<PAGE> 1
(CONFORMED)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JANUARY 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-13667
PDG ENVIRONMENTAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-2677298
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
300 OXFORD DRIVE, MONROEVILLE, PENNSYLVANIA 15146
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 412-856-2200
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $.02 PAR VALUE
(Title of Class)
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
----- -----
The aggregate market value of the voting stock held by non-affiliates of the
registrant was $5,772,729 as of April 19, 1999, computed on the basis of the
average of the bid and asked prices on such date.
As of April 19, 1999 there were 8,396,696 shares of the registrant's Common
Stock outstanding.
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 the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
DOCUMENTS INCORPORATED BY REFERENCE
Form 10-KSB for the fiscal year ended January 31, 1999 was originally filed on
May 14, 1999 and is incorporated by reference to this Amendment.
Amendment No. 1 was filed on May 27, 1999 to include Items 10-13.
<PAGE> 2
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE CORPORATION
The following table sets forth information regarding the directors who were
elected at the 1998 Annual Meeting of the Corporation's stockholders on July 15,
1998 for a term of one year.
<TABLE>
<CAPTION>
YEAR
NAME, AGE FIRST
PRINCIPAL OCCUPATION ELECTED CERTAIN OTHER INFORMATION
- -------------------- ------- -------------------------
<S> <C> <C>
John C. Regan (55) 1989 Mr. Regan has served in his present position since December 1990 and
Chairman and Chief has served as a director of the Corporation since April 1989. He is
Executive Officer of PDG the founder of Project Development Group, Inc., now a wholly-owned
Environmental, Inc. subsidiary of the Corporation which engages in asbestos abatement
services, and has served as that corporation's Chairman and President
since 1984. Mr. Regan also served as Chairman of the Board of
Directors of PDG Remediation, Inc. (PDGR), a company which provides
remediation services to assist customers in complying with
environmental laws and regulations, from July 1994 until August, 1996.
Richard A. Bendis (52) 1986 Mr. Bendis is President of Kansas Technology Enterprise Corporation
President of KTEC and (KTEC). Mr. Bendis also is founder and Managing Director of Management
Investment Banking Resources of America, which provides consulting and investment
Consultant banking/venture capital services, and founder and Managing Director of
Commercialization Centers of America, which provides consulting
services to governmental units concerning commercialization networks
and venture capital funds. Mr. Bendis currently serves on the White
House U.S. Innovation Partnership Advisory Task Force.
Edgar Berkey (58) 1998 Dr. Berkey is a nationally recognized expert on environmental
Vice President and Chief technologies and is currently the Vice President and Chief Science
Science Officer of Officer of Concurrent Technologies Corp. (CTC). He is a member and
Concurrent Technologies Chairman of several environmental advisory committees for the U.S.
Corp. Department of Energy and the U.S. Environmental Protection Agency. He
also chairs the Scientific Advisory Board of the North America
Environmental Fund, LP, which invests in emerging environmental
companies that can benefit from NAFTA. Dr. Berkey is the former
President and co-founder of the Center for Hazardous Materials
Research. Dr. Berkey previously served on the Corporation's Board of
Directors from 1991-1995. He resigned from the Corporation's Board of
Directors in 1995 to serve as a Director of PDG Remediation, Inc.,
which at that time was an affiliate of the Corporation. He resigned
from the Board of Directors of PDG Remediation, Inc. in 1996.
James D. Chiafullo (41) 1998 Mr. Chiafullo is a Director in the law firm of Cohen & Grigsby, P.C.
Director, Cohen & Grigsby headquartered in Pittsburgh. Prior to joining Cohen & Grigsby, P.C.,
Mr. Chiafullo was a General Partner with Thorp Reed & Armstrong, LLP
for ten+ years. Prior to joining Thorp Reed & Armstrong, LLP, Mr.
Chiafullo was a lawyer with Gulf Oil Corporation in Houston, Texas.
Cohen & Grigsby provides legal services to the Corporation. Mr.
Chiafullo is a member of the Board of Directors of the Western
Pennsylvania Epilepsy Foundation.
Edwin J. Kilpela (53) 1997 Mr. Kilpela is currently a business consultant, previously he was
Consultant President, Chief Executive Officer and a member of the Board of
Directors of Noxso Corporation which he joined in February 1997. Noxso
is a developmental environmental company. Previously, he was President
of Ansaldo Ross Hill, a power electronics firm in Houston, Texas from
July 1996 until February 1997. Mr. Kilpela was with Westinghouse
Electric Corporation from 1969 to 1996 including serving as General
Manager of the Environmental Services Division from 1991 to 1996.
</TABLE>
ITEM 11 EXECUTIVE COMPENSATION
<PAGE> 3
SUMMARY COMPENSATION TABLE
The following table sets forth information with respect to the named executives
concerning their respective annual and long-term compensation for the last three
fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Awards Payouts Long Term Compensation
------------------- ------------------------------ -------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Annual Restricted Options/ LTIP All Other
Name and Salary(A) Bonus Compensation Stock SARs (#) Payouts
Compensation
Principal Position Year ($) ($)(B) ($) Award(s) ($) (C)(D) ($) (E) $
- ------------------ ---- --------- ----------- ---------------- ------------ ---------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John C. Regan 1999 186,250 ------ --------- --------- ------ --------- 20,395
Chairman and CEO 1998 175,000 20,000 --------- --------- 60,000 --------- 21,886
1997 159,435 6,850 --------- --------- 50,000 --------- 15,707
</TABLE>
(A) Represents actual cash compensation.
(B) Mr. Regan received a bonus of $20,000 and $6,850 in fiscal 1999 and 1998,
respectively, for the attainment of budgeted operating results in the previous
fiscal year.
(C) Mr. Regan received options to purchase 50,000 shares of the Company's Common
Stock for $0.396 per share as part of awards for fiscal 1997 under the Incentive
Stock Option Plan. The options expire in 2006.
(D) Mr. Regan received options to purchase 60,000 shares of the Company's Common
Stock for $0.396 per share as part of awards for fiscal 1998 under the Incentive
Stock Option Plan. The options expire in 2008.
(E) Represents the value of insurance premiums with respect to term life
insurance paid by the Corporation for the benefit of Mr. Regan.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
The following table sets forth information with respect to the named executives
concerning the exercise of options during the last fiscal year and unexercised
options held as of the end of the fiscal year.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-End(#) at FY-End($)(A)
Shares
Acquired on Exercisable/ Exercisable/
Name Exercise (#) Value Realized($) Unexercisable Unexercisable
- ---- ------------ ----------------- ------------- -------------
<S> <C> <C> <C> <C>
John C. Regan 0 0 160,000/0 $56,000/0
</TABLE>
<PAGE> 4
(A) Market value of Common Stock at year-end bid price per share minus the
exercise price.
COMPENSATION OF DIRECTORS
The outside directors of the Corporation receive $500 for each meeting they
attend plus reimbursement for their actual expenses incurred in attending such
meetings. In addition, the Corporation has established the 1990 Non-Employee
Director Stock Option Plan (the "Non-Employee Plan") which provides for the
grants of options to non-employee directors to purchase an aggregate of up to
350,000 shares of Common Stock subject to adjustment in the event of any change
in the Common Stock. Under the Non-Employee Plan, the exercise price of options
granted shall be 100% of the fair market value of such shares on the date such
options are granted subject to adjustment as provided in the plan. At the 1991
Annual Meeting, pursuant to the terms of the Non-Employee Plan, Mr. Bendis was
granted options to purchase 48,750 shares of Common Stock. During the fiscal
year ended January 31, 1994, Mr. Bendis exercised options to purchase 38,500
shares of the Corporation's Common Stock. At the 1996 Annual Meeting, approval
was received to amend the Plan to provide for the award of 10,000 options to
purchase Common Stock of the Corporation upon a Director's re-election to the
Board of Directors. Mr. Bendis was awarded 10,000 options to purchase Common
Stock of the Corporation upon his re-election as Director in 1997 and was
awarded 10,000 options to purchase Common Stock of the Corporation upon his
re-election as Director in 1998.
Mr. Kilpela was awarded 40,000 options to purchase Common Stock of the
Corporation under the Non-Employee Plan upon his election to the Board of
Directors at the 1997 Annual Meeting. The exercise price is 100% of the fair
value of such shares on the date such options are granted subject to adjustment
as provided by the plan. The options vest ratably over four years. Currently,
20,000 of the options granted Mr. Kilpela have vested with another 10,000
options vesting upon his re-election to the Board of Directors at the 1999
Annual Shareholder Meeting.
Dr. Berkey was awarded 40,000 options to purchase Common Stock of the
Corporation under the Non-Employee Plan upon his election to the Board of
Directors as part of the 1998 Annual Shareholder Meeting. The exercise price is
100% of the fair value of such shares on the date Dr. Berkey was appointed to
the Board of Directors. The options vest ratably over four years. Currently,
10,000 of the options awarded to Dr. Berkey have vested, but 10,000 options will
vest upon his election to the Board of Directors at the 1999 Annual Shareholders
Meeting.
Mr. Chiafullo was awarded 40,000 options to purchase Common Stock of the
Corporation under the Non-Employee Plan upon his election to the Board of
Directors as part of the 1998 Annual Shareholder Meeting. The exercise price is
100% of the fair value of such shares on the date Mr. Chiafullo is elected to
the Board of Directors. The options vest ratably over four years. Currently,
10,000 of the options awarded to Mr. Chiafullo have vested, but 10,000 options
will vest upon his election to the Board of Directors at the 1999 Annual
Shareholders Meeting.
Employee directors are not compensated in their role as directors with the
exception of grants under the 1990 Employee Director Stock Option Plan (the
"Employee Director Plan") pursuant to which options to purchase an aggregate of
up to 250,000 shares of Common Stock, subject to adjustment in the event of any
change in the Common Stock, may be granted to employee directors. Under the
Employee Director Plan, the exercise price of options granted shall be 100% of
the fair market value of such shares on the date such options are granted. At
the 1991 Annual Meeting, Mr. Regan was granted options to purchase 50,000 shares
pursuant to the terms of the Employee Director Plan. No options granted pursuant
to the Employee Director Plan have been exercised.
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of May 18, 1999 with respect to
beneficial ownership of the Corporation's Common Stock and the Corporation's
Series A Preferred Stock voting as a single class by: (i) all persons known to
the Corporation to be considered to own beneficially more than five (5%) percent
of the Corporation's Common Stock and Series A Preferred Stock voting as a
single class; (ii) all directors of the Corporation; and (iii) all of the
Corporation's officers and directors as a group.
<TABLE>
<CAPTION>
PERCENTAGE
AMOUNT AND NATURE OF CLASS
OF BENEFICIAL OF COMMON
NAME OF BENEFICIAL OWNER OWNERSHIP OF STOCK SHARES OWNED(10)
- ------------------------ ------------------ ----------------
<S> <C> <C>
John C. Regan (1)(2)(3)(9) 2,013,056 20.7
Richard A. Bendis (1)(4)(9) 50,250 *
</TABLE>
<PAGE> 5
<TABLE>
<S> <C> <C>
Edgar Berkey (1)(7)(9) 10,000 *
James D. Chiafullo (1)(7)(9) 10,000 *
Edwin J. Kilpela (1)(5)(9) 20,000 *
Lawrence J. Horvat (2)(6)
300 Oxford Drive
Monroeville, Pennsylvania 15146 547,548 5.6
All directors and officers of the Corporation
as a group including those named above
(10 persons) (8) 3,101,227 31.9
</TABLE>
- ---------------
(1) Director
(2) Officer
(3) Includes 50,000 shares of Common Stock that may be acquired pursuant
to options granted under the Employee Director Plan (as hereinafter
defined) and 110,000 shares of Common Stock that may be acquired
pursuant to options granted under the Employee Incentive Stock
Option Plan.
(4) Includes 40,250 shares of Common Stock that may be acquired pursuant
to options granted under the Non-Employee Director Plan (as
hereinafter defined) and 10,000 shares of Common Stock that may be
acquired pursuant to non-qualified stock options.
(5) Includes 20,000 shares of Common Stock that may be acquired pursuant
to options granted under the Non-Employee Director Plan (as
hereinafter defined).
(6) Includes 80,000 shares of Common Stock that may be acquired pursuant
to options granted under the Employee Incentive Stock Option Plan.
(7) Includes 10,000 shares of Common Stock that may be acquired pursuant
to options granted under the Employee Incentive Stock Option Plan.
(8) Includes 681,250 shares of Common Stock that may be acquired
pursuant to options granted under the Employee Incentive Stock
Option Plan to officers of the Corporation, the Employee Director
Plan and the Non-Employee Director Plan.
(9) Nominee for director.
(10) Percentage is of all voting shares assuming conversion of the
Corporation's Series A Preferred Stock to Common Stock and the
conversion of stock options into Common Stock of the Corporation.
* Indicates less than 1%.
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
At January 31, 1999, the Corporation and its subsidiaries maintained outstanding
personal loans to Mr. Regan in the amount of $95,000. This personal loan is
evidenced by a demand note and bears interest at the rate of 6% per annum. This
loan was made to provide Mr. Regan with funds to satisfy personal obligations.
The loan to Mr. Regan was made in a series of installments from April 1990 to
August 1990. The amount specified represents the highest outstanding balances of
the loans during the Corporation's fiscal year.
ITEM 14. EXHIBITS
(a) (3) All exhibits included in the Form 10-KSB for the year ended January 31,
1999 and filed on May 14, 1999 are incorporated by reference.
<PAGE> 6
EXHIBIT INDEX
PAGES
OF SEQUENTIAL
NUMBERING SYSTEM
24 Power of attorney of directors.
<PAGE> 7
SIGNATURES
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.
PDG ENVIRONMENTAL, INC.
/s/ John C. Regan
-----------------------
John C. Regan, Chairman and Chief Executive Officer
Date: May 27, 1999
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
/s/ John C. Regan May 27, 1999
- ------------------------------------------
John C. Regan
Chairman and Chief Executive Officer
(Principal Executive Officer and Director)
Richard A. Bendis, Director By /s/ John C. Regan
-------------------------------
John C. Regan, Attorney-in-Fact
May 27, 1999
Edgar Berkey, Director By /s/ John C. Regan
-------------------------------
John C. Regan, Attorney-in-Fact
May 27, 1999
James D. Chiafullo, Director By /s/ John C. Regan
-------------------------------
John C. Regan, Attorney-in-Fact
May 27, 1999
Edwin J. Kilpela, Director By /s/ John C. Regan
-------------------------------
John C. Regan, Attorney-in-Fact
May 27, 1999
<PAGE> 1
POWER OF ATTORNEY
KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned director of PDG
ENVIRONMENTAL, INC., a Delaware Corporation, does make, constitute and appoint
JOHN C. REGAN, with full power and authority his true and lawful
attorney-in-fact and agent, for him and in his name, place and stead in any and
all capacities, to sign the Annual Report of PDG Environmental, Inc. on Form
10-KSB Amendment No. 1 for the period ended January 31, 1999, and to file such
Annual Report, so signed, with all exhibits thereto, with the Securities and
Exchange Commission, hereby further granting unto said attorney-in-fact full
power and authority to do and perform any and all acts and things requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he might or could do in person; the undersigned hereby ratifies and
confirms all that said attorney and agent, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 17th day of May, 1999.
/s/ Richard A. Bendis (SEAL)
- ----------------------------
Richard A. Bendis, Director
<PAGE> 2
POWER OF ATTORNEY
KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned director of PDG
ENVIRONMENTAL, INC., a Delaware Corporation, does make, constitute and appoint
JOHN C. REGAN, with full power and authority his true and lawful
attorney-in-fact and agent, for him and in his name, place and stead in any and
all capacities, to sign the Annual Report of PDG Environmental, Inc. on Form
10-KSB Amendment No. 1 for the period ended January 31, 1999, and to file such
Annual Report, so signed, with all exhibits thereto, with the Securities and
Exchange Commission, hereby further granting unto said attorney-in-fact full
power and authority to do and perform any and all acts and things requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he might or could do in person; the undersigned hereby ratifies and
confirms all that said attorney and agent, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 17th day of May, 1999.
/s/ Edgar Berkey (SEAL)
- ----------------------------
Edgar Berkey, Director
<PAGE> 3
POWER OF ATTORNEY
KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned director of PDG
ENVIRONMENTAL, INC., a Delaware Corporation, does make, constitute and appoint
JOHN C. REGAN, with full power and authority his true and lawful
attorney-in-fact and agent, for him and in his name, place and stead in any and
all capacities, to sign the Annual Report of PDG Environmental, Inc. on Form
10-KSB Amendment No. 1 for the period ended January 31, 1999, and to file such
Annual Report, so signed, with all exhibits thereto, with the Securities and
Exchange Commission, hereby further granting unto said attorney-in-fact full
power and authority to do and perform any and all acts and things requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he might or could do in person; the undersigned hereby ratifies and
confirms all that said attorney and agent, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 17th day of May, 1999.
/s/ Edwin J. Kilpela (SEAL)
- ----------------------------
Edwin J. Kilpela, Director
<PAGE> 4
POWER OF ATTORNEY
KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned director of PDG
ENVIRONMENTAL, INC., a Delaware Corporation, does make, constitute and appoint
JOHN C. REGAN, with full power and authority his true and lawful
attorney-in-fact and agent, for him and in his name, place and stead in any and
all capacities, to sign the Annual Report of PDG Environmental, Inc. on Form
10-KSB Amendment No. 1 for the period ended January 31, 1999, and to file such
Annual Report, so signed, with all exhibits thereto, with the Securities and
Exchange Commission, hereby further granting unto said attorney-in-fact full
power and authority to do and perform any and all acts and things requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he might or could do in person; the undersigned hereby ratifies and
confirms all that said attorney and agent, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 17th day of May, 1999.
/s/ James D. Chiafullo (SEAL)
- ----------------------------
James D. Chiafullo, Director
