U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB A2
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the Fiscal Year Ended June 30, 1996
Commission File Number 0-9407
REHABILICARE INC.
MINNESOTA 41-0985318
State of Incorporation IRS Employer Identification No.
1811 Old Highway Eight
New Brighton, Minnesota 55112-3493
(612) 631-0590
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, $.10 PAR VALUE PER SHARE
Check whether issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such 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 __
Check if disclosure of delinquent filers in response to Item 405 of Regulations
S-B is not contained in this form, and no disclosure will 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-KSB or any amendment to
this Form 10-KSB. [ ]
The Company's revenues for the Fiscal Year Ended June 30, 1996 totaled
$8,703,418.
The aggregate market value of voting stock held by non-affiliates of registrant
as of September 16, 1996 was approximately $12,751,012 (based upon the last sale
price of such stock on such date as reported by the NASDAQ National Market
System). The number of shares of the Company's $.10 par value common stock
outstanding as of September 16, 1996 was 4,673,788.
Transitional Small Business Disclosure Format (Check One):
Yes ___ No _X_
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.
DIRECTORS
<TABLE>
<CAPTION>
Director Principal occupation and business
Name Age since experience for past five years
- ------------------------- --------- --------------- -------------------------------------------------------
<S> <C> <C> <C>
Robert C. Wingrove 64 June 1972 Chairman of the Board of the Company since 1984;
Chief Technical Officer of the Company since 1990
William R. Hibbs 53 August 1989 Partner with the Dorsey & Whitney law firm (counsel
to the Company) since 1974
David B. Kaysen 47 March 1992 President and Chief Executive Officer of the Company
since March 1992; from November 1990 to March 1992,
Vice President of Emeritus Corp. (a software
manufacturer marketing to the nursing home industry
Donn O. Berkeland 38 June 1992 Founder, President and Chief Executive Officer of Two
Rivers Center, Inc. (an out-patient physical therapy
and sports medicine clinic located in Coon Rapids,
Minnesota) since 1981
</TABLE>
Anthony R. Gette resigned as a Director effective October 8, 1996, having served
since November 1987.
Robert K. Anderson resigned as Director effective March 1, 1996, having served
since December 1981.
<TABLE>
<CAPTION>
EXECUTIVE OFFICERS
Name Age Position
- ---------------------------- ---------- -----------------------------------------------------------
<S> <C> <C>
Robert C. Wingrove 64 Chief Technical Officer
David B. Kaysen 47 Chief Executive Officer
William J. Sweeney 53 Vice President of Sales and Marketing
W. Glen Winchell 49 Vice President of Finance and Chief Financial Officer
</TABLE>
See the biographical information on Messrs. Wingrove and Kaysen under Directors.
William J. Sweeney started with the Company as Vice President of Sales and
Marketing in April 1996. From June 1993 to April 1996, he was employed by CIRCON
and Surgitek, Inc., a company acquired by CIRCON, both manufacturers of surgical
products, most recently as Corporate Business Development Manger. From May 1992
to May 1993, he was Director of Sales for Applied Medical Resources, a
distributor of vascular, urology and surgical products. From June 1990 to May
1992, he was Director of Sales for Mentor Corporation, a manufacturer of urology
products.
W. Glen Winchell started with the Company as Vice President of Finance and Chief
Financial Officer in September 1993. From December 1990 to September 1993, he
was self-employed as a financial consultant and owner/operator of several small
retail businesses. From October 1988 to December 1990, he was Chairman and Chief
Executive Officer of Braxton Industries, Inc., a provider of waste management
and alternative fuel production services.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires executive officers
and directors and persons who beneficially own more than 10 percent (10%) of the
Company's Common Stock to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange Commission (SEC).
Executive officers, directors and greater than ten percent (10%) beneficial
owners are required by SEC regulations to furnish the Company with copies of all
Section 16(a) forms they file.
William J. Sweeney, the Company's new Vice President of Sales and Marketing,
filed late his initial report of beneficial ownership (which reported no
ownership of securities). The Company believes that, except with respect to the
foregoing report, its executive officers and directors complied with all
applicable Section 16(a) filing requirements during and with respect to the
fiscal year ended June 30, 1996.
ITEM 10. EXECUTIVE COMPENSATION.
The following table sets forth the cash and noncash compensation awarded to or
earned by the Chief Executive Officer of the Company and each executive officer
of the Company who earned salary and bonus in excess of $100,000 during the
fiscal year ended June 30, 1996.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation (1)
-----------------------
Options
Name and -------------- All Other
Principal Position Year Salary Bonus Long-Term Compen-sation
------------------ ---- ------ ----- Compensation (2)
(1) ------------
--------------
<S> <C> <C> <C> <C> <C>
David B. Kaysen 1996 $ 149,531 $ - 15,000 $ 904
CHIEF EXECUTIVE 1995 141,659 - 15,000 420
OFFICER 1994 121,950 15,400 15,000 500
Robert C. Wingrove 1996 $115,500 $ - 10,000 $ 842
CHIEF TECHNICAL 1995 115,500 - 15,000 524
OFFICER 1994 110,500 13,000 10,000 500
</TABLE>
- ----------
(1) The Company did not pay other annual compensation, nor did it award
any restricted stock or make long-tern incentive payments, to such
executives.
(2) Represents, for both Mr. Kaysen and Mr. Wingrove, Company
contributions to a 401(k) plan.
The following table sets forth information relating to options granted during
the twelve months ended June 30, 1996 to the executive officers listed in the
Summary Compensation Table:
<TABLE>
<CAPTION>
Option Grants in Fiscal 1996
----------------------------
Number of % of Total Options
Shares Granted to
Underlying Employees in
Name Options Fiscal Year Exercise Price Expiration Date
- -------------------------- ---------------- -------------------- ------------------ ------------------
<S> <C> <C> <C> <C> <C>
Mr. Kaysen 15,000 17.2% $3.00 9/13/00
Mr. Wingrove 10,000 11.4% $3.00 9/13/00
</TABLE>
The following table summarizes the value of options held at the end of fiscal
1996 by the executive officers named in the Summary Compensation Table. Neither
of the executive officers named in the Summary Compensation Table exercised any
options during fiscal 1996.
<TABLE>
<CAPTION>
Aggregate Option Exercises in Fiscal 1996 and Fiscal Year-End Option Value
--------------------------------------------------------------------------
Number of Unexercised Options at End Value of Unexercised In-the-Money
of Fiscal 1996 Options at End of Fiscal 1996(1)
- --------------------------- ---------------------------------------- ----------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- --------------------------- ---------------- ------------------- ----------------- -------------------
<S> <C> <C> <C> <C>
Mr. Kaysen 118,000 27,000 $270,125 $42,375
Mr. Wingrove 94,000 21,000 $199,750 $34,625
</TABLE>
--------
(1) Represents the difference between $4.00 (the last sales price at
6/28/96) and the exercise price multiplied by the number of shares.
COMPENSATION OF DIRECTORS
Directors who are not also officers or employees of the Company receive fees of
$1,000 per quarter; an option to purchase 2,500 shares of the Company's common
stock under its 1988 Restated Stock Option Plan on July 1 of each year; and are
reimbursed for their expenses in attending board meetings.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth, as of September 16, 1996, certain information
with respect to beneficial ownership of the Company's Common Stock as to (i)
each person or entity known by the Company to own beneficially more than 5% of
the Company's Common Stock; (ii) each director of the Company; (iii) each
executive officer of the Company named in the Summary Compensation Table; and
(iv) all executive officers and directors as a group. Except as indicated by
footnote, the persons named in the table below have sole voting and investment
power with respect to all shares of Common Stock shown as beneficially owned by
them.
SHARES
BENEFICIALLY
OWNED (1) PERCENT OWNED
--------------- ---------------
First Bank System, Inc. 662,450(2) 14.2%
601 Second Avenue South
Minneapolis, MN 55402
Heartland Advisors, Inc. 513,000(3) 11.0%
790 North Milwaukee Street
Milwaukee, WI 53202
Robert K. Anderson 360,660 7.7%
8070 No. Coconino
Paradise Valley, AZ 85253
Robert E. Buuck 272,500(4) 5.8%
Opus Center, Suite 421
9900 Bren Road East
Minneapolis, MN 55343
Robert C. Wingrove 220,219 4.6%
David B. Kaysen 140,729 2.9%
William R. Hibbs 83,999 1.8%
Donn O. Berkeland 22,500 *
All Directors and Officers 520,962 10.5%
as a group (6 persons)
- -------------------
* Less than 1%
(1) Includes for Mr. Wingrove, Mr. Kaysen, Mr. Hibbs, Mr. Berkeland and
all directors and officers as a group, 103,000 shares, 130,000 shares,
12,500 shares, 12,500 shares and 307,000 shares, respectively, which
can be purchased by exercise of options which become exercisable
within 60 days.
(2) Includes 3,750 shares for which First Bank System, Inc. has shared
dispositive power.
(3) Heartland Advisors, Inc. has sole voting power for 498,000 of these
shares.
(4) Includes 187,500 shares held by the Buuck Family Partnership of which
Mr. Buuck is the trustee.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
William R. Hibbs, a director of the Company, is a partner of Dorsey & Whitney
LLP. Dorsey & Whitney LLP provides legal services to the Company.
SIGNATURE
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to its Form 10-KSB for the fiscal
year ended June 30, 1996 to be signed on its behalf by the undersigned, hereunto
duly authorized.
REHABILICARE INC.
Dated: October 28, 1996 By: /S/ W. GLEN WINCHELL
--------------------------------------
W. Glen Winchell
Vice President of Finance
