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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment Number 1 to Form 10-K
Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
For Fiscal Year Ended Commission File Number
December 31, 1988 0-4671
ISOMET CORPORATION
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State of Incorporation IRS Employer Identification
New Jersey No. 22-1591074
Address of Principal Executive Offices
5263 Port Royal Road
Springfield, Virginia 22151
Company's Telephone Number: (703) 321-8301
Securities Registered Pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock
Par Value $1.00
1,896,340 Shares Were
Outstanding on January 31, 1989
Indicate by check mark whether the Company (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 Company 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 regulations S-K is not contained herein, and will not be
contained, to the best of registrant 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]
On January 31, 1989, the approximate aggregate market value of the
voting stock held by non-affiliates of the Company was $6,423,865.
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The Company hereby amends the following portion of the Company's Form 10-K
for the fiscal year ended December 31, 1988:
PART III
ITEM X DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
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The following table sets forth certain information regarding each
director and nominee.
<TABLE>
<CAPTION>
POSITION WITH
NOMINEE AGE THE CORPORATION SINCE
- ------- --- --------------- -----
<S> <C> <C> <C>
Leon Bademian 56 Executive Vice President 1981
Operations and Director
Lee R. Marks 53 Secretary, Director 1987
Thomas P. Meloy, Jr., Ph.D. 63 Director 1977
Jerry W. Rayburn 48 Executive Vice President 1977
Finance, Treasurer and
Director
Henry Zenzie 59 President, Director 1968
</TABLE>
Business Experience
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The principal occupation of each director and nominee for the last five
years and directorships held by each such person as follows:
Leon Bademian is Executive Vice President Operations and Technical Director
of the Corporation.
Lee R. Marks is a member of the law firm of Ginsburg Feldman and Bress
Chartered.
Thomas P. Meloy, Jr. Ph.D. is Benedum Professor, West Virginia University.
Jerry W. Rayburn is Executive Vice President, Finance and Treasurer of the
Corporation.
Henry Zenzie is President of the Corporation. He is also a private
investor in Henry Zenzie & Company, Princeton, NJ. Prior to joining the
Corporation as President in 1981, Mr. Zenzie was Senior Vice President of
Prescott, Ball and Turben, New York, New York from 1978.
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Family Relationships
There are no family relationships between any director, executive officer
or director nominee.
Certain Relationships and Related Transactions
The law firm of Ginsburg, Feldman and Bress, Chartered, of which Lee R.
Marks, a Director and Nominee Director of the Corporation, is a partner,
received fees in fiscal 1988 for legal services rendered to the Corporation. It
is anticipated that Ginsburg, Feldman and Bress will continue to provide legal
services to the Corporation, to be billed at the law firm's usual hourly rates,
in 1989.
Meetings and Committees of the Board of Directors
The Board of Directors held one meeting in the fiscal year ended December
31, 1988, which was attended by four of the five directors.
The Board of Directors has no standing audit, nominating, compensation of
similar committee.
ITEM XI MANAGEMENT/RENUMERATION
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Cash Compensation
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The following table sets forth the aggregate amount of cash compensation
that the Corporation paid for services rendered during fiscal year ended
December 31, 1988 to (i) the executive officers of the Corporation whose annual
cash compensation exceeded $60,000, and (ii) all executive officers of the
Corporation as a group.
<TABLE>
<CAPTION>
NAME OF INDIVIDUAL CAPACITIES IN CASH
OR NUMBER IN GROUP WHICH SERVED COMPENSATION
- ------------------ -------------- ------------
<S> <C> <C>
Leon Bademian Executive Vice President $110,506
Robert Bonner Vice President $ 63,394
Frank Hamby Vice President $ 63,394
Delmar R. Rader Vice President $ 63,394
Jerry W. Rayburn Executive Vice President $110,506
Henry Zenzie President $ 75,253
All Executive Officers
as a group (6 persons) $483,447
</TABLE>
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Compensation Pursuant to Plans
401(k) Plan and Trust. On December 16, 1987, the Board of Directors
approved and adopted the Isomet Corporation 401(k) Plan and Trust (the "401(k)
Plan") on behalf of the Corporation, effective as of January 1, 1988.
The 401(k) Plan is a tax qualified defined contribution plan under which
employees may defer up to 15% of their compensation on a pre-tax basis to the
401(k) Plan. The Corporation is required to match each employee's salary
deferrals up to 2% of the employee's compensation. The 401(k) Plan also allows
the Corporation to make discretionary profit sharing contributions to the 401(k)
Plan, which is to be allocated to participants in proportion to the employee's
total compensation.
Incentive Stock Option Plan. On March 30, 1983, the Board of Directors
adopted the Isomet Corporation Incentive Stock Option Plan (the "Plan"),
effective as of August 11, 1982. The Plan was approved by the holders of a
majority of the outstanding shares of the Corporation's common stock present, or
represented by proxy, at the Annual Meeting of Stockholders on May 5, 1983.
Under the Plan 150,000 shares of common stock are reserved for purchase by
eligible employees of the Corporation at a price not less than the fair market
value on the date of grant.
Description of the Plan
Eligible Participants. All key employees of the Corporation and its
subsidiaries who are selected by the Board of Directors are eligible to receive
options, other than an employee who owns more than 10% of the voting power of
the Corporation.
Federal Income Tax Consequences. All options granted under the Plan are
intended to qualify as "incentive stock options" under Section 422A of the
Internal Revenue Code of 1986, as amended. The Corporation is not entitled to a
business expense deduction with respect to options granted under the Plan. No
tax consequence results to an employee upon the grant or exercise of an option.
An employee will be taxed only when he sells stock acquired under the Plan and,
provided certain "holding period" requirements are met, the sale will be taxed
as a capital gain.
Administration. The Plan is administered by the Board of Directors of the
Corporation. The Board of Directors has the authority to determine which
employees of the Corporation will be granted options under the Plan and the
number of shares covered by each option.
Purchase of Common Stock - Price and Expiration Dates. The option price is
the fair market value of the Corporation's Common Stock on the date of grant.
Each option may be exercised in whole or in part at any time following the
first anniversary of the date of grant except that (i) the option shall be
exercisable for not more than one-fourth of the number of shares covered during
the second year following the date it is granted, (ii) the option shall be
exercisable for not more than one-half of the number of shares covered
(including any exercise pursuant to (i) above) during the third year following
the date it is granted, (iii) the option shall be exercisable for not more than
three-fourths of the number of shares covered (including any exercise pursuant
to (i) and (ii) above) during the fourth year following the date it is granted,
and (iv) the option shall be exercisable in full after four years from the date
it is granted; and provided further, that the optionee is still an employee.
The options granted under the Plan terminate within three months after
severance of the optionee's employment relationship with the Corporation for any
reason, other than death, and are not transferable except by
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will or intestate succession. Options must be granted under the Plan on or
before August 10, 1992, the termination date of the plan to the extent not
exercised, all options expire five years from the date of grant.
Market Price of Common Stock. The bid and asked price of the Common Stock
of the Corporation that may he issued upon exercise of the options was $5.00 and
$5.75 respectively on the over-the-counter market as quoted by NASDAQ at the
close of business on January 31, 1989 .
Options Outstanding. In fiscal 1988, the Board of Directors did not
authorize the grant of any options under the Plan. As of December 31, 1988,
87,875 shares were reserved for grant of future options under the plan. During
fiscal 1988, options to purchase 625 shares of common stock were exercised at
$1.75 per share on November 14, 1988. On that day, the bid and asked price of
the common stock of the Corporation was 5 1/4 and 6, respectively.
Options Outstanding and Exercised. The following table sets forth
information with respect to options granted under the Plan during the last three
fiscal years as to the person and groups identified therein.
<TABLE>
<CAPTION>
COMMON STOCK
PERSON SHARES SUBJECT AVERAGE PER SHARE OPTIONS
OR GROUP TO OPTIONS EXERCISE PRICE EXERCISED
- -------- -------------- ----------------- ---------
<S> <C> <C> <C>
Leon Bademian
Executive Officer, Director 15,000 $1.75 -0-
Jerry W. Rayburn
Executive Officer, Director 15,000 $1.75 -0-
Robert Bonner
Executive Officer 2,500 $1.75 -0-
Delmar Rader
Executive Officer 2,500 $1.75 -0-
Frank Hamby
Executive Officer 2,500 $1.75 -0-
All Executive Officers
as a Group 37,500 $1.75 -0-
All Directors who are not
Executive Officers as a Group -0- N/A N/A
All Employees (Including all
current non-Executive officers)
as a Group 61,000 $1.91 625
</TABLE>
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Nonqualified Stock Options. On June 2, 1988 the Board of Directors
approved the grant of non-qualified options to purchase common stock to certain
officers and directors of the Corporation as follows: (i) Henry Zenzie, 30,000
option shares; (ii) Leon Bademian, 30,000 option shares; (iii) Jerry W. Rayburn,
30,000 option shares; and (iv) Lee R. Marks, 7,500 option shares. The exercise
price for all options granted is $1.75 per share. These non-qualified options
terminate ten years from the date of grant and are exercisable only upon the
occurrence of a specified future event.
On May 28, 1987 the Board of Directors approved the grant of non-qualified
options to purchase common stock to certain officers and directors of the
Corporation as follows: (i) Thomas Meloy, Jr., 10,000 option shares; (ii) Henry
Zenzie, 10,000 option shares; and (iii) Lee R. Marks, 7,500 option shares. The
exercise price for all options granted in $1.75 per share (the fair market value
of the shares on the date of grant). The option shares were granted in
recognition of past and ongoing service to the Corporation. These nonqualified
options terminate seven years from the date of grant and are exercisable at any
time before then. Each of the options is evidenced by a separate option
agreement setting forth the terms and conditions of exercise of the option.
Compensation of Directors
Directors' Fees. The Corporation does not pay directors' fees.
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ITEM XII SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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<TABLE>
<CAPTION>
COMMON STOCK
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NAME OF AMOUNT AND NATURE PERCENT
BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP/1/ OF CLASS/2/
- ---------------- -------------------------- -----------
<S> <C> <C>
Leon Bademian
Officer, Director
and Nominee 8,550/3/ .45
Lee R. Marks
Officer, Director
and Nominee 9,833/4/ .52
Thomas P. Meloy, Jr.
Director and Nominee
413 Jefferson Street
Morgantown, WV 26505 147,264/5/ 7.72
Jerry W. Rayburn
Officer, Director
and Nominee 17,500/6/ .92
Henry Zenzie
Officer, Director
and Nominee 555,566/7/ 29.14
All directors and officers
as a group (8 persons) 752,313 38.65
</TABLE>
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/1/ Unless otherwise indicated each person has sole voting and investment power
with respect to the shares beneficially owned.
/2/ Calculated on the basis of 1.896 340 shares of Common Stock outstanding at
April 30, 1989, plus, in the case of the individual option holder additional
shares of Common Stock deemed to be outstanding because such shares may be
acquired within 60 days of that date through the exercise of outstanding
options.
/3/ Includes 7,500 shares that Mr. Bademian has an option to acquire within 60
days of April 30 1989.
/4/ Includes 7,500 shares that Mr. Marks has an option to acquire within 60
days of April 30 1989.
/5/ Includes 10,000 shares that Mr. Meloy has an option to acquire within 60
days on April 30, 1989.
/6/ Includes 7,500 shares that Mr. Rayburn has an option to acquire within 60
days of April 30, 1989.
/7/ Includes 135,566 shares as to which Mr. Zenzie disclaims beneficial
ownership and 10,000 shares that Mr. Zenzie has an option to acquire within 60
days of April 30, 1989.
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ITEM XIII CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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None other than set forth above.
SIGNATURES
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Pursuant to the requirement of The Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment Number 1 to Form 10-K for the fiscal
year ended December 31, 1988 to be signed on its behalf by the undersigned,
thereunto duly authorized.
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ISOMET CORPORATION
(Registrant)
Date: October , 1995 By:
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Jerry W. Rayburn
Executive Vice President
Finance and Treasurer and Director
