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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
For the fiscal year ended September 30, 1997
or
/ / Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the period from __________ to __________
Commission file number 0-6890
MECHANICAL TECHNOLOGY INCORPORATED
------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 14-1462255
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
968 Albany-Shaker Rd, Latham, New York 12110
- ---------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (518)785-2211
Securities Registered Pursuant to Section 12(b) of the Act: NONE
Securities Registered Pursuant to Section 12(g) of the Act
$1.00 Par Value Common Stock
----------------------------
(Title of Class)
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. [ ]
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
--- ---
The aggregate market value of the registrant's Common Stock held by
nonaffiliates of the registrant on December 12, 1997 (based on the last
sale price of $5.125 per share for such stock reported by OTC Bulletin
Board for that date) was approximately $16,154,195.
As of January 22, 1998, the registrant had 5,905,861 shares of Common
Stock outstanding.
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<PAGE>
PART III
ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------------------------------
The information set forth under the caption "Executive Officers" in Item 1 of
the Form 10-K Report filed by the registrant with the Commission on December
22, 1997 is incorporated herein by reference.
DIRECTORS
At the Annual Meeting of Shareholders, eight Directors are to be elected to
fill the nine available positions, each to hold office until the next Annual
Meeting of Shareholders and until a successor shall be elected and shall
qualify.
Management's nominees for Directors, together with certain information
concerning them, are on the following pages.
Year First
Principal Occupation Became a
Name Age or Employment Director
- ------------------------ --- ---------------------------- ----------
Dale W. Church 58 Lawyer, private practice 1997
Edward A. Dohring 64 President, SVG Lithography 1997
Systems, Inc.
Alan P. Goldberg 52 President & Co-Chief 1996
Executive Officer,
First Albany Companies, Inc.
George C. McNamee 51 Chairman of the Board of the 1996
Company and Chairman & Co-Chief
Executive Officer, First Albany
Companies, Inc.
Dr. Martin J. Mastroianni 53 President and Chief Operating 1997
Officer of the Company
E. Dennis O'Connor 58 Director-New Products and 1993
Technology, Masco Corporation and
Registered Patent Attorney
Dr. Walter L. Robb 69 President, Vantage 1997
Management, Inc.
Dr. Beno Sternlicht 69 President, Benjosh Management 1996
Corporation
CERTAIN INFORMATION REGARDING NOMINEES
Mr. Church has practiced law in private practice, government, and corporate
environments for over 30 years with specialties in U.S. and international
government contracting, developing companies, mergers and acquisitions, and
joint ventures. He currently serves as General Counsel to the American
Electronic Association, as a Trustee of the National Security Industrial
Association, and as a director on various private corporations. His previous
experience includes working for the U.S. government's Central Intelligence
<PAGE>
Agency and Department of Defense and as corporate counsel to establish
several companies in the "Silicon Valley" of California.
Mr. Dohring has been Vice President of Silicon Valley Group, Inc. ("SVG")
since July 1992 and President of its SVG Lithography Systems, Inc. unit since
October 1994. From June 1992 to October 1994, he served as President of SVG's
Track Systems Division. He joined SVG from Rochester Instrument Systems,
Inc., where he served as President from April 1989 to June 1992. He has also
held management positions with General Signal, CVC Products, Bendix, Bell &
Howell and Veeco Instruments.
Mr. Goldberg is the President & Co-Chief Executive Officer and a Director of
First Albany Companies, Inc. ("FAC", see "Securities Ownership of Certain
Beneficial Owners" in the section entitled "Additional Information", below).
He is Chairman of the Board of Trustees of the Albany Institute of History
and Art, and a Director of the Center for Economic Growth and the Albany
Symphony Orchestra.
Mr. McNamee, Chairman of the Company's Board of Directors, is the Chairman &
Co-Chief Executive Officer and a Director of FAC (see "Securities Ownership
of Certain Beneficial Owners" in the section entitled "Additional
Information", below). Mr. McNamee is a member of the Board of Directors of
MapInfo Corporation, The Meta Group, Inc., and Internet Shopping Network,
Inc. He also serves on the Board of Directors of the New York State Science
and Technology Foundation, and is Chairman of the Regional Firms Advisory
Committee to the Board of the New York Stock Exchange.
Dr. Mastroianni was elected President and Chief Operating Officer of the
Company in December 1996. Prior to joining the Company, he served most
recently as a Director of Transmission Power Delivery for the Electric Power
Research Institute, where he was employed since 1992. Previously, from 1973
to 1992, he held senior management positions in the technology driven test
and measurement industries with Vacuum Components, Inc., Tenney Engineering,
Inland Vacuum Industries, Halocarbon Products, Inc., and Allied Signal
Corporation.
Mr. O'Connor has, since April 1984, been the Director of New Products and
Technology for Masco Corporation, Taylor, Michigan, a diversified
manufacturer of building and home improvement, and other specialty products
for the home and family. The Company understands that Mr. O'Connor
originally became a Director of the Company when he was selected by Masco
Corporation as its designee on the Company's Board of Directors pursuant to
agreements entered into in connection with the 1992 transaction by which
Masco sold 1,730,000 shares of the Company's Common Stock to subsidiaries of
the Lawrence Insurance Group, Inc., a former majority shareholder of the
Company. The Lawrence Insurance Group, Inc. subsidiaries agreed to vote
their shares to elect a designee of Masco to the Company's Board of Directors
so long as Masco remained liable under a guarantee it had executed in
connection with the Company's obligations under a line of credit.
Dr. Robb, now a management consultant and President of Vantage Management,
Inc., was until December 31, 1992, General Electric Company's("GE") Senior
Vice President for corporate research and development. He directed the GE
Research and Development Center, one of the world's largest and most
diversified industrial laboratories, and served on GE's Corporate Executive
Council. He serves on the Board of Directors of Marquette Electronics, Cree
Research, Celgene, Neopath and X-Ray Optical, Inc. He also serves on the
Advisory Council of the Critical Technology Institute and on the Council of
the National Academy of Engineering.
<PAGE>
Dr. Sternlicht, one of the founders of the Company, has been President of
Benjosh Management Corporation, a management firm in New York, New York,
since 1976. He previously served as a Director of the Company from 1961 to
1992. Prior to 1985, he held a number of positions with the Company. At the
time of his departure from the Company, he served as Vice Chairman of the
Board of Directors and Technical Director.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Directors and Executive Officers, and persons who own more than ten percent
of a registered class of the Company's equity securities, to file with the
Securities and Exchange Commission ("SEC") initial reports of ownership and
reports of changes in ownership of Common Stock and other equity securities
of the Company. Officers, Directors and greater than ten percent shareholders
are required by SEC regulation to furnish the Company with copies of all
Section 16(a) forms they file.
Based on Company records and other information, the Company does not believe
that all SEC filing requirements applicable to its Directors and Officers
with respect to the Company's fiscal year ended September 30, 1997 were
complied with.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Number Number of
Name of Forms Transactions
---- -------- ------------
Dale Church, Director (1) 1 1
Martin Mastroianni; President, Chief Operating
Officer, Director (1) 1 1
Beno Sternlicht, Director (1) 1 2
(1) Note, such forms were electronically filed with the SEC on a timely
basis, however, the filings were rejected. The filings were then made by
hard copy.
ITEM 11: EXECUTIVE COMPENSATION
- --------------------------------
EXECUTIVE COMPENSATION
The following table sets forth information with respect to the compensation
for services to the Company and its subsidiaries during the Company's fiscal
year ended September 30, 1997 (and during the Company's two prior fiscal
years), of each person who served as Chief Executive Officer during such
year, and of all other persons who served as executive officers of the
Company during such year whose total annual compensation exceeded $100,000.
<PAGE>
<TABLE>
- ------------------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
- ------------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG-TERM COMPENSATION
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
NAME AND POSITION OF FISCAL SALARY BONUS OTHER RESTRICT- SECURITIES ALL
PRINCIPAL YEAR ANNUAL ED UNDER- OTHER
COMP STOCK LYING COMP
AWARDS OPTIONS
(1) (#)
- ------------------------------------------------------------------------------------------------------------------
R. Wayne Diesel 1997 $200,000 $15,000 - None 35,100 $6,605
CEO (2)
- ------------------------------------------------------------------------------------------------------------------
1996 $200,000 None - None None $8,000
(2)
- ------------------------------------------------------------------------------------------------------------------
1995 $190,764 None - 12,500 None $4,452
(2)
- ------------------------------------------------------------------------------------------------------------------
Martin J. Mastroianni President 1997 $121,154 None - None 150,100 $-
& COO
(3)
- ------------------------------------------------------------------------------------------------------------------
Stephen Sullivan, President, 1997 $62,828 None - None None $16,615
Ling Electronics, Inc. (2)(4)
- ------------------------------------------------------------------------------------------------------------------
1996 $130,310 None - None None $4,840
(2)
- ------------------------------------------------------------------------------------------------------------------
1995 $139,617 None - None None $5,306
(2)
- ------------------------------------------------------------------------------------------------------------------
James Clemens, President, Ling 1997 $57,501 None - None 30,000 $32,123
Electronics, Inc. (5) (2)(6)
- ------------------------------------------------------------------------------------------------------------------
Douglas McCauley, Vice 1997 $115,000 $7,000 - None 15,100 $4,158
President Technology Group (2)
- ------------------------------------------------------------------------------------------------------------------
1996 $110,807 $7,500 - None None None
- ------------------------------------------------------------------------------------------------------------------
1995 $100,152 $5,000 - 625 None $1,669
(2)
- ------------------------------------------------------------------------------------------------------------------
Stephen T. Wilson, Chief 1997 $110,000 $10,000 - None 10,100 $3,594
Financial Officer (2)
- ------------------------------------------------------------------------------------------------------------------
1996 $107,903 $10,000 - None None $2,620
(2)
- ------------------------------------------------------------------------------------------------------------------
1995 $60,846 None - None None $-
- ------------------------------------------------------------------------------------------------------------------
Denis P. Chaves, Vice President, 1997 $120,673 $37,000 - None 25,100 $4,233
LAB and Advanced Products Div (2)
- ------------------------------------------------------------------------------------------------------------------
1996 $99,167 $37,000 - None None $3,966
(2)
<PAGE>
- ------------------------------------------------------------------------------------------------------------------
1995 $95,000 $10,000 - 625 None $3,800
(2)
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This column shows the market value on the date of grant of shares of the
Company's Common Stock awarded under the Company's Restricted Stock Incentive
Plan. The Plan expired on December 31, 1994. The restrictions on these shares
lapse on a scheduled basis as determined by the Board of Directors at the time
of grant or upon death. The recipient has voting and dividend rights to the
shares from the date of award. The aggregate holdings/value of shares of
Restricted Stock, as to which the restrictions have not lapsed, on September 30,
1997 (based on a price on that date of $3.47 per share) by the individuals
listed in this table, including the awards shown in this column, are: Mr.
Sullivan, 500 shares/$1,735; Mr. McCauley, 3,500 shares/$12,145. In November
1996, the Board of Directors took action to accelerate the vesting of shares
held by Messrs. Diesel (23,000 shares), McCauley (1,500 shares), and Chaves
(1,500 shares) that were still subject to restrictions under the Plan; as a
result, all restrictions under the Plan have lapsed as to all shares held by
Messrs. Diesel and Chaves, while 4,000 shares held by Mr. McCauley and 500
shares held by Mr. Sullivan remain subject to restrictions under the Plan.
(2) Represents Company matching contributions of $1.00 for each $1.00
contributed by the named individual to the 401(k) Savings Plan up to a maximum
of 4% of base pay.
(3) Dr. Mastroianni replaced Mr. Diesel as President and became Chief Operating
Officer of the Company on December 20, 1996.
(4) Represents payout of vacation pay in lieu of time off.
(5) Mr. Clemens replaced Mr. Sullivan as president of Ling Electronics, Inc.
on March 24, 1997.
(6) Includes a $30,000 loan by the Company to Mr. Clemens. The loan is
repayable in three equal annual installments of $10,000 plus interest at the
rate of 6.5%. The Company has agreed to pay Mr. Clemens an annual bonus equal
to the principal plus interest due on the promissory note, if Mr. Clemens
continues to be employed by the Company on March 24 of 1998, 1999 and 2000,
respectively. The Company also agreed to repay the note in full if Mr.
Clemens dies or becomes permanently disabled prior to the due date of the
final payment on the note.
The following table sets forth information concerning the grant of stock
options during the Company's fiscal year ended September 30, 1997 to each
person who served as Chief Executive Officer during such year, and all other
persons who served as executive officers of the Company during such year
whose total annual compensation exceeded $100,000.
<PAGE>
<TABLE>
OPTION GRANTS IN FISCAL 1997
<S> <C> <C> <C> <C> <C> <C>
Potential Realizable
Value
At Assumed Annual
Rates
of
Number of Percentage Stock Price
Shares of Total Exercise Appreciation for
Underlying Options Price Option Term
Name Options Granted to (per share) Expiration 5% ($) 10%($)
- ---- Granted Employees ----------- Date ------- -------
------- --------- ----
R. Wayne Diesel 35,000(1) 9.14% $3.44 6/30/00 $17,305 $36,180
100(2) 0.03% $2.44 12/20/06 $153 $389
Martin J. Mastroianni 30,000(3) 7.83% $2.44 12/20/06 $46,035 $116,662
100(2) 0.03% $2.44 12/20/06 $153 $389
120,000(3) 31.32% $2.50 07/15/07 $188,668 $478,123
James Clemens 15,000(4) 3.92% $3.44 08/27/07 $32,451 $82,237
15,000(5) 3.92% $2.44 03/24/07 $23,018 $58,331
Douglas McCauley 15,000(4) 3.92% $3.44 08/27/07 $32,451 $82,237
100(2) 0.03% $2.44 12/20/06 $153 $389
Stephen T. Wilson 10,000(6) 2.61% $3.44 12/20/99 $3,947 $8,148
100(2) 0.03% $2.44 12/20/06 $153 $389
Denis P. Chaves 25,000(7) 6.53% $3.44 08/27/07 $54,085 $137,062
100(2) 0.03% $2.44 12/20/06 $153 $389
</TABLE>
(1) Options may be exercised until June 30, 2000.
(2) Options may be exercised after December 20, 1997 and before December 20,
2007, except in the case of the death, disability or termination of an employee,
in which case options must be exercised sooner.
(3) Dr. Mastroianni was originally granted qualified options for 150,000
shares; 30,000 of which vested 6,000 per year for each of five years and
120,000 of which vested upon the attainment of certain defined profit targets.
As of July 15, 1997, Dr. Mastroianni's option agreement was amended to provide
that Dr. Mastroianni will receive a total of 150,000 qualified stock options
that will vest as follows: a) 30,000 will vest 20% per year commencing as of
December 20, 1996; b) 30,000 will vest at the rate of 33% per year beginning as
of July 15, 1997; c) 90,000 will vest, if certain profit targets are attained,
at the rate of 20,000 per year, for each of three years, commencing as of July
15, 1997, and 30,000 as of September 30, 2000.
(4) 25% or 3,750 shares, are exercisable each year beginning on August 27,1998.
(5) Options will vest and may be exercised based upon the attainment of certain
defined annual profit targets.
(6) Options may be exercised after December 20, 1997 and prior to December 20,
1999.
(7) 25% or 6,250 shares are exercisable each year beginning on August 27, 1998.
<PAGE>
<TABLE>
AGGREGATE OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES
<C> <C>
Number of Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Fiscal Options at
Year Fiscal Year
End (#) End ($)
------------------- -------------------
<S> <C> <C> <C> <C> <C> <C>
Shares
Acquired Value
on Realized Exercis- Unexercis Exercis- Unexercis
Name Exercise (#) ($) able -able able -able
- ---- ------------ -------- -------- --------- -------- ---------
R. Wayne Diesel 0 0 35,000 100 $1,050 $103
Martin J. Mastroianni 0 0 16,000 134,100 $15,880 $131,523
James Clemens 0 0 0 30,000 0 $15,900
Douglas McCauley 0 0 0 15,100 0 $553
Stephen T. Wilson 0 0 0 10,100 0 $403
Denis P. Chaves 0 0 0 25,100 0 $853
</TABLE>
<PAGE>
COMPENSATION COMMITTEE REPORT
COMPENSATION POLICIES FOR OFFICERS. The Company's compensation program for
executive officers and employee Directors currently consists of an annual
salary and bonus payments that are primarily designed to reward performance.
For the fiscal year 1997, the Committee used the following criteria in making
compensation decisions for executive officers:
* Company and individual affiliate financial performance.
* Identification and implementation of strategies and programs
that result in increased revenue, decreased cost or improved
share value.
* Implementation of programs to improve working capital and cash
flow, and to focus the Company's product offerings such that
they compliment the Company's technology resources.
CHIEF EXECUTIVE OFFICER COMPENSATION. Effective July 1, 1997, Mr. Diesel
resigned as Chief Executive Officer and became special assistant to the
chairman of the Board of Directors. The Company does not currently have a
Chief Executive Officer. Mr. Diesel was Chief Executive Officer from
February 1994 to July 1997 and President from February 1994 to December 1996.
He was recruited from outside the Company and had previously held senior
management positions in the insurance and banking industries, and with the
State of New York. The compensation package offered Mr. Diesel took into
consideration his experience and expertise; the size, diversity and needs of
the business; and compensation levels at companies of comparable size and
industry. The compensation package included: (1) a base salary, effective
February 4, 1994; (2) the potential for cash incentive bonuses based on
performance; and (3) stock grants under the Company's Restricted Stock
Incentive Plan. For the period October 1, 1994 through September 30, 1997
there were no changes to his annual compensation. In fiscal 1997, Mr. Diesel
was awarded a bonus of $15,000. The Committee also took action in November
1996 to accelerate the vesting of 23,000 shares held by Mr. Diesel that were
still subject to restrictions under the Restricted Stock Incentive Plan; as a
result, all restrictions under the Plan have lapsed as to all shares held by
Mr. Diesel. In addition, on August 27, 1997, the Committee awarded Mr.
Diesel 35,000 non-qualified options for the Company's common stock. This
award was based upon Mr. Diesel's service to the Company and the Company's
improved financial condition (see "Employment Agreements" in the section
entitled "Certain Relationships and Related Transactions", below).
Effective December 20, 1996, Dr. Martin Mastroianni replaced Mr. Diesel as
President and became Chief Operating Officer of the Company. Dr. Mastroianni
was recruited from outside the Company and held previous management positions
in the energy and the test and measurement industries, including positions
with the Electric Power Research Institute, Vacuum Components, Inc., Tenney
Engineering, Inland Vacuum Industries and Allied Signal. The compensation
package offered to Dr. Mastroianni includes (1) an annual base salary; (2)
the potential for cash incentive bonuses based on performance; and (3) option
grants under the Company's Incentive Stock Option Plan. For the period
December 20, 1996 through September 30, 1997, there were no changes to Dr.
Mastroianni's annual compensation and a cash incentive bonus of $50,000 was
accrued but not paid as of September 30, 1997. Dr. Mastroianni was, however,
awarded qualified options for 30,000 shares, plus an additional 120,000
shares if certain performance targets were met, at an exercise price of $2.44
per share. The award was amended on July 15, 1997, to (1) redefine the
<PAGE>
profit targets; (2) reprice the exercise price for the 120,000 shares at
$2.50 per share; and (3) permit vesting of 30,000 of the 120,000 shares based
on the Company's performance in fiscal 1997.
Compensation Committee
Mr. Alan P. Goldberg
Dr. Beno Sternlicht
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee ("Committee") approves all of the policies under
which compensation is paid or awarded to the Company's officers and employee
Directors. The Committee, in fiscal 1997, consisted of Messrs. Goldberg,
Landgraf and Apkarian, until April 16, 1997, and thereafter consisted of Mr.
Goldberg and Dr. Sternlicht.
Mr. Goldberg is Co-Chief Executive Officer of First Albany Companies, Inc.
("FAC"). (See "Security Ownership of Certain Beneficial Owners" and "Certain
Relationship and Related Transactions", below).
Mr. Apkarian is a former Chief Executive Officer of the Company. Mr.
Apkarian was Chief Executive Officer of the Company from 1961 until 1991 and
was Chairman of the Board of Directors from 1984 until his resignation from
his position in August 1993. Mr. Apkarian has not served on the Board or the
Compensation Committee since April 1997. Mr. Apkarian did not vote on
matters pertaining to his own compensation.
EMPLOYMENT AGREEMENTS
The Company had an employment agreement with Mr. Diesel which provided that
Mr. Diesel would receive an annual base salary of $200,000 and was eligible
to receive incentive compensation at the discretion of the Compensation
Committee. This agreement expired in February 1997. Per this agreement, Mr.
Diesel was awarded an initial grant under the Company's Restricted Stock
Incentive Plan of 10,000 shares; in December 1994, the Committee awarded Mr.
Diesel an additional 25,000 shares under such Plan. In addition, on August
27, 1997 the Company awarded Mr. Diesel 35,000 options for shares, pursuant
to the Company's Incentive Stock Option Plan. The agreement also stated that
if Mr. Diesel was removed from the position of President and CEO for reasons
other than cause during his first three years of employment, the Company will
pay him severance payments equivalent to a maximum of one year's base salary
plus insurance benefits. Effective December 20, 1996, Mr. Diesel resigned as
President of the Company. Effective July 1, 1997, Mr. Diesel resigned as
Chief Executive Officer of the Company and became a special assistant to the
Chairman of the Board of the Company. On December 19, 1997, the Company
entered into an agreement with Mr. Diesel regarding termination of his
employment. The agreement provides that Mr. Diesel will receive: a) total
salary payments from the Company of $42,308, b) 401k matching payments of
$4,615.38; c) insurance benefits through December 31, 1997; d) a lump sum
severance payment of $95,615; and e) vesting of the 35,000 non-qualified
stock options awarded to Mr. Diesel on August 27, 1997.
The Company has an agreement with Dr. Mastroianni which provides that Dr.
Mastroianni will receive an annual base salary of $150,000. The agreement
also states that if Dr. Mastroianni is removed from the position of President
for reasons other than cause during his first three years of employment, the
Company will pay him severance payments equivalent to a maximum of one year's
<PAGE>
base salary. Per this agreement, Dr. Mastroianni was awarded initial stock
options under the Company's Incentive Stock Option Plan for 30,000 shares
plus up to 120,000 additional shares, based upon achievement of certain
defined profit targets for fiscal 1997. In July 1997, Dr. Mastroianni's
Option Agreement was amended to vest Dr. Mastroianni in an additional 30,000
shares, change the defined profit targets for the remaining 90,000 shares,
and change the exercise price for the full 120,000 shares. (See "Option
Grants in Fiscal Year 1997" in the section entitled "Executive Compensation",
above).
The Company also entered into an agreement with Mr. James Clemens, President
of Ling Electronics, Inc. ("Ling"). The agreement provides that Mr. Clemens'
annual base salary will be $115,000, subject to adjustment by the Committee,
from time to time. In addition, Mr. Clemens is eligible to receive incentive
compensation of 3% of annual pre-tax income of Ling up to $1,000,000, and 2%
of annual pre-tax income of Ling in excess of $1,000,000. The agreement also
grants Mr. Clemens non-qualified stock options for 15,000 shares of the
Company's common stock (see "Executive Compensation - Option Grants in Fiscal
Year 1997", above). In addition, the Company agreed to advance Mr. Clemens
$30,000 pursuant to a promissory note, payable in three annual installments
of $10,000 plus interest at the rate of 6.5%. The Company agreed to award
Mr. Clemens an annual bonus equivalent to the payments due on the note if Mr.
Clemens is still employed by the Company on March 24, 1998, 1999 and 2000,
respectively. If Mr. Clemens dies or is disabled prior to the due date of
the note, the full amount due on the note will be bonused to Mr. Clemens.
The Company also had an agreement with Mr. Apkarian. This agreement provided
that Mr. Apkarian would continue as an employee and a Director of the Company
at an annual salary of $130,000. The agreement also provided an annual bonus
of $10,000 which he would use to purchase $250,000 of term life insurance.
In addition, the agreement provided for the payment of club dues and the use
of a Company automobile for which Mr. Apkarian paid 50% of the lease
payments. As the result of Mr. Apkarian's retirement on September 30, 1997,
all obligations pursuant to this agreement have terminated, however, the
Company is required to continue to pay 50% of Mr. Apkarian's lease payments
on his automobile until June 1998, at which time the Company will purchase
the automobile and give it to Mr. Apkarian.
DIRECTORS COMPENSATION
Directors who are not officers or employees receive Director's fees of $750
for each Board meeting attended. Directors also are reimbursed for travel
expenses incurred in attending meetings.
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- ------------------------------------------------------------------------
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of shares of the Company's Common Stock by (i) each
Director and nominee for Director of the Company, (ii) each named executive
officer described in the section of this Amended Annual Report on Form 10-K/A
captioned "Executive Compensation", (iii) all present Directors and Officers
of the Company as a group, and (iv) each person who is known to the
registrant to be the beneficial owner of more than 5% of any class of the
registrant securities as of January 22, 1998.
<PAGE>
5,905,861 SHARES OUTSTANDING
Name of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership(1)(2) Class
------------------- --------------------------- ----------
Denis P. Chaves 27,700(3) *
Dale W. Church 50,000(4) *
James R. Clemens 30,000(5) *
R. Wayne Diesel 70,200(6) 1.2%
Edward A. Dohring 15,000(4) *
Alan P. Goldberg 2,165,773(7) 36.7%
Douglas McCauley 15,100(8) *
George C. McNamee 2,245,698(9)(7) 38.0%
Martin J. Mastroianni 170,100(10) 2.9%
E. Dennis O'Connor 40,000 *
Dr. Walter L. Robb 24,500(4) *
Dr. Beno Sternlicht 273,050(4)(11) 4.6%
Stephen Sullivan 1,000(2) *
Stephen T. Wilson 10,100(12) *
All present Directors and
Officers as a group (12 persons) 3,091,423 52.3%
- -------------------------------------
* Percentage is less than 1.0% of the outstanding Common Stock.
(1) To the best of the Company's knowledge, based on information reported by
such Directors and Officers or contained in the Company's shareholder records,
except as otherwise indicated, each of the named persons is presumed to have
sole voting and investment power with respect to all shares shown. None of the
Company's present Directors or Officers other than Messrs. Goldberg and McNamee,
Dr. Mastroianni, Mr. Church and Dr. Sternlicht (see "Security Ownership of
Certain Beneficial Owners", below) beneficially own more than 1% of the
Company's outstanding Common Stock; all present Directors and Officers as a
group beneficially own, in the aggregate, approximately 52.3% of the Company's
outstanding Common Stock.
(2) Includes shares granted under the Company's Restricted Stock Incentive Plan
which are still subject to forfeiture as follows: Mr. McCauley, 3,500 shares;
and Mr. Sullivan, 500 shares. All present Directors and Officers as a group,
3,500 shares.
(3) The individual has the right to acquire 25,000 shares pursuant to an option
granted on August 27, 1997 and 100 shares pursuant to an option granted on
December 20, 1996.
(4) The individual has the right to acquire 10,000 shares pursuant to an option
granted on April 16, 1997.
(5) The individual has the right to acquire 15,000 shares pursuant to an option
granted on August 27, 1997 and 15,000 shares pursuant to an option granted March
24, 1997.
(6) Includes 100 shares held by Mr. Diesel's wife as custodian for their minor
child; Mr. Diesel disclaims beneficial ownership of such shares. The individual
has the right to acquire 35,000 shares pursuant to an option granted August 27,
1997 and 100 shares pursuant to an option granted December 20, 1996.
<PAGE>
(7) Includes 2,035,698 shares owned by First Albany Companies Inc.; see
"Security Ownership of Certain Beneficial Owners". However, Messrs. McNamee
and Goldberg disclaim beneficial ownership of such shares.
(8) The individual has the right to acquire 15,000 shares pursuant to options
granted on August 27, 1997 and 100 shares pursuant to options granted on
December 20, 1996.
(9) Includes 10,000 shares owned by Mr. McNamee's wife. Mr. McNamee disclaims
beneficial ownership of those shares.
(10) The individual has the right to acquire up to 150,000 shares pursuant to
stock options granted on December 20, 1996 as amended on July 15, 1997, and 100
shares pursuant to options granted on December 20, 1996.
(11) Includes 26,650 shares owned by Dr. Sternlicht's wife and 10,150 shares
held by Dr. Sternlicht's wife as custodian for their children; Dr. Sternlicht
disclaims beneficial ownership of such shares.
(12) This individual has the right to acquire 10,000 shares pursuant to options
granted on August 27, 1997 and 100 shares pursuant to an option granted on
December 20, 1996.
<PAGE>
DIRECTORS COMPENSATION
Directors who are not officers or employees receive Director's fees of $750
for each Board meeting attended. Directors also are reimbursed for travel
expenses incurred in attending meetings.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information as of January 22, 1998 in respect
of each person known by the Company to be the beneficial owner of more than
5% of its outstanding Common Stock.
Amount of
Beneficial Percent
Name Address Ownership of Class
- --------------- ------------------ ------------ --------
First Albany 30 South Pearl St. 2,035,698(A) 34.5%
Companies, Inc. Albany, N.Y. 12207
(A) Messrs. McNamee and Goldberg may be deemed the beneficial owners of at
least a portion of the shares owned by First Albany Companies, Inc. ("FAC").
However, Messrs. McNamee and Goldberg disclaim such beneficial ownership.
As discussed more fully under "Certain Relationships and Related
Transactions", below, FAC acquired certain rights to a term loan due from
FCCC (the finance company to whom the Company was obligated under a note
payable), and the Company and FAC entered into an agreement dated as of
December 27, 1996 under which the Company issued to FAC 1.0 million shares of
Common Stock in full satisfaction of the note payable.
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------
At September 30, 1997, First Albany Companies, Inc. ("FAC") owned
approximately 32.3% of the Company's Common Stock.
During fiscal 1997, First Albany Corporation, a wholly owned subsidiary of
FAC, provided financial advisory services in connection with the sale of the
L.A.B. Division, for which First Albany Corporation was paid a $75,000 fee.
During fiscal 1997, the Company and FAC entered into an agreement dated as of
December 27, 1996, under which the Company issued to FAC 1.0 million shares
of Common Stock in full satisfaction of the note payable to FAC by First
Commercial Credit Corporation ("FCCC"), thereby extinguishing the Company's
indebtedness to FCCC under that certain Note Payable, due December 31, 1996
("Note Payable"); at December 27, 1996, the Note Payable to FCCC had an
outstanding principal balance of $3.0 million and accrued interest of $1.1
million. On December 27, 1996, the last sale price of the Company's Common
Stock, as quoted on the OTC Bulletin Board, was $2.00 per share.
<PAGE>
PART IV
ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- --------------------------------------------------------------------------
(a) The financial statements filed herewith are set forth on the Index to
Consolidated Financial Statements on page F-1 of the separate financial
section which accompanies this Report, which is incorporated herein by
reference.
The following exhibits are filed as part of this Report:
Exhibit
Number Description
------- -----------
2.1 Purchase Agreement, dated as of November 23,
1994, among the Registrant, ProQuip Inc. and
Phase Metrics.(7)
3.1 Certificate of Incorporation of the registrant,
as amended.(1)
3.2 By-Laws of the registrant, as amended.
4.1 Certificate of Amendment of the Certificate
of Incorporation of the registrant, filed
on March 6, 1986 (setting forth the provisions
of the Certificate of Incorporation, as amended,
relating to the authorized shares of the
registrant's Common Stock) - included in the copy
of the registrant's Certificate of Incorporation,
as amended, filed as Exhibit 3.1 hereto.
4.20 Loan Agreement, dated as of June 1, 1987, between
the registrant and Chase Lincoln First Bank, N.A.
("Chase Lincoln"),relating to a $20,000,000 term
loan to finance the registrant's acquisition of
United Telecontrol Electronics, Inc. (the "UTE Loan
Agreement").(1)
4.21 First Amendment to Loan Agreement, dated as of
September 30, 1988, amending certain provisions of
the UTE Loan Agreement.(1)
4.22 Second Amendment to Loan Agreement, dated as of
February 21, 1990, amending certain provisions of
the UTE Loan Agreement.(1)
4.24 Third Amendment to Loan Agreement, dated as of
January 1, 1991, amending certain provisions of the
UTE Loan Agreement.(2)
4.25 Form of Note, in the amount of $9,181,700, executed
by the registrant on January 1, 1991 to evidence
its indebtedness under the UTE Loan Agreement.(2)
4.26 Form of Note, in the amount of $2,000,000, executed
by the registrant on January 1, 1991 to evidence
its indebtedness under the UTE Loan Agreement.(2)
<PAGE>
4.27 Form of Note, in the amount of $1,000,000,
executed by the registrant on January 1, 1991 to
evidence its indebtedness under the UTE Loan
Agreement.(2)
4.28 Mortgage, dated January 31, 1991, executed by the
registrant in favor of Chase Lincoln and securing
the registrant's obligation to Chase Lincoln,
including those under the UTE and ProQuip Loan
Agreements.(2)
4.30 Loan Agreement, dated as of September 30, 1988,
between the registrant and Chase Lincoln relating
to an $8,000,000 term loan to finance the
registrant's acquisition of ProQuip, Inc. (the
"ProQuip Loan Agreement").(1)
4.31 Negative Pledge Agreement, dated as of September
30, 1988, executed by the registrant in favor of
Chase Lincoln in connection with the ProQuip Loan
Agreement.(1)
4.32 Security Agreement, dated as of September 30, 1988,
executed by the registrant in favor of Chase
Lincoln and securing the registrant's obligation
to Chase Lincoln, including those under the UTE and
ProQuip Loan Agreements (the "Chase Lincoln
Security Agreement").(1)
4.33 First Amendment to Loan Agreement, dated as of
February 21, 1990, amending certain provisions of
the ProQuip Loan Agreement.(1)
4.34 Form of Note, in the amount of $3,375,817.80,
executed by the registrant on February 21, 1990
to evidence its indebtedness under the ProQuip
Loan Agreement.(1)
4.35 Amendment Number One to Security Agreement, executed
by the registrant on February 21, 1990, amending
the Chase Lincoln Security Agreement.(1)
4.36 Mortgage, dated February 21, 1990, executed by the
registrant in favor of Chase Lincoln and securing
the registrant's obligations to Chase Lincoln,
including those under the UTE and ProQuip Loan
Agreements.(1)
4.37 Second Amendment to Loan Agreement, dated as of
January 1, 1991, amending certain provisions of the
ProQuip Loan Agreement.(2)
4.38 Mortgage Modification and Allocation Agreement,
dated January 1, 1991, executed by the registrant
and Chase Lincoln.(2)
4.40 Form of Payment Guaranty, dated as of September 1,
1988 [as of September 30, 1988, in the case of
ProQuip, Inc.], executed by the subsidiaries of the
<PAGE>
registrant in favor of Chase Lincoln and
guaranteeing payment of the registrant's
obligations to Chase Lincoln, including those under
the UTE and ProQuip Loan Agreements.(1)
4.41 Form of Negative Pledge Agreement, dated as of
September 30, 1988, executed by the subsidiaries of
the registrant in favor of Chase Lincoln in
connection with the ProQuip Loan Agreement.(1)
4.42 Form of Security Agreement, dated as of September
30, 1988, executed by the subsidiaries of the
registrant in favor of Chase Lincoln and securing
the registrant's obligations to Chase Lincoln,
including those under the UTE and ProQuip Loan
Agreements.(1)
4.43 Acknowledgment, Confirmation and Further Agreement,
made as of February 21, 1990, executed by the
subsidiaries of the registrant in favor of Chase
Lincoln with respect to the registrants obligations
under the UTE and ProQuip Loan Agreements.(1)
4.50 Debt Restructure Agreement, made as of
February 21, 1990, between the registrant, Chase
Lincoln, and Manufacturers Hanover Trust Company
("Manufacturers Hanover"), providing for a
restructuring of the registrant's indebtedness to
Chase Lincoln under the UTE and ProQuip Loan
Agreements and of the registrant's outstanding
indebtedness to Manufacturers Hanover (the "MHTCo.
Existing Debt"), among other things.(1)
4.55 Second Amendment to Debt Restructure Agreement,
made as of January 1, 1991, between the registrant,
Chase Lincoln, and Manufacturers Hanover, amending
certain provisions of the Debt Restructure
Agreement.(2)
4.56 Second Debt Restructure Agreement, as of July 22,
1992, between the registrant, Chase Lincoln First
Bank, N. A. ("CLFB"), and Chemical Bank
("Chemical"), as successor in interest to
Manufacturers Hanover Trust Company, providing for
a restructuring of the registrant's indebtedness to
CLFB under the UTE and ProQuip Loan Agreements and
of the registrant's outstanding indebtedness to
Chemical, among other things.(3)
4.63 Promissory Note, in the amount of $4,000,000 and
dated July 22, 1992, executed by the registrant to
evidence its indebtedness to Chemical from time to
time with respect to a line of credit in such
amount (The Chemical Line of Credit).(3)
4.64 Form of Payment Guaranty, dated as of July 24, 1992
executed by Masco Corporation in favor of Chemical and
guaranteeing payment of the registrant's obligations to
Chemical under the Chemical Line of Credit.(3)
<PAGE>
4.65 Promissory Note, in the amount of $4,000,000 and
dated October 31, 1994, extending the maturity date
of the Promissory note dated July 22, 1992,
executed by the registrant to evidence its
indebtedness to Chemical under the Chemical
Line of Credit.(8)
4.66 Promissory Note, in the amount of $4,000,000 and
dated October 31, 1995, extending the maturity date
of the Promissory note dated October 31, 1994,
executed by the registrant to evidence its
indebtedness to Chemical under the Chemical Line of
Credit.(9)
4.67 Form of Payment Guaranty, dated October 31, 1995
executed by Masco Corporation in favor of Chemical
and guaranteeing payment of the registrant's
obligations to Chemical under the Chemical Line of
Credit.(9)
4.80 Amended and Restated Loan Agreement, dated as of
July 22, 1992, between the registrant and Chase
Lincoln First Bank, N.A., which amends, restates,
combines, and supersedes in full the UTE and the
ProQuip loan agreements.(3)
4.81 Form of Note, in the amount of $5,000,000, executed
by the registrant on July 24, 1992, the July 22,
1992 Loan Agreement.(3)
4.82 Form of Note, in the amount of $7,984,770,
executed by the registrant on July 24, 1992
to evidence its indebtedness to CLFB under
the July 22, 1992 Loan Agreement.(3)
4.83 Additional Mortgage Note, dated July 24, 1992,
executed by the registrant in favor of CLFB and
securing the registrant's obligation to CLFB under
the Loan Agreement.(3)
4.84 Additional Mortgage and Security Agreement, dated
as of July 22, 1992, executed by the registrant in
favor of CLFB and securing the registrant's
obligations to CLFB.(3)
4.85 Mortgage Consolidation, Spreader, Modification
Extension and Security Agreement, dated July
22, 1992, executed by the registrant and CLFB.(3)
4.86 Confirmation of Guaranties and Security
Agreements, dated July 22, 1992, executed
by subsidiaries of the registrant in favor
of CLFB with respect to the registrant's
obligations to CLFB.(3)
4.87 Consent and waiver, dated December 21, 1993,
from CLFB to the registrant with respect to the
Amended and Restated Loan Agreement.(5)
<PAGE>
4.88 Amendment One to Amended and Restated Loan
Agreement, dated as of August 1, 1994, between the
registrant and Chase Manhattan Bank, N. A. which
amends the Amended and Restated Loan Agreement to
defer the payment due on June 30, 1994.(6)
4.89 Amendment Two to Amended and Restated Loan
Agreement with waiver, dated as of November
22, 1994, between the registrant and Chase Manhattan
Bank, N. A. which amends the Amended and Restated
Loan Agreement and waives any existing defaults.(8)
4.90 Additional Mortgage and Security Consolidation
Agreement, dated as of October 6, 1995 executed
by the registrant in favor of Chase Manhattan
Bank, N.A. and securing the registrant's
obligations to Chase Manhattan Bank, N.A.(9)
4.91 Form of Note, in the amount of $340,000, executed by
the registrant on October 6, 1995 to evidence its
indebtedness to Chase Manhattan Bank, N.A. under
the July 22, 1992 Loan Agreement.(9)
4.92 Amendment Three to Amended and Restated Loan
Agreement with waiver, dated as of November 30,
1995, between the registrant and Chase Manhattan
Bank, N. A. which amends the Amended and Restated
Loan Agreement and waives any existing defaults.(9)
10.1 Mechanical Technology Incorporated Restricted Stock
Incentive Plan-filed as Exhibit 28.1 to the
registrant's Form S-8 Registration Statement No.
33-26326 and incorporated herein by reference.
10.3 MTI Employee 1982 Stock Option Plan.(1)
10.4 Agreement, dated December 21, 1993, between UTE,
First Commercial Credit Corporation ("FCCC") and
the registrant, relating to an advance against
certain receivables.(5)
10.6 Agreement, dated June 2, 1993, between the
registrant and Mr. Harry Apkarian, Director,
regarding his employment.(5)
10.7 Agreement, dated February 22, 1994, between the
registrant and Mr. R. Wayne Diesel, President and
Chief Executive Officer, regarding his
employment.(8)
10.8 Agreement, dated December 14, 1994, between FCCC
and the registrant, modifying the Agreement dated
December 21, 1993 relating to an advance against
certain receivables.(8)
10.9 Agreement, dated May 30, 1995, between FCCC
and the registrant, extending the maturity of
the Agreement dated December 14, 1994 relating
to an advance against certain receivables.(9)
<PAGE>
10.10 Agreement, dated June 28, 1995, between FCCC and
the registrant, extending the maturity of the
Agreement dated December 14, 1994 relating to an
advance against certain receivables.(9)
10.11 Agreement, dated September 21, 1995, between FCCC
and the registrant, extending the maturity of the
Agreement dated December 14,1994 relating to an
advance against certain receivables.(9)
10.12 Agreement, dated October 25, 1995, between FCCC
and the registrant, extending the maturity of
the Agreement dated December 14, 1994 relating
to an advance against certain receivables.(9)
10.13 Agreement, dated December 27, 1995, between FCCC
and the registrant, extending the maturity of the
Agreement dated December 14, 1994 relating to an
advance against certain receivables.(9)
10.14 Mechanical Technology Incorporated Stock Incentive
Plan - included as Appendix A to the registrant's
Proxy Statement, filed pursuant to Regulation 14A,
for its December 20, 1996 Special Meeting of
Shareholders and incorporated herein by reference. (10)
10.15 Agreement, dated December 6, 1996, between the
registrant and Mr. Martin J. Mastroianni, President
and Chief Operating Officer, regarding his
employment. (10)
10.16 Settlement Agreement and Release, dated as of
December 27, 1996, between First Albany Companies
Inc. and the registrant, with respect to the
registrant's indebtedness and obligations under the
Agreement dated December 14, 1994 between FCCC and
the registrant relating to an advance against
certain receivables. (10)
10.17 Agreement, dated March 14, 1997, between the
Registrant and Mr. James Clemens, Vice President
and General Manager of Ling Electronic, Inc.,
regarding his employment. (11)
10.18 Limited Liability Company Agreement of Plug Power,
L.L.C., dated June 27, 1997, between Edison
Development Corporation and Mechanical Technology,
Incorporated. (12) (13)
10.19 Contribution Agreement, dated June 27, 1997,
between Mechanical Technology, Incorporated and
Plug Power, L.L.C. (12) (13)
10.20 Asset Purchase Agreement, dated as of September 22,
1997, between Mechanical Technology, Incorporated
and Noonan Machine Company. (12)
21 Subsidiaries of the registrant.
<PAGE>
27 Financial Data Schedule
______________________
Certain exhibits were previously filed (as indicated below) and are
incorporated herein by reference. All other exhibits for which no other
filing information is given are filed herewith:
(1) Filed as an Exhibit (bearing the same exhibit number) to the
registrant's Form 10-K Report, as amended, for its fiscal year ended
September 30, 1989.
(2) Filed as an Exhibit (bearing the same exhibit number) to the
registrant's Form 10-Q Report for its fiscal quarter ended December 29,
1990.
(3) Filed as an Exhibit (bearing the same exhibit number) to the
registrant's Form 10-Q Report for its fiscal quarter ended June 27,
1992.
(4) Filed as an Exhibit (bearing the same exhibit number) to the
registrant's Form 10-K Report for its fiscal year ended September 30,
1991.
(5) Filed as an Exhibit (bearing the same exhibit number) to the
registrant's Form 10-K Report for its fiscal year ended September 30,
1993.
(6) Filed as an Exhibit (bearing the same exhibit number) to the
registrant's Form 10-Q Report for its fiscal quarter ended July 2, 1994.
(7) Filed as an Exhibit (bearing the same exhibit number) to the
registrant's Form 8-K Report dated November 23, 1994.
(8) Filed as an Exhibit (bearing the same exhibit number) to the
registrant's Form 10-K Report for its fiscal year ended September 30,
1994.
(9) Filed as an Exhibit (bearing the same exhibit number) to the
registrant's Form 10-K Report for its fiscal year ended September 30,
1995.
(10) Filed as an Exhibit (bearing the same exhibit number) to the
registrant's Form 10-K Report for its fiscal year ended September 30,
1996.
(11) Filed as an Exhibit (bearing the same exhibit number) to the
registrant's Form 8-K Report dated May 12, 1997.
(12) Filed as an Exhibit (bearing the same exhibit number) to the
registrant's Form 10-K Report for the fiscal year ended September 30,
1997.
(13) Confidential treatment requested with respect to certain schedules
and exhibits.
<PAGE>
(b) One report on Form 8-K was filed during the quarter ending September 30,
1997.
The Company filed a Form 8-K Report, dated September 23, 1997, reporting
under item 5 thereof the Company's execution of a definitive agreement
for the sale of the assets and certain liabilities of its L.A.B. Division
to Noonan Machine Company.
<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.
MECHANICAL TECHNOLOGY INCORPORATED
Date: January 23, 1998 By: /s/ M. Mastroianni
------------------ ---------------------------------------
Martin J. Mastroianni
President and Chief Operating Officer
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 and on the dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ George C. McNamee Chairman of the Board of Directors 01/23/98
- -------------------------
George C. McNamee
/s/ Martin J. Mastroianni Chief Operating Officer
- ------------------------- (Principal Executive Officer)
Dr. Martin J. Mastroianni and a Director "
/s/ Cynthia A. Scheuer Chief Financial Officer
- ------------------------- (Principal Financial and Accounting
Cynthia A. Scheuer Officer) "
/s/ Dale W. Church Director "
- -------------------------
Dale W. Church
/s/ R. Wayne Diesel Director "
- -------------------------
R. Wayne Diesel
/s/ Edward A. Dohring Director "
- -------------------------
Edward A. Dohring
/s/ Alan P. Goldberg Director "
- -------------------------
Alan P. Goldberg
/s/ E. Dennis O'Connor Director "
- -------------------------
E. Dennis. O'Connor
/s/ Walter L. Robb Director "
- -------------------------
Dr. Walter L. Robb
/s/ Beno Sternlicht Director "
- -------------------------
Dr. Beno Sternlicht
<PAGE>
