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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 March 31, 1996, or
Transition Report Pursuant to Section 13 or 15(d) of the Securities
--- Exchange Act of 1934
Commission File Number 0-8138
TRITON GROUP LTD.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0318116
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
550 West C Street, Suite 1880, San Diego, CA 92101
(Address and zip code of principal executive offices)
(619) 231-1818
(Registrant's telephone number, including area code)
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table provides certain information about the Company's
current Directors and Executive Officers:
Name Age Position
---- --- --------
Michael E. Cahr 56 Director, Member of Audit and
Compensation Committees
Richard R. Tartre 58 Director, Member of Audit and
Compensation Committees
Michael M. Earley 41 Director, President and Chief
Executive Officer
Mark G. Foletta 36 Director, Senior Vice
President, Chief Financial
Officer and Corporate
Secretary
MR. CAHR has been a Director since June 1993 and serves as President and
Chief Executive Officer of Allscrips Pharmaceuticals, Inc., a privately-owned
company engaged in the distribution of pharmaceutical products. He has served
in this position since June 1994. He has also served as Venture Group Manager
for Allstate Venture Capital, a division of Allstate Insurance Company between
1987 and June 1994. He is also a director of LifeCell Corporation, Optek
Technologies, Inc., and several privately owned companies.
MR. TARTRE has been a Director since June 1993 and is a consultant and
private investor. He served as President and Chief Executive Officer of Astra
Management Corp. from May 1995 to April 1996. He served as Managing Director of
Eden Financial Group from 1982 to May 1995. He also serves as a director of
Mission West Properties and Burnham Pacific Properties.
MR. EARLEY has served as the President and Chief Executive Officer of the
Company since February 1996 and as a Director since June 1993. Mr. Earley has
served as President and Chief Operating Officer (June 1995 to January 1996) and
Senior Vice President and Chief Financial Officer of the Company and Intermark,
Inc. (1991 to June 1994). He is also a director of Mission West Properties and
Ridgewood Properties, Inc.
MR. FOLETTA has been a Director since February 1996 and has served as
Senior Vice President and Chief Financial Officer since June 1994. He also
served as Vice President and Corporate Controller of the Company and Intermark,
Inc. from 1991 to June 1994 and has served as Corporate Secretary of the Company
since 1992. He is also a director of Mission West Properties.
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COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES AND EXCHANGE ACT OF 1934
Section 16(a) of the Securities and Exchange Act of 1934, as amended,
requires the Company's directors and executive officers and persons who own more
than 10% of a registered class of the Company's equity securities, to file with
the Securities and Exchange Commission and the American Stock Exchange initial
reports of ownership and reports of changes in ownership of Common Stock and
other equity securities of the Company. Officers, directors and greater than
10% stockholders are required by the regulations of the Securities and Exchange
Commission to furnish the Company with copies of all Section 16(a) forms they
file. To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, all Section 16(a) filing requirements applicable to the
Company's officers, directors and greater than 10% beneficial owners were
complied with by such persons during the fiscal year ended March 31, 1996.
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ITEM 11. EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table shows the cash compensation paid by the Company and its
subsidiaries as well as certain other compensation paid or accrued to each of
the Executive Officers of the Company in all capacities in which they serve.
The table reflects cash compensation for the years ended March 31, 1996 and
March 31, 1995 and the nine months ended March 31, 1994.
Effective January 2, 1996, the three Executive Officers of the Company were
terminated as employees. Pursuant to existing Employment Agreements, each
Executive received a severance payment equal to their annual salary. These
severance amounts are included in the "All Other Compensation" column in the
table below.
Since the termination, Messrs. Earley and Foletta have provided management
services to the Company on a consulting basis. Under this arrangement, the
Company is not providing any perquisites or typical employee-related benefits.
The Executives serve on a month-to-month basis and have no other contractual
relationship with the Company. The consulting payments after January 2, 1996
are included in the "Other Annual Compensation" column in the table below.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-term compensation
----------------------
Awards Payouts
------ -------
Other Number of All
Annual Compensation Annual Securities Other
------------------- Compen- Underlying Compen-
Salary Bonus sation Stock LTIP sation
Name and Position Year ($) ($) (4)($) Options Payouts (5)($)-
- ----------------- ----- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
John C. Stiska (1) 1996 304,554 330,000 62,829 0 0 784,389
1995 337,500 95,890 2,580 0 0 0
1994 225,000 45,000 3,038 600,000 0 0
Michael M. Earley, (2) 1996 181,201 330,000 57,453 0 0 485,633
President and Chief 1995 213,750 61,644 655 0 0 0
Executive Officer 1994 136,042 27,000 785 360,000 0 0
Mark G. Foletta, (3) 1996 125,410 250,000 46,375 0 0 325,756
Senior Vice President 1995 146,250 42,466 341 0 0 0
Chief Financial Officer 1994 90,000 18,000 378 240,000 0 0
and Corporate Secretary
</TABLE>
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(1) Mr. Stiska resigned his position as Chief Executive Officer and Chairman of
the Board of the Company effective February 1, 1996. Included in the Salary
amount is compensation Mr. Stiska received as a Director of the following
operating subsidiaries during the years ended March 31, 1996 and March 31, 1995
and the nine months ended March 31, 1994, respectively: Ridgewood Properties,
$10,700, $16,400 and $10,100; Mission West Properties, $9,000, $15,000 and
$11,250; and National Airmotive, $1,667, $12,500 and $5,000.
(2) Included in the salary amount is compensation Mr. Earley received as a
Director of the following operating subsidiaries during the years ended March
31, 1996 and March 31, 1995 and the nine months ended March 31, 1994,
respectively: Ridgewood Properties, $10,700, $16,400 and $10,000; Mission West
Properties, $9,000, $15,000 and $11,250; and National Airmotive, $1,667, $12,500
and $5,000.
(3) Included in the salary amount is compensation Mr. Foletta received as a
Director of Mission West Properties of $8,250 during the year ended March 31,
1996, $15,000 during the year ended March 31, 1995 and $11,250 for the nine
months ended March 31, 1994.
(4) The Company provided perquisites and other personal benefits to the
Executive Officers of the Company. Included in these amounts are payments
received for auto allowance, tax and estate planning and life insurance premiums
prior to the respective terminations on January 1, 1996. These amounts also
include consulting payments subsequent to January 2, 1996 to Messrs. Stiska,
Earley and Foletta of $15,000, $45,000 and $35,000, respectively. Additionally,
these amounts include payments of directors fees to Messrs. Earley and Foletta
as Directors of Triton, subsequent to their terminations.
(5) The Company completed a distribution to its stockholders on December 8,
1995 consisting of $1.57 in cash and .066 of a share of common stock of
Metromedia International Group, Inc. ("Metromedia") for each outstanding share
of common stock of the Company. Pursuant to forbearance agreements between the
Company and its Executive Officers, the Company distributed to Messrs. Stiska,
Earley and Foletta $434,389, $260,677 and $170,755, respectively, in cash and
market value of Metromedia common stock, in exchange for their forbearing to
exercise outstanding stock options. These amounts distributed represent the
value of the distribution to stockholders per each share of Company common
stock, in excess of the $2.00 per share exercise price of the stock options
prior to the distribution. Additionally, these amounts include the severance
payments to Messrs. Stiska, Earley and Foletta of $350,000, $225,000 and
$155,000, respectively, pursuant to the terms of their respective employment
agreements with the Company which were terminated effective January 2, 1996.
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STOCK OPTIONS
As mentioned above, on December 8, 1995, the Company completed a special
distribution of $1.57 in cash and .066 of a share of common stock of Metromedia
for each outstanding share of common stock of the Company to shareholders of
record on November 17, 1995. All of the stock options previously granted to the
Executive Officers provided for a reduction in the exercise price to the extent
cash dividends or other distributions are made to existing holders of the common
stock of the Company. As a result of the special distribution discussed above,
the exercise price for all of these stock options was reduced to the par value
of the common shares to be issued or $.0001 per share. Additionally, the
Company entered into agreements with the option holders whereby the option
holders participated in the special distribution to the extent that the value
of the distribution exceeded the $2.00 per share exercise price. Each of the
named Executive Officers exercised all of their stock options during the year
ended March 31, 1996 and there are no unexercised stock options for the named
Executive Officers at March 31, 1996.
The following table sets forth information with respect to the named
Executive Officers concerning the number of securities underlying exercised
options during fiscal year 1996.
AGGREGATED OPTION/SAR EXERCISED IN LAST FISCAL YEAR
AND FY-END OPTIONS/SAR VALUES
Number of
Securities
Underlying Unexercised
Shares Value Unexercised in-the-Money
Acquired on Realized Options at Fiscal Options at Fiscal
Name Exercise ($) Year End Year End
- ---- ---------- -------- ----------------- -----------------
John C Stiska 600,000 262,440 -0- -0-
Michael M. Earley 360,000 134,964 -0- -0-
Mark G. Foletta 240,000 89,976 -0- -0-
At March 31, 1996, there were no outstanding stock options for the
Executive Officers.
PENSION PLANS
Intermark, Inc., Triton's predecessor, had a Pension Plan for its officers
and employees (the "Pension Plan"). The assets of the Pension Plan were held in
a trust for the Officers and employees, and former Officers and employees, and
Intermark made contributions into the trust on an actuarial basis. The Pension
Plan provided for fixed benefits in the event of retirement after a specified
number of years of service. To have been eligible to accrue benefits under the
Pension Plan, an employee was required to (i) have attained age 21, (ii) have
completed one full year of continuous service with Intermark, and (iii) have
been
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hired before age 60. Estimated annual benefits upon retirement under the
Pension Plan equaled 50% of the employee's "final average earnings" which was
defined as the average of the employee's annual earnings for the five highest
consecutive years of the last ten calendar years preceding his or her normal
retirement date, exclusive of any bonuses and expense reimbursement, less 75% of
the employee's estimated annual Social Security Benefit.
Benefit accrual under the Pension Plan was curtailed as of April 3, 1993.
As a result, the annual benefits payable under the Pension Plan were determined
in accordance with the previous paragraph computing "final average earnings"
using earnings for the period prior to the curtailment date. Triton made
contributions to the Pension Plan in order to fund benefits already accrued
thereunder. In October 1994, Triton purchased annuities from a third-party
insurance company to provide benefits to each participant of the Pension Plan.
DIRECTOR'S COMPENSATION
In 1996, each director of the Company who was not employed by the Company
received a monthly retainer of $1,000, plus $1,500 for each meeting of the Board
of Directors which he attended in person and $500 for each meeting of the Board
of Directors in which he participated by conference telephone call.
Additionally, Messrs. Cahr and Tartre each received a $40,000 bonus in January
1996 following the Company's special distribution to its stockholders discussed
above. Directors are also reimbursed for their expenses in attending meetings
and engaging in other business activities for the Company.
Directors who are not employees of the Company also held options to
purchase shares of the Company's Common Stock pursuant to the 1993 Directors'
Stock Option Plan (the "Director Plan") which provided that:
(1) Each non-employee Director of the Company who was first elected
or appointed a Director on or before September 8, 1993 was granted an
option to purchase 75,000 shares of Common Stock at an exercise price of
$2.00. Options granted under the Director Plan are fully exercisable on or
after the date of grant.
(2) Each participating Director who is first elected or appointed a
Director subsequent to September 8, 1993 shall be granted an option for no
fewer than 50,000 shares and no more than 75,000 shares, the specific
number of such shares to be recommended by a committee of disinterested
Directors, and ratified by the entire Board of Directors.
As discussed in "Stock Options" under Executive Compensation, the exercise
price of the Director options was adjusted as a result of the special
distribution completed in December 1995. Each Director elected to exercise his
stock options during the year ended March 31, 1996, except for 28,000 options
for one of the Directors which are held for the benefit of his divorced spouse.
Options granted under the Director Plan have a term of five years, and the
Director Plan itself terminates on July 15, 2003.
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POST EMPLOYMENT AGREEMENTS
The Company was a party to Post Employment Agreements with each of its
Executive Officers. Each agreement provided for certain severance payments to
the Officer upon termination of employment other than for cause, or upon
resignation following a reduction in salary or benefits not shared with all
other employees of the Company or pursuant to the Company's standard retirement
policy, a reduction in corporate title, or a relocation of the officer's place
of work greater than 50 miles from the Company's current headquarters (each a
Qualifying Termination). On March 22, 1995, the Board of Directors of the
Company authorized an amendment to each of the Post Employment Agreements
between the Company and its Executive Officers to provide that a change in
control of the Company constituted a Qualifying Termination event for purposes
of the Post Employment Agreements.
Under the Post Employment Agreements, the Company would be obligated to
make severance payments in cash within 30 days from the date of occurrence of a
Qualifying Termination in an amount equal to the Executive's annual base salary
immediately prior to the Qualifying Termination. Any options to purchase the
Company's stock held by the officer at the time of termination would be
exercisable in accordance with the terms of the stock option agreements. Post
Employment Agreements did not provide for continued employment with the Company
upon termination.
Effective January 2, 1996, the Executive Officers of the Company were
terminated as employees of Triton. Two of the three individuals are continuing
to provide services on a consulting basis to the Company. In connection with
their termination, the Executives were paid in accordance with the Post
Employment Agreements.
INDEMNIFICATION AGREEMENTS
The Company entered into indemnification agreements (the "Indemnification
Agreements") with each person who was an Officer or Director of the Company in
October 1993. The Indemnification Agreements provide for indemnification of
Directors and Officers to the fullest extent authorized or permitted by Delaware
law. The Indemnification Agreements also provide for (i) advancement by the
Company of expenses incurred by the Director or Officer in defending certain
litigation, (ii) the appointment of an independent legal counsel to determine
whether the Director or Officer is entitled to indemnity after a change in
control, and (iii) the continued maintenance by the Company of the directors'
and officers' liability insurance currently in effect ($1 million of primary
coverage).
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the shares of Common Stock as of July 23, 1996 by (i) each of the
Company's Executive Officers and Directors, (ii) the Company's Executive
Officers and Directors as a group, and (iii) all other stockholders known by the
Company to beneficially own more than five percent of the Common Stock. Unless
otherwise indicated in footnotes, each such individual has sole voting and
investment power with respect to the shares set forth in the table. Unless
otherwise indicated, the address for each of the stockholders listed below is
c/o Triton Group Ltd., 550 West "C" Street, Suite 1880, San Diego, CA 92101.
Amount and Nature Percent
of Beneficial Beneficially
Name and address Ownership Owned (1)
- ---------------- --------- ---------
Morgens Waterfall 2,649,083 (2) 12.35%
610 Fifth Avenue
Rockefeller Center
New York, NY 10020
The Lindner Fund, Inc. 2,588,200 (3) 12.07%
7711 Carondelet, #700
St. Louis, MO 63105
Federated Investors 1,497,942 (4) 6.98%
1000 Liberty Street-26th Street
Federated Investors Tower
Pittsburgh, PA 15222
Grace Brothers, Ltd. 1,487,175 (5) 6.93%
1560 Sherman Ave. #900
Evanston, IL 60201
Michael M. Earley 369,215 1.72%
Mark G. Foletta 247,755 1.15%
Richard R. Tartre 148,000 *
Michael E. Cahr 75,000 *
All executive officers and directors
as a group (4 persons) 839,970 3.92%
* Less than 1.0%.
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(1) Percentages have been calculated using the outstanding shares of Common
Stock of the Company as of July 23, 1996 of 21,451,502.
(2) Pursuant to Amendment No. 3 to Schedule 13D filed with the Commission on
April 12, 1994 jointly by (a) Phoenix Partners, (b) Betje Partners, (c) Phaeton
International N.V., (d) Morgens Waterfall Vintiadis Investments N.V., (e)
Morgens Waterfall Income Partners, (f) Morgens, Waterfall, Vintiadis & Company,
Inc., (h) Restart Partners II, L.P., (i) Restart Partners III, L.P., (j) Restart
Partners IV, L.P., (k) Morgens, Waterfall, Vintiadis & Company, Inc. Employees'
Profit Sharing Plan, (l) The Common Fund for Non-Profit Organizations, (m) Edwin
H. Morgens, and (n) Bruce Waterfall.
(3) Pursuant to Schedule 13G filed with the Commission on January 25, 1996 by
The Lindner Fund, Inc.
(4) Pursuant to Schedule 13G filed with the Commission on February 14, 1994 by
Federated Investors. The number of shares of Common Stock indicated represents
shares beneficially owned by mutual funds advised by subsidiaries of Federated
Investors which have the power to direct investments and vote the securities.
For purposes of the reporting requirements of Regulation 13D of the Securities
and Exchange Act of 1934, as amended (The "Exchange Act"), Federated Investors,
its principal shareholders and its investment adviser subsidiaries may be deemed
to be beneficial owners of such securities; however, in accordance with Rule
13d-4 under the 1934 Act under the Exchange Act, Federated Investors, its
principal shareholders, and its investment adviser subsidiaries declare that the
filing of the Schedule 13G disclosing beneficial ownership of the securities
should not be construed as an admission that they are the beneficial owners of
such securities, and Federated Investors, its principal shareholders and its
investment adviser subsidiaries expressly disclaim that they are in fact the
beneficial owner of such securities.
(5) Pursuant to Schedule 13G filed with the Commission on February 2, 1996 by
Grace Brothers, Ltd.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
John C. Stiska, former Chairman and Chief Executive Officer of the Company
was also a member of the Board of Directors of Biosafety Systems, Inc. until
December 1995. Richard R. Tartre, member of the Company's compensation
committee, was also the Chairman of the Board of Biosafety Systems until
December 1995. Mr. Tartre was not a compensated executive officer of Biosafety
Systems and was compensated as a non-employee director.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to be
signed on behalf of the undersigned, thereunto duly authorized.
TRITON GROUP LTD.
By: /s/ Mark G. Foletta
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Mark G. Foletta
Senior Vice President,
Chief Financial Officer &
Corporate Secretary
Dated: July 26, 1996
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