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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-K/A
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AMENDMENT TO
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
COMMISSION FILE NUMBER 0-11625
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MFIC CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 04-2793022
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(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification No.)
30 OSSIPEE ROAD, NEWTON, MASSACHUSETTS 02464
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(Address of principal executive offices) (Zip Code)
(617) 969-5452
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(Registrant's telephone number, including area code)
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report for the fiscal year
ended December 31, 1999 on Form 10-K as set forth in the pages attached hereto:
1. Part III: Item 10 - Directors and Executive Officers of the
Registrant.
2. Part III: Item 11 - Executive Compensation.
3. Part III: Item 12 - Security Ownership of Certain Beneficial Owners
and Management.
4. Part III: Item 13 - Certain Relationships and Related Transactions.
5. Part IV: Item 14 - Exhibits, Financial Statement Schedules and
Reports on Form 8 K; Section 3.
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PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The names of the Company's current directors and executive officers and
certain information about them are set forth below:
<TABLE>
<CAPTION>
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Name Age Title
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<S> <C> <C>
Irwin J. Gruverman 66 Chief Executive Officer, Chairman of the
Board and Secretary
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Michael A. Lento 49 President and Treasurer
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James N. Little 59 Director
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Vincent B. Cortina 62 Director
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</TABLE>
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IRWIN J. GRUVERMAN has served as the Chief Executive Officer, Chairman of
the Board of Directors and Secretary of the Company since its inception in 1983.
From the Company's inception in 1983 to February 1993, Mr. Gruverman served as
its President. He also currently serves as the President of G&G Diagnostics
Corp., an administrative services company, and as the General Partner of G&G
Diagnostics Limited Partnership II, a human medical diagnostics venture capital
investment partnership, a position which he has held since 1990. See "Related
Transactions." In addition, Mr. Gruverman currently serves on the Board of
Directors of the following public companies: North American Scientific, Inc.;
InVitro International, Inc.; and FiberChem International, Inc. Mr. Gruverman was
Chairman of the Board of Directors of Miragen, Inc., a privately held company
("Miragen") until August 10, 1999. On August 17, 1999 an involuntary petition
for relief under Chapter 7 of Title 11 of the U.S. Code (the Bankruptcy Code)
was filed against Miragen. An order for relief was entered pursuant to the
petition as Miragen did not contest the petition.
MICHAEL A. LENTO has served as the President and Treasurer of the Company
since September 1995 and served as a director of the Company between May 1997
and December 1999. From August 1994 until August 1995, Mr. Lento served as the
Vice President of Marketing of the Company. From November 1993 until August
1994, Mr. Lento, on a consulting basis, acted as the manager of the Company's
cooperative venture with Catalytica, Inc.
JAMES N. LITTLE has served as a director of the Company since December
1995. Since August 1998, Mr. Little has served as Senior Vice President of
Cetek Corporation, a service-based pharmaceutical compound screening company.
Prior to that, from 1981 to August 1998, Mr. Little served as a Senior Vice
President of Sales, Marketing and Business Development for Zymark Corporation, a
manufacturer of scientific robotics equipment.
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VINCENT B. CORTINA has served as a director of the Company since May 1997.
Since 1999, Mr. Cortina has served as Director of Operations for Advanced
Instruments, Inc., a manufacturer of laboratory and clinical instruments. Prior
to that he served as a self-employed business consultant. From 1990 to 1996 he
served as President of Advanced Monitors, Inc., a company which develops and
manufactures industrial and commercial instruments.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of the Company's Common Stock ("Reporting Persons"), to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "SEC"). Reporting Persons are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of such
forms received by the Company and on written representations from certain
Reporting Persons, the Company believes that during the year ended December 31,
1999, all Section 16(a) filing requirements applicable to its directors,
executive officers and greater than ten percent beneficial owners were met.
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Item 11. EXECUTIVE COMPENSATION
Executive Compensation Summary Table
The Summary Compensation table shows compensation information for (i) the Chief
Executive Officer, and (ii) the other executive officer of the Corporation who
earned more than $100,000 in salary and bonus in 1999 (together with the Chief
Executive Officer, the "Named Executive Officers") for services rendered in all
capacities during the three fiscal years most recently ended.
Summary Compensation Table
<TABLE>
<CAPTION>
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Long Term
Annual Compensation Compensation
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Securities
Underlying All Other
Stock Options Compensation
Name And Principal Position Year Salary Bonus (#)(2) (1)
--------------------------- ---- ------ ----- -------------- ------------
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<S> <C> <C> <C> <C> <C>
Irwin J. Gruverman 1999 $ 75,600 0
Chief Executive Officer, 1998 $ 95,000 0 200,000 $800
Chairman of the Board of 1997 $ 95,000 0 20,000 $800
Directors and Secretary
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Michael A. Lento 1999 $117,066 0
President and Treasurer 1998 $129,942 $ 5,000 346,000 $800
1997 $125,000 $10,000 0 $800
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</TABLE>
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(1) Consists of the Company's matching contributions made under its 401(k) plan
on behalf of each Named Executive Officer.
(2) Except for any option to purchase 50,000 shares of Common Stock granted to
Mr. Lento, the options to purchase shares of Common Stock granted to
Messrs. Gruverman and Lento in the fiscal year ended December 31, 1998 were
granted to replace existing options as a result of the repricing described
below.
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Aggregated Option Exercises and Fiscal Year-end Values
The following table summarizes for each of the Named Executive Officers
unexercised options held at December 31, 1999. None of the Named Executive
Officers held any stock appreciation rights or exercised any stock options or
stock appreciation rights during 1999. The value of unexercised in-the-money
options at the fiscal year end is the difference between the exercise price and
the fair market value of the underlying stock on December 31, 1999 the last
business day of the fiscal year. The closing price of the Company's Common
Stock in the NASDAQ Stock Market on such date was $0.3125.
December 31, 1999 Option Values
<TABLE>
<CAPTION>
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Value of Unexercised
Number of Securities Underlying In-The-Money Options at
Unexercised Options at Fiscal Year End Fiscal Year End (1)
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Name
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
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<S> <C> <C> <C> <C>
Irwin J. Gruverman 125,000 75,000 $0 $0
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Michael A. Lento 201,500 144,500 $0 $0
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</TABLE>
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(1) Actual gains, if any, on exercise will depend on the value of the Common
Stock on the date of sale of any shares acquired upon exercise of the
option. The Named Executive Officers do not hold any options, exercisable
or unexercisable, at exercise prices below the fair market value of the
Common Stock on December 31, 1999 as reported by the NASDAQ Stock Market.
Such options are not "in the money" and their value is, therefore, zero.
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Option Repricing
In October 1998, the Board of Directors and the Compensation Committee
voted to reprice substantially all of the outstanding stock options of the
Company to provide that the exercise price of such options would be the fair
market value of the Common Stock on October 5, 1998, or $1.125. The Company
repriced the options by amending them or cancelling them and granting new
replacement options. The repriced options also contain a vesting schedule
different than the options that they replaced. All options granted on or before
October 6, 1996 were replaced with options that vest in three equal installments
on October 6, 1998, October 6, 1999 and October 6, 2000. All options that were
granted after October 6, 1996, were replaced with options that vest in four
equal installments on October 6, 1998, October 6, 1999 and October 6, 2000 and
October 6, 2001. The Board of Directors and the Compensation Committee repriced
the options to serve as further incentive to the executive officers of the
Company, as well as to numerous other employees. See "Option Grants in Last
Fiscal Year."
Compensation of Directors
Directors, with the exception of Mr. Gruverman, received $1,000 per diem
for each formal meeting of the Board of Directors and committee thereof for
which they attend and are reimbursed for reasonable expenses incurred in
attending such meetings. Mr. Little holds options to purchase 62,500 shares of
Common Stock at an average exercise price of $1.58 per share. Mr. Cortina
holds options to purchase 47,500 shares of Common Stock at an average exercise
price of $1.54 per share. Messrs. Little and Cortina were granted the foregoing
options pursuant to the 1989 Non-Employee Director Stock Option Plan (the "1989
Plan"), which automatically grants to each non-employee director of the Company
who holds office at the beginning of each fiscal year an option to purchase
7,500 shares of the Company's Common Stock. Upon any non-employee director's
first appointment to the Board of Directors, that director receives an automatic
grant of an option to purchase 25,000 shares of the Company's Common Stock.
Options granted pursuant to the 1989 Plan vest in four equal installments
commencing six months from the date of grant and thereafter on the next three
anniversaries of the date of grant.
Employment Agreements
The Company entered into a letter agreement dated December 31, 1999 with
Irwin J. Gruverman, the Company's Chief Executive Officer, Chairman of the Board
and Secretary, pursuant to which Mr. Gruverman's compensation for the 2000
fiscal year was established at $95,000.
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Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Principal Holders of Voting Securities
The following table sets forth as of May 1, 2000, the name of each person
who, to the knowledge of the Company, owned beneficially more than 5% of the
shares of Common Stock of the Company outstanding at such date, the number of
shares owned by each person and the percentage of the class represented thereby.
<TABLE>
<CAPTION>
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Name and Address Amount and Nature of
of Beneficial Owner Beneficial Ownership (1) Percent of Class (2)
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<S> <C> <C>
Irwin J. Gruverman (3) 1,841,805 25.14%
30 Ossippee Road
Newton, Massachusetts 02464-9101
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Brett A. Lewis 700,000 9.56%
11323 Skogen Lane
Grand Haven, Michigan 49417
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J.B. Jennings 700,000 9.56%
134 Cascade Drive
Battle Creek, Michigan 49015
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G.D. Searle & Co. (4) 600,000 8.19%
Box 511D
Chicago, Illinois 60680
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</TABLE>
__________________
(1) Information with respect to beneficial ownership is based upon information
furnished by such shareholder.
(2) Shares of Common Stock that a person or entity has the right to acquire
within 60 days of May 1, 2000, pursuant to the exercise of options are
deemed to be outstanding for the purpose of computing the percentage
ownership of such person or entity, but are not deemed to be outstanding
for the purpose of computing the percentage ownership of any other person
or entity shown in the table. Percentage ownership is based on 7,326,410
shares of Common Stock issued and outstanding on May 1, 2000.
(3) Consists of (i) 242,300 shares of Common Stock, (ii) 125,000 shares of
Common Stock subject to currently exercisable options, (iii) 274,505 shares
of Common Stock owned jointly by Mr. Gruverman and his wife, (iv) 100,000
shares of Common Stock owned by his wife. Mr. Gruverman disclaims
beneficial ownership of the 100,000 shares of Common Stock owned by his
wife, (v) 100,000 warrants granted on 9/23/99, and (vi) 1,000,000 shares of
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Restricted Common Stock purchased by Mr. Gruverman on February 28, 2000.
(4) Information with respect to beneficial ownership is based upon information
furnished by G.D. Searle & Co. in a Form 4 filed with the Securities and
Exchange Commission on January 5, 1994.
Beneficial Ownership of Directors and Executive Officers
The following table sets forth for current directors and each executive
officer named in the Summary Compensation Table set forth in Item 11, the
positions currently held by each person with the Company and the number and
percentage of outstanding shares of Common Stock beneficially owned by each
person and by all current directors and executive officers as a group as of May
1, 2000.
<TABLE>
<CAPTION>
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Amount and Nature Positions and Offices Beneficial
of Percent of Class with the Company (1) Ownership (2)(3)
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<S> <C> <C>
Irwin J. Gruverman Chief Executive Officer, Chairman 1,841,805
25.14% of the Board of Directors and
Secretary
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Michael A. Lento President and Treasurer 205,389
2.81%
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James N. Little Director 47,500 (7)
*
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Vincent B. Cortina Director 32,500 (8)
*
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All current directors and -- 2,127,194 (9)
executive officers as a
group (4 persons)
29.04%
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</TABLE>
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*Less than 1%.
(1) Each individual, except Mr. Lento, is also a nominee for Director to be
elected at the Meeting.
(2) Unless otherwise indicated, each person possesses sole voting and
investment power with respect to the shares.
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(3) Shares of Common Stock that a person has the right to acquire within 60
days of May 1, 2000, pursuant to the exercise of options are deemed to be
outstanding for the purpose of computing the percentage ownership of such
person, but are not deemed to be outstanding for the purpose of computing
the percentage ownership of any other person shown in the table. The
inclusion herein of any shares of Common Stock deemed beneficially owned
does not constitute an admission of beneficial ownership of those shares.
Percentage ownership is based on 7,326,410 shares of Common Stock issued
and outstanding on May 1, 2000.
(4) Consists of (i) 242,300 shares of Common Stock, (ii) 125,000 shares of
Common Stock subject to currently exercisable options, (iii) 274,505 shares
of Common Stock owned jointly by Mr. Gruverman and his wife, (iv) 100,000
shares of Common Stock owned by his wife, (v) 100,000 of Common Stock
purchase warrants, and 1,000,000 shares of Restricted Common Stock. Mr.
Gruverman disclaims beneficial ownership of the 100,000 shares of Common
Stock owned by his wife.
(5) Consists of (i) 201,500 shares of Common Stock subject to currently
exercisable options and (ii) 3,889 shares of Common Stock owned jointly by
Mr. Lento and his wife.
(7) Consists of 47,500 shares of Common Stock subject to currently exercisable
options.
(8) Consists of 32,500 shares of Common Stock subject to currently exercisable
options.
(9) Includes 406,500 shares of Common Stock subject to currently exercisable
options. See footnotes 4 through 8 above.
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Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company and G&G Diagnostics Corp. ("G&G"), a corporation of which
Mr. Gruverman is the President, sole employee and sole stockholder, have entered
into an agreement (the "Letter Agreement") whereby G&G leases space from, and
makes payments to, the Company for rent and direct expenses based on quarterly
invoices provided by the Company. The total amount paid to the Company by G&G
for rent and reimbursement of expenses in 1999 was approximately $79,291, of
which $52,000 was for services provided to G&G by an employee of the Company.
During 1999, the Company leased its two facilities in South Haven, Michigan
from B-2 Enterprises, Inc. and JLJ Properties, Inc. Both of these entities are
owned and controlled by Messrs. J.B. Jennings and James N. Lewis each of whom
was an employee and a director of the Company for a portion of 1999. In 1999,
the Company paid these entities approximately $161,000 in rent.
On August 14, 1998, the Company purchased substantially all of the assets
and assumed certain liabilities of Epworth and Morehouse pursuant to an Asset
Purchase Agreement dated as of June 19, 1998 by and among the Company, Epworth
and Morehouse. Messrs. Jennings and Lewis ("Sellers") are the sole stockholders
of both Epworth and Morehouse. The purchased assets included cash and cash
equivalents, accounts and notes receivables, inventories, machinery and
equipment, intellectual property rights, furniture and fixtures and leasehold
interests and improvements. In accordance with the Asset Purchase Agreement, the
Company paid or delivered to Sellers (i) $5,508,480 in cash, (ii) two
subordinated promissory notes in the aggregate principal amount of $800,000, and
(iii) 900,000 shares of the Company's Common Stock, subject to the restrictions
set forth in a Stockholders Agreement among the Company and Sellers dated August
14, 1998. As of December 31, 1999, the Company owed the Sellers $775,000. The
amount of consideration paid by the Company for the assets was determined by the
Company's Board of Directors based, in part, upon a fairness opinion provided to
the Board of Directors by its financial advisor.
On December 20, 1999 the Company signed an agreement in principle (the
"Agreement In Principle") with the Sellers. The Agreement In Principle set forth
understandings among the parties concerning restructuring of the Company's
subordinated debt and resolution of various disputes. On January 17, 2000 a
definitive settlement agreement incorporating these subject matters was executed
between the parties (the "Settlement Agreement"). Pursuant to this Settlement
Agreement Sellers' subordinated loans totaling $775,000 would be restructured
upon the closing of a new senior loan facility. Such restructuring included all
outstanding and unpaid interest and setoffs to such notes provided for under the
terms of the August 14, 1998 Asset Purchase Agreement. At such closing $500,000
of this debt would be converted to 500,000 shares of Common Stock. The Company
retained the right to repurchase such shares for a 3 year period at a per share
price of $1.75. The remaining $300,000 would be structured as a new subordinated
promissory note with annual interest at 10%, with interest only being
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paid in the first year, and the principal together with interest then being
amortized over 4 years starting in the second year. A disputed lease between the
Company and one of the Seller's entities for property located in South Haven,
Michigan, which was the subject of a suit to terminate filed by the Company, was
voluntarily dismissed in return for the payment by the Company of a total of
$58,000. The initial payment in the amount of $30,000 was paid on January 19,
2000 upon execution of the Settlement Agreement and the balance on February 28,
2000. Also on the latter date, the 500,000 shares of restricted Common Stock
were issued to the Sellers as required by the Settlement Agreement in connection
with the closing by the Company of a new senior credit facility as described
below. The Company dismissed with prejudice by joint stipulation its lawsuit to
terminate the lease. The Company and the Sellers executed a mutual release of
liability related to the August 14, 1998 Asset Purchase Agreement.
On February 28, 2000 the Company entered into a revolving credit and term
loan agreement with National Bank of Canada (the "Lender") providing the Company
with a $4,475,000 three-year revolving credit and term loan facility (the
"Credit Facility"). As one of the Lender's conditions precedent to the closing
of the Credit Facility, the Company's Chairman, Irwin Gruverman, at the closing
of the Credit Facility, purchased for $250,000 1,000,000 shares of restricted
common stock of the Company.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, as
amended, the Registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
MFIC CORPORATION
By: /s/ Irwin J. Gruverman
____________________________________
Irwin J. Gruverman, Chief Executive
Officer and Chairman of the Board
Date: April 28, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this amendment has been duly signed by the following persons on behalf
of the registrant and in the capacities and on the date indicated:
/s/ Irwin J. Gruverman
____________________________________
Irwin J. Gruverman, Chief Executive
Officer and Chairman of the Board
(Principal Executive Officer)
/s/ Michael A. Lento
________________________________________
Michael A. Lento, President and
Treasurer (Principal Financial Officer)
/s/ James N. Little
________________________________________
James N. Little, Director
/s/ Vincent B. Cortina
________________________________________
Vincent B. Cortina, Director
All dated: April 28, 2000
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