SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM 10-K/A-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 September 30, 1997 Commission File No. 0-12329
LCS INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-2648333
(State of incorporation) (I.R.S. employer identification number)
120 Brighton Road
Clifton, New Jersey 07012
(Address of principal executive offices) (zip code)
Registrant's telephone number: (973) 778-5588
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock ($.01 par value)
(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 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. [ ]
Aggregate market value of the voting and non-voting Common Stock
held by non-affiliates of the registrant, based on the average of high and low
sales prices for December 1, 1997: $70,719,894. The number of shares of Common
Stock ($.01 par value) outstanding as of December 1, 1997: 4,810,714.
DOCUMENTS INCORPORATED BY REFERENCE
None
<PAGE>
Introduction
On December 23, 1997, LCS Industries, Inc. ("LCS" or the
"Company"), a Delaware corporation, filed with the Securities and Exchange
Commission (the "Commission") its Annual Report on Form 10-K for its fiscal year
ended September 30, 1997 (the "1997 Form 10-K"). Pursuant to General Instruction
3 to Form 10-K ("General Instruction 3"), the information called for by Item 10
(insofar as it relates to Directors of the Company) and by Items 11, 12 and 13
of Part III of Form 10-K was not included in the body of the 1997 Form 10-K as
filed, but was incorporated by reference to the Company's Proxy Statement which
was expected to be filed with the Commission within the 120-day period referred
to in General Instruction 3. Because the Company is not in fact filing its Proxy
Statement within such 120-day period, this Form 10-K/A-1 amends the 1997 Form
10-K by deleting therefrom the caption and first paragraph of Item 10 and Items
11, 12 and 13 in their entirety, and substituting therefore the following
additions to Item 10 and the following replacements for Items 11, 12 and 13.
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<PAGE>
Item 10. Directors, Executives Officers and Significant Employees of the
Registrant.
The following is a list, as of December 1, 1997, showing the
names and ages of all the members of the Board of Directors , all positions and
offices with the Company held by each of them and the year from which each said
office has been continuously held.
Position with the Company
Name Age And Date from which Held
- ---- --- ------------------------
William Rella 55 President, Chief Operating Officer
and Director - 1997
President-Fulfillment Services - 1994
Bernard Ouziel 59 Director - 1983
Joseph R. Barbaro 52 Director - 1996
Mr. Ouziel has been a practicing attorney in private practice for
more than the last five years. Mr. Barbaro has been a partner in the accounting
firm of Phillips Gold and Company, LLP for more than the last five years.
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<PAGE>
Item 11. Executive Compensation
Summary Compensation Table
The following table sets forth, for the fiscal years indicated,
the cash and other compensation provided by the Company and its subsidiaries to
each of the named executive officers of the Company in all capacities in which
they served.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term All Other
Annual Compensation Compensation Compensation
------------------- ------------ ------------
Other Annual Awards
Name and Fiscal Salary Bonus Compensation Options
Principal Position Year ($) ($) ($) (#)2,3 ($)4
------------------ ---- --- --- --- ------ ----
<S> <C> <C> <C> <C> <C> <C>
ARNOLD J. SCHEINE(1) 1997 545,000 355,643(5) 960,000(6) 0 16,367
President & Chief 1996 550,299 369,876(5) 0 0 16,218
Executive Officer 1995 356,776 330,500 0 226,000 15,352
WILLIAM RELLA 1997 360,000 640,000 0 40,000 19,054
President & Chief 1996 360,000 437,576 0 0 14,679
Operating Officer 1995 240,000 437,500 0 40,000 14,679
MARVIN COHEN 1997 277,648 110,511 0 0 16,965
Senior Vice President & 1996 274,143 125,457 0 0 16,965
Secretary 1995 242,464 124,650 0 22,000 15,950
PAT R. FRUSTACI 1997 143,783 40,000 0 0 9,602
Vice President-Finance 1996 135,673 30,000 0 0 9,599
& Treasurer 1995 88,942 30,000 0 44,000 4,500
LON MANDEL 1997 180,000 449,747 0 0 8,894
President and CEO, 1996 180,000 506,609 0 0 8,876
The SpeciaLISTS Ltd. 1995 180,000 503,251 0 0 8,310
</TABLE>
(1) Deceased September 22, 1997.
(2) The Company does not grant SARs. All options granted were incentive or
non-qualified stock options.
(3) Stock options for the 1995 fiscal year have been adjusted, where
appropriate, to give effect to the 10% stock dividend paid in January, 1995
and the 2 for 1 stock split paid as a 100% stock dividend on October 24,
1995.
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<PAGE>
(4) Consists of (i) with the exception of Mr. Rella in 1996 and 1995, the
Company's matching contribution to the Company's 401(k) Plan, (ii) as to
Messrs. Scheine, Cohen and Rella, the total premiums on split-dollar
insurance policies during such fiscal year and (iii) as to Mr. Rella in
1997 and Messrs. Frustaci and Mandel, an automobile allowance and
associated costs.
(5) Effective October 1, 1995, the Company and a wholly owned group Company
entered into three year employment agreements with Mr. Scheine. The annual
base salaries under the agreements aggregate $545,000 along with other
benefits as are customarily given to executives of the Company. Mr. Scheine
received an annual bonus equal to two percent of the first five million
dollars of pre-tax income and three percent of pre-tax income in excess of
five million dollars. In fiscal 1996, a $6,000 loan previously made to Mr.
Scheine was forgiven.
(6) Represents death benefits payable under employment agreements, described
above, and other severance amounts due the late Mr. Scheine.
Stock Option Grants
The following table sets forth information concerning incentive
stock options granted, during the last fiscal year, to the named executive
officers.
<TABLE>
<CAPTION>
Potential Realizable Value
At Assured Annual Rates of
Stock Price Appreciation for
Individual Grants Option Term
----------------------------------------------------------------------- ----------------------------
% of Total
Options
Granted to Exercise or
Options Employees in Base Price Expiration
Name Granted (#) Fiscal Year ($/Sh) Date 5% ($) 10% ($)
---- ----------- ----------- ------ ---- ------ -------
<S> <C> <C> <C> <C> <C> <C>
William Rella 40,000 31 15.00 02/10/07 977,320 1,556,240
</TABLE>
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<PAGE>
Stock Option Exercises and Holdings
The following table sets forth information concerning incentive
stock options exercised during the last fiscal year and stock options held as of
the end of the last fiscal year by the named executive officers.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTIONS VALUES
Number of Value of Unexercised
Unexercised In-the-Money Options
Options at at
FY-End (#) FY-End ($)
------------- --------------------
Shares Acquired Exercisable/ Exercisable/
Name on Exercise (#) Value Realized ($) Unexercisable Unexercisable
---- --------------- ------------------ ------------- -------------
<S> <C> <C> <C> <C>
Estate of Arnold J. Scheine 110,000 1,196,250 380,000/0 3,528,880/0
Marvin Cohen 66,000 717,750 108,000/0 971,070/0
William Rella 0 0 108,000/60,000 1,546,968/265,000
Lon Mandel 0 0 0/0 0/0
Pat R. Frustaci 0 0 22,000/22,000 332,893/332,893
</TABLE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, to the knowledge of the Company,
certain information regarding the beneficial ownership of the Company's Common
Stock as of December 1, 1997 (except as otherwise noted in footnotes (5) and (6)
to such table): (i) by each person or group known by the Company to own
beneficially more than five percent of the Company's Common Stock; (ii) by each
Director of the Company; (iii) by each of the five most highly compensated
executive officers and other significant employees (the "named executive
officers") of the Company during the fiscal year ended September 30, 1997; and
(iv) by all officers, Directors and all other significant employees of the
Company as a group.
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<PAGE>
<TABLE>
<CAPTION>
Number of Percent
Name and Address(1) Shares(2) of Class
- ------------------- --------- --------
<S> <C> <C>
Estate of Arnold J. Scheine
1194 Hillsboro Mile
Hillsboro Beach, FL 33062 698,032(3) 13.7%
Marvin Cohen
120 Brighton Road
Clifton, New Jersey 07012 444,054(4) 9.1%
Heartland Advisors, Inc.
William J. Nasgovitz, President
790 North Milwaukee Street
Milwaukee, Wisconsin 53202 806,460(5) 16.8%
Bernard Ouziel
120 Brighton Road
Clifton, New Jersey 07012 92,300 1.9%
Joseph R. Barbaro
1140 Avenue of the Americas
New York, NY 10036 8,200 0.2%
Gerald A. King
100 Enterprise Place
Dover, Delaware 19901 306,005 6.4%
Lon Mandel
1200 Harbor Boulevard
Weehawken, New Jersey 07087 25,077 0.5%
Kennedy Capital Management, Inc.
10829 Olive Boulevard
St. Louis, Missouri 63141 351,175(6) 7.3%
Phyllis Stein
1200 Harbor Boulevard
Weehawken, New Jersey 07087 17,171 0.4%
William Rella
120 Brighton Road
Clifton, New Jersey 07012 194,629 4.0%
Pat R. Frustaci
120 Brighton Road
Clifton, NJ 07012 33,000 0.7%
All officers, Directors and
other significant employees
as a group (9 persons) 1,129,342 22.1%
</TABLE>
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<PAGE>
(1) Unless otherwise indicated, the named beneficial owner possesses sole
voting and dispositive power with respect to the shares.
(2) Assumes exercise of stock options presently outstanding and exercisable
within 60 days as follows: Estate of Mr. Scheine - 270,000; Mr. Cohen -
86,000; Mr. Ouziel - 52,700; Mr. Barbaro - 2,200; Mr. Rella - 108,000; Mr.
Frustaci - 33,000; all officers, Directors and other significant employees,
as a group 289,425.
(3) Includes 7,330 shares of Common Stock owned of record and beneficially by
Mrs. Scheine, 175,000 shares of Common Stock registered in the name of HAS
Investments, L.P. and 80,162 shares in the name of Scheine Holdings, L.P.,
limited partnerships created for estate planning purposes.
(4) Includes 2,200 shares of Common Stock owned of record and beneficially by
Mr. Cohen's wife as to which shares he disclaims beneficial ownership.
(5) Based on a statement on Schedule 13G dated December 8, 1997.
(6) Based on information obtained directly from Kennedy Capital Management as
of December 3, 1997.
Item 13. Certain Relationships and Related Transactions.
Mr. Ouziel, Director, performed legal services for the Company
during the fiscal year ended September 30, 1997 and was paid therefor the
aggregate sum of $56,500. The firm of Phillips Gold and Company, LLP, of which
Mr. Barbaro, Director, is a partner, performed accounting, tax and other
consulting services during the fiscal year ended September 30, 1997 and was paid
therefor the aggregate sum of $194,249.
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<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.
LCS INDUSTRIES, INC.
By: /s/William Pella
----------------
William Rella
President
Date: January 28, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on December 18, 1997.
Signature Title
--------- -----
/s/William Rella President (Principal Executive Officer) and Director
- -----------------
William Rella
/s/Pat R. Frustaci Vice President - Finance, Chief Financial Officer,
- ------------------ Treasurer and Assistant Secretary (Principal
Pat R. Frustaci Accounting Officer)
/s/Marvin Cohen Senior Vice President and Secretary
- ---------------
Marvin Cohen
/s/Joseph R. Barbaro Director
- --------------------
Joseph R. Barbaro
/s/Bernard Ouziel Director
- -----------------
Bernard Ouziel
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