U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended June 30, 1998
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
Commission file number: 0-9358
3Si Holdings, Inc.
(formerly Tyrex Oil Company)
(Exact Name of Registrant as specified in its charter)
Wyoming 83-0245581
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
6886 S Yosemite Street
Englewood, Colorado 80112
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 741-9123
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common stock, $.01 par value per share
(Title of class)
Indicate by check mark whether the Registrant (l) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
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 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]
At September 15, 1998, 33,861,798 shares of the Registrant's $.01 par value
common stock were outstanding. The aggregate market value of the Common Stock
held by non-affiliates (5,406,174 shares) of the Registrant as of September
15, 1998 was approximately $973,000. (Based on multiplying the mean ($.18) of
the closing bid and asked priced of the common stock of the Registrant on the
over-the-counter market as of September 15, 1998 times the number of shares
held by non-affiliates.)
Documents Incorporated by Reference: None
1
<PAGE>
PART I
Item 1. Business.
Business Development
During the fiscal year ended June 30, 1998, the Company changed its name from
Tyrex Oil Company (Tyrex) to 3Si Holdings, Inc. (3SiH) The Company has also
changed its stock trading symbol from "TYRX" to "TSIH". The Company's stock
is traded on the over-the-counter electronic bulletin board.
The fiscal year ended June 30, 1998 was the first full fiscal year subsequent
to the Company's merger with 3Si, Inc. (3Si). On May 28, 1997 Tyrex (now 3SiH)
acquired 100% of the common stock of 3Si in a reverse triangular merger
accounted for as a purchase. Under the terms of the merger, 3Si is a wholly
owned subsidiary of 3SiH. The merger was accounted for financial statement
purposes as a purchase of Tyrex by 3Si, since the merger resulted in 83.1% of
the now outstanding common stock of Tyrex (subsequent to completion of the
tender offer) being issued to the 3Si stockholders. The financial statements
for the period ended June 30, 1997 contain the results of operations of 3Si
for the six months ended June 30, 1997, and the results of operations for
Tyrex from the date of acquisition (May 28, 1997) through June 30, 1997. The
financial statements for the years ended December 31, 1996 and 1995 include
the results of operations for 3Si only.
The financial statements as of June 30, 1998 reflect the consolidated results
of operations for the 3SiH entity for the year then ended. The only asset of
3SiH is its ownership of 3Si, Inc.
3Si Overview
3Si (Solution, System and Service Integration) has provided comprehensive
computer hardware and software solutions for over 19 years to clients
throughout the continent. Founded in 1979, as Kimbrough Computer Sales, Inc.,
3Si offers a wide array of systems integration services, including Internet
security and Internet-based customer support, business needs assessments,
hardware sales, maintenance and support, and technical consulting, training
and education. Larry Valdez, Fred Slack and Frank Backes, all formerly with
Digital Equipment Company, bought 3Si from its original owners in August,
1993. Since 1993, 3Si has grown from sales of approximately $9 million and 27
employees to sales of approximately $29 million and 123 employees in 1998.
3Si is headquartered in Denver, Colorado and has sales offices in Colorado
Springs, Colorado; Albuquerque, New Mexico; and, Raleigh, North Carolina. The
Raleigh office directly supports 3Si's technical consulting contract with the
U.S. Postal Service while the Albuquerque office directly supports 3Si's
Equipment and Services Schedule Contract (ESS Contract) with the State of New
Mexico.
During the fiscal year ended June 30, 1998 (FY1998), 3Si completed research
and development on its first two proprietary software products - a contact
management database program and a help desk management and call avoidance
system (called "KEWi"). Both programs operate via the Internet. The Company
completed technological feasibility of the contact management database program
in November 1997 and the help desk management system in January 1998. 3Si
expensed approximately $70,000 in research and development costs relative to
the two products in FY1998 and capitalized approximately $239,000 as software
development costs relative to the two products as of June 30, 1998. The
Company will begin amortization of the software development costs of these
products when revenues commence in FY1999.
The KEWi product (standing for "Knowledge and Experience bringing you Wisdom
over the Internet") was introduced into the marketplace in July 1998.
2
<PAGE>
The Microcomputer Products and Software Development Industry
The microcomputer products industry including software development is one
characterized by significant change. Rapid advances in computer technology
have enabled manufacturers to offer substantially improved microcomputer
products, with new and easier to use software applications. As a result of
the improved technology and the improvements made in ease of use of the
applications of this technology, the number of consumer and small business
users of microcomputer products has increased substantially in recent years.
Another significant factor in the increased usage of these products is the
reduction in price of microcomputer hardware and software.
These trends have also resulted in rapid growth in the microcomputer product
industry. In addition to sales by traditional microcomputer retailers,
microcomputers and related products are now sold by mass merchandisers, hard
good specialty retailers, national mail order houses, general office equipment
retailers and superstore-type microcomputer retailers. The decline in prices
for microcomputer hardware products offered to the end user and the increased
competition of the microcomputer reseller industry has created extreme price
pressures for microcomputer resellers.
As a result, the Company views the microcomputer products industry as evolving
and changing rapidly, with ongoing consolidation and realignment. The Company
believes that this presents opportunities, as well as challenges. The Company
believes that the market for microcomputer products including software and
services will continue to grow. The Company's belief in this trend is based
upon its experience with its own customers as well as general industry
studies.
Competition
The Company competes with numerous other companies offering many of the same
services. Competition is based upon factors such as the existence of personal
relationships with clients, price, service and reputation. Some of the
Company's competitors are larger, have greater resources and are more
established than the Company, especially as systems integrators and software
developers. The Company is not able at this time to accurately evaluate its
competitive position in the industry. There is no assurance that the Company
will be able to compete successfully in the future.
USPS Sub-Contract
In April 1996, 3Si entered into a sub-contract agreement to provide
information systems support to the U.S. Postal Service. Revenues for the year
ended June 30, 1998 were approximately $5.5 million which constituted greater
than 10% of the total revenues of the Company for the period. The Company
estimates continuing revenue from this sub-contract agreement to be
approximately $5 million per year for the next three years ending March 31,
2001, (which includes anticipated renewals). While the Company does not
anticipate early termination of the sub-contract, or not obtaining the annual
renewals when due pursuant to the sub-contract, loss of the contract would
have a materially adverse impact on the Company.
Seasonality
The Company experiences a seasonal peak during the fourth calendar quarter
during which over 30% of 3Si's annual sales typically will occur.
Personnel
At June 30, 1998, the Company had 123 employees.
3
<PAGE>
Item 2. Description of Properties.
3Si currently rents its headquarters in Englewood, Colorado in a stand-alone
office building of approximately 16,000 sq. ft. pursuant to a 6-year
operating lease expiring in 2001. 3Si also maintains sales offices in
Colorado Springs, Colorado (leased through July 1999), Albuquerque, New Mexico
(leased, expiring November 1998), and Raleigh, North Carolina (subleased
month-to-month). The Company closed its St. Louis operations in April
1998(maintained by an independent sales representative). The Company believes
its has adequate facilities for the present level of business and does not
anticipate significant acquisitions of property, or facilities during the
remainder of FY1999.
Item 3. Legal Proceedings.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of shareholders on June 18, 1998. The
shareholders were requested to vote on the following matters in person or via
timely filed proxy statements and ballots:
<TABLE>
<S> <C> <C> <C>
For Against Abstain
1. Ratification of the Company's 1998
Stock Option Plan 29,788,862 161,953 30,714
2. Election of Directors:
Frederick J. Slack 29,942,784 38,745 -
Frank W. Backes 29,972,784 38,745 -
Felipe Larry Valdez 29,942,784 38,745 -
Tom N. Richardson 29,942,684 38,845 -
Doris K. Backus 29,961,784 19,745 -
3. Change in the Company's legal name from
Tyrex Oil Company to 3Si Holdings, Inc. 29,928,762 25,044 27,723
4. Ratification of appointment of Balogh &
Tjornehoj, LLP as the Company's auditors 29,890,578 7,642 83,309
</TABLE>
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
Market Information
The following table shows the high and low bid prices of the Common Stock of
3SiH (formerly, Tyrex) for each calendar quarter for the periods indicated.
Such quotations represent prices between dealers and do not include retail
markup, markdown or commissions; hence, they may not represent actual
transactions.
<TABLE>
<S> <C> <C>
Low High
Fiscal 1997
September 30, 1996 $.16 $.25
December 31, 1996 .16 .28
March 31, 1997 .19 .28
June 30, 1997 .19 .31
Fiscal 1998
September 30, 1997 $.12 $.32
December 31, 1997 .08 .25
March 31, 1998 .17 .25
June 30, 1998 .31 .42
</TABLE>
The Company's stock is traded on the over-the-counter electronic bulletin
board.
At September 15, 1998, there were approximately 1,800 holders of record of
3SiH's common stock.
4
<PAGE>
Dividends
No cash dividends have been paid on 3SiH's (formerly, Tyrex's) common stock
and the Company does not anticipate paying any cash dividends on common stock
in the foreseeable future.
Item 6. Selected Financial Data
On May 28, 1997, Tyrex (now 3SiH) acquired 100% of the common stock of 3Si in
a reverse triangular merger accounted for as a purchase. Under the terms of
the merger, 3Si is a wholly owned subsidiary of 3SiH. The merger is accounted
for financial statement purposes as a purchase of Tyrex by 3Si, since the
merger resulted in 83.1% of the now outstanding common stock of Tyrex being
issued to the 3Si stockholders. The financial information for the period
ended June 30, 1997 contains the results of operations of 3Si for the six
months ended June 30, 1997, and the results of operations for Tyrex from the
date of acquisition (May 28, 1997) through June 30, 1997. The financial
information for the years prior to January 1, 1997 include the results of
operations for 3Si only.
(Amounts in Thousands except Per Share Data)
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Six
Year Year Months Year Year Year
Ended Ended Ended Ended Ended Ended
June 30, June 30, June 30, Dec 31 Dec 31, Dec 31,
1998 1997 1997 1996 1995 1994
(unaudited)
Net sales $29,385 20,263 9,977 19,007 21,774 17,504
Income(loss) from
operations $211 (306) (190) 3 (109) 349
Net income (loss)
from continuing
operations $169 (499) (275) (195) (178) 367
Discontinued
operations - 201 201 - - -
Net income (loss) $169 (298) (74) (195) (178) 367
Per Common Share:
From continuing
operations $.00 (.04 ) (.04) (651) (593) 1,223
From discontinued
operations $.00 .03 .03 - - -
Net income (loss) per
common share $.00 (.01) (.01) (651) (593) 1,223
At year end:
Total assets $8,177 7,264 7,264 5,350 5,222 3,123
Long-term
obligations $143 65 65 76 99 -
Working capital
(deficit) $(199) 1,767 1,767 (168) 167 721
Stockholders'
equity $1,088 2,709 2,709 142 433 826
</TABLE>
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
Financial Condition
With its revolving line of credit facility, the Company believes it has the
financial resources to meet the Company's financial needs for its operations
during the next 12 months. The Company will require additional capital
whether in the form of subordinated debt or equity to satisfy its current
lender's financial ratio covenants as well as permit marketing of its new
proprietary products into the Internet marketplace.
As of June 30, 1998, the Company had a working capital deficit of
approximately $199,000 and negative cash flows from operating activities of
approximately $253,000 for FY1998. While the Company believes that it can
5
<PAGE>
manage cash flows and working capital using its revolving line of credit, if
for any reason the lender elected to not continue the line, such action would
have a significant adverse impact to the Company.
As of September 30, 1997, the Company replaced its note payable with a bank
with an revolving line of credit facility with another financial institution.
The new revolving line of credit is at the prime rate of interest and permits
the Company to borrow up to $5 million based on 85% of the Company's eligible
accounts receivable balance and inventory computed under the terms of the
agreement. The line is collateralized by substantially all of the assets of
the Company. The Company is currently not in compliance with certain of its
financial ratio covenants with the lender. The lender has neither waived its
right nor taken any action relative to the line at this time. If the lender
were to not continue the line, such action would have a significant adverse
impact to the Company.
As further discussed in the financial statements, on October 27, 1997, the
Company commenced its self-tender offer for up to 6,000,000 shares of its
common stock (exclusive of shares issued in the 3Si merger) at a price of
$0.30 per share. The offer was made pursuant to a Statement filed under
Section 13e of the Securities Exchange Act of 1934 and Rule 13e-4 adopted
thereunder. The self-tender was completed December 23, 1997. The Company,
pursuant to the terms of the self-tender, paid $1,851,366 to acquire 6,005,626
shares (including fractional shares) into its treasury including offering
costs of $49,678. Subsequent to completion of the self-tender, the Company
has 33,861,798 shares outstanding and 6,050,626 shares in treasury of the
50,000,000 shares authorized of its $.01 par value common stock.
The Company anticipates undertaking either a private or public offering to
raise equity capital in the near future. Any issuance of additional securities
may have a dilutive effect to the existing shareholders of the Company. There
is also no assurance that the Company will be able to raise additional equity
capital that it may require to fully implement its business plan.
Results of Operations
Year ended June 30, 1998 Compared to Year Ended June 30, 1997
Overview
The year ended June 30, 1998 was the first full year of operations of 3SiH
(formerly, Tyrex Oil Company) subsequent to the May 28, 1997 merger of Tyrex
and 3Si, Inc. (See below six months comparison.) The Company realized net
income of $169,140 for the year ended June 30, 1998 versus a net loss of
$297,816 for the year ended June 30, 1997. The Company's net income for
FY1998 is attributable primarily to the significant increase in sales between
the two years. The Company realized sales of approximately $29,385,000 in FY
1998 versus $20,263,000 in the comparable period the year before.
Additionally, the loss incurred in FY1997 is attributable primarily due to the
Company's investment in its Internet security startup business which began in
earnest in July 1996. The Internet security division lost approximately
$324,000 in FY1997. The Company reduced its Internet Security workforce in
May 1998 due to the continuing losses which the Internet Security division
produced. For the fiscal year ended June 30, 1998, the Internet Security
division had incurred losses of approximately $235,000. The services which had
been performed by the separate Internet Security division are now being
performed by various consultants employed by the Company or subcontracted when
necessary.
The Company also sold its field services division at June 30, 1998. The
division had produced losses of approximately $133,000 in the fiscal year
ended June 30, 1998. The Company sold the field services division to a
6
<PAGE>
reputable Denver organization specializing in the field services business for
$12,500 and a 15% royalty on services performed for that division's customers
over the 6 months following the sale. The Company has recognized a gain on
the sale of the field services division in other income for the fiscal year
ended June 30, 1998.
Status of Proprietary Software Development
During the fiscal year ended June 30, 1998, 3Si completed its research and
development on its first two proprietary software products - a contact
management database program and a help desk management and call avoidance
system (called "KEWi"). Both programs operate via the Internet. The Company
completed technological feasibility of the contact management database program
in November 1997 and the help desk management system in January 1998. 3Si
expensed approximately $70,000 in research and development costs relative to
the two products in FY1998 and capitalized approximately $239,000 as software
development costs relative to the two products as of June 30, 1998. The
Company will begin amortization of the software development costs of these
products when revenues commence in FY1999.
The KEWi product (standing for "Knowledge and Experience bringing you Wisdom
over the Internet") was introduced into the marketplace in June 1998.
Comparative Analysis
Sales increased approximately $9,122,000, or 45.0% from the previous year.
This change is primarily the result of increased product sales and the USPS
sub-contract. Product sales increased approximately $5,336,000 due to the
Company's implementation of its solution selling methodology and use of its
recently developed contact management software within its sales force. The
USPS sub-contract sales for the year increased approximately $2,190,000. The
balance of the increase was in the Company's services sector predominantly in
its integration services in relation to its product sales.
3Si's gross margin changed as a percentage of sales from 29.5% in FY1997 to
31.1% in FY1998. This change is primarily due to the addition of the USPS
sub-contract. The USPS sub-contract creates higher, consulting based, margins
(i.e. the compensation related to the delivery of the consulting sales is
included in selling and administrative expenses versus cost of goods sold).
Gross margin on hardware sales actually decreased from 13.4% in FY1997 to
11.5% in FY1998 reflecting continuing competitive pressures on hardware sales.
Selling and administrative expenses increased approximately $2,634,000, or
41.9% due primarily to the addition of the labor costs associated with the
USPS sub-contract. During FY1998, the Company incurred additional labor costs
of approximately $1,785,000 relative to the USPS sub-contract. Included in
selling and administrative expenses are also approximately $90,000 of research
and development expenses which were not in the FY1997 expenses, and
approximately $427,000 of increased commission expense produced by the
increased sales in FY1998. The balance of the increase in selling and
administrative expenses relates to increases in compensation for remaining
employees including officers and increases in infrastructure due to startup
and ultimate closure of the St. Louis sales office in April 1998.
The Company did realize increased interest income during FY1998 due to excess
cash balances resulting from the merger with Tyrex. Interest expense
increased as a result of increased use of the Company's revolving line of
credit to finance the growth in sales during the period. The excess cash
balances at Tyrex (now 3SiH) were not available for 3Si's use in paying down
the line of credit; instead held in Tyrex's Wyoming bank account for use in
the completion of the self-tender offer.
At June 30, 1998, the Company had 123 employees, including 77 servicing the
USPS sub-contract in Raleigh, NC versus having had 128 with 57 servicing the
USPS sub-contract at June 30, 1997.
7
<PAGE>
Six Months ended June 30, 1997 Compared to Six Months Ended June 30, 1996
Overview
The statements of operations and cash flows for the six months ended June 30,
1997, include the results of operations and cash flows for 3Si for the six
months ended June 30, 1997 and the 33 days from May 28, 1997 (the date of the
acquisition) to June 30, 1997 for Tyrex (now 3SiH). Due to the nature of
Tyrex's operations during the 33 days ended June 30, 1997 (i.e. completing the
sales of its oil and gas properties and discontinuing its oil and gas
operations) the results of Tyrex's operations are disclosed as "discontinued
operations".
Tyrex realized a gain on its final disposition of oil and gas properties of
$536,700 in the 33 day period ended June 30, 1997. Included in Tyrex's gain
from discontinued operations for the 33 day period ended June 30, 1997 were
costs attributable to the acquisition of approximately $190,000 and severance
costs relating to Tyrex's remaining employees of approximately $117,000
including accrued payroll taxes. As of June 30, 1997, Tyrex had three full-
time employees. No discontinued operations are included in the December 31,
1996 and 1995 financial statements which reflect only the operations of 3Si.
3Si realized a net loss from continuing operations of $275,198 during the six
months ended June 30, 1997. This loss is attributable primarily to 3Si's
continued investment in its Internet security startup business and reduced
hardware sales. The Internet security division lost $150,180 during the first
six months of 1997, attributable to its startup nature whereby revenues
generated by the Internet security division did not yet cover expenses.
Comparative Analysis
Sales were approximately $9,977,000 during the six months ended June 30, 1997.
Total sales were up from the same period in the previous year by approximately
$1,255,000 or 14.4%. This change is primarily the result of the United States
Postal Service ("USPS") sub-contract which did not begin until May 1996; and,
a decline in hardware sales between periods. The USPS sub-contract sales for
the first six months of 1997 and 1996 were approximately $1,970,000 and
$367,000, respectively, accounting for an increase of approximately
$1,603,000. The decline in hardware sales, which was approximately $348,000
was directly attributable to the three 3Si co-owners' attention in merger and
financing activities. The co-owners' involvement was diverted from usual
sales activities causing the lower hardware sales during the first six months
of 1997 versus the first six months of 1996.
The Company's gross margin changed as a percentage of sales from 25.7% in 1996
to 31.9% in 1997. These changes primarily result from the addition of the
USPS contract and the Internet security business which create higher,
consulting based, margins (i.e. the compensation related to the delivery of
the consulting sales is included in selling and administrative expenses versus
cost of goods sold). Gross margin increased approximately $1,105,000 due to
the addition of the USPS sub-contract and the Internet security business
slightly offset by lower hardware sales as discussed above.
Selling and administrative expenses increased approximately $1,415,000, or
72.3% due primarily to the addition of the labor costs associated with the
USPS sub-contract. During the first six months of 1997, the Company incurred
additional labor costs of approximately $1,284,000 relative to the USPS sub-
contract. Included in selling and administrative expenses for the six months
ended June 30, 1997 are also approximately $251,000 of expenses related to the
Internet security business which had not existed until July 1996. These
increases in costs were slightly offset by savings in other expenses due to
cost containment and expense reduction in other areas.
At June 30, 1997, the Company had 128 employees, including 57 servicing the
USPS sub-contract in Raleigh, NC and 3 in Wyoming versus having had 84 in
total at June 30, 1996 including 29 servicing the USPS sub-contract.
8
<PAGE>
Year Ended December 31, 1996 versus December 31, 1995
Overview
3Si realized a net loss of $195,315 for the year ended December 31, 1996
versus a net loss of $177,977 for the year ended December 31, 1995. The loss
incurred in 1996 is attributable primarily due to the Company's investment in
its Internet security startup business which began in earnest in July 1996.
The Internet security division lost $174,009 during the second half of 1996,
attributable to its startup nature.
Comparative Analysis
Sales decreased approximately $2,777,000, or 12.7% from the previous year.
This change is primarily the result of the USPS sub-contract which did not
begin until May 1996; and, a decline in hardware sales between periods. The
USPS sub-contract sales for the year were approximately $1,757,000 and
hardware sales declined approximately $4,534,000. Hardware sales declined as
the Company focused on higher margin consulting sales like the USPS sub-
contract and higher margin hardware sales.
3Si's gross margin changed as a percentage of sales from 17.3% in 1995 to
25.7% in 1996. These changes primarily result due to the addition of the USPS
sub-contract and higher margin hardware sales. The USPS sub-contract creates
higher, consulting based, margins (i.e. the compensation related to the
delivery of the consulting sales is included in selling and administrative
expenses versus cost of goods sold). Gross margin on hardware sales increased
from 14.6% in 1995 to 15.4% in 1996 as the Company focused on proposing on
higher margin sales as part of its strategy to return to long-term
profitability.
Selling and administrative expenses increased approximately $986,000, or 25.4%
due primarily to the addition of the labor costs associated with the USPS
contract. During 1996, the Company incurred additional labor costs of
approximately $1,176,000 relative to the USPS sub-contract which is slightly
offset by savings in other expenses due to cost containment and reduction in
other areas. Included in selling and administrative expenses are also
approximately $204,000 of expenses relative to the Internet security business.
At December 31, 1996, the Company had 102 employees, including 43 servicing
the USPS sub-contract in Raleigh, NC versus having had 62 at December 31,
1995.
Year 2000 Remediation Plan
The Company is in the process of installing a new accounting/management
information system which will ensure Year 2000 compliance for 3SiH. The
Company has incurred approximately $100,000 in installation and implementation
costs relative to this new system as of June 30, 1998. The system is
anticipated to be complete and functional prior to December 1998.
Item 7A. Quantitative and Qualitative Disclosure About Market Risk.
Not applicable.
Item 8. Financial Statements or Supplemental Data.
See Item 14 for an Index to Financial Statements.
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.
On June 15, 1998, the Company was informed that its independent accountants,
John M. Hanson & Company, P.C. ("Hanson") was resigning the engagement due to
Hanson's decision to, as a firm, cease performing SEC engagements. As such, on
9
<PAGE>
June 17, 1998 the Company selected the firm of Balogh & Tjornehoj, LLP to
perform the audit of the Company's financial statements for the year ended
June 30, 1998. The decision to change accountants was approved by the Board
of Directors and the Audit Committee of the Company. The change was reported
on two separate Form 8-K's dated June 15, 1998 (termination of Hanson) and
June 17, 1998 (the selection of Balogh & Tjornehoj, LLP) to which reference is
made for further information.
The audit reports of Hanson on the financial statements of 3SiH (formerly,
Tyrex) as of June 30, 1997, December 31, 1997 and 1996 and for the six months
ended June 30, 1997 and each of the years in the two year period ended
December 31, 1997, did not contain an adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope or
accounting principles. In connection with the audits performed by John M.
Hanson & Company, there were no disagreements with Hanson on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Hanson, would have caused Hanson to make a reference to the
subject matter of the disagreements in connection with its audit reports.
PART III
Item 10. Directors and Executive Officers of the Registrant.
The following persons serve as directors and executive officers of the
Registrant as of September 15, 1998. Pursuant to the Agreement and Plan of
Reorganization and Transition Agreement under which Tyrex acquired 3Si, three
of the Tyrex (now 3SiH) directors resigned from the board upon completion of
the self-tender offer contemplated under the Agreement.
Officers serve at the discretion of the Board of Directors and are elected
annually by the Board of Directors. All directors hold their offices until
the next annual meeting of the shareholders of the Company and until their
successors are elected.
<TABLE>
<S> <C> <C> <C>
Name Position With Company Director Since Officer Since
F. Larry Valdez Chairman, Treasurer
Director, and Chief
Operating Officer 5/28/97 1/22/98
Frederick J. Slack President, Chief
Executive Officer and
Director 5/28/97 1/22/98
Frank W. Backes Vice President and 5/28/97 1/22/98
Director
Tom N. Richardson Director 7/10/86 n/a
Doris K. Backus Secretary and Director 12/5/91 12/5/91
Paul F. Kaufhold Assistant Secretary and
Chief Financial Officer n/a 1/22/98
</TABLE>
Mr. John D. Traut, Mr. William P. Gruman, and Mr. Morris R. Massey resigned as
directors on December 31, 1997 which was subsequent to the Company's
completion of its self-tender offer as contemplated in the Transition
Agreement.
10
<PAGE>
Tom N. Richardson, 48. Mr. Richardson graduated from the University of
Wyoming in 1972 with a B.S. degree in Business Administration. From 1976 to
1980, he worked as a Landman and Contracts Supervisor for Gulf Oil Corporation
in Casper, Wyoming. In 1980, he joined the Company as Manager of Land. He was
elected President and Chief Financial Officer of the Company in March 1994.
He is a Certified Professional Landman, a member of the Wyoming Association of
Professional Landmen and a member of the American Association of Professional
Landmen. Mr. Richardson has been a member of the Board of Directors of Tyrex
(now 3SiH) since July 10, 1986. On December 31, 1997, Mr. Richardson tendered
his resignation as an office of the Company but remains a member of the Board
of Directors. He is currently an independent oil producer.
Doris K. Backus, 44. Ms. Backus graduated from the National College of
Business in 1974 with an Associate's Degree as a legal secretary. She has
over 20 years experience in various areas of the oil and gas business and has
been employed by the Company since 1983. Ms. Backus has been a member of the
Board of Directors of Tyrex (now 3SiH) since December 5, 1991. Ms. Backus is
currently the Secretary of the Company and remains as a member of the Board of
Directors. She currently owns and operates her own candy distribution
company, Sweets & Treats.
The following three individuals were named to their positions by the acting
Board of Directors on January 22, 1998 pursuant to the terms of the Transition
Agreement. These same individuals were nominated by the Board of Directors
and elected by the shareholders to the 3SiH Board of Directors at the Annual
Meeting of Shareholders held on June 18, 1998.
Felipe L. Valdez, 45, Chairman, Chief Operating Officer and Director. Mr.
Valdez has served as Chief Operating Officer of 3Si since he co-purchased 3Si
in August 1993. Previously, Mr. Valdez spent 17 years with Digital Equipment
Corporation. As a Digital Equipment Corporation manager, located in Colorado
Springs, Mr. Valdez was responsible for certain operations within Digital
Equipment Corporation's Customer Service Center. Mr. Valdez has spent his
career focused on providing customer care services, including helpdesk, field
service and support services. Mr. Valdez obtained Bachelor and Masters Degrees
in Business Administration while employed full-time. In 1997, Mr. Valdez was
selected by the University of Phoenix as a faculty member in its Organization
Behavior studies program where he teaches Organization Communications courses.
Frederick J. Slack, 43, Chief Executive Officer, President and Director. Mr.
Slack has served as Co-Owner and Chief Executive Officer of 3Si since August
1993 Additionally, Mr. Slack is responsible for business and executive
relationships. Previously, Mr. Slack was with Digital Equipment Corporation,
where he spent 9 years as a senior account manager for datacenter contracts,
and as a senior sales executive specializing in high availability command
centers. He also was program manager for a number of government
implementations while at Digital. Mr. Slack holds a bachelors degree in
Education.
Frank W. Backes, 37, Vice President and Director. Mr. Backes has served as
Co-Owner and Director of Technology of 3Si since August 1993. Mr. Backes
started his career working for Science Applications International Corporation
designing Command and Control systems for the Department of Defense. Mr.
Backes' accomplishments in the field of Command and Control systems include:
research and successful development of client-server based systems in 1987,
dynamic user interface designs in 1988 using Ada and PHIGS, implementing 3D
graphics for display of command center information in 1989, trained and worked
in combat position as an orbital analyst in the Space Surveillance Center at
NORAD, designed and implemented several command centers pushing the
development of state of the art high availability techniques. In 1989 Mr.
Backes went to work for Digital Equipment Corporation as a computer industry
analyst. Continuing on the path of pushing computer and networking technology
to its limits Mr. Backes began applying his expertise to commercial business
systems. Mr. Backes holds an electrical engineering degree in Semiconductor
Physics.
11
<PAGE>
Paul F. Kaufhold, Chief Financial Officer, 41. Mr. Kaufhold has served as
Controller for 3Si since January 1996 and was promoted to Chief Financial
Officer in December 1997. Prior to working at 3Si, Mr. Kaufhold served as
Chief Financial Officer of CWE, Inc., a regional computer reseller
headquartered in Denver, Colorado. Prior to his employment at CWE, Mr.
Kaufhold was employed by KPMG Peat Marwick and served as a Senior Manager from
July 1986 until he joined CWE. Mr. Kaufhold is a licensed certified public
accountant in Colorado. Mr. Kaufhold received a B.S.B.A degree from Ohio
State University ion 1979 and an MBA degree from the University of Wisconsin-
Madison in 1980.
No family relationship exists between or among any of the directors and
officers of the Company. Except as disclosed above, none of the directors are
directors of any other company having a class of equity securities registered
under or required to file periodic reports pursuant to the Securities and
Exchange Act of 1934, as amended, or any company registered as an investment
company under the Investment Company Act of 1940, as amended.
Item 11. Executive Compensation.
Compensation of Executive Officers
The following table sets forth all cash compensation paid by Tyrex or 3Si to
each executive officer for each of the years indicated.
SUMMARY COMPENSATION TABLE
Long-term compensation
Annual compensation Other Awards Payout All
Name and Annual Restricted Opts Other
principal position Year Salary($) Bonus Comp(1) Stock Awards/SARs LTIP Comp
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> (1)(2)
Tyrex Oil Company:
Tom N. Richardson
President 1998 $52,500 - - - - - -
1997 52,500 - - - - - -
1996 52,500 - - $7,813 - - -
3SiH or 3Si:
Frederick J. Slack
Chief Executive 1998 $110,000 - - - - - -
Officer 1997 37,500 - - - - - 13,279
1996 68,000 - - - - - 31,871
1995 68,000 - - - - - 71,518
Frank W. Backes 1998 $110,000 - - - - - -
Vice-President 1997 37,500 - - - - - 13,279
1996 68,000 - - - - - 31,871
1995 68,000 - - - - - 71,518
Felipe L. Valdez 1998 $110,000 - - - - - -
Chief Operating 1997 37,500 - - - - - 13,279
Officer 1996 68,000 - - - - - 31,871
1995 68,000 - - - - - 71,518
</TABLE>
(1) Perquisites and other personal benefits or property did not, in aggregate,
exceed $50,000 or 10% of the total compensation.
(2) 3Si was a subchapter S corporation prior to its acquisition by Tyrex.
Amounts indicated are distributions to the three officers of 3Si named
above, made to them in their capacities as shareholders.
12
<PAGE>
Aggregated Options/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
Value of Unexer
Shares Unexercised In-the Money Opt
Acquired on Value Options at FY End(#) At FY End ($)
Name Exercise Realized Exer/Unexer Exer/Unexer
(1)
<TABLE>
<S> <C> <C> <C> <C>
Tom N. Richardson 160,000 $25,600 - -
William P. Gruman 160,000 $25,600 - -
Doris K. Backus 49,000 $7,840 - -
</TABLE>
1 Value realized is calculated based on the difference between the exercise
price of $.14 per share and the price paid for the shares as part of the self
-tender at $.30 per share.
Employment Agreements
Concurrent with the merger of Tyrex (now 3SiH) and 3Si, the Company entered
into separate employment agreements with each of the co-owners of 3Si - Fred
Slack, Frank Backes and Larry Valdez. Pursuant to the agreements, the Company
compensated each of the individuals $110,000 in fiscal 1998. The individuals
are eligible for increases in their annual compensation subject to the
profitability of the Company. The agreements expire May 31, 2000 unless
terminated for cause by 3Si or early termination by the individual with 90
days written notice.
Option/SAR Grants Table
There were no stock options granted to officers during the fiscal year ended
June 30, 1998.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
The following table sets forth the ownership of common stock by each officer
and director of the Company and by all officers and directors as a group.
<TABLE>
<S> <C> <C>
Name and address Shares Beneficially
of beneficial owner owned (1) Percent
Frederick J. Slack
6886 S. Yosemite Street
Englewood, Colorado 80112 9,387,777 27.7%
Frank W. Backes
6886 S. Yosemite Street
Englewood, Colorado 80112 9,387,777 27.7%
Felipe L. Valdez
6886 S. Yosemite Street
Englewood, Colorado 80112 9,387,779 27.7%
Tom N. Richardson
777 N. Overland Trail, Ste. 101
Casper, Wyoming 82601 188,721 <1.0%
Doris K. Backus
777 N. Overland Trail, Ste. 101
Casper, Wyoming 82601 53,570 <1.0%
Paul F. Kaufhold
6886 S. Yosemite Street
Englewood, Colorado 80112 50,000 <1.0%
All Officers and Directors
as a Group 28,455,624 84.0%
</TABLE>
(1) Beneficial ownership results in each case from the possession of sole or
shared voting and investment power with respect to the shares.
13
<PAGE>
Item 13. Certain Relationships and Related Transactions.
The Company rented its Wyoming office space from a partnership of which Mr.
Traut is one of four general partners. The Company paid approximately $1,000
per month on a month-to-month basis until the lease was terminated in December
1997.
In June 1997, the Company accrued termination compensation to Mr. Richardson
and Ms. Backus of $61,081 and $34,941 including accrued payroll taxes,
respectively. Mr. Richardson continued to serve the Company as President
until the self-tender offer was complete pursuant to the terms of the
Transition Agreement. Mr. Richardson terminated his employment with the
Company and as an officer of 3SiH in December 1997. Ms. Backus terminated her
employment with the Company in December 1997.
Other than as set forth herein, no officer, director or principal shareholder
of 3SiH (formerly, Tyrex) or 3Si has or proposes to have any direct or
indirect material interest by security holdings, contracts or otherwise in the
Company or in any assets proposed to be acquired by the Company or in any
purchase, the value of which will be affected by the operations of the
Company.
PART IV
Item 14.Exhibits, Financial Statement Schedules
and Reports on Form 8-K.
(1) Financial Statements.
The Company is currently completing the financial statements and associated
schedules to be filed as part of its Form 10-K for the fiscal year ended June
30, 1998. The financial statements and associated schedules will be filed
within 120 days subsequent to its fiscal year end being reported on this form.
(a) Exhibits.
3.1(a)Articles of Incorporation, as amended, filed as part of the Company's
Registration Statement on Form S-2 (file no. 2-68269), and incorporated
herein by this reference.
3.2 Bylaws, as amended, filed as part of the Company's Registration
Statement on Form S-2 (file no. 2-68269), and incorporated herein by
this reference.
97.21 Subsidiaries of the Registrant.
(b) Reports on Form 8-K.
(1) The Company filed a Form 8-K reporting the resignation of John M.
Hanson & Company as the Company's independent auditors on June 15, 1998.
(2) The Company filed a Form 8-K reporting the selection of Balogh &
Tjornehoj, LLP as the Company's independent auditors on June 17, 1998.
14
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
3Si Holdings, Inc.
(formerly, Tyrex Oil Company)
By: /s/ Frederick J. Slack
Frederick J. Slack,
Chief Executive Officer
By: /s/ Paul F. Kaufhold
Paul F. Kaufhold,
Chief Financial Officer
Date: September 28, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Date: September 28, 1998 By: /s/ Tom N. Richardson
Tom N. Richardson, Director
Date: September 28, 1998 By: /s/ Doris K. Backus
Doris K. Backus, Secretary and
Director
Date: September 28, 1998 By: /s/ Frederick J. Slack
Frederick J. Slack, Director
Date: September 28, 1998 By: /s/ Felipe L. Valdez
Felipe L. Valdez, Director
Date: September 28, 1998 By: /s/ Frank W. Backes .
Frank W. Backes, Director
15
<PAGE>
Exhibit 21
Subsidiaries of the Registrant
The Registrant has one subsidiary, 3Si, Inc., a corporation organized under
the laws of the State of Colorado.
