other than gross
misconduct.
Roger J. Wolf entered into an employment contract on January 8, 1993. The
contract term is unspecified. Mr. Wolf's salary and bonus arrangements are set
annually by the Board of Directors. Other compensation, such as stock option
grants, is awarded periodically at the discretion of the Board of Directors. As
part of that contract, Mr. Wolf is entitled to 12 months' salary if his
employment as Senior Vice President and Chief Financial Officer is terminated
without just cause.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 1994, the members of the Compensation Committee were Hendrik J.
Hartong, Jr., Andrew L. Lewis IV and Charles E. Mitchell Rentschler. None of the
Committee members are an officer or employee of the Company or any of its
subsidiaries or a former officer or director. Mr. Hartong and Mr. Lewis are
directors of Air Express International (AEI). Mr. Hartong is also a general
partner of Brynwood Management, which is the general partner of Brynwood
Partners Limited Partnership, which has substantial ownership interest AEI. AEI
provides freight forwarding and shipping services for the Company. The cost of
these freight services are negotiated on an arms-length basis and amounted to
$323,000 for the fiscal year ended October 31, 1994. None of the Committee
members are involved in any other relationships requiring disclosure as an
interlocking oficer/director.
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
<TABLE>
The following table sets forth information as of January 20, 1995, regarding
beneficial ownership of common stock by each director and named executive
officer, by all directors and executive officers as a group, and by certain
other beneficial owners of more than 5%. Each such person has sole voting and
investment power with respect to such securities, except as otherwise noted:
<CAPTION>
SHARES BENEFICIALLY OWNED
NAME AND ADDRESS NUMBER PERCENT
OTHER BENEFICIAL OWNERS
<S> <C> <C>
Brynwood Partners Limited Partnership 1,390,001 25.7%
Two Soundview Avenue
Greenwich, Connecticut 06830
Wellington Management Co. 475,700 <F12> 8.8%
75 State Street
Boston, Massachusetts 02109
The TCW Group, Inc. 371,000 6.9%
865 South Figueroa Street
Los, Angeles, California 90017
DIRECTORS AND EXECUTIVE OFFICERS
Hendrik J. Hartong, Jr. 1,408,481 <F13> 26.0%
<F14>
<F15>
Andrew L. Lewis IV 12,500 <F14> 0.2%
Brian D. McLaughlin 53,200 <F16> 1.0%
<F17>
E. Keith Moore 44,390 <F18> 0.8%
<F19>
Richard T. Niner 1,415,301 <F13> 26.1%
<F14>
O. Curtis Noel 5,000 <F14> 0.1%
Charles E. Mitchell Rentschler 17,500 <F20> 0.3%
Roger J. Wolf 11,500 <F22> 0.2%
Executive officers and directors 1,614,171 <F13> 29.8%
as a group (11 persons) <F21>
<PAGE>
<FN>
<F12>
Wellington Management Co. (WMC), a registered investment advisor, is deemed to
have beneficial ownership of 475,700 shares of the Company's stock, which is
owned by various advisory clients of WMC. WMC has no voting power for 105,700
shares and shared voting power for 370,000. WMC has shared investment power for
all shares.
<F13>
Includes the shares owned by Brynwood Partners Limited Partnership, of which the
sole general partner is Brynwood Management, a general partnership. Mr. Hartong
and Mr. Niner are general partners of Brynwood Management and accordingly may be
deemed to have beneficial ownership of these shares. These shares have shared
voting and investing power.
<F14>
Includes 5,000 shares subject to options that are exercisable within 60 days.
<F15>
Includes 100 shares owned by Mr. Hartong's wife, as to which shares he may be
deemed to have beneficial ownership. Also, includes 3,000 shares that have
shared voting and investment power.
<F16>
Includes 25,000 shares subject to options held by Mr. McLaughlin that are
exercisable within 60 days; excludes 90,000 shares subject to options that are
not exercisable within the next 60 days.
<F17>
Includes 2,100 shares owned by Mr. McLaughlin's wife and children, as to which
shares he may be deemed to have beneficial ownership.
<F18>
Includes 8,600 shares subject to options held by Mr. Moore that are exercisable
within 60 days; excludes 2,400 shares subject to option that are not exercisable
within the next 60 days.
<F19>
Includes 1,320 shares owned by Mr. Moore's wife and children, as to which shares
he may be deemed to have beneficial ownership.
<F20>
Includes 5,000 shares owned by Mr. Rentschler's wife, as to which he may be
deemed to have beneficial ownership.
<F21>
Includes 100,500 shares subject to options that are exercisable within 60 days.
<F22>
Includes 10,000 shares subject to options that are exercisable within 60 days;
excludes 37,000 shares subject to options that are not exercisable within the
next 60 days.
</FN>
</TABLE>
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company and Air Express International (AEI) are related parties because
Brynwood Partners Limited Partnership holds a substantial ownership interest in
both companies. AEI provides freight forwarding and shipping services for the
Company. The cost of these freight services are negotiated on an arms length
basis and amounted to $323,000 for the year ended October 31, 1994.
