U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-KSB/A2
(Mark One)
[X] Annual Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
for the Fiscal Year Ended December 31, 1997
[ ] Transition Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the Transition
Period from to
Commission File No. 0-14937
PMC INTERNATIONAL, INC.
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(Name of Small Business Issuer in its Charter)
COLORADO 84-0627374
(State of Incorporation) (IRS Employer Identification No.)
555 17th Street, 14th Floor, 80202
Denver, Colorado
(Address of Principal Executive (Zip Code)
Offices)
Issuer's telephone number: (303) 292-1177
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act:
Common Stock, $0.01 par value
(Title of Class)
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. [ ]
The Issuer's revenues for the most recent fiscal year were $14,862,714.
The aggregate market value of the common equity held by non-affiliates
(4,107,846 shares) based upon the average bid and asked prices of the
Registrant's Common Stock on March 17, 1998, as quoted in the National
Quotation Bureau was $18,998,788.
As of March 17, 1998, the Registrant had 4,857,903 shares of common stock
issued and outstanding.
Documents Incorporated by Reference: NONE
Transitional Small Business Disclosure Format: Yes No X
<PAGE>
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FORM 10-KSB/A2
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YEAR ENDED DECEMBER 31, 1997
Introduction
PMC International, Inc. (the "Company" or the "Registrant")
hereby amends its Annual Report on Form 10-KSB, as amended, for the year ended
December 31, 1997 by: Revising Item 10: Executive Compensation, by
replacing the section entitled "Executive Compensation," all as
set forth below:
Item 10: Executive Compensation
Executive Compensation
The following table provides certain information concerning compensation paid
by the Company and its subsidiaries to the Company's Chief Executive Officer
and to the three other executive officers whose salary and bonus exceeded
$100,000 in 1997 (the "Named Executive Officers").
Summary Compensation Table
Long-Term
Annual Compensation Compensation
-------------------------- ------------
Securities
Fiscal Other Underlying
Name and Principal Salary Bonus Annual
Position Year ($) ($) Compensation Options(1)
- ------------------------------------------------------------------------
Kenneth S. 1997 300,865 50,000 * 938
Phillips 1996 252,000 - * 12,500
President, Chief 1995 228,124 - * -0-
Executive Officer
Scott A. MacKillop(2)1997 206,331(3) 75,750
Executive Vice
President & Chief
Operating Officer
David L. Andrus(4) 1997 292,500 50,000 -0-
Former Executive 1996 240,000 - 262,500
Vice President 1995 40,000 - -0-
Vali Nasr(5) 1997 191,456 20,360 -0-
Former Chief 1996 129,375 9,640 12,500
Financial Officer & 1995 126,475 -0-
Treasurer
(1) The shares of Common Stock to be received upon the exercise of all
stock options granted during the period covered by the Table.
(2) Mr. MacKillop joined the Company in September 1997, in connection with
the acquisition of PMCIS.
(3) Includes $150,000 in salary received in 1997 from PMCIS for services
rendered prior to its acquisition by the Company.
(4) Mr. Andrus' employment with the Company terminated effective
January 11, 1998.
(5) Mr. Nasr's employment with the Company terminated effective January 30,
1998. Subsequently, Mr. Nasr served as a consultant to the Company
until mid-March 1998.
* Amount received was less than $50,000 or 10% of total salary and bonus
for the year.
<PAGE>
During the year ended December 31, 1997, the Company granted to the
Named Executive Officers options to acquire a total of 76,688 shares of
Common Stock as set forth in the following table.
Option Grants in Last Fiscal Year
Name Number of % of Total ($/Share) Expiration
Shares Options Exercise Date
Underlying Granted to Price
Options Employees
Granted in
Fiscal
Year(4)
Kenneth S. Phillips 938(1) 0.6 6.485 12/31/2002
Scott A. MacKillop 62,500(2) 51.6 6.485 09/24/2003
12,500(3) 6.485 10/27/2002
750(1) 6.485 12/31/2002
_______________________
(1) Options were granted on December 31, 1997 and are fully vested.
(2) Options were granted on September 24, 1997 and vest ratably 20% per year
over a five-year period commencing September 24, 1998.
(3) Options were granted on October 24, 1997; 2,500 options are vested and
20% of the remainder vest each time the average bid and asked price of
the Common Stock equals $4.75, $8.75, $12.75, $16.75 and $20.75,
respectively, for twenty consecutive trading days.
(4) Based on an aggregate of 146,826 options granted in 1997 to employees of
the Company, including the Named Executive Officers.
<PAGE>
The following table sets forth certain information with respect to the value
of options held at December 31, 1997 by the Named Executive Officers. The
Named Executive Officers did not exercise any options to purchase Common
Stock during 1997.
Fiscal Year End Option Values
Name Number of Securities ($)Value of
Underlying Unexercised
Unexercised Options In-the-Money Options
at Year End at Year End (1)
------------------------ ----------------------
ExercisableUnexercisable ExercisableUnexercisable
------------------------ ----------------------
Kenneth S. Phillips 5,938 7,500 $12,500 $18,750
David L. Andrus 193,750(2) 0 $71,250 0
Scott A. MacKillop 3,250 72,500 $49 $1,088
Vali Nasr 12,500(3) 0 $31,250 0
(1) The closing price for the Common Stock as reported in the over the
counter market on December 31, 1997 (the last day of trading in 1997)
was $6.50. Value is calculated on the basis of the difference between
the option exercise price and $6.50, multiplied by the number of shares
of Common Stock underlying the option.
(2) As of April 11, 1998, options to purchase 23,750 shares expired.
(3) As of April 30, 1998, options to purchase 12,500 shares will expire.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this amendment number 2 to Form 10-KSB to be signed on its behalf
by the undersigned, thereunto duly authorized.
PMC INTERNATIONAL, INC.
By: /s/ Scott A. MacKillop
----------------------------------------
Scott A. MacKillop
Executive Vice President and Chief
Operating Officer
By: /s/ Stephen M. Ash
----------------------------------------
Stephen M. Ash, Treasurer, Principal
Financial and Accounting Officer
Date: July 6, 1998
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<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 2,953,740
<SECURITIES> 0
<RECEIVABLES> 1,830,726
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,023,364
<PP&E> 9,955,853
<DEPRECIATION> (2,387,366)
<TOTAL-ASSETS> 13,376,317
<CURRENT-LIABILITIES> 4,494,630
<BONDS> 0
0
345,455
<COMMON> 48,579
<OTHER-SE> 8,487,653
<TOTAL-LIABILITY-AND-EQUITY> 13,376,317
<SALES> 14,862,714
<TOTAL-REVENUES> 14,862,714
<CGS> 8,151,912
<TOTAL-COSTS> 8,151,912
<OTHER-EXPENSES> 10,490,111
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 43,227
<INCOME-PRETAX> (3,822,536)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,822,536)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,822,536)
<EPS-PRIMARY> (.98)
<EPS-DILUTED> (.98)
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