SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1999
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 ________________________
Commission file number _________________1-7190__________________________________
IMPERIAL INDUSTRIES, INC.
-------------------------
(Exact name of registrant as specified in its charter)
Delaware 65-0854631
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1259 Northwest 21st Street, Pompano Beach, Florida 33069-1417
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (954) 917-4114
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None None
---- ----
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
(Title of Class)
----------------
8% Subordinated Debentures
--------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (S229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]
The aggregate market value of the voting stock of the Registrant held by
non-affiliates computed by reference to the average bid and asked price of the
registrant's Common Stock ($.01 par value) on March 15, 2000 is: $4,637,256
Number of shares of Imperial Industries, Inc. Common Stock ($.01 par
value) outstanding on March 15, 2000: 8,505,434
<PAGE>
Item 10. Directors and Executive Officers of the Registrant (continued)
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Board of Directors Meetings and Attendance
------------------------------------------
The Board of Directors met five (5) times in fiscal 1999. Each
director attended all of the Board of Directors meetings in 1999,
other than Leonard C. Ferri who attended no meetings. Mr. Ferri
resigned as a member of the Board of Directors in 1999.
Compensation and Stock Option Committee
---------------------------------------
Messrs. Ponce, Weinberger and Ms. Brock serve on the
Compensation and Stock Option Committee, with Mr. Ponce serving as
Chairman. The Compensation and Stock Option Committee met six (6)
times in fiscal 1999. Each member attended all of the meetings.
Reports Pursuant to Section 16 (a) of the Securities and Exchange
-----------------------------------------------------------------
Act of 1934
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The Company's officers and directors are required to file Forms
3, 4 and 5 with the Securities and Exchange Commission in accordance
with Section 16(a) of the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder. Based
solely on a review of such reports furnished to the Company as
required by Rule 16a-3(e), in 1998 no officer or director failed to
file any such report on a timely basis.
Item 11. Executive Compensation
----------------------
Summary Compensation Table
--------------------------
The following table summarizes the compensation paid or accrued
for each of the three fiscal years in the period ended December 31,
1999 for the Company's chief executive officer and each other
executive officer whose total annual salary and bonus exceeded
$100,000 for any fiscal year, (the "Named Executive Officers").
<TABLE>
<CAPTION>
Annual Compensation
-------------------
Long-Term Compensation
----------------------
Securities
Other Underlying
Annual Restricted Options to
Name and Compen- Stock Purchase
Principal Position Year Salary Bonus(1) sation(2) Awards(3) Shares(4)
------------------ ---- ------ -------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Howard L. Ehler Jr. 1999 $130,000 $30,000 $ 2,000 $ - 20,000
Principal Executive 1998 $120,000 35,000 -
Officer, Executive 1997 $100,000 40,000 18,750
Vice President and
Secretary
Fred H. Hansen 1999 $138,000 $40,000 $ - $ - 20,000
President, Premix 1998 150,000 75,000 - -
and Acrocrete 1997 118,000 85,000 - 41,667
Gary Hasbach
President, Just-
Rite 1999 $110,000 $47,000 $ - $ - 10,000
</TABLE>
39
<PAGE>
Item 11. Executive Compensation (continued)
----------------------
Summary Compensation Table (continued)
--------------------------
(1) Bonuses shown were earned in the year indicated even though
actually paid in a subsequent year.
(2) Except as indicated, none of the named individuals above have
received personal benefits or perquisites that exceed the lesser of
$50,000 or 10% of the total annual salary and bonus reported for the
named executive officer in the above table. Mr. Ehler's other Annual
Compensation in 1999 represents the market value at date of grant of
7,863 shares of common stock.
(3) The restricted stock included in the table in 1997 represents
the market value of the entire stock award on the date of grant
pursuant to the terms of the Company's Restricted Stock Plan, even
though no shares were vested as of such date. The values indicated
are not necessarily indicative of the actual values which may be
realized by the Named Executive Officers. Mr. Ehler's restricted
stock is scheduled to vest at the rate of 25,000 shares per year
over a three year period ending December 31, 1999. Mr. Hansen's
restricted stock is scheduled to vest as follows: 33,333 shares in
1997, 66,667 shares in 1998, 33,333 shares in 1999, and 33,334
shares in 2000. The restricted stock becomes vested when and if Plan
vesting requirements are attained. Dividends are paid on the
restricted stock at the same time and same rate as paid to all
Common Stockholders and such shares may be voted. In 1998, the
Company released all restricted stock from the Restricted Stock Plan
and reissued the stock to the named executives.
(4) Stock options are granted under the terms and provisions of the
1999 Employee Stock Option Plan. For a description of the stock
options see "Executive Compensation-Options Granted in Year Ended
December 31, 1999".
Compensation Agreements
-----------------------
The Company is party to a one year renewable employment
agreement, (the "Employment Agreement") with Howard L. Ehler, Jr.
(the "Executive"). Mr. Ehler serves as Executive Vice President,
Principal Executive Officer and Chief Financial Officer of the
Company at a current base salary of $130,000. The Employment
Agreement provides for automatic renewal for additional one year
periods on July 1st of each year, unless the Company or Executive
notifies the other party of such party's intent not to renew at
least 90 days prior to each June 30 of the initial term and any
extended term thereafter. The Executive receives a car allowance, as
well as certain other benefits, such as health and disability
insurance. The Executive is also entitled to receive incentive
compensation based upon targets formulated by the Compensation
Committee.
Prior to a Change in Control (as defined in the Employment
Agreements), the Company has the right to terminate the Employment
Agreement, without cause, at any time upon thirty days written
notice, provided the Company pays to the Executive a severance
payment equivalent to 50% of his then current annual base salary. As
part of
40
<PAGE>
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.
IMPERIAL INDUSTRIES, INC.
May 12, 2000 By: /s/ Howard L. Ehler, Jr.
----------------------------
Howard L. Ehler, Jr., Executive Vice
President/Principal Executive Officer
Pursuant to the requirements of the Securities and 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.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ S. Daniel Ponce Chairman of the Board of May 12, 2000
- ------------------------ Directors
S. Daniel Ponce
/s/ Lisa M. Brock Director May 12, 2000
- ------------------------
Lisa M. Brock
/s/ Milton J. Wallace Director May 12, 2000
- ------------------------
Milton J. Wallace
/s/ Morton L. Weinberger Director May 12, 2000
- ------------------------
Morton L. Weinberger
/s/ Howard L. Ehler, Jr. Executive Vice President, May 12, 2000
- ------------------------ Secretary, Principal
Howard L. Ehler, Jr. Executive Officer and
Chief Financial Officer
/s/ Betty J. Murchison Assistant Vice President May 12, 2000
- ------------------------ and Principal Accounting
Betty J. Murchison Officer
</TABLE>
49
