<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15[d] OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year Ended September 30, 1996
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15[d] OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 0-3821
GENCOR INDUSTRIES, INC.
Incorporated in the State I.R.S. Employer Identification
of Delaware No. 59-0933147
5201 North Orange Blossom Trail
Orlando, Florida 32810
Registrant's Telephone Number, Including Area Coe:
(407) 290-6000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock ($.10 Par Value)
-----------------------------
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 filing requirements
for the past 90 days.
[X]
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.
[X]
State the aggregate market value of the voting stock, $.10 per share value
Common Stock, held by nonaffiliates of the Registrant as of January 1, 1997:
$36,374,880
Indicate the number of shares of outstanding of each of the Registrant's classes
of Common Stock, as of the latest practicable date: 1,622,291 shares of Common
Stock ($.10 par value) and 441,532 shares of Class B Stock ($.10 par value) as
of January 1, 1997.
List hereunder the following documents if incorporated by reference and the part
of the Form 10-K into which the document is incorporated.
None
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Part III.
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ITEM 10. Directors and Executive Officers of the Company
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The following table lists each Director and Executive Officer of the
Company during fiscal 1996. The table also includes the age, principal
occupation and business experience for the past five years, positions and
offices held with the Company, and period of service as a Director or Executive
Officer.
<TABLE>
<CAPTION>
Principal Occupation Executive Director
Name, Age and Positions and Business Experience Officer of of Company
Held with the Company During Past Five Years Company Since Since
<S> <C> <C> <C>
E.J. Elliott, 67 Chairman of the Board 1968 1968
Chairman of the Board and and President of the
President; Company
Director(1)(4)
Constantine L. Corpas, 66 Attorney, Corpas & Pahys -- 1968
Director(1)(2)(3)
John E. Elliott, 36 Executive Vice 1985 1985
Executive Vice President, President of the
Director(2)(4) 1985 Company since 1989;
Peter Kourmolis, 80 Investor -- 1968
Director(3)
David A. Air, 63 Business Consultant, -- 1993
Director(2)(3) Managing Director,
General Combustion,
Ltd., 1984-1992
Executive Officers Other Than Directors(5):
Alan Dawes, 53 Managing Director, 1985 --
General Combustion,
Ltd. Since 1992;
Technical Director of
General Combustion,
Ltd. 1985 - 1992
David F. Brashears, 50 Senior Vice President, 1978 --
Technology, since 1993;
Vice President of
Engineering, 1978 - 1993
D. William Garrett, 47 Vice President, Sales 1991 --
since 1991. Between
1985 and 1991, he
served in several sales
and marketing positions
with Company and its
subsidiaries
Marc G. Elliott, 31(4) Vice President, 1993 --
Marketing since 1993.
He previously served in
various marketing
positions since he
joined the Company in
1988.
Russell R. Lee, III, 48 Treasurer of the 1995 --
Company since 1995.
Corporate Controller,
1990 - 1995
</TABLE>
(1) Member of the Executive Committee.
(2) Member of the Audit Committee.
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(3) Member of the Compensation Committee.
(4) E.J. Elliott is the father of John E. Elliott and Marc G. Elliott.
(5) Each executive officer holds office until his successor has been elected
and qualified, or until his earlier resignation or removal.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act requires the Company's directors,
officers and certain stockholders to file with the Commission an initial
statement of beneficial ownership and certain statements of changes in
beneficial ownership of equity securities of the Company. Based solely on its
review of such forms received by it, the Company is unaware of any instances
of noncompliance, or late compliance, with such filings during the fiscal year
ended September 30, 1996, by its officers, directors or stockholders.
ITEM 11. Executive Compensation
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The following table presents certain summary information concerning
compensation paid or accrued by the Company for services rendered in all
capacities during the fiscal years ended September 30, 1994, 1995 and 1996 for
(i) the President of the Company and (ii) each of the other most highly
compensated executive officers of the Company (determined as of the end of the
last fiscal year) whose total annual salary and bonus exceeded $100,000
(collectively, the "Named Executive Officers ").
SUMMARY COMPENSATION TABLE
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<TABLE>
<CAPTION>
Long-Term
Annual Compensation
Compensation: Awards:
Underlying All other
Name and Principal Position Year Salary(1) Bonus Options Compensation(2)
- --------------------------- ---- --------- ----- ------- ---------------
<S> <C> <C> <C> <C> <C>
E.J. Elliott 1996 $300,000 -- 100,000 shares/(3)/ $3,029
President and Chairman of the Board 1995 300,000 -- 95,000 shares 2,596
1994 232,521 -- -- 2,192
John E. Elliott 1996 $125,000 -- 54,500 shares/(4)/ $ 0
Executive Vice President and Secretary 1995 120,000 -- 50,000 shares 0
1994 60,000 -- -- 0
D. William Garrett 1996 $110,000 $7,087 10,000 shares /(5)/ $1,851
Vice President, Sales 1995 110,000 -- -- $1,586
1994 110,000 -- -- 2,010
</TABLE>
(1) Does not include an amount for incidental personal use of business
automobiles furnished by the Company to certain of its Named Executive
Officers. The Company has determined that the aggregate incremental cost of
such benefits to the Named Executive Officers does not exceed, as to any
named individual, the lesser of $50,000 or 10% of the cash compensation
reported for such person.
(2) The Compensation reported under All Other Compensation represents
contributions to the Company's 401(K) Plan on behalf of the Named Executive
Officers to match 1994-1996 pretax executive contributions (included under
salary) made by each executive officer to such plan.
(3) Includes 50,000 options granted pursuant to the Company's 1997 Stock Option
Plan (the "1997 Plan") subject to shareholder approval at the Company's 1997
Annual Meeting.
(4) Includes 35,000 options granted pursuant to the Company's 1997 Plan subject
to shareholder approval at the Company's 1997 Annual Meeting.
(5) Include 10,000 options granted pursuant to the Company's 1997 Plan subject
to shareholder approval at the Company's 1997 Annual Meeting.
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Option Grants in last Fiscal Year
The following table shows all grants of options to the Named Executive
Officers of the Company in 1996. The options were granted as individual grants
and/or under a stock option plan. Pursuant to Securities and Exchange
Commission (the "SEC ") rules, the table also shows the value of the options
granted at the end of the option terms (ten years) if the stock price were to
appreciate annually by 5% and 10%, respectively. There is no assurance that the
stock price will appreciate at the rates shown in the table. The table also
indicates that if the stock price does not appreciate, there will be no increase
in the potential realizable value of the options granted.
<TABLE>
<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of Stock
Price Appreciation for
Individual Grants Option Term
Number of Percent
Securities of Total Options
Underlying Granted to Exercise or
Options Employees in Base Price Expiration
Name Granted Fiscal Year ($/SH) Date 0% 5% 10%
- ---- ------- ----------- ------ ---- -- -- ---
<S> <C> <C> <C> <C> <C> <C> <C>
E.J. Elliott 50,000 41.7% $7.75 07/24/01 0 107,000 236,500
50,000/(1)/ 33.9%/(1)/ $7.75/(1)/ 07/24/01 107,000 236,500
John Elliott 19,500 16.3% $7.75 07/24/01 0 41,730 42,235
35,000/(1)/ 18.5%/(1)/ $7.75/(1)/ 07/24/01 0 74,900 165,550
D. William Garrett 0 0 ----- 07/24/01 0 0 0
10,000/(1)/ 3.3%/(1)/ $7.75/(1)/ 07/24/01 0 21,400 47,300
</TABLE>
(1) Represents options granted pursuant to the 1997 Plan, subject to
shareholder approval at the Company's Annual Meeting.
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Aggregated Option Exercises in last Fiscal Year
and FY-End Option Values
The following table provides information as to options exercised by each of
the Named Executive Officers of Gencor during 1996 and the value of options held
by such officers at year end measured in terms of the closing price of Gencor
Common Stock on September 30, 1996.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-The-Money Options
Acquired on Value Options at FY-End At FY-End ($)
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ----------------- ------------ ------------- ------------ ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
E.J. Elliott 0 0 145,000 0 812,500 0
195,000/(1)/ 0/(1)/ 1,150,000/(1)/ 0/(1)/
John Elliott 7,500 0/(2)/ 69,500 0 381,625 0
104,500/(1)/ 0/(1)/ 617,875/(1)/ 0/(1)/
William Garrett 15,000 196,875/(3)/ 0 0 0 0
10,000/(1)/ 0/(1)/ 67,500/(1)/ 0/(1)/
</TABLE>
(1) Includes options granted under the Company's 1997 Plan, subject to
shareholder approval.
(2) Value realized upon exercise is based upon the difference between the last
sales price of the Common Stock on November 15, 1995 the date on which the
options were exercised ($7.50) and the option exercise price ($7.50) times
the number of options exercised (7,500).
(3) Value realized upon exercise is based upon the difference between the last
sales price of the Common Stock on September 12, 1996, the date on which the
options were exercised ($15.875) and the option exercise price ($2.75) times
the number of options exercised (15,000).
Stock Option Plans
1992 Stock Option Plan
In May of 1992, the Company's Board of Directors adopted the Gencor
Industries, Inc. 1992 Stock Option Plan (the "1992 Plan") which authorizes the
granting of options to Directors, officers and key employees of the Company or
any of its present or future subsidiaries. Up to 100,000 shares of the Company's
Common Stock, 100,000 shares of the Company's Class B Stock and fifteen percent
(15%) of the authorized Common Stock of any Company subsidiary are subject to
the 1992 Plan. Shares are no longer available for grant under the 1992 Plan
since all options authorized under the Plan have been granted.
1997 Stock Option Plan
In July 1996, to Company's Board of Directors, subject to the approval of
its shareholders at its 1997 Annual Meeting, adopted the Gencor Industries, Inc.
1997 Stock Option Plan (the "1997 Plan") which provides for the issuance of
incentive stock options with the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code") and non-qualified stock options, to
purchase an aggregate of up to 300,000 shares of the Company's Common Stock,
300,000 shares of the Company's Class B Stock and up to fifteen percent (15%) of
the authorized Common Stock of any subsidiary. The 1997 Plan permits the grant
of option to officers, directors and key employees of the Company.
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Stock Option Awards
Contemporaneously with the adoption of the 1992 Plan, the Board of Directors
authorized a stock option bonus for E.J. Elliott which would grant Mr. Elliott
fifteen percent (15%) of the outstanding shares of stock of Thermotech Systems
Corporation, a subsidiary of the Company. The terms and conditions for the
issuance of such shares have not been finalized, and no shares or options with
regard to Thermotech Systems Corporation have been issued to Mr. Elliott.
In July 1996, the Company awarded a total of 89,000 options to management,
at an exercise price of $7.75 per share and an expiration date of July 24, 2001.
Of the options granted, 50,000, 19,500 and 19,500 were granted to E.J. Elliott,
John Elliott and Marc Elliott respectively.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
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The following table sets forth certain information as of January 1, 1997,
with respect to (i) each person known to management to be the beneficial owner
of more than 5% of the Company's Common Stock or Class B Stock, (ii) each
Director of the Company, and (iii) the current Directors and Executive Officers
of the Company as a group. Except as otherwise noted, each named beneficial
owner has sole voting and investment power over the shares shown.
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial Ownership[1] Percent of Class[1]
------------------------------ -----------------------------
Name and Address of Common Class B Common Class B
Beneficial Owner Stock Stock Stock Stock
<S> <C> <C> <C> <C>
E.J. ELLIOTT 254,000 [2] 544,324 [3] 15.6% 85.5%
5201 N. Orange Blossom Trail
Orlando, Florida 32810
</TABLE>
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<TABLE>
<S> <C> <C> <C> <C>
CONSTANTINE L. CORPAS 32,500 [4] 27,500 2.0% 6.2%
5201 N. Orange Blossom Trail
Orlando, Florida 32810
JOHN E. ELLIOTT 117,024 [5] 123,880 [6] 7.2% 22.7%
5201 N. Orange Blossom Trail
Orlando, Florida 32810
PETER KOURMOLIS 26,703 [7] -- 1.6% --
5201 N. Orange Blossom Trail
Orlando, Florida 32810
DAVID A. AIR 2,600 [8] -- * --
5201 N. Orange Blossom Trail
Orlando, Florida 32810
HARVEY HOUTKIN 306,893 [9] -- 18.9% --
78 Lafayette Avenue, Suite 207
Suffern, NY 10901
KENNEDY CAPITAL 128,918 [10] -- 7.9% --
MANAGEMENT, INC.
425 New Ballas Road, Suite 181
St. Louis, MO 63141
All Directors & Executive 473,452 [11] 812,084 [12] 28.6% 96.0%
Officers as a Group [10 Persons]
</TABLE>
* Percentage ownership is less than 1%
[1] In accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as
amended, shares that are not outstanding, but that are subject to option 3,
warrants, rights or conversion privileges exercisable within 60 days have
been deemed to be outstanding for the purpose of computing the percentage
of outstanding shares owned by the individual having such right but have
not been deemed outstanding for the purpose of computing the percentage for
any other person.
[2] Includes options to purchase 95,000 shares of Common Stock. Also, includes
30,000 shares owned jointly with John Elliott and 30,000 shares owned
jointly with Marc Elliott.
[3] Incldes options to purchase 193,000 shares of Class B Stock (50,000
options were granted under the 1997 Plan and are subject to shareholder
approval)
[4] Includes options to purchase 15,000 shares of Common Stock.
[5] Includes 30,000 shares owned jointly with E. J. Elliott.
[6] Includes options to purchase 104,500 shares of Class B Stock. (35,000
options were granted under the 1997 Plan and subject to shareholder
approval)
[7] Includes options to purchase 14,500 shares of Common Stock.
[8] Includes options to purchase 1,500 shares of Common Stock.
[9] Based on a Schedule 13D dated August 14, 1996 filed by Harvey Houtkin with
the Securities and Exchange Commission. Includes 126,098 shares
individually owned by Mr. Houtkin and subject to sole voting and
dispositive power. Also includes the following shares with Mr. Houtkin as
control person subject to shared voting and dispositive power: 27,833
shares owned by All-Tech Investment Group Inc., a 100% owned subsidiary of
Rushmore Financial Services ("Rushmore") and 34,617 shares of Rushmore.
Rushmore is owned 50% by Mr. Houtkin and Mark Shefts, who is Mr. Houtkin's
brother-in-law.
[10] Based on a letter dated December 27, 1995, for Kennedy Capital Management.
[11] Includes options to purchase 61,000 shares of Common Stock. (30,000 options
subject to shareholder approval)
[12] Includes options to purchase 404,000 shares of Class B Common Stock.
(120,000 options subject to shareholder approval)
ITEM 13. CERTAIN TRANSACTIONS WITH MANAGEMENT
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The Company leases vehicles from Marcar Leasing Corporation ("Marcar"), a
corporation engaged in general leasing to the public of machinery, as well as
vehicles, owned by members of E.J. Elliott's immediate family, including John E.
Elliott and Marc G. Elliott. The terms of the leases are established based on
the rates charged by independent leasing organizations and are believed by the
Board of Directors to be more favorable than those generally available from
independent third parties. Leases between the Company and Marcar generally
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provide for equal monthly payments over either thirty-six months or forty-eight
months. During fiscal 1996, the Company made lease payments to Marcar in the
aggregate amount of $185,906.
On September 9, 1995, the Callie A. Elliott Trust Fund ("Trust Fund") made
a $325,000 loan to the Company. The loan was evidenced by a demand note which
is callable at any time by the Company. The interest on the notes is 9.5% per
annum. On September 13, 1996, the Trust Fund made an additional loan to the
Company in the amount of $1,000,000. This loan was also evidenced by a demand
note and the interest rate is 9.5% per annum. The loans were repaid on
December 10, 1996.
Compensation Committee Report
The Compensation Committee endeavers to ensure that the compensation
program for executive officers of the Company is effective in attracting and
retaining key executives responsible for the success of the Company and in
promoting its long-term interests and those of its stockholders. The committee,
without applying any specific quantitative formulas, considers such factors as
net income, earnings per share, duties and scope of responsibility, industry
standards and comparable salaries for the georgraphic area, corporate growth,
profits goals and market share increases. The functions of the Compensation
Committee include establishment of compensation plans for Gencor's executive
officers and administration of certain of Gencor's employee benefit and
compensation programs.
Compensation Committee
David Air, Constantine Corpa, Pete Kourmolis
Five Year Total Return Comparison
The following graph compares the cumulative total return of the Company's
stock with the Wilshire Small Capitalization Index and the Dow Jones Heavy
Machinery Index for the period 12/31/91 through 9/30/96. The Company's fiscal
year ended 9/30/96. These caluclations assume the value of investment in
Company stock, the Wilshire Index, and the Heavy Machinery Index was $100 on
12/31/91. These caluclations assume reinvestment of dividends in the Wilshire
Index and the Heavy Machinery Index. A ten percent (10%) stock dividend was
declared on November 16, 1994, payable December 30, 1994, to shareholders of
record, on November 16, 1994. A five cent ($0.05) per share cash dividend was
declared on December 1, 1995, payable January 5, 1996, to shareholders of record
on December 18, 1995. A five cent ($0.05) per share cash dividend was disclosed
on November 21, 1996, payable January 4, 1997 to shareholders of record on
December 18, 1996.
Comparison of Cumulative Total Return Among Gencor,
Wilshire Small Cap Index, and Dow Jones Heavy Machinery Index
<TABLE>
<CAPTION>
Wilshire Small Dow Jones Heavy
Gencor Cap Index Machinery
------ --------- ---------
<S> <C> <C> <C>
12/31/91 100 100 100
12/31/92 183 115 108
9/30/93 142 131 165
9/30/94 204 130 174
9/30/95 171 109 207
9/30/96 258 169 276
</TABLE>
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SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment Number 1 to be signed
on its behalf by the undersigned, thereunto duly authorized.
Dated: January 28, 1997 GENCOR INDUSTRIES, INC.
(Registrant)
/s/ E. J. Elliott
-----------------------------------
E. J. Elliott
President and Chairman
of the Board
(Principal Executive Officer)
/s/ Russell R. Lee, III
-----------------------------------
Russell R. Lee, III
Treasurer
(Principal Financial Officer)
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