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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment Number 2 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, 1992 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
1,905,590 Shares Were
Outstanding on January 31, 1993
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, 1993, the approximate aggregate market value of the
voting stock held by non-affiliates of the Company was $1,904,784.
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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, 1992:
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 61 Executive Vice President 1981
Operations and Director
Lee R. Marks 57 Secretary, Director 1987
Thomas P. Meloy, Jr., Ph.D. 67 Director 1977
Jerry W. Rayburn 52 Executive Vice President 1977
Finance, Treasurer and
Director
Henry Zenzie 63 President, Director 1968
</TABLE>
Business Experience
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The principal occupation of each director and nominee for the last five
years and directorship held by each such person is 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.
Jerry W. Rayburn is Executive Vice President, Finance and Treasurer of the
Corporation.
Thomas P. Meloy, Jr., Ph.D. is Benedum Professor, West Virginia University
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, NY from 1978.
There are no family relationships between any director, executive officer
or director nominee.
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Certain Relationships and Related Transactions
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The law firm of Ginsburg, Feldman and Bress, Chartered, of which Lee R.
Marks, a Director and Nominee Director of the Corporation, is a member, received
fees in fiscal 1992 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 1993.
Meetings and Committees of the Board of Directors
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The Board of Directors held two meetings in the fiscal year ended December
31, 1992. One Director, Dr. Meloy, did not attend the first meetings.
The Board of Directors has no standing audit, nominating, compensation or
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 the fiscal year ended
December 31,1992 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 $151,347
Robert Bonner Vice President $ 85,105
Frank Hamby Vice President $ 85,105
Deimar R. Rader Vice President $ 85,105
Jerry W. Rayburn Executive Vice President $151,346
Henry Zenzie President $ 84,021
All Executive Officers
as a group (6 persons) $642,029
</TABLE>
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Compensation Pursuant to Plans
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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 matches 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. The Isomet Corporation 1992 Stock Option Plan
(the "Plan") was approved by the Board of Directors of the Corporation and a
majority of the Corporation's stockholders at the Corporation's Annual Meeting
on June 4,1992, and became effective immediately. The Plan superseded the
Company's previous incentive stock option plan in its entirety. The Plan
includes certain provisions not contained in the former plan, the most
substantive of which is the inclusion of "Nonqualified Options" (which shall
mean options that are not intended to be "incentive stock options" within
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")).
Nonqualified Options may be granted with exercise prices less than the fair
market value on the date of the grant and need not be exercised in the order
granted, as must Incentive Options.
Description of the Plan
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ELIGIBLE PARTICIPANTS. All officers, directors and employees of the
Corporation are eligible to receive options, but only employees are eligible to
receive "Incentive Options" (options intended to be "incentive stock options"
within Section 422 of the Code). No Incentive Options will be granted to any
participant who owns more than ten percent (10%) of the voting power of the
Corporation.
FEDERAL INCOME TAX CONSEQUENCES. An optionee has no tax consequences from
the grant of a Nonqualified Option. Upon exercise of a Nonqualified Option, the
optionee has compensation income taxable at ordinary income rates on the amount
by which the fair market value of the shares received, as of the date of
exercise, exceeds the exercise price. The Corporation is entitled to a deduction
equal to the amount of compensation income to the optionee as long as income
taxes are withheld on the optionee's compensation income. Upon the sale of
Common Stock acquired through the exercise of a Nonqualified Option, any
difference between the amount realized and the fair market value of the Common
Stock, as of the date of the exercise, will be capital gain or loss.
An employee is not taxed upon the grant of an Incentive Option. Except for
the possible imposition of the alternative minimum tax, an employee is not taxed
on the exercise of an Incentive Option. The Corporation is not entitled to a
deduction with respect to an Incentive Option unless the optionee engages in a
disqualifying disposition, as described below. Upon a sale of shares acquired
upon exercise of an Incentive Option, the employee will recognize capital gain
or loss, as the case may be, equal to the difference between the amount realized
on the sale and the exercise price, provided the sale occurs at least two (2)
years after the grant of the Incentive Option and at least one (1) year after
the exercise of the Incentive Option. If these holding periods are not
satisfied, the sale of shares acquired upon exercise of an Incentive Option is a
"disqualifying disposition".
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If the sale is a disqualifying disposition, the excess of the fair market
value of the shares on the date the Incentive Option was exercised over the
exercise price is compensation income taxable at ordinary income tax rates and
any excess of the sale price of the shares over the fair market of the shares on
the date the Incentive Option was exercised would be capital gain. The
Corporation would then be entitled to a deduction equal to the amount of
compensation income taxable to the optionee. The excess of the fair market value
of the shares at the time of exercise over the exercise price of the Incentive
Option increases the optionee's alternate minimum taxable income.
ADMINISTRATION. The Plan is administered by the Board of Directors of the
Corporation. The Board has the authority to determine which officers, directors
and 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
for the Incentive Options is the fair market value of the Corporation's Common
Stock on the date of grant. The option prices for Nonqualified Options vary and
are determined by the Board of Directors.
Options granted under the Plan are exercisable only to the extent they are
vested. The Board of Directors establishes vesting schedules, which are and will
be set forth in the individual option agreements. Options granted under the Plan
terminate within three (3) months after severance of the optionees employment or
other affiliation with the Corporation for any reason, other than death and are
not transferable except by will or intestate succession. Options must be
granted under the Plan on or before the tenth (10th) anniversary of the Plan,
the termination date of the Plan. Termination dates, other than as described
above, may be set forth in the individual option agreement. If there is no
termination date in an individual option agreement, all options will expire ten
(10) years after the date of grant. All Incentive Options will expire no later
than ten (10) years from the date of grant.
MARKET PRICE OF COMMON STOCK. The bid and asked price of the Common Stock
that may be issued upon exercise of the options was $1 1/4 and $1 7/8,
respectively, on the over-the-counter market as quoted by NASDAQ at the close of
business on January 31,1993.
OPTIONS OUTSTANDING. As set forth in the table below, Nonqualified Options
to purchase 125,000 shares are currently outstanding to certain officers and
directors of the Corporation and are deemed to have been granted pursuant to the
Plan. The exercise price of all such outstanding options is $1.75 per share
(the fair market value of the shares on the date of grant). All options granted
terminate seven (7) to ten (10) years from the date of grant. Of the 125,000
total options outstanding, 97,500 are exercisable only upon the occurrence of
specified future event; 27,500 are exercisable at any time prior to termination.
In addition, the Board of Directors has granted options for non-officer
employees to purchase 14,500 shares under the Plan at an exercise price of $1.75
per share. These options terminate seven (7) years from the date of grant.
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<TABLE>
<CAPTION>
COMMON STOCK
PERSON SHARES SUBJECT OPTIONS
OR GROUP TO OPTIONS EXERCISED
- -------- -------------- ---------
<S> <C> <C>
Henry Zenzie 40,000 -0-
Executive Officer, Director
Leon Bademian 30,000 -0-
Executive Officer, Director
Jerry W. Rayburn 30,000 -0-
Executive Officer, Director
All Executive Officers 100,000 -0-
As A Group
All Directors Who Are Not 25,000 -0-
Executive Officers As A
Group
All Employees (Including All 114,500 -0-
Current Non-Executive
Officers) As A Group
</TABLE>
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ITEM XII SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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<TABLE>
<CAPTION>
Name of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership/1/ of Class/2/
- ---------------- ----------------------- -----------
<S> <C> <C>
Leon Bademian
Officer, Director
and Nominee 1,050 --
Lee R. Marks,
Officer, Director
and Nominee 9,833/3/ .51
Thomas P. Meloy, Jr.
Director and Nominee
413 Jefferson Street
Morgantown,WV 26505 141,103/4/ 7.37
Henry Zenzie
Officer, Director
and Nominee 561,766/5/ 29.33
All directors and officers as a
group (8 persons) 719,852 37.24
</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 1,905,590 shares of Common Stock outstanding at
April 20, 1993, 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. Marks has an option to acquire within 60
days of April 20, 1993.
/4/ Includes 10,000 shares that Mr. Meloy has an option to acquire within 60
days of April 20, 1993.
/5/ Includes 135,566 shares to which Mr. Zenzie disclaims beneficial ownership
and 10,000 shares that Mr. Zenzie has an option to acquire within 60 days of
April 20,1993.
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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 2 to Form 10-K for the fiscal
year ended December 31, 1992 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
