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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 1 TO
FORM 10-K/A
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission file number: 0-12808
Cade Industries, Inc.
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(Exact name of registrant as specified in its charter)
Wisconsin 39-1371038
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
5640 Enterprise Drive, Lansing, Michigan 48911
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 517-394-1333
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
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(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
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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/
As of February 26, 1996, 21,886,350 shares of Common Stock were
outstanding, and the aggregate market value of the Common Stock (based upon the
$.625 closing bid on that date in the over-the-counter market) held by
nonaffiliates (excludes shares reported as beneficially owned by directors and
executive officers which exclusion does not constitute an admission as to
affiliate status) was approximately $9,389,579.00.
DOCUMENTS INCORPORATED BY REFERENCE
Part of Form 10-K Into Which
Document Portions of Document are Incorporated
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Annual Report to Shareholders for the
fiscal year ended December 31, 1995 Part II
Proxy Statement for 1996 Annual Meeting
of Shareholders Part III
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Cade Industries, Inc. (the "Company") hereby amends the Report on Form
10-K for the year ended December 31, 1995 by amending Item 12 as set forth
below:
PART III
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table shows the beneficial ownership of the outstanding
common stock of the Company as of February 26, 1996 by each person known to the
Company to own beneficially more than 5% of such stock outstanding, each
director and nominee, each executive officer named in the Summary Compensation
Table below and all directors and executive officers of the Company as a group:
<TABLE>
<CAPTION>
Number of Shares and
Nature of Beneficial Percent
Name Ownership(1)(2) of Class
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<S> <C> <C> <C>
Advent International 1,937,290 (4) 8.9%
Corporation(3)
Molly F. Cade(5) 5,292,162 (6) 24.1%
Conrad G. Goodkind 285,000 1.3%
William T. Gross 55,000 (7) *
Richard A. Lund 162,000 *
Terrell L. Ruhlman 220,000 (8) 1.0%
John W. Sandford 73,000 (9) *
Edward B. Stephens 67,100 (10) *
Steven M. Tadler(1) 50,000 *
Trigran Investments, Inc.(12) 1,298,200 5.9%
All directors and executive officers 6,215,712 27.7%
as a group (9 persons)
</TABLE>
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*Less than 1.0%
(1) Except as otherwise indicated, the specified persons have sole voting
and investment power as to all of the shares indicated.
(2) Includes the following shares which may be acquired by the exercise of
options: 50,000 as to Ms. Cade, Mr. Goodkind, Mr. Gross, Mr. Sandford
and Mr. Tadler; 160,000 as to Mr. Lund; 100,000 as to Mr. Ruhlman;
59,000 as to Mr. Stephens, and 580,450 as to all directors and officers
as a group.
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(3) The business address of Advent International Corporation is 101 Federal
Street, Boston, Massachusetts 02110.
(4) All shares are held of record by the following venture capital funds
managed by Advent International Corporation in the amounts indicated:
Adhill Limited Partnership, 219,207 shares; Adventact Limited
Partnership, 272,016 shares; Adval Limited Partnership, 196,413 shares;
Advent International Network Limited Partnership, 834,067; Advent
International Technology Fund, L.P., 73,694 shares; Adwest Limited
Partnership, 219,207 shares; Hong Kong Venture Investment Trust,
122,686 shares.
(5) Ms. Cade's business address is 5640 Enterprise Drive, P.O. Box 23094,
Lansing, Michigan 48909.
(6) Includes 2,200 shares held by Ms. Cade as custodian for minor children
and 16,200 shares held by her spouse.
(7) Held as trustee of a trust controlled by Mr. Gross.
(8) Voting and dispositive power shared with spouse up to 20,000 shares.
(9) Record ownership held by family trust controlled by Mr. Sandford.
(10) Voting and dispositive power shared with spouse as to 6,100 shares and
with parent as to 2,000 shares.
(11) Mr. Tadler is Senior Vice President of Advent International
Corporation. Mr. Tadler disclaims beneficial ownership of any of the
shares held indirectly by Advent International Corporation. See Note 4
above.
(12) The business address of Trigran Investments, Inc. is 155 Pfingsten
Road, Suite 360, Deerfield, Illinois 60015.
The above beneficial ownership information is based upon information
furnished by the specified persons and determined in accordance with Rule 13d-3
under the Securities Exchange Act of 1934 as required for purposes of this
filing, which is not necessarily the same as beneficial ownership for other
purposes, and includes shares as to which beneficial ownership may be
disclaimed.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CADE INDUSTRIES, INC.
By /s/ Edward B. Stephens Dated: April 25, 1996
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Edward B. Stephens
Vice President, Treasurer
and Chief Financial Officer
(Principal accounting officer)
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