SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 3
(Mark One)
( x ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
(FEE REQUIRED)
For the fiscal year ended June 30, 1994
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(NO FEE REQUIRED)
For the transition period from to
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Commission File Number 0-14328
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ZING TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
New York 13-2650621
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(State or other jurisdiction or organization) (I.R.S. Employer
Identification No.)
115 Stevens Avenue, Valhalla, NY 10595
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(Address of principal executive officers) (Zip Code)
Registrant s telephone number, including area code: (914) 747-7474
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
Indicate by check mark whether the registrant (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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The aggregate market value of the voting stock held by non-affiliates of
the Registrant, computed by reference to the average of bid and asked price of
the stock as of March 30, 1995 was $9,130,217.
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Sec. 229.405 of this chapter) 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-K or any amendment of this Form 10-K. [ ]
The number of shares of common stock, $.01 par value, outstanding as of
March 30, 1995 was 2,555,640.
DOCUMENTS INCORPORATED BY REFERENCE:
None
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The names and ages of all Directors of the Company and nominees
therefor, their positions with the Company, their term of office and their
business background are set forth below:
Director of
Name, Age, Principal Occupation, Other Directorships Zing Since
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JOHN F. CATRAMBONE, 54, has been President and Chairman of the 1986
Board of Omnirel Corporation, a manufacturer of power hybrid
semiconductor devices since 1985. Omnirel has been a subsidiary
of the Company since June 1991.
MARTIN S. FAWER, 60, became Chief Financial Officer and Treasurer 1984
in February 1988. From October 1984 to January 1988 Mr. Fawer was
Treasurer of the Company. He is also a director of Transition
Analysis Component Technology, Inc., a subsidiary of the Company.
For more than five years, Mr. Fawer has been a principal of Fawer
and Kupczyk, P.C. and its predecessors, certified public
accountants.
LAURENCE W. HIGGITT, 47, has been employed by Stephen Rose & 1985
Partners, Limited, investment bankers, in London, England since
1984 and has been on its Board of Directors since 1985. Prior to
1984, he was a fund manager for Lazard Brothers & Co. Ltd.,
merchant bankers, London, England.
DEBORAH J. SCHRADER, 47, has been Secretary of the Company since 1969
its incorporation. She is also the Secretary and a director of
Transition Analysis Component Technology, Inc., a subsidiary of
the Company. She is the wife of Robert E. Schrader.
ROBERT E. SCHRADER, 50, is the founder of the Company and has 1969
been President and Chief Executive Officer since its
incorporation in 1969. Prior to organizing the Company, Mr.
Schrader was an account executive with a division of Lafayette
Radio Corporation, a district sales manager of Arrow Electronics,
Inc. and held purchasing manager positions with two electronic
equipment manufacturers. He is also a director and vice
-president of Transition Analysis Component Technology,
Inc. and Omnirel Corporation, each a subsidiary of the Company.
He is the husband of Deborah J. Schrader.
HENRY A. SINGER*, 57, has been a member of the law firm of 1988
Morrison Cohen Singer & Weinstein, LLP and its predecessor for
more than the past five years. Morrison Cohen Singer & Weinstein,
LLP serves as general counsel to the Company.
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*See "Compensation Committee Interlocks and Insider Participation" for a
discussion of the legal fees received by Mr. Singer's firm since June 30, 1993.
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No director is a director of any company with a class of securities
registered pursuant to Section 12 of the Act or of any company registered as an
Investment Company under the Investment Company Act of 1940. Other than Robert
E. Schrader and Deborah J. Schrader, who are married to each other, there is no
family relationship among any of the members of the Board of Directors or the
officers of the Company.
In June 1990, the Securities and Exchange Commission filed a civil suit
against Henry A. Singer alleging that in August and November of 1987 he
purchased shares of common stock of a company listed on the New York Stock
Exchange based upon material non-public information. In July 1990 Mr. Singer
denied these allegations except that he admitted the fact of his purchase of the
shares of such company and the sale for a profit of approximately $34,000 in
April 1988. In November 1992, Mr. Singer and the Commission settled the civil
action, and, without admitting or denying the allegations in the complaint, Mr.
Singer consented to the entry of a final judgment of permanent injunction
against violations of the securities laws in future trading of any securities.
In connection therewith, Mr. Singer paid $34,050, representing the profits from
the transaction described in the complaint, together with interest thereon, as
well as a civil money penalty in the same amount.
Executive Officers
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Position with Company and Business
Name Age Experience During Past Five Years
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Robert E. Schrader*
Deborah J. Schrader*
Martin S. Fawer*
John F. Catrambone*
Malcolm Baca 54 Vice President and Treasurer of the Company's
TACTech subsidiary since 1987.
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* See "Directors" above.
Based upon an examination of Forms 3, 4 and 5 furnished to the registrant
in respect of the 1994 Fiscal Year, no persons have failed timely to file any of
the foregoing forms in respect of transactions in such year or in respect of a
prior year.
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Signature
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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.
ZING TECHNOLOGIES, INC.
By: s/ Martin S. Fawer
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Dated: August 8, 1995 Name: Martin S. Fawer
Title: Chief Financial Officer and
Treasurer
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