SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended Commission
May 31, 1995 File No. 0-14786
AUTOINFO, INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-2867481
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1600 Route 208, Fair Lawn, New Jersey 07410
(Address of Principal Executive Offices) (Zip Code)
(Registrant's telephone number, including area code) (201) 703-0500
Securities registered under Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
----------------------------
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
This Form 10-K/A amends Part III, Items 10, 11, 12 and 13 of Form 10-K for
the Fiscal Year ended May 31, 1995.
<PAGE>
PART III
DIRECTORS AND EXECUTIVE OFFICERS
ANDREW GASPAR, age 47, was named Chairman of the Board on March 29, 1995.
Mr. Gaspar has, since March 1991, been President of the general partner of R.S.
Lauder, Gaspar & Co. and Vice-Chairman of The Central European Development
Corporation, venture capital firms conducting business in the United States and
Eastern Europe. Prior thereto, Mr. Gaspar was a Managing Director of E.M.
Warburg Pincus & Co., a venture banking and investment advisory firm, a position
he held from 1982 through March 1991. He holds a B.S. degree from Columbia
University, an M.S. degree from Northeastern University and an M.B.A. degree
from Harvard Business School. He has been a director of the Company since 1978.
JASON BACHER, age 57, has been a director of the Company since its
inception in 1976. For its inception in 1976 through March 29, 1995 Mr. Bacher
was Chairman of the Board and the Chief Executive Officer of the Company. Mr.
Bacher has been associated with the automobile salvage industry since 1961 as a
principal of Bacher Tire Company, Inc., an automobile recycler located in the
New York metropolitan area. In connection with the sale by the Company of a
principal portion of its business to ADP Solutions on April 1, 1995, Mr. Bacher
joined ADP Solutions.
SCOTT ZECHER, age 36, joined the Company in January 1984, and was named its
President and Chief Operating Officer in January 1993. Prior to becoming
President, he held the position of Executive Vice President and Chief Financial
Officer. He became a director of the Company in 1989. From 1980 to 1984, he was
with the accounting firm of KPMG Peat Marwick. Mr. Zecher is a Certified Public
Accountant with a B.A. degree in Accounting and Economics from the City
University of New York at Queens College.
ROBERT FAGENSON, age 46, has been an officer and director of Fagenson &
Co., Inc., a registered broker-dealer, for more than five years. Mr. Fagenson is
a member of the Board of Directors of the New York Stock Exchange. Since April
1983, Mr. Fagenson has also served as the Secretary and a director of Starr
Securities, Inc., a registered broker-dealer, which was the underwriter of the
Company's initial public offering in May 1986. Mr. Fagenson has been a director
of the Company since June 1986. Mr. Fagenson is also a director of Healthy
Planets Products, Inc., Microtel Franchise and Development Corp. and Rentway,
Inc. Mr. Fagenson has a B.S. degree in Business Administration from Syracuse
University.
HOWARD NUSBAUM, age 47, has been a director of the Company from its
inception in 1976. Mr. Nusbaum, who earned a B.A. degree from Brooklyn College,
has been a consultant to the automobile recycling industry since 1976.
JEROME STENGEL, age 58, has been a Vice President, Treasurer and Chief
Financial Officer of Genovese Drug Stores, Inc., an American Stock Exchange
company, for more than five years. Mr. Stengel is a Certified Public Accountant
with a B.B.A. degree from the City University of New York. He has been a
director of the Company since 1987.
WILLIAM WUNDERLICH, age 47, joined the Company in October 1992 as its Vice
President-Finance and became Chief Financial Officer in January 1993. From 1990
to 1992, he served as Vice President of Goldstein Affiliates, Inc., a public
insurance adjusting company. From 1981 to 1990 he served as Executive Vice
President, Chief Financial Officer and a Director of Novo Corporation, a
manufacturer of consumer products. Mr. Wunderlich is a Certified Public
Accountant with a B.A. degree in Accounting and Economics from the City
University of New York at Queens College.
<PAGE>
BOARD OF DIRECTOR MEETINGS
During the year ended May 31, 1995, the Board held five meetings. Each of
the current members of the Board attended at least 75% of such meetings.
BOARD OF DIRECTOR COMMITTEES
The Board maintains an Audit Committee comprised of Messrs. Fagenson,
Gaspar and Stengel and a Compensation Committee composed of Messrs. Fagenson and
Stengel. Each Committee member is a non-employee director. The Audit Committee
approves the selection of the Company's auditors and meets and interacts with
the auditors to discuss questions in regard to the Company's financial
reporting. The Compensation Committee evaluates the performance of the Company's
executive employees and determines the salaries and other compensation payable
to such persons. Each such Committee met twice during the last full fiscal year
with all members present.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The Summary Compensation Table below includes, for each of the fiscal years
ended May 31, 1995, 1994 and 1993, individual compensation for services to the
Company and its subsidiaries paid to: (1) the Chief Executive Officer, and (2)
the other most highly paid executive officers of the Company during the fiscal
year ended May 31, 1995 whose salary and bonus exceeded $100,000 (together, the
"Named Executives").
<TABLE>
<CAPTION>
Long-Term All
Annual Compensation Compensation Other
Name and Principal Position Year Salary Bonus Options Compensation
<S> <C> <C> <C> <C> <C>
Jason Bacher (2) 1995 $125,000 $ 182,854(3) $4,300
Chairman of the Board 1994 $135,417 $ 45,000 75,000 $4,063
and Chief Executive Officer 1993 $125,000 $ 18,166 - $3,750
Scott Zecher 1995 $145,000 $ 235,000(3) 80,000 $4,230
President and 1994 $144,000 $ 5,000 - $3,240
Chief Operating Officer 1993 $125,000 $ 18,166 100,000 $2,690
William Wunderlich 1995 $103,333 $ 80,000(3) 40,000 $5,500
Treasurer and Chief 1994 $ 91,250 $ 19,000 35,000 $3,068
Financial Officer 1993 $ 55,624 $ 2,000 50,000 $1,063
</TABLE>
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(1) Represents amounts contributed to the Company's 401(k) deferred
compensation plan.
(2) Mr. Bacher resigned as Chairman of the Board and Chief Executive Officer on
March 29, 1995.
(3) Includes a one-time bonus relating to the ADP transaction in the amount of
$100,000 to Jason Bacher, $150,000 to Scott Zecher and $50,000 to William
Wunderlich .
Employment Agreements
Messrs. Zecher and Wunderlich are employed by the Company pursuant to
employment agreements which expire in April 1998 and April 1997, respectively.
These agreements provide for minimum annual compensation of $150,000 and
$120,000, respectively, and provide for annual review by the Board of Directors.
The Company has entered into supplemental employment agreements (the
"Supplemental Employment Agreements") with Messrs. Zecher and Wunderlich (the
"Covered Executives"), which provide that if there is a Change in Control of the
Company (as defined therein) during the Protected Period (described below), the
terms of the Supplemental Employment Agreements will supersede the Covered
Executives' existing employment agreements and will govern the terms of the
Covered Executives' employment following the Change in Control for a three-year
term, in the case of Mr. Zecher, and a two-year term, in the case of Mr.
Wunderlich (the "Employment Term"). For these purposes, the Protected Period is
a three-year period which commenced on April 10, 1995 and is automatically
<PAGE>
extended for one year on April 10, 1996 and each April 10 thereafter, unless the
Company otherwise notifies the Covered Executive at least 90 days prior thereto.
The Supplemental Employment Agreements provide that during the Employment Term
the Covered Executives will remain employed in their capacities with the Company
as of the Change in Control and will continue to receive an annual salary (the
"Base Salary") and benefits at least equal to that which they received prior to
the Change in Control and an annual bonus at least equal to the Covered
Executive's average annual bonus during the three years prior to the Change in
Control. The Supplemental Employment Agreements provide that if, during the
Employment Term, the Covered Executive's employment is terminated by the Company
other than for Cause or Disability or by the Executive either for Good Reason or
during the 60-day Window Period commencing on the anniversary of the Change in
Control (as each of the foregoing terms are defined in the applicable
Supplemental Employment Agreement), the Covered Executive would receive a
severance payment equal to the sum of his Base Salary and the higher of his
annual bonus for the then most recent year or his average annual bonus during
the three years preceding the Change in Control (the "Highest Annual Bonus")
multiplied by two, in the case of Mr. Zecher, and one and one-half, in the case
of Mr. Wunderlich. In addition, the restrictions on any stock-related incentive
awards held by the Covered Executive would lapse and he would be entitled to
continued coverage under the Company's life, health and disability benefits for
two years following termination of his employment (three years in the case of
Mr. Zecher) or until he receives similar benefits from a new employer. If Mr.
Zecher's employment is terminated (as described above) prior to April 10, 1996,
he would receive severance equal to three (rather than two) times his Base
Salary and Highest Annual Bonus. If Mr. Wunderlich's employment is terminated
(as described above) prior to October 10, 1995, he would receive severance equal
to two (rather than one and one-half) times his Base Salary and Highest Annual
Bonus. Mr. Zecher's Supplemental Employment Agreement also provides that if he
is subject to excise taxes under Section 4999 of the Internal Revenue Code on
any payments or benefits triggered by a Change in Control, he will be entitled
to receive an additional amount such that after the payment of all applicable
taxes he will retain an amount equal to that which he would have retained absent
the excise taxes.
The Supplemental Employment Agreements were entered into on April 10, 1995,
after Steel acquired 14.9% of the Company's Common Stock. In the opinion of the
Board, it was necessary and desirable to enter into the Supplemental Employment
Agreements so that the Covered Executives would concentrate on performing their
duties and promoting the best interests of the Company and its stockholders
without being concerned about the possibility of a Change in Control. In the
opinion of the Board of Directors, the provisions of the Supplemental Employment
Agreements would not have any significant impact on the decision of any person
or entity relating to whether or not to acquire the Company or effect a Change
in Control.
Restricted Stock Grants
In November 1987, the Company issued 410,000 shares of Common Stock
pursuant to restricted stock bonus grants to key executives, directors and
consultants. In January 1994, the Company issued 15,000 shares of Common Stock
pursuant to a restricted stock bonus grant to a non-employee director. Such
shares vest ratably over a period of 30 years. The unvested portion is subject,
upon the occurrence of certain events, to either forfeiture or accelerated
vesting.
401(k) Cash or Deferred Compensation
The Company maintains a tax-qualified 401(k) cash or deferred compensation
plan that covers all employees who have completed 30 days of service with the
Company and have attained age 21. Participants are permitted, within the
limitations imposed by the Internal Revenue Code, to make pre-tax contributions
to the plan pursuant to salary reduction agreements. The Company makes a 50%
matching cash contribution on up to a 6% contribution by the employee. In
addition, the Company may, in its discretion, make additional contributions as
<PAGE>
permitted by the Internal Revenue Code. The contributions of the participants
and the Company are held in separate accounts. Participants' contributions are
always fully vested. The Company's contributions vest proportionally over a
five-year period commencing on the employee's date of employment.
Stock Option Plans
In February 1986, the Company's stockholders approved the AutoInfo 1985
Stock Option Plan (the "1985 Plan") which provides that a total of 555,000
shares of Common Stock are subject to options granted thereunder. In November
1986, the Company's stockholders approved the AutoInfo 1986 Stock Option Plan
(the "1986 Plan") which provides that a total of 637,500 shares of Common Stock
are subject to options granted thereunder. In October 1989, the Company's
stockholders approved the AutoInfo 1989 Stock Plan (the "1989 Plan") which
provides that a total of 300,000 shares of Common Stock are subject to options
granted thereunder. In November 1992, the Company's stockholders approved the
AutoInfo 1992 Stock Option Plan (the "1992 Plan") which provides that a total of
350,000 shares of Common Stock are subject to options granted thereunder. (The
1985 Plan, 1986 Plan, 1989 Plan and 1992 Plan are sometimes collectively
referred to herein as the "Option Plans".)
Under the Option Plans, the Company may grant options to purchase Common
Stock to its officers, key employees, directors, and, in the case of the 1985
and 1992 Plans, to non-employees performing services for the Company. Payment of
the option exercise price is to be made (i) in cash, (ii) by delivery of Common
Stock already owned by and in the possession of the option holder, or (iii) if
so provided for in the option being exercised, by delivery of the option
holder's promissory note in favor of the Company. If an option granted under an
Option Plan expires, terminates or is canceled without being exercised in full,
the unpurchased shares subject to such option will again be available for
options to be granted under such Plan. Options may be granted in the form of
incentive stock options ("Incentive Options") or options which do not qualify
for the favorable tax treatment of Incentive Options which are known as
non-qualified options.
The Option Plans are administered by a committee of the Board of Directors
consisting of Messrs. Fagenson, Gaspar and Stengel, who are ineligible to
participate in the Option Plans.
No options may be exercised more than ten years from the date of grant, and
no options may be granted after December 16, 1996, December 31, 1996, December
31, 1999 and December 31, 2002 under the 1985 Plan, 1986 Plan, 1989 Plan, and
1992 Plan, respectively.
The option price of each Incentive Option granted under the Option Plans
shall be not less than 100% of the fair market value of the Common Stock as of
the date the option is granted (110% of the fair market value if the grant is to
an employee holding 10% or more of the Company's outstanding Common Stock).
Options other than Incentive Options may be granted at an exercise price as
determined by the Board. The exercise prices of such non-qualified options must
be at least 85% of the fair market value of the underlying shares of Common
Stock at the date of grant. Options granted are not transferable and are subject
to various other conditions and restrictions. All Incentive Options granted
before December 31, 1986 must be exercised in the order in which they were
granted regardless of the difference in the execise prices.
Option Grants in Fiscal Year 1995
Shown below is information on grants of stock options pursuant to the
Company's Stock Option Plans during the fiscal year ended May 31, 1995, to the
Named Executives who are reflected in the Summary Compensation Table.
<PAGE>
Individual Gains in Fiscal 1995
----------------------------------------
<TABLE>
<CAPTION>
Name Options Percentage of Total Exercise Expiration Date Potential Realized Values at
Granted Options Granted to Price Per Assumed Annual Rates of Stock
Employees in Fiscal Share (1) Price Appreciation for Option
Year Term (1)
<S> <C> <C> <C> <C> <C> <C>
5% 10%
Jason Bacher 0 0 _____ _____ _____ _____
Scott Zecher 80,000 29.63% $4.125 4/10/05 $158.668 $448,123
William Wunderlich 40,000 14.81% $4.125 4/10/05 $ 79,334 $224,081
</TABLE>
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(1) Based on 110% of the closing price on NASDAQ/NMS on the date.
Aggregate Options Exercised in Fiscal Year 1995 and Fiscal Year-End Option
Values
Shown below is information with respect to (i) options exercised by the Named
Executives pursuant to the Option Plans during Fiscal 1995; and (ii) unexercised
options granted in Fiscal 1995 and prior years under the Option Plans to the
Named Executives and held by them at May 31, 1995.
<TABLE>
<CAPTION>
Name Shares Value Realized Number of Unexercised Values of Unexercised
Acquired on Options at 5/31/95 In-the-Money Options at
Exercise Exercisable/Unexercisable 5/31/95(1)
Exercisable/Unexercisable
<S> <C> <C> <C> <C>
Jason Bacher 0 0 0/75,000 $0/$0
Scott Zecher 216,799 330,480 0/113,333 $0/$4167
William Wunderlich 0 0 45,000/80,000 $16,667/$8,333
</TABLE>
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(1) Based on the closing price as quoted on NASDAQ/NMS on the date.
Director Compensation
The Company pays each non-employee director a fee of $750 for each meeting
attended by such director.
Compensation Committee Interlocks and Insider Participation
During the Company's last fiscal year, Messrs. Fagenson and Stengel served
on the Compensation Committee of the Board of Directors. Mr. Gaspar also served
on the Committee until his appointment as Chairman of the Board in March 1995.
Other than in their capacities as directors of the Company, none of Messrs.
Fagenson, Gaspar or Stengel were employed by the Company during such times.
Board Compensation Committee Report on Executive Compensation
TO THE BOARD OF DIRECTORS:
Compensation Policies Applicable to Executive Officers
The purpose of the Company's executive compensation program is to attract,
retain and motivate qualified executives to manage the business of the Company
so as to maximize profits and shareholder value. Executive compensation in the
aggregate is made up principally of the executive's annual base salary, a bonus
which may be awarded by the Company's Compensation Committee and awards of
Company stock or stock options under the Company's Stock Option Plans. The
Company's Compensation Committee annually considers and makes recommendations to
the Board of Directors as to executive compensation including changes in base
salary, bonuses and awards of Company stock or stock options.
<PAGE>
Consistent with the above-noted purpose of the executive compensation
program, it is the policy of the Compensation Committee, in recommending the
aggregate annual compensation of the executive officers of the Company, to
consider overall performance of the Company, the performance of the division of
the Company for which the executive has responsibility and the individual
contribution and performance of the executive. The performance of the Company
and of the division for which the executive has responsibility are significant
factors in determining aggregate compensation although they are not necessarily
determinative. While shareholders' total return is important and is considered
by the Compensation Committee, it is subject to the vagaries of the public
market place and the Company's compensation program focuses on the Company's
strategic plans, corporate performance measures, and specific corporate goals
which should lead to a favorable stock price. The corporate performance measures
which the Compensation Committee considers include sales, earnings, return on
equity and comparisons of sales and earnings with prior years and with budgets.
The Compensation Committee does not rely on any fixed formulae or specific
numerical criteria in determining an executive's aggregate compensation. It
considers both corporate and personal performance criteria, competitive
compensation levels, the economic environment and changes in the cost of living
as well as the recommendations of management. The Compensation Committee then
exercises business judgment based on all of these criteria and the purposes of
the executive compensation program.
Compensation of the Chief Executive Officer
Mr. Bacher's base salary of $125,000 for 1995 (which constituted a
ten-month proration of his $150,000 base salary) was based principally on his
rights under his four-year employment agreement with the Company dated January
1, 1995 which was terminated on March 29, 1995 in connectin with the ADP
transaction. In addition, Mr. Bacher received a bonus of $182,854 which the
Committee granted to him in recognition of the Company's performance in 1995
under his leadership, including his role in consummating the Company's
transaction with ADP Solutions.
Respectfully submitted,
AutoInfo, Inc. Compensation Committee
(Robert Fagenson and Jerome Stengel)
Certain Relationships and Related Transactions
On April 28, 1995 the Company entered into a Promissory Note and Security
and Pledge Agreement with Scott Zecher, its President, Chief Operating Officer
and a Director, pursuant to which the Company lent to Mr. Zecher, consistent
with the Company's past practice, the sum of $466,796.64, in connection with Mr.
Zecher's exercise of options to acquire 216,799 shares of the Company's Common
Stock (the "Shares") under the Company's 1985 and 1986 Stock Option Plans. The
Note, which is non-interest bearing, is secured by the Shares and is payable on
the earlier of May 31, 1996 or out of the proceeds of the underlying collateral.
As a result of such exercise, the percentage of outstanding shares of common
stock owned by executive officers and directors of the Company increased from
approximately 8.9% to approximately 11.7%. This increase may discourage Steel
and/or any other interested party from instituting a take-over attempt with
regard to the Company. The purpose of the Company granting an interest free loan
for the purpose of exercising in-the-money stock options is the same as the
purpose of the Company for granting stock options to key employees and officers;
namely, to encourage such key employees and officers to acquire an increased
personal interest in the success and progress of the Company. The granting of
the stock options provides the key employee or officer with the potential to
benefit from the success and growth of the Company and the interest free loan
<PAGE>
enables such key employee or officer to actually realize the benefit when the
stock option becomes in-the-money.
Total Return Comparison
The following graph sets forth a five-year comparison of total returns for:
(1) the Company; (2) a Company selected Peer Group (comprised of Data
Transmission Network Corp., INCOMNET, Inc., Triad Systems Corporation and Policy
Management Systems Corporation); and (3) the NASDAQ -- US CRSP Total Return
Index.
The following table is represented as a graph in the printed copy:
AUTOINFO PEER GROUP NASDAQ US
5/90 100 100 100
5/91 119 126 114
5/92 92 160 133
5/93 81 109 160
5/94 86 120 168
5/95 78 162 201
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
("SEC"). Officers, directors and greater than ten-percent shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on review of the copies of such forms furnished to the
Company, or written representations that no Forms 5 were required, the Company
believes that all Section 16(a) filing requirements applicable to its officers
and directors were complied with.
The following table, together with the accompanying footnotes, sets forth
information, as of May 31, 1995, regarding stock ownership of all persons known
by the Company to own beneficially 5% or more of the Company's outstanding
Common Stock, all directors and nominees, and all directors and officers of the
Company as a group.
<TABLE>
<CAPTION>
Shares of
Name of Common Stock Percentage
Beneficial Owner Beneficially Owned (1) of Ownership
---------------- ---------------------- ------------
<S> <C> <C>
(i) Directors:
Jason Bacher ................................................ 331,272(2) 4.3%(5)
Robert Fagenson ............................................. 30,750(3) * (5)
Andrew Gaspar ............................................... 45,000 *
Howard Nusbaum .............................................. 171,531 2.2%
Jerome Stengel .............................................. 30,000 *
Scott Zecher ................................................ 331,746 4.3%
All executive officers and directors
as a group (7 persons)..................................... 985,299(4) 12.6%(6)
(ii) 5% Stockholders:
Ashford Capital Management, Inc. (7)
P.O. Box 4172
Greenville, DE 19807 ...................................... 403,200 5.2%
Dimensional Fund Advisors, Inc. (7)
1299 Ocean Avenue
Santa Monica, CA 90401..................................... 391,100 5.1%
Irving B. Harris (7)
2 North LaSalle Street
Suite 505
Chicago, IL 60602.......................................... 568,333(8) 7.4%
Ryback Management Corporation (7)
7711 Corondelet Ave.
St. Louis, MO 63105........................................ 1,142,850 14.8%
Steel Partners II L.P. (9)
750 Lexington Ave.
New York, NY 10022......................................... 1,100,000 14.2%
</TABLE>
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* Less than 1%
(1) Unless otherwise indicated below, each director, executive officer and each
5% stockholder has sole voting and investment power with respect to all
shares beneficially owned.
(2) Includes 25,000 shares subject to currently exercisable options.
(3) Includes (i) 1,500 shares owned by the Fagenson & Co. Profit Sharing Plan
and Employee Pension Plan, of which Mr. Fagenson is a trustee, and (ii)
29,250 shares issuable upon exercise of a Common Stock purchase warrant
held by Mr. Fagenson which is currently exercisable.
<PAGE>
(4) Includes 99,250 shares subject to currently exercisable options or
warrants.
(5) Assumes that all currently exercisable options or warrants owned by this
individual have been exercised.
(6) Assumes that all currently exercisable options or warrants owned by members
of the group have been exercised.
(7) Information with respect to this stockholder has been derived from the
Schedule 13G filed by such stockholder with the SEC.
(8) Includes 273,333 shares subject to currently exercisable warrants.
(9) Information with respect to this stockholder has been derived from the
Schedule 13D filed by such stockholder with the SEC.
<PAGE>
SIGNATURES
Pursuant to the requirements of hte Securities Act of 1934, the registrant
has duly caused this report on Form 10K/A to be signed on its behalf by the
undersigned thereunto authorized.
AUTOINFO, INC.
(Registrant)
/s/ Scott Zecher
--------------------------------------
Scott Zecher,
President and Chief
Operating Officer
Date: September 22, 1995
/s/ William I. Wunderlich
---------------------------------------
William I. Wunderlich,
Treasurer, Secretary and
Financial Officer
