SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from January 1, 1998 to June 30, 1998
Commission file number 0-9040
METRO-TEL CORP.
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(Name of small business issuer in its charter)
Delaware 11-2014231
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
290 N.E. 68th Street, Miami, Florida 33138 95035
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: 305-754-4551
Securities registered under Section 12(b) of the Exchange Act: Common Stock,
$.025 par value
Securities registered under Section 12(g) of the Exchange Act: None
Check whether the 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
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 [ ]
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B 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. [X]
<PAGE>
Item 13. Exhibits and Reports on Form 8-K.
--------------------------------
(a) Exhibits
2(a) Agreement of Merger dated as of July 1, 1998 among the
Company, Metro-Tel Acquisition Corp., Steiner-Atlantic
Corp., William K. Steiner and Michael S. Steiner.
Incorporated by reference to Exhibit A of the definitive
Proxy Statement of the Company filed with the Commission on
October 5, 1998 (File No. 0-9040).
3(a)(1) Certificate of Incorporation of the Company, as filed with
the Secretary of State of the State of Delaware on June 30,
1963. (Incorporated by reference to Exhibit 4.1(a) to the
Company's Current Report on Form 8-K dated (date of
earliest event reported) October 29, 1998.)
3(a)(2) Certificate of Amendment to the Certificate of
Incorporation of the Company, as filed with the Secretary
of State of the State of Delaware on March 27, 1968.
(Incorporated by reference to Exhibit 4.1(b) to the
Company's Current Report on Form 8-K dated (date of
earliest event reported) October 29, 1998.)
3(a)(3) Certificate of Amendment to the Certificate of
Incorporation of the Company, as filed with the Secretary
of State of the State of Delaware on November 4, 1983.
(Incorporated by reference to Exhibit 4.1(c) to the
Company's Current Report on Form 8-K dated (date of
earliest event reported) October 29, 1998.)
3(a)(4) Certificate of Amendment to the Certificate of
Incorporation of the Company, as filed with the Secretary
of State of the State of Delaware on November 5, 1986.
(Incorporated by reference to Exhibit 4.1(d) to the
Company's Current Report on Form 8-K dated (date of
earliest event reported) October 29, 1998.)
3(a)(5) Certificate of Change of Location of Registered Office and
of Agent, as filed with the Secretary of State of the State
of Delaware on December 31, 1986. (Incorporated by
reference to Exhibit 4.1(e) to the Company's Current Report
on Form 8-K dated (date of earliest event reported) October
29, 1998.)
3(a)(6) Certificate of Ownership and Merger of Design Development
Incorporated into the Company, as filed with the Secretary
of State of the State of Delaware on June 30, 1998.
(Incorporated by reference to Exhibit 4.1(f) to the
Company's Current Report on Form 8-K dated (date of
earliest event reported) October 29, 1998.)
3(a)(7) Certificate of Amendment to the Company's Certificate of
Incorporation as filed with the Secretary of State of the
State of Delaware on October 30, 1998. (Incorporated by
reference to Exhibit 4.1(g) to the Company's Current Report
on Form 8-K dated (date of earliest event reported) October
29, 1998.)
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<PAGE>
4(a)(1) Loan and Security Agreement dated November 2, 1998 between
Steiner-Atlantic Corp. and First Union National Bank.
(Incorporated by reference to Exhibit 4.2(a) to the
Company's Current Report on Form 8-K dated (date of
earliest event reported) October 29, 1998.)
4(a)(2) Guaranty and Security Agreement dated November 2, 1998 by
the Company in favor of First Union National Bank.
(Incorporated by reference to Exhibit 4.2(b) to the
Company's Current Report on Form 8-K dated (date of
earliest event reported) October 29, 1998.)
10(a)(1)(i) Lease dated April 1, 1991 between the Company and CB
Institutional Fund VII with respect to the Company's
facilities at 240 South Milpitas Boulevard, Milpitas,
California. (Exhibit 10(a)(2) to the Company's Annual
Report on Form 10-K for the year ended June 30, 1991, File
No. 0-9040).
*10(a)(1)(ii) Second Amendment to Lease dated November 1, 1998 between
the Company and The Realty Associates Fund III, L.P.
(successor-in-interest to CB Institutional Fund VII) with
respect to the Company's facilities at 240 South Milpitas
Boulevard, Milpitas, California.
*10(a)(2) Lease dated October 6, 1995 between Steiner and William, K.
Steiner with respect to Steiner's facilities located 290
N.E. 68th Street, 297 N.E. 67st and 277 N.E. 67 St. Miami,
Florida.
10(b)(1)(i)+ Employment Agreement dated July 1, 1981 between the Company
and Venerando J. Indelicato. (Exhibit 10(b)(1)(i) to the
Company's Annual Report on Form 10-KSB for the year ended
June 30, 1995, File No. 0- 9040).
10(b)(1)(ii)+ Amendment No. 1 dated July 1, 1983 to the Employment
Agreement dated July 1, 1981 between the Company and
Venerando J. Indelicato. (Exhibit 10(b)(1)(ii) to the
Company's Annual Report on Form 10-KSB for the year ended
June 30, 1995, File No. 0-9040).
**10(b)(1)(iii)+ Amendment No.2 dated October 30, 1998 to the Employment
Agreement dated July 1, 1981 between the Company and
Venerando J. Indelicato.
10(b)(2)+ Letter agreement dated August 29, 1996 between the Company
and Richard A. Wildman, a former executive officer of the
Company. (Exhibit 10(b)(2) to the Company's Annual Report
on Form 10-KSB for the year ended June 30, 1997, File No.
0-9040).
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<PAGE>
10(c)(1)+ The Company's 1991 Stock Option Plan, as amended.
(Incorporated by reference to Exhibit 99.3 to the Company's
Current Report on Form 8-K dated (date of earliest event
reported) October 29, 1998.)
10(c)(2)(a)+ The Company's 1984 Non-Employee Director Stock Option Plan,
as amended. (Exhibit 10(d)(2) to the Company's Annual
Report on Form 10-K for the year ended June 30, 1987, File
No. 0-9040).
10(c)(2)(b)+ The Company's 1994 Non-Employee Director Stock Option Plan.
(Exhibit A to the Company's Proxy Statement dated October
14, 1994 used in connection with the Company's 1994 Annual
Meeting of Stockholders, File No. 0-9040).
10(c)(3)+ Form of Stock Option Agreement dated June 25, 1991 entered
into between the Company and each of Sheppard Beidler
(option has since expired), Lloyd Frank and Michael
Michaelson, together with a schedule identifying the
details in which the actual agreements differ from the
exhibit filed herewith. (Exhibit 10(c)(4) to the Company's
Annual Report on Form 10-K for the year ended June 30,
1991, File No. 0- 9040).
10(c)(4)+ Form of Stock Option Agreement dated May 4, 1993 entered
into between the Company and each of Sheppard Beidler,
Lloyd Frank and Michael Michaelson, together with a
schedule identifying the details in which the actual
agreements differ from the exhibit filed herewith. (Exhibit
10(c)(4) to the Company's Annual Report on Form 10-KSB for
the year ended June 30, 1993, File No. 0-9040).
*27 Financial Data Schedule.
- --------------------
* Filed with the original filing of this Report.
** Filed herewith.
All other exhibits are incorporated herein by reference to the filing
indicated in the parenthetical reference following the exhibit
description.
+ Management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K
None
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
METRO-TEL CORP.
Dated: March 11, 1999
By: /s/ Venerando J. Indelicato
----------------------------
Venerando J. Indelicato
Treasurer and Chief Financial Officer
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- -------- -----------
2(a) Agreement of Merger dated as of July 1, 1998 among the
Company, Metro-Tel Acquisition Corp., Steiner-Atlantic
Corp., William K. Steiner and Michael S. Steiner.
Incorporated by reference to Exhibit A of the definitive
Proxy Statement of the Company filed with the Commission on
October 5, 1998 (File No. 0-9040).
3(a)(1) Certificate of Incorporation of the Company, as filed with
the Secretary of State of the State of Delaware on June 30,
1963. (Incorporated by reference to Exhibit 4.1(a) to the
Company's Current Report on Form 8-K dated (date of
earliest event reported) October 29, 1998.)
3(a)(2) Certificate of Amendment to the Certificate of
Incorporation of the Company, as filed with the Secretary
of State of the State of Delaware on March 27, 1968.
(Incorporated by reference to Exhibit 4.1(b) to the
Company's Current Report on Form 8-K dated (date of
earliest event reported) October 29, 1998.)
3(a)(3) Certificate of Amendment to the Certificate of
Incorporation of the Company, as filed with the Secretary
of State of the State of Delaware on November 4, 1983.
(Incorporated by reference to Exhibit 4.1(c) to the
Company's Current Report on Form 8-K dated (date of
earliest event reported) October 29, 1998.)
3(a)(4) Certificate of Amendment to the Certificate of
Incorporation of the Company, as filed with the Secretary
of State of the State of Delaware on November 5, 1986.
(Incorporated by reference to Exhibit 4.1(d) to the
Company's Current Report on Form 8-K dated (date of
earliest event reported) October 29, 1998.)
3(a)(5) Certificate of Change of Location of Registered Office and
of Agent, as filed with the Secretary of State of the State
of Delaware on December 31, 1986. (Incorporated by
reference to Exhibit 4.1(e) to the Company's Current Report
on Form 8-K dated (date of earliest event reported) October
29, 1998.)
3(a)(6) Certificate of Ownership and Merger of Design Development
Incorporated into the Company, as filed with the Secretary
of State of the State of Delaware on June 30, 1998.
(Incorporated by reference to Exhibit 4.1(f) to the
Company's Current Report on Form 8-K dated (date of
earliest event reported) October 29, 1998.)
-6-
<PAGE>
3(a)(7) Certificate of Amendment to the Company's Certificate of
Incorporation as filed with the Secretary of State of the
State of Delaware on October 30, 1998. (Incorporated by
reference to Exhibit 4.1(g) to the Company's Current Report
on Form 8-K dated (date of earliest event reported) October
29, 1998.)
4(a)(1) Loan and Security Agreement dated November 2, 1998 between
Steiner-Atlantic Corp. and First Union National Bank.
(Incorporated by reference to Exhibit 4.2(a) to the
Company's Current Report on Form 8-K dated (date of
earliest event reported) October 29, 1998.)
4(a)(2) Guaranty and Security Agreement dated November 2, 1998 by
the Company in favor of First Union National Bank.
(Incorporated by reference to Exhibit 4.2(b) to the
Company's Current Report on Form 8-K dated (date of
earliest event reported) October 29, 1998.)
10(a)(1)(i) Lease dated April 1, 1991 between the Company and CB
Institutional Fund VII with respect to the Company's
facilities at 240 South Milpitas Boulevard, Milpitas,
California. (Exhibit 10(a)(2) to the Company's Annual
Report on Form 10-K for the year ended June 30, 1991, File
No. 0-9040).
*10(a)(1)(ii) Second Amendment to Lease dated November 1, 1998 between
the Company and The Realty Associates Fund III, L.P.
(successor-in-interest to CB Institutional Fund VII) with
respect to the Company's facilities at 240 South Milpitas
Boulevard, Milpitas, California.
*10(a)(2) Lease dated October 6, 1995 between Steiner and William, K.
Steiner with respect to Steiner's facilities located 290
N.E. 68th Street, 297 N.E. 67st and 277 N.E. 67 St. Miami,
Florida.
10(b)(1)(i)+ Employment Agreement dated July 1, 1981 between the Company
and Venerando J. Indelicato. (Exhibit 10(b)(1)(i) to the
Company's Annual Report on Form 10-KSB for the year ended
June 30, 1995, File No. 0- 9040).
10(b)(1)(ii)+ Amendment No. 1 dated July 1, 1983 to the Employment
Agreement dated July 1, 1981 between the Company and
Venerando J. Indelicato. (Exhibit 10(b)(1)(ii) to the
Company's Annual Report on Form 10-KSB for the year ended
June 30, 1995, File No. 0-9040).
**10(b)(1)(iii)+ Amendment No.2 dated October 30, 1998 to the Employment
Agreement dated July 1, 1981 between the Company and
Venerando J. Indelicato.
10(b)(2)+ Letter agreement dated August 29, 1996 between the Company
and Richard A. Wildman, a former executive officer of the
Company. (Exhibit 10(b)(2) to the
-7-
<PAGE>
Company's Annual Report on Form 10-KSB for the year ended
June 30, 1997, File No. 0-9040).
10(c)(1)+ The Company's 1991 Stock Option Plan, as amended.
(Incorporated by reference to Exhibit 99.3 to the Company's
Current Report on Form 8-K dated (date of earliest event
reported) October 29, 1998.)
10(c)(2)(a)+ The Company's 1984 Non-Employee Director Stock Option Plan,
as amended. (Exhibit 10(d)(2) to the Company's Annual
Report on Form 10-K for the year ended June 30, 1987, File
No. 0-9040).
10(c)(2)(b)+ The Company's 1994 Non-Employee Director Stock Option Plan.
(Exhibit A to the Company's Proxy Statement dated October
14, 1994 used in connection with the Company's 1994 Annual
Meeting of Stockholders, File No. 0-9040).
10(c)(3)+ Form of Stock Option Agreement dated June 25, 1991 entered
into between the Company and each of Sheppard Beidler
(option has since expired), Lloyd Frank and Michael
Michaelson, together with a schedule identifying the
details in which the actual agreements differ from the
exhibit filed herewith. (Exhibit 10(c)(4) to the Company's
Annual Report on Form 10-K for the year ended June 30,
1991, File No. 0- 9040).
10(c)(4)+ Form of Stock Option Agreement dated May 4, 1993 entered
into between the Company and each of Sheppard Beidler,
Lloyd Frank and Michael Michaelson, together with a
schedule identifying the details in which the actual
agreements differ from the exhibit filed herewith. (Exhibit
10(c)(4) to the Company's Annual Report on Form 10-KSB for
the year ended June 30, 1993, File No. 0-9040).
*27 Financial Data Schedule.
- --------------------
* Filed with the original filing of this Report.
** Filed herewith.
All other exhibits are incorporated herein by reference to the filing
indicated in the parenthetical reference following the exhibit
description.
+ Management contract or compensatory plan or arrangement.
-8-
Exhibit 10(b)(1)(iii)
AMENDMENT NO. 2, dated as of October 30, 1998, to EMPLOYMENT AGREEMENT
dated as of July 1, 1981, as amended by Amendment No. 1 dated as of July 1, 1983
(as amended to date, the "Employment Agreement") between METRO-TEL CORP., a
Delaware corporation with offices at 250 South Milpitas Boulevard, Milpitas,
California 95035 (the "Company"), and VENERANDO J. INDELICATO residing at 12307
Marblehead Drive, Tampa, Florida 33626 (the "Employee").
W I T N E S S E T H :
WHEREAS, Metro-Tel Acquisition Corp., a wholly-owned subsidiary of the
Company ("Subsidiary") is to be merged (the "Merger") with and into
Steiner-Atlantic Corp. ("Steiner") pursuant to an Agreement of Merger dated as
of July 1, 1998 among the Company, Subsidiary, Steiner, William Steiner and
Michael S. Steiner (the "Merger Agreement") and, in connection therewith,
Michael S. Steiner is to become President and Chief Executive Officer of the
Company and employee is to become Chief Financial Officer of the Company; and
WHEREAS, in connection therewith, parties are desirous of changing
Employee's position, title and duties and reduce the term of employment provided
for in the Employment Agreement; and
WHEREAS, the parties wish to reflect the present annual salary of
Employee as same has been increased to date by the Board of Directors;
NOW, THEREFORE, in consideration of the premises, the parties hereto
hereby agree as follows:
1. Section 1 of the Employment Agreement is hereby amended to read as
follows:
"Employment and Term. The Company hereby employs Employee as
Chief Financial Officer of the Company, and the Employee
hereby agrees to serve as such officer, for an indeterminate
period; provided, however, that either the Company, by action
of its Board of Directors, or the Employee may notify the
other that it or he, as the case may be, elects to terminate
Employee's employment with the Company on a date set forth in
such notice, which date shall not be earlier than the later of
December 31, 1999 or ninety (90) days after such notice is
deemed given pursuant to the provisions of Section 14 of this
Agreement. Employee agrees to devote such time as is
reasonably necessary to discharge his duties and
responsibilities attributable to such office. Employee may
work out of his residence in Tampa, Florida, in a manner
consistent with his employment by the Company during the
twelve months preceding the date of Amendment No. 2 to this
Agreement. Employee further agrees to serve in a similar
position with the Company's wholly-owned subsidiaries and as a
director of the
<PAGE>
Company and its wholly-owned subsidiaries if elected and to
perform and render the services and duties incidental
thereto."
2. Section 2 of the Employment Agreement is hereby amended to change
the amount set forth therein from $100,000 to $175,000 (to reflect the changes
heretofore made by the Company's Board of Directors), which amount shall be paid
in equal installments at the time the Company pays its employees in accordance
with the Company's regular pay periods for employees.
3. Section 3 of the Employment Agreement is hereby deleted in its
entirety.
4. Section 1 of the Employment Agreement shall take precedence over
Section 4 in the event of a conflict between them.
5. Section 14 of the Employment Agreement is hereby amended in its
entirety to read as follows:
"14. Notices. All notices required or permitted to be given
hereunder shall be in writing and deemed to have been duly
given on the earliest of the date when personally delivered,
the first business day following the sending thereof by
nationally recognized overnight carrier by next business day
delivery service or the fifth calendar day following mailing
by registered or certified mail, return receipt requested, in
all cases with delivery charges prepaid, and addressed as
follows:
If to the Company:
Metro-Tel Corp.
250 South Milpitas Boulevard
Milpitas, California 95035
Attention: President
If to the Employee:
Mr. Venerando J. Indelicato
12307 Marblehead Drive
Tampa, Florida 33626
6. Section 16 of the Employment Agreement is hereby amended in its
entirety to read as follows:
"16. Governing Law. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of
Florida."
<PAGE>
7. This Amendment No. 2 is to become effective only upon (and without
further action of the parties hereto) the effectiveness of the Merger. Except as
specifically set forth herein, all of the terms and conditions of the Employment
Agreement shall remain unaltered and in full force and effect.
IN WITNESS WHEREOF, this instrument has been executed and delivered as
of the date first written above.
METRO-TEL CORP.
By: /s/ Lloyd Frank
------------------------------
Lloyd Frank, Secretary
/s/ Venerando J. Indelicato
-------------------------------
Venerando J. Indelicato
