U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
(Amendment No. 1)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended March 31, 1998
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________ to ____________
Commission File No.: 0-13117
-------
MICROFRAME, INC.
---------------------------------------------
(Name of Small Business Issuer in Its Charter)
New Jersey 22-2413505
-------------------------------- ------------------------------------
(State or Other Jurisdiction of (IRS Employer Identification Number)
Incorporation or Organization)
21 Meridian Road, Edison, New Jersey 08820
------------------------------------------ -----------
(Address of Principal Executive Offices) (Zip Code)
Issuer's telephone number, including area code: (732) 494-4440
---------------
Securities registered under Section 12(b) of the Exchange Act: None
----
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.001 par value
-----------------------------
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 is not contained in this form, and no
disclosure will be contained, to the best of registrant's knowledge, in
definitive proxy 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 its most recent fiscal year totaled $10,217,911.
The aggregate market value of the voting stock held by non-affiliates computed
by reference to the average of the bid and asked prices as reported by the
National Quotation Bureau as of June 25, 1998 was approximately $17,531,345.
There were 5,296,479 shares of Common Stock outstanding as of June 25, 1998.
DOCUMENTS INCORPORATED BY REFERENCE
None
<PAGE>
PART I
This amendment to Form 10-KSB for the period ended March 31, 1998 is filed to
amend certain portions of Item 10 and Item 11 of Form 10-KSB filed on July 14,
1998.
Item 10. Executive Compensation.
Option Grants in Fiscal Year 1998
The following table sets forth certain information concerning
stock option grants during the year ended March 31, 1998 to the Named Executive
Officers:
<TABLE>
<CAPTION>
Individual Grants
----------------------------------------------------------------------------------
Percent
Number of of Total
Securities Options Exercise
Underlying Granted to or Base
Options Employees in Price Expiration
Name Granted(#) Fiscal Year ($/Sh) Date
- ---- ---------- ------------ -------- ------------
<S> <C> <C> <C> <C>
Stephen M. Deixler 10,000(1) N/A $1.50 9/17/01
Stephen B. Gray 75,000(2) 4.2% $1.75 05/04/07
Michael Radomsky 42,839(2) 2.4% $1.75 05/04/07
William H. Whitney 42,839(2) 2.4% $1.75 05/04/07
John F. McTigue 70,760(2) 3.9% $1.34 07/02/07
30,000 2.5% $1.34 07/02/07
</TABLE>
(1) Represents stock options granted to Mr. Deixler under the 1994 Stock
Option Plan in consideration of his service to the Company as a
director.
(2) Represent options issued under a Time Accelerated Restricted Stock
Award Program (TARSAP).
-2-
<PAGE>
Aggregated Option Exercises in Fiscal Year 1998
and Fiscal Year-End Option Values
The following table sets forth certain information concerning each
exercise of stock options during the fiscal year ended March 31, 1998 by each of
the Named Executive Officers and the number and value of unexercised options
held by each of the Named Executive Officers on March 31, 1998.
<TABLE>
<CAPTION>
Value of
Number of Securities Unexercised
Underlying Unexer- In-the-Money
Shares cised Options Options at
Acquired on Value at FY-End(#) FY-End($)(1)
Name Exercise (#) Realized($) Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ------------ ----------- ------------------------- --------------------------
<S> <C> <C> <C> <C>
Stephen M. Deixler -- -- 27,500/2,500 $22,625/$3,275
Stephen B. Gray -- -- 477,309/0 $725,250/$0
Michael Radomsky -- -- 142,239/0 $192,007/$0
William H. Whitney -- -- 142,184/0 $192,018/$0
John F. McTigue -- -- 100,760/0 $145,094/$0
- -----------------------
</TABLE>
(1) The average price for the Common Stock as reported by the National
Quotation Bureau on March 31, 1998 was $2.78 per share. Value is
calculated on the basis of the difference between the option exercise
price and $2.78 multiplied by the number of shares of Common Stock
underlying the options.
-3-
<PAGE>
Item 11. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth the number of shares of the Company's
Common Stock owned by each person or institution who, as of June 29, 1998, owns
of record or is known by the Company to own beneficially, more than five (5%)
percent of such securities, and by the Company's Named Executive Officers and by
its Directors, both individually and as a group, and the percentage of such
securities owned by each such person and the group. Unless otherwise indicated,
such persons have sole voting and investment power with respect to shares listed
as owned by them.
<TABLE>
<CAPTION>
Name and Address Shares Owned Percent of Class
- ---------------- ------------- ----------------
<S> <C> <C>
Stephen M. Deixler (1) 760,532 15.4%
371 Eagle Drive
Jupiter, Florida 33477
David I. Gould (2) 199,337 4.0%
10844 White Aspen Way
Boca Raton, Florida 33428
Stephen B. Gray (3)(12) 477,309 9.7%
Michael Radomsky (4) 356,643 7.2%
8 Zaydee Drive
Edison, New Jersey 08837
William H. Whitney (5) 214,998 4.5%
15 Jackson Avenue
Chatham, New Jersey 07928
Robert M. Groll (6) 100,852 2.1%
52 Village Lane
Freehold, New Jersey 07728
John F. McTigue (7)(12) 100,760 2.0%
Stephen P. Roma (8) 484,399 9.8%
91 Durand Drive
Marlboro, New Jersey 07748
Special Situations Fund, III, L.P.(9) 855,863 16.7%
MGP Advisers Limited Partnership (9) 855,863 16.7%
AWM Investment Company, Inc. (9) 1,157,133 22.2%
Austin W. Marxe (9) 1,157,133 22.2%
-4-
<PAGE>
Jay Associates LLC (10) 480,000 9.3%
1118 Avenue J
Brooklyn, New York 11230
Alpha Investments LLC (11) 336,000 6.6%
5611 North 16th Street #300
Phoenix, Arizona 85016
Alexander C. Stark (12)(13) 85,000 1.6%
Directors and executive
officers as a group (9 Persons) 2,779,830 52.5%
</TABLE>
(1) Does not include 214,436 shares of Common Stock owned by Mr.
Deixler's wife, mother, children and grandchildren as to which shares
Mr. Deixler disclaims beneficial ownership. Includes 120,406 shares
of Common Stock held by Merrill Lynch Pierce Fenner & Smith custodian
f/b/o Stephen M. Deixler, IRA. Includes 27,500 shares of Common Stock
which may be acquired pursuant to currently exercisable non-employee
director options under the 1994 Plan. Also includes 53,330 shares
issuable upon exercise of currently exercisable Class A and Class B
Warrants of the 1996 Private Placement.
(2) Includes 50,000 shares of Common Stock which may be acquired pursuant
to currently exercisable options granted outside the Company's 1984
Stock Option Plan and the 1994 Plan. Also includes 52,500 shares of
common Stock which may be acquired pursuant to currently exercisable
non-employee director options under the 1994 Plan.
(3) Includes 400,000 shares of Common Stock which may be acquired
pursuant to currently exercisable options granted outside the
Company's 1994 Plan. Also includes 77,309 shares of Common Stock
which may be acquired pursuant to currently exercisable options
granted under the Company's 1994 Plan.
(4) Includes 90,000 shares of Common Stock which may be acquired pursuant
to currently exercisable options granted outside the Company's 1994
Plan. Also includes 52,339 shares of Common Stock which may be
acquired pursuant to currently exercisable options granted under the
Company's 1994 Plan.
(5) Includes 90,000 shares of Common Stock which may be acquired pursuant
to currently exercisable options granted outside the Company's 1994
Plan. Also includes 52,184 shares of Common Stock which may be
acquired pursuant to currently exercisable options granted under the
Company's 1994 Plan.
(6) Includes 56,684 shares of Common Stock which may be acquired pursuant
to currently exercisable options granted under the 1994 Plan.
(7) Includes 100,760 shares of Common Stock which may be acquired
pursuant to currently exercisable options granted under the Company's
1994 Plan.
-5-
<PAGE>
(8) Includes 47,877 shares of Common Stock held by Donaldson, Lufkin &
Jenrette Securities Corporation custodian f/b/o Stephen P. Roma, IRA.
Includes 8,400 shares of Common Stock held by Mr. Roma and his wife
as joint tenants. Also includes 27,500 shares of common Stock which
may be acquired pursuant to currently exercisable non-employee
director options under the 1994 Plan. Also includes 53,330 shares
issuable upon exercise of currently exercisable Class A and Class B
Warrants of the 1996 Private Placement. Does not include 1,200 shares
of Common Stock held by Mr. Roma as custodian for his son or 29,108
shares owned by Mr. Roma's wife, some of which are held in Mrs.
Roma's individual retirement account, as to which shares Mr. Roma
disclaims beneficial ownership.
(9) Special Situations Fund III, L.P., a Delaware limited partnership
(the "Fund"), MGP Advisers Limited Partnership, a Delaware limited
partnership ("MGP"), AWM Investment Company, Inc., a Delaware
corporation ("AWM"), and Austin W. Marxe have filed a Schedule 13G,
the latest amendment of which is dated January 27, 1997. All
presented information is based on the information contained in the
Schedule 13G and subsequent information known to the Company. The
address of each of the reporting persons is 153 East 53rd Street, New
York, New York 10022. The Fund has sole voting and dispositive power
with respect to 855,863 shares; MGP has sole dispositive power with
respect to 855,863 shares; AWM has sole voting power with respect to
301,270 shares and sole dispositive power with respect to 1,157,133
shares; and Mr. Marxe has sole voting power with respect to 301,270
shares, shared voting power with respect to 855,863 shares and sole
dispositive power with respect to 1,157,133 shares. MGP is a general
partner of and investment advisor to the Fund. AWM, which is
primarily owned by Mr. Marxe, is the sole general partner of MGP. Mr.
Marxe, the principal limited partner of MGP and the President of AWM,
is principally responsible for the selection, acquisition and
disposition of the portfolio securities by AWM on behalf of MGP, the
Fund and another fund that beneficially owns shares included in the
shares beneficially owned by AWM and Mr. Marxe. Also includes 267,242
shares issuable upon exercise of currently exercisable Class A and
Class B Warrants of the 1996 Private Placement held by the Fund and
MGP and 364,422 shares issuable upon exercise of currently
exercisable Class A and Class B Warrants of the 1996 Private
Placement held by AWM and Mr. Marxe.
(10) Includes 320,000 shares issuable upon exercise of currently
exercisable Class A and Class B Warrants of the 1996 Private
Placement.
(11) Includes 224,000 shares issuable upon exercise of currently
exercisable Class A and Class B Warrants of the 1996 Private
Placement.
(12) The address of such person is c/o the Company, 21 Meridian Avenue,
Edison, New Jersey 08820.
(13) Includes 35,000 shares of Common Stock which may be acquired pursuant
to currently exercisable options granted under the Company's 1994
Plan.
-6-
<PAGE>
SIGNATURES
In accordance with the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, in this City of
Edison and State of New Jersey, on August 7, 1998.
MICROFRAME, INC.
By: /s/ Stephen B. Gray
-----------------------------------
Stephen B. Gray, President, Chief
Executive Officer, and Chief Operating
Officer
