<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
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, 1994
-----------------
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
--------------- --------------
Commission File No. 0-10647
---------
HEALTHDYNE, INC.
(Exact name of registrant as specified in its charter)
Georgia 58-1099590
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1850 Parkway Place, 12th Floor 30067
Marietta, Georgia (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code (404) 423-4500
<PAGE> 2
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The names of the current directors and executive officers, their ages
as of April 1, 1995 and certain other information about them are set forth
below.
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
- ---- --- -------------------------
<S> <C> <C>
Parker H. Petit 55 Chairman of the Board and Chief Executive Officer
J. Terry Dewberry 51 Vice Chairman and Director
J. Paul Yokubinas 57 President and Chief Operating Officer and Director
J. Brent Burkey 48 Senior Vice President and General Counsel and Secretary
Donald R. Millard 47 Vice President - Finance, Chief Financial Officer and
Treasurer
Thornton A. Kuntz 41 Vice President - Administration
William J. Gresham, Jr. 52 Director
Charles R. Hatcher, Jr. M.D. 64 Director
Alexander H. Lorch 71 Director
Carl E. Sanders 69 Director
Morris S. Weeden 75 Director
Frederick P. Zuspan, M.D. 73 Director
</TABLE>
- ------------------
Each director holds office until the next annual meeting of
shareholders and until a successor has been elected and qualified. The
executive officers of the Company are elected annually and serve at the
discretion of the Board of Directors.
PARKER H. PETIT. Mr. Petit has been Chairman of the Board and Chief
Executive Officer of the Company since 1970. Mr. Petit is also a director of
Healthdyne Technologies, Inc. and Atlantic Southeast Airlines, Inc.
J. TERRY DEWBERRY. Mr. Dewberry has been a director of the Company
since 1981 and has served as Vice Chairman of the Company since March 1992.
From September 1987 until that time he was President and Chief Operating
Officer of the Company and was Executive Vice President of the Company from
August 1984 to September 1987.
J. PAUL YOKUBINAS. Mr. Yokubinas has been a director of the Company
since 1971 and has served as President and Chief Operating Officer since March
1992. From May 1991 until March 1992 he was Vice President of Business
Development of the Company. Prior thereto, from February 1987 to January 1991,
he served as President and principal investor in C.Q.I. International, Inc., a
privately-held holding company.
J. BRENT BURKEY. Mr. Burkey has served as Senior Vice President and
General Counsel of the Company since September 1987 and as Vice President and
General Counsel of the Company since November 1982. He has also served as
Secretary of the Company since August 1984 and prior thereto as Assistant
Secretary.
DONALD R. MILLARD. Mr. Millard has served as Vice President - Finance
and Chief Financial Officer of the Company since July 1987 and, in addition,
was elected Treasurer in March 1990. Prior to joining the Company, he served
as President of Dental One, Inc., a dental health care provider, from December
1982 to June 1987.
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<PAGE> 3
THORNTON A. KUNTZ. Mr. Kuntz has served as Vice President -
Administration of the Company since August 1992. Prior to joining the Company,
he served as Vice President - Human Resources of Glasrock Home Health Care,
Inc., a durable medical equipment dealer ("Glasrock"), from January 1989 to
July 1992 and from January 1985 to December 1988, he was Director - Human
Resources Administration of Glasrock.
WILLIAM J. GRESHAM, JR. Mr. Gresham has been a director of the
Company since 1985. He has been a consultant to The Miller Richmond Company, a
real estate management and brokerage firm, since March 1992 and previously was
a consultant to the Landmark Group, a real estate management and development
firm from June 1990 to February 1992. Prior thereto, he was Chairman of the
Board and President of City Group, Inc., a real estate development firm, from
October 1989 to June 1990 and also Chairman of the Board from September 1987.
CHARLES R. HATCHER, JR., M. D. Dr. Hatcher has been a physician since
1962 and has served as Director and Vice President for Health Affairs at the
Robert W. Woodruff Health Sciences Center of Emory University since 1984, and
Professor of Surgery at the Emory University School of Medicine since 1971.
Dr. Hatcher is also a director of Life of the South Corporation.
ALEXANDER H. LORCH. Mr. Lorch has been a director of the Company
since 1985 and is retired. Mr. Lorch was Executive Vice President of
Lockheed-Georgia, Co., a division of Lockheed Corporation, and Vice President
of Lockheed Corporation, an aerospace manufacturer, from 1975 to February 1985,
as well as President of Lockheed-Georgia International Service, also a
subsidiary of Lockheed Corporation from 1980 to February 1985. Mr. Lorch was
also Chairman of the Board of Murdock Engineering Co., a subsidiary of Lockheed
Corporation, from 1981 to February 1985. Mr. Lorch is also a director of
Healthdyne Technologies, Inc.
CARL E. SANDERS. Mr. Sanders is Chief Partner of Troutman Sanders, an
Atlanta based law firm which the Company retained in 1992 and may retain in the
future, and has been a director of the Company since 1986. Mr. Sanders is also
a director of Carmike Cinemas, Inc., The Actava Group, Inc., Norrell
Corporation and Roadmaster Industries, Inc.
MORRIS S. WEEDEN. Mr. Weeden has been a director of the Company since
1987 and is retired. Mr. Weeden was Chairman and President of CytRx Biopool
Limited, a pharmaceutical and diagnostic company from March 1987 to August 1987
and was Vice Chairman - Board of Directors of Morton Thiokol, Inc., a salt,
chemical, pharmaceutical, household and aerospace products manufacturer from
March 1980 to December 1984. Mr. Weeden is also a director of Xytronyx, Inc.
FREDERICK P. ZUSPAN, M.D. Dr. Zuspan has been a physician since 1951
and has served as a director of the Company since July 1993. Dr. Zuspan has
been Professor and Chairman Emeritas, Department of Obstetrics and Gynecology
at the Ohio State University of Medicine since July 1991 and Editor-in-Chief of
the American Journal of Obstetrics and Gynecology since 1991. Dr. Zuspan was
previously Professor of the Ohio State University of Medicine from 1987 to 1991
and Professor and Chairman of the Department of Obstetrics and Gynecology at
the Ohio State University of Medicine from 1983 to 1991, at the University of
Chicago, Pritzker School of Medicine from 1966 to 1975, and at the Medical
College of Georgia from 1960 to 1966.
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SECTION 16 REPORTS
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and officers, and persons who own more than 10% of a
registered class of the Company's equity securities, to file with the
Commission initial reports of ownership and reports of changes in ownership of
equity securities of the Company. Officers, directors and greater than 10%
shareholders are required by the Commission regulations 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 for the fiscal year ended December 31,
1994, all Section 16(a) filing requirements applicable to its officers,
directors and greater than 10% shareholders were properly filed.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth compensation paid to the five most
highly compensated executive officers for their services in all capacities to
the Corporation and its subsidiaries during the past three years:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
- ------------------------------------------------------------------------------------------------------------------------------------
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------- ------
OTHER ALL OTHER
NAME AND ANNUAL COMPENSA-
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION (1) OPTIONS (#) TION ($) (2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Parker H. Petit 1994 $ 371,877 $ 150,000 -- 185,000 $ 2,055
Chairmen of the Board and 1993 350,016 -- -- 170,000 2,467
Chief Executive Officer 1992 342,930 -- -- 32,500 3,258
J. Terry Dewberry 1994 223,750 90,000 -- 110,000 2,055
Vice Chairman 1993 210,000 -- -- 45,000 2,340
1992 209,167 -- -- 5,000 3,258
J. Paul Yokubinas 1994 208,333 84,000 -- 35,000 2,055
President and Chief Operating 1993 190,000 -- -- 55,000 2,202
Officer 1992 188,486 -- -- 23,750 3,258
J. Brent Burkey 1994 198,750 60,000 -- 40,000 2,055
Senior Vice President, General 1993 185,000 -- -- 40,000 2,047
Counsel and Secretary 1992 183,667 -- -- 5,000 3,258
Donald R. Millard 1994 188,750 57,000 -- 30,000 2,055
Vice President-Finance, Chief 1993 175,000 -- -- 30,000 --
Financial Officer and Treasurer 1992 173,583 -- -- 5,000 3,212
</TABLE>
- ----------------------------------
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(1) Amounts of "Other Annual Compensation" earned by the named executive
officers for 1994 did not meet the threshold reporting requirements.
(2) Represents the Company's matching contributions to the named executive
officers under the Company's tax-qualified 401 (k) Profit Sharing Plan
accrued during the twelve months indicated.
STOCK OPTIONS
The following table contains information concerning the grant of stock
options under Healthdyne's 1991 and 1993 Stock Option Plans to the named
executive officers of the Company as of the end of the last fiscal year.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
- -----------------------------------------------------------------------------------------------------------------------------
INDIVIDUAL GRANTS
POTENTIAL REALIZABLE
VALUE AT ASSUMED
% OF TOTAL ANNUAL RATES OF
OPTIONS EXERCISE STOCK PRICE APPRECI-
GRANTED TO OR ATION FOR OPTION
OPTIONS EMPLOYEES BASE TERM
GRANTED IN FISCAL PRICE EXPIRATION
NAME #(1) YEAR ($/SH) DATE 5% 10%
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Parker H. Petit 125,000 15.47% $ 6.56 5/3/99 $ 226,550 $ 500,618
30,000 3.71% 5.81 6/28/99 48,155 106,411
30,000 3.71% 8.31 10/26/99 68,876 152,200
J. Terry Dewberry 75,000 9.28% 6.56 5/3/99 135,930 300,370
15,000 1.85% 5.81 6/28/99 24,077 53,205
20,000 2.47% 8.31 10/26/99 45,917 101,466
J. Paul Yokubinas 15,000 1.85% 5.81 6/28/99 24,077 53,205
20,000 2.47% 8.31 10/26/99 45,917 101,466
J. Brent Burkey 10,000 1.23% 6.56 5/3/99 14,137 40,049
15,000 1.85% 5.81 6/28/99 24,077 53,205
15,000 1.85% 8.31 10/26/99 34,438 76,100
Donald R. Millard 15,000 1.85% 5.81 6/28/99 24,077 53,205
15,000 1.85% 8.31 10/26/99 34,438 76,100
</TABLE>
- ----------------------------
(1) These options to purchase the Company's Common Stock were granted as
follows: On May 3, 1994, 125,000, 75,000 and 10,000 option shares,
respectively, to Messrs. Petit, Dewberry and Burkey; on June 28, 1994,
30,000 option shares to Mr. Petit and 15,000 option shares each to
Messrs. Dewberry, Yokubinas, Burkey and Millard; and on October 16,
1994, 30,000, 20,000, 20,000, 15,000 and 15,000 option shares,
respectively, to Messrs. Petit, Dewberry, Yokubinas, Burkey and
Millard. For each option
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<PAGE> 6
granted on May 3, 1994, the shares subject to the option grants became
exercisable in full on the date of the option grant. For the
remaining options granted in 1994, 33% of the shares subject to the
option grants become exercisable in cumulative increments on the
first, second and third anniversary date of the option grants. The
options each have a term of five years from the date of grant and are
not transferable, otherwise than by will or the laws of descent and
distribution. Except as provided in each of the option agreements,
the options may not be exercised unless employment with the Company
or an affiliate or subsidiary continues. Options granted under the
plans will expire (i) immediately upon the employee's termination for
good cause; (ii) three months after the date of termination for reason
other than good cause; (iii) three months after the employee's
voluntary termination; (iv) one year after the employee's death or
disability; or (v) five years from the date of the grant. The
purchase price of the shares subject to these options may be paid (i)
in cash; (ii) through the surrender of previously owned stock of
Healthdyne; or (iii) a combination of cash and previously owned stock
of Healthdyne. The optionees are obligated to reimburse Healthdyne at
the time of any exercises of the options for any taxes required to be
withheld by Healthdyne under federal, state or local law as the result
of the exercise of the options.
STOCK OPTION EXERCISES
The following table sets forth information with respect to the named
Executive Officers concerning the exercise of options during the last fiscal
year and unexercised options held as of the end of the fiscal year:
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY - END OPTION VALUES
- ------------------------------------------------------------------------------------------------------------------------------------
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN-
OPTIONS AT THE-MONEY OPTIONS AT
LAST FISCAL YEAR END(#) LAST FISCAL YEAR END(#) (1)
----------------------- ---------------------------
SHARES VALUE
NAME ACQUIRED REALIZED
ON EXERCISE (MARKET PRICE AT
(#) EXERCISE LESS EXERCISE PRICE) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Parker, H. Petit -0- $ -0- 233,333 184,167 $ 239,167 $ 184,032
J. Terry Dewberry -0- -0- 113,333 66,667 121,750 60,350
J. Paul Yokubinas -0- -0- 79,166 79,584 17,707 68,267
J. Brent Burkey -0- -0- 46,666 58,334 27,524 59,100
Donald R. Millard 15,000 37,500 33,333 51,667 9,166 51,183
</TABLE>
(1) Based on $8.00, the last sale price of the Company's Common Stock on
December 30, 1994.
COMPENSATION OF DIRECTORS
Directors who are officers of the Company receive no additional
compensation for serving on the Board of Directors. Directors who are not
officers receive a fee of $3,000 per quarter, plus $1,000 for each Board
meeting and $750 for each Committee meeting attended, and are reimbursed for
any travel expenses incurred.
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CHANGE OF CONTROL SEVERANCE AGREEMENTS
In February 1988, the Company entered into agreements with the Executive
Officers of the Company, which were Messrs. Petit, Dewberry, Burkey and Millard
on said date, and in October 1993, entered into a similar agreement with Mr.
Yokubinas entitling them to certain benefits upon specified terminations of
employment within three years following a "change in control" of the Company
(as defined in these agreements). The agreements with Messrs. Petit, Dewberry,
Burkey and Millard will remain in effect through February 3, 1997 and the
agreement with Mr. Yokubinas will remain in effect through October 27, 1997.
Each agreement provides that in the event of a change in control of the
Company, the Executive Officer concerned will be entitled to certain benefits
upon his subsequent termination of employment during the term of the agreement
unless such termination is (i) because of his death, disability or retirement,
(ii) by the Company for cause, or (iii) by the Executive Officer, other than
for "good reason." A number of circumstances entitle the Executive Officer to
treat a good faith termination on his part as being a termination for good
reason. These include an adverse change in the Executive Officer's
compensation, discontinuation of certain benefits, the assignment of duties
inconsistent with his status or duties in effect immediately prior to the
change in control of the Company, the relocation of the Company's principal
executive office to a location outside of Marietta, Georgia, or the Company's
requiring the Executive Officer to be based anywhere other than the Company's
principal executive office.
The sale or other transfer (in one transaction or a series of related
transactions) of substantially all of the assets of the Company constitutes a
"change in control" under these agreements. The agreements provide that the
disposition of 70% or less of the assets of the Company is deemed not to be a
change of control, unless the Board of Directors votes otherwise, but the
disposition of 70% or more of the assets of the Company is conclusively deemed
to be a change in control. The Board of Directors has not determined whether
the recently approved distribution (the "Spin-off") of the Company's 81 percent
ownership interest in Healthdyne Technologies, Inc. ("Healthdyne Technologies")
constitutes a change in control under these agreements, and the stock of
Healthdyne Technologies being distributed does not exceed 70% of the assets of
the Company on a book value basis. However, an Executive Officer could contend
that the Spin-off constitutes a change in control on several grounds, including
the fact that the market value of the Healthdyne Technologies stock being
distributed exceeds 70% of the market value of all the Company's outstanding
common stock. The agreements do not specify how the "70% of assets" condition
is to be measured.
If an Executive Officer's employment with the Company or its subsidiaries
terminates following consummation of a change in control of the Company other
than under the circumstances set forth in clauses (i), (ii) or (iii) of the
preceding paragraph, he will be entitled to receive his full base salary
through the date of termination and a lump sum severance payment equal to three
times the Executive Officer's average annual base salary and other income
derived from the Company which is reportable for Federal tax purposes for the
five years preceding the date of his termination. In addition, an Executive
Officer will be entitled to receive for a period of three years after the date
of his termination all benefits payable to him under any retirement plan or
agreement then in effect as well as life, disability, health insurance coverage
and other fringe benefits equivalent to those in effect at the date of
termination. If a change in control had taken place on March 31, 1995, Messrs.
Petit, Dewberry, Yokubinas, Burkey and Millard would have been entitled to
receive approximately $2,611,195, $1,692,621, $618,199, $1,356,016, and
$627,346, respectively, based on the current compensation of such employees.
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PENSION PLAN
The following table shows the estimated pension benefits payable to a
covered participant at normal retirement age under the Company's nonqualified
pension plan that provides benefits based on remuneration that is covered under
the plan and years of service with the Company and its affiliates.
<TABLE>
<CAPTION>
PENSION PLAN TABLE
Years of Services
-----------------
Remuneration 10 15 20 25 30 35
- ------------ -- -- -- -- -- --
<S> <C> <C> <C> <C> <C> <C>
$ 75,000 $ 7,000 $ 18,250 $ 29,500 $ 29,500 $ 29,500 $ 29,500
100,000 14,500 29,500 44,500 44,500 44,500 44,500
125,000 22,000 40,750 59,500 59,500 59,500 59,500
150,000 29,500 52,000 74,500 74,500 74,500 74,500
175,000 37,000 63,250 89,500 89,500 89,500 89,500
200,000 44,500 74,500 104,500 104,500 104,500 104,500
</TABLE>
Remuneration covered by the benefit award is based on the average base
salary of the executive for the three years in which his base salary is the
highest. This amount for each of the named executive officers participating in
the plan as of the end of the last fiscal year was $354,941, $214,306,
$195,606, $189,139 and $179,111, respectively, for Messrs. Petit, Dewberry,
Yokubinas, Burkey and Millard. The estimated years of service for each named
Executive Officer as of the end of the last fiscal year was 24 years for Mr.
Petit, 14 years for Mr. Dewberry, 11 years for Mr. Yokubinas, 12 years for Mr.
Burkey and 8 years for Mr. Millard. Benefits shown are computed as a
diminishing single life annuity beginning at age 65 with annual reductions
equal to the annual increases in primary social security benefits. The base
salary used to calculate covered compensation is the same figure reported in
the "Salary" column of the Summary Compensation Table.
In the event of a "change of control" of the Company as defined in the
benefit awards, all benefits accrued to date immediately vest and each
Executive Officer may require the Company to place in trust for the Executive
Officer's benefit an amount of money equal to the present value of the
participant's accrued retirement benefit and, on an annual basis thereafter, to
make additional contributions to such trust for any additional benefit accruals
of the Executive Officer. As defined in these awards, the Spin-off would be
deemed a "change of control". The Executive Officers who received these
benefit awards and the amounts that the Company would be required to place in
trust for each such Executive Officer as of December 31, 1994, if requested
thereunder, are as follows: Parker H. Petit - $863,251; J. Terry Dewberry -
$230,084; J. Paul Yokubinas - $242,072; J. Brent Burkey - $145,175; and Donald
R. Millard - $73,464.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of March 1, 1995 by (i) each person
who is known by the Company to own beneficially more than 5% of the outstanding
shares, (ii) each director of the Company, (iii) each Named Executive Officer,
and (iv) all executive officers and directors as a group. Unless otherwise
indicated, the holders listed below have sole voting and investment power with
respect to all shares beneficially owned by them.
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<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT
NAME OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP (1)(2) OF CLASS (1)(2)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Parker H. Petit 1,721,594 (3) (4) 11.2%
Wellington Management Company 1,505,880 (5) 9.8%
Gruber & McBain Capital Management, Inc. 1,073,000 (5) 7.0%
J. Terry Dewberry 148,525 --
J. Paul Yokubinas 141,997 --
J. Brent Burkey 61,314 --
Donald R. Millard 51,088 --
William J. Gresham, Jr. 11,000 --
Charles R. Hatcher, Jr., M.D. 7,500 --
Alexander H. Lorch 18,500 --
Carl E. Sanders 109,545 (6) --
Morris S. Weeden 12,500 --
Frederick P. Zuspan, M.D. 2,500
All executive officers and directors
as a group (12 persons) 2,301,063 15%
</TABLE>
- --------------------------------------------------
- -- Less than 1%
(1) Under the rules of the Securities and Exchange Commission (the "SEC"),
a person is deemed to be a beneficial owner of a security if he or she
has or shares the power to vote or to direct the voting of such
security, or the power to dispose or to direct the disposition of such
security. A person is also deemed to be a beneficial owner of any
securities of which that person has the right to acquire beneficial
ownership within 60 days as well as any securities owned by such
person's spouse, children or relatives living in the same house.
Accordingly, more than one person may be deemed to be a beneficial
owner of the same securities. Unless otherwise indicated by footnote,
the named individuals have sole voting and investment power with
respect to the shares held by them.
(2) With respect to each person in the table, assumes that such person has
exercised all options, warrants and other rights to purchase Common
Stock exercisable within 60 days beneficially owned by him or that no
other person has exercised any such rights.
(3) Does not include 295,130 shares owned by Bank South, N.A., Atlanta,
Georgia, as Trustee for the benefit of two of Mr. Petit's children.
Mr. Yokubinas, an officer and a director of the Company, is a member
of a self-perpetuating, three-member advisory committee that has power
to remove the Trustee and to direct the Trustee as to the voting and
disposition of the shares owned by the Trustee except that the
advisory committee has no such power during the lifetime of Mr. Petit
if the shares held by Mr. Petit and the trust, when aggregated, are
"significant from the viewpoint of voting control" of the Company.
Both the Trustee and the advisory committee consider the shares owned
by the Trustee to be significant in terms of voting control. In the
absence of direction by the advisory committee, the Trustee has sole
power to direct the voting and disposition of these securities. Also
does not include 3,834 shares held by Gary F. Eubanks as Trustee for
the benefit of two of Mr. Petit's children.
(4) Includes 3,750 shares held by Mr. Petit as custodian for one of his
children.
(5) This information is as of the date set forth in and based solely on the
respective Schedules 13D and 13G furnished to the Company by these
entities. Wellington Management Company's address is 75 State Street,
Boston, Massachusetts, 02109 and Gruber & McBain Capital Management,
Inc.'s address is 50 Osgood Place, San Francisco, California, 94133.
(6) Includes 29,045 shares issuable upon conversion of 8% Convertible
Subordinated Debentures of the Company owned by Mr. Sanders. Also
includes 5,000 shares owned by Mr. Sanders' wife with respect to which
Mr. Sanders may be deemed to share voting and investment power. Mr.
Sanders disclaims beneficial ownership of his wife's shares.
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ITEM 13. CERTAIN TRANSACTIONS
In July 1981, 405,000 shares of common stock reserved under the
Company's 1981 Incentive Stock Option Plan were sold to certain of the
Company's officers for $1.33 per share in exchange for $540,000 principal
amount of the Company's 8% promissory notes (the "1981 Promissory Notes")
payable in four years and secured by the purchased shares. The Board of
Directors extended the respective maturity dates of the 1981 Promissory Notes,
forgave interest accrued from July 1985 through December 1987, and stayed the
accrual of any additional interest until the stock is sold by said individuals.
Mr. Parker H. Petit owns 248,000 of such shares. The maximum outstanding
principal indebtedness to the Company of Mr. Petit (the only Executive Officer
or Director whose indebtedness exceeded $60,000) since January 1, 1994 was
$950,800, of which $325,800 related to the 1981 Promissory Notes, $350,000 to a
loan evidenced by a promissory note, dated September 24, 1992 bearing interest
at a floating rate which is currently 9.0%, payable on May 1, 1995, $100,000 to
a loan evidenced by a promissory note, dated March 16, 1993, bearing interest
at a floating rate which is currently 9.0%, payable on demand, and $125,000 to
a loan evidenced by a promissory note, dated June 27, 1994, bearing interest at
a floating rate which is currently 9.0%, payable on demand. At the present
time, Mr. Petit has approximately $850,800 of principal indebtedness
outstanding to the Company.
Mr. Carl E. Sanders, a director of the Company, is also the Chief
Partner of Troutman Sanders, a law firm based in Atlanta, Georgia which
provided certain legal services to the Company in fiscal year 1994 and may be
retained by the Company in the future.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Form 10-K-A to be signed on its behalf by
the undersigned, thereunto duly authorized.
Healthdyne, Inc.
Date: April 27, 1995 By /s/ Donald R. Millard
-----------------------
Donald R. Millard, Vice
President-Finance, Chief
Financial Officer and
Treasurer
10
