SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1995 Commission File Number 0-11370
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CERPROBE CORPORATION
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(Name of small business issuer in its charter)
Delaware 86-0312814
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 South Rockford Drive, Tempe, Arizona 85281
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(Address of principal executive offices)(Zip Code)
Issuer telephone number, including area code:
(602) 967-7885
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Securities registered under Section 12(b) of the Act:
None
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(Title of Class)
Securities registered under Section 12(g) of the Act:
Common Stock, Par Value $.05 Per Share
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(Title of Class)
Indicate by check mark whether the issuer (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
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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-KSB or any amendment to
this Form 10-KSB. [ ].
The issuer's revenues for the fiscal year ended December 31, 1995 were
$26,098,637.
As of March 22, 1996, the aggregate market value of the voting stock held by
non-affiliates of the registrant, computed by reference to the last sale price
of such stock as of such date on the Nasdaq National Market, was $40,826,352.
Shares of Common Stock held by each officer and director and by each person who
owned 5% or more of the outstanding Common Stock have been excluded in that such
persons may be deemed to be affiliates. This determination of affiliate status
is not necessarily conclusive.
As of March 22, 1996, there were 4,281,553 shares of the registrant's Common
Stock outstanding.
Transitional Small Business Disclosure Format: Yes No X
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company's Registration Statement on Form 8-A/A (No. 0-11370) and
Registration Statement on Form S-8 (No. 33-65200) are incorporated by reference
in Part IV hereof.
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ITEM 11. As amended:
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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The following table sets forth certain information regarding
beneficial ownership of the Company's Common Stock as of March 22, 1996 by (i)
each director and each nominee for director; (ii) each Named Officer set forth
in the Summary Compensation Table under the section entitled "Executive
Compensation"; (iii) all directors, executive officers, and key employees of the
Company as a group; and (iv) each person known by the Company to be the
beneficial owner of more than 5% of the Common Stock. The information as to
beneficial ownership is based upon statements furnished to the Company by such
persons.
Name and Address Amount and Nature Percent of
of Beneficial Owner(1) of Beneficial Ownership(2) Class(3)
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Ross J. Mangano 596,834(4) 13.9%
Ross J. Mangano, et al., Trustees 380,200 8.9%
William A. Fresh 344,297(5) 8.0%
112 W. Jefferson Blvd.
Suite 613
South Bend, IN 46601
Judd C. Leighton 260,000(6) 5.7%
112 W. Jefferson Blvd.
Suite 603
South Bend, IN 46601
Mary Morris Leighton 260,000(7) 5.7%
112 W. Jefferson Blvd.
Suite 603
South Bend, IN 46601
Kenneth W. Miller 193,070(8) 4.5%
C. Zane Close 41,600(9) 1.0%
Donald F. Walter 16,334(10) *
Michael K. Bonham 90,034(11) 2.1%
Eswar Subramanian 89,234(12) 2.1%
Henry Wong 65,011(13) 1.5%
All executive officers and directors
as a group (eight persons) 1,501,503(14) 33.3%
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*Less than 1%.
(1) Each director, nominee and officer of the Company may be reached
through the Company at 600 South Rockford Drive, Tempe, Arizona 85281.
(2) Unless otherwise indicated, and subject to community property laws
where applicable, all shares are owned of record by the persons named
and the beneficial ownership consists of sole voting power and sole
investment power.
(3) The percentages shown include the shares of Common Stock actually owned
as of March 22, 1996 and the shares of Common Stock that the identified
person or group had the right to acquire within 60 days of March 22,
1996 pursuant to the exercise of stock options or conversion of
securities. In calculating the
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percentage of ownership, all shares of Common Stock that the identified
person or group had the right to acquire within 60 days of March 22,
1996 upon the exercise of stock options or conversion of securities are
deemed to be outstanding for the purpose of computing the percentage of
the shares of Common Stock owned by such person or group, but are not
deemed to be outstanding for the purpose of computing the percentage of
the shares of Common Stock owned by any other person.
(4) Includes 20,000 shares in the name of Nat & Co. voted pursuant to a
power of attorney, 51,300 shares in the name of Oliver & Company voted
pursuant to a power of attorney, 120,000 shares in the name of Millie
M. Cunningham voted pursuant to a power of attorney, 380,200 shares
held in the name of Troon & Co., Ross J. Mangano, et al., Trustees, for
which Mr. Mangano serves as a trustee, 10,000 shares which Mr. Mangano
has the right to acquire at an exercise price of $1.00 per share
pursuant to the exercise of options granted in September 1992, 13,334
shares which Mr. Mangano has the right to acquire at an exercise price
of $5.75 per share pursuant to the exercise of options granted in
September 1994, and 2,000 shares which Mr. Mangano has the right to
acquire at an exercise price of $8.25 per share pursuant to the
exercise of options granted in June 1995.
(5) Includes 162,700 shares held by WAF Investment Company, a company 100%
owned by Mr. Fresh and his wife, and 78,477 shares held by Orem Tek
Development Corp., a company 100% owned by Mr. Fresh, and reflects
2,000 shares which Mr. Fresh has the right to acquire at an exercise
price of $8.25 per share pursuant to the exercise of options granted in
June 1995.
(6) Includes 200,000 shares with respect to which Judd C. Leighton has the
right to acquire sole voting and investment power pursuant to the
conversion of $200,000 in principal amount of the Company's 12 1/2%
Convertible Subordinated Debentures due December 15, 1996, which are
convertible at any time prior to maturity into shares of Common Stock
at the rate of $1.00 per share, and 60,000 shares with respect to which
Mr. Leighton has the right to acquire shared voting and investment
power pursuant to the conversion of $60,000 in principal amount of the
Company's 12 1/2% Convertible Subordinated Debentures due December 15,
1996, held by Leighton-Oare Foundation, Inc., a corporation for which
Mr. Leighton and his wife, Mary Morris Leighton, serve as directors.
(7) Includes 200,000 shares with respect to which Mary Morris Leighton has
the right to acquire sole voting and investment power pursuant to the
conversion of $200,000 in principal amount of the Company's 12 1/2%
Convertible Subordinated Debentures due December 15, 1996, which are
convertible at any time prior to maturity into shares of Common Stock
at the rate of $1.00 per share, and 60,000 shares with respect to which
Mrs. Leighton has the right to acquire shared voting and investment
power pursuant to the conversion of $60,000 in principal amount of the
Company's 12 1/2% Convertible Subordinated Debentures due December 15,
1996 held by Leighton-Oare Foundation, Inc., a corporation for which
Mrs. Leighton and her husband, Judd C. Leighton, serve as directors.
(8) Includes 127,736 shares held by U.S. Trust Company of California, N.A.,
as trustee for the Kenneth W. Miller Charitable Remainder Unitrust. Mr.
Miller may be deemed to have shared voting and investment power with
respect to these shares. Also includes 30,000 shares which Mr. Miller
has the right to acquire at an exercise price of $.50 per share
pursuant to the exercise of options granted in July 1990, 10,000 shares
which Mr. Miller has the right to acquire at an exercise price of $1.00
per share pursuant to the exercise of options granted in September
1992, 13,334 shares which Mr. Miller has the right to acquire at an
exercise price of $5.75 per share pursuant to the exercise of options
granted in September 1994, and 2,000 shares which Mr. Miller has the
right to acquire at an exercise price of $8.25 per share pursuant to
the exercise of options granted in June 1995.
(9) Includes 40,000 shares which Mr. Close has the right to acquire at an
exercise price of $5.75 per share pursuant to the exercise of options
granted in September 1994.
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(10) Includes 13,334 shares which Mr. Walter has the right to acquire at an
exercise price of $5.75 per share pursuant to the exercise of options
granted in September 1994 and 2,000 shares which Mr. Walter has the
right to acquire at an exercise price of $8.25 per share pursuant to
the exercise of options granted in June 1995.
(11) Includes 33,334 shares which Mr. Bonham has the right to acquire at an
exercise price of $5.75 pursuant to the exercise of options granted in
September 1994.
(12) Includes 23,334 shares which Mr. Subramanian has the right to acquire
at an exercise price of $5.75 per share pursuant to the exercise of
options granted in September 1994.
(13) Includes 5,000 shares which Mr. Wong has the right to acquire at an
exercise price of $10.50 per share pursuant to the exercise of options
granted in August 1995 and 2,000 shares which Mr. Wong's spouse has the
right to acquire at an exercise price of $10.50 per share pursuant to
the exercise of options granted in August 1995.
(14) Includes 223,004 shares of Common Stock that members of the group had
the right to acquire as of March 22, 1996 or within 60 days of March
22, 1996 pursuant to the exercise of stock options.
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SIGNATURES
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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.
CERPROBE CORPORATION
/s/ Roseann Tavarozzi
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Roseann Tavarozzi
Vice President - Finance
and Assistant Secretary
Dated: April 25, 1996
