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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended June 24, 1995, or
[_] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number: 0-08547
AMSERV HEALTHCARE INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-1627467
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
3252 Holiday Court Suite #204 La Jolla, California 92037
(Address of principal executive offices)
(619) 597-1000
(Registrant's telephone number, including area code)
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FOR FISCAL YEAR ENDED JUNE 24, 1995
FORM 10-K/A ANNUAL REPORT
INDEX
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PART III Page
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<S> <C> <C>
Item 10. Directors and Executive Officers of the Registrant 3
Item 11. Executive Compensation 4
Item 12. Security Ownership of Certain Beneficial Owners and Management 6
Item 13. Certain Relationships and Related Transactions 8
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table provides certain information regarding the Company's current
directors.
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Served as
Director
Name Age Position with the Company Since
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<S> <C> <C> <C>
Eugene J. Mora 60 Chairman of the Board, 1986
Chief Executive Officer,
President, and Director
Melvin L. Katten 59 Director 1985
Michael A. Robinton 52 Director 1981
George A. Rogers 48 Director 1987
Ben L. Spinelli 61 Director 1995
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Eugene J. Mora. Mr. Mora has been Chairman of the Board, Chief Executive
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Officer and President of the Company since joining the Company on March 2, 1987.
He is also Chief Executive Officer of the Company's subsidiaries. Mr. Mora
serves as a director of Washington Scientific Industries, Inc., a publicly-held
company. From July 1974 through February 1987, he was President of Kidde
Business Services, Inc. Mr. Mora has been a director of the Company since
October 1986. Mr. Mora's employment contract with the Company provides that,
throughout the term of his employment, the Company will nominate him as a
director and that it will use its best efforts to have him elected as a
director.
Melvin L. Katten. Mr. Katten, an attorney, has been a Senior Partner in the
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Chicago law firm of Katten Muchin & Zavis since 1974. He has been a director of
the Company since 1985 and is a member of the Audit and Compensation Committees
of the Board. Mr. Katten also serves as a director of Washington Scientific
Industries, Inc., a publicly-held company.
Michael A. Robinton. Mr. Robinton has been President of Petals, Inc. of Palo
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Alto, California, a closely-held manufacturing company specializing in
children's apparel, since 1990. From 1979 to 1989, he was Vice President,
Engineering, and a director of Robinton Products, Inc., a closely-held
electronics company located in Sunnyvale, California. He has been a director of
the Company since 1981 and is a member of the Audit, Compensation, Stock Option
and Special Committees.
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George A. Rogers. Mr. Rogers has been President and Chief Executive Officer of
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PrideStaff, Inc. (formerly known as American Temporary Services, Inc.), a
temporary services company located in Fresno, California, since 1978. He has
been a director of the Company since 1987 and is a member of the Audit,
Compensation, Stock Option and Special Committees.
Ben L. Spinelli. Mr. Spinelli has been President of BLS Consulting in West
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Orange, New Jersey, which provides marketing and business services to banks,
since 1992. From 1975 to 1991, he was employed by First Fidelity Bank of
Newark, New Jersey, where he served as Executive Vice President prior to
retirement. Mr. Spinelli has been a director of the Company since January 1995
and is a member of the Audit, Compensation, Stock Option and Special Committees.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of its common
stock, to file reports of ownership and changes of ownership with the Securities
and Exchange Commission (SEC) and each exchange on which the Company's
securities are registered. Officers, directors and greater than ten-percent
stockholders are required by SEC regulation to furnish the Company with copies
of all ownership forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain persons that no Form 5 was required for
those persons, the Company believes that, during the year ended June 24, 1995,
its officers, directors, and greater than ten-percent stockholders complied with
all applicable Section 16 filing requirements
ITEM 11. EXECUTIVE COMPENSATION
The following table provides information with respect to all compensation paid
by the Company during the year ended June 24, 1995, to the Chief Executive
Officer, who was the only executive officer who had compensation (combined
salary and bonus) in excess of $100,000 (the "Named Officer").
Summary Compensation Table
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Long-Term Compensation
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Annual Compensation Awards
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Name and Principal Position Year Salary ($) Bonus($) Securities Underlying Options (#) Compensation ($)
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<S> <C> <C> <C> <C> <C>
Eugene J. Mora 1995 298,000 - - 1,710/1/
Chairman, President and 1994 298,000 - - 2,325/1/
Chief Executive Officer 1993 298,000 - 12,500 3,342/1/
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/1/ Corporate contributions to 401(k) Plan.
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The following table provides information regarding the Named Officer's
unexercised options at June 24, 1995. No stock options or stock appreciation
rights were granted to the Named Officer during fiscal 1995.
Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values
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Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at FY-End (#) at FY-End ($)
Shares Acquired Exercisable/ Exercisable/
Name on Exercise (#) Value Realized ($) Unexercisable Unexercisable
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<S> <C> <C> <C> <C>
Eugene J. Mora 177,562 $139,063 175,500 $158,728
0 $ 0
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COMPENSATION OF DIRECTORS
Directors who are not employees of the Company receive $400 for each
meeting of the Board which they attend in person. In addition, each director who
is not an employee of the Company is paid an annual retainer of $700 and
receives an annual grant of options to purchase 1,500 shares of common stock.
EMPLOYMENT AGREEMENTS
Pursuant to an Employment Agreement between Eugene J. Mora and the Company,
which continues until terminated upon thirty days written notice, if Mr. Mora is
terminated without cause, the Company shall pay to Mr. Mora the compensation he
earned in the final year of his employment in each of the immediately following
five years and shall transfer to Mr. Mora any individual life insurance policies
owned by the Company. The Employment Agreement includes covenants which
restrict Mr. Mora from certain business activities following termination of
employment, for a period of one year.
Pursuant to a Consulting Agreement between Eugene J. Mora and the Company,
Mr. Mora will be retained as a consultant to the Company for the two years
immediately following his retirement for which he will receive $129,200 per year
in compensation. Pursuant to a resolution approved by the Board of Directors,
Mr. Mora's health insurance coverage will be maintained by the Company following
his retirement.
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended June 24, 1995, the Compensation Committee of
the Company's Board of Directors was comprised if Messrs. Katten, Robinton,
Rogers and Spinelli (commencing upon his designation to the Board in January
1995). John Wimmer was a director of the Company and a member of the
Compensation Committee until his death in February 1995. Mr. Katten, through
his position as a partner in the Chicago law firm of Katten Muchin & Zavis, had
an interest in the fees paid by the Company to such law firm during fiscal 1995.
See "Item 13. Certain Relationships and Related Transactions".
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of October 12, 1995, certain information
with respect to the beneficial ownership of the Company's voting securities by
(i) each person known by the Company to own beneficially more than 5% of the
outstanding shares of any class of the Company's voting securities, (ii) each
Company director, (iii) the Named Officer (as defined above), and (iv) all the
executive officers and directors of the Company as a group.
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Name and Address of Amount and Nature of
Beneficial Owner Beneficial Ownership/1//2/ Percent of Class
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<S> <C> <C>
Eugene J. Mora 544,527 16.3
3252 Holiday Court, Suite 204
La Jolla, California 92037
Stockbridge Investment Partners, Inc. 270,554/3/ 8.5
2 South Street, Suite 360
Pittsfield, Massachusetts 01201
John Parker 232,000 7.3
P.O. Box 9582
San Diego, CA 92169
Melvin L. Katten 142,397 4.5
525 West Monroe Street, Suite 1600
Chicago, Illinois 60661
Michael A. Robinton 121,138/4/ 3.8
969 Commercial Street
Palo Alto, California 94303
George A. Rogers 10,364 0.3
6780 N. West Avenue, Suite 103
Fresno, California 93711
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<TABLE>
<CAPTION>
Name and Address of Amount and Nature of
Beneficial Owner Beneficial Ownership/1//2/ Percent of Class
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<S> <C> <C>
Ben L. Spinelli - -
2-E Buckingham Road
West Orange, New Jersey 07052
North Central Personnel, Inc. 260,141/5/ 100.0
713 South Main Street
Mansfield, Ohio 44907
All Directors and Executive 832,176 24.8
Officers As a Group (7 persons)
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/1/ Unless otherwise indicated below, the persons in the preceding table
have sole voting and investment control with respect to all shares
shown as beneficially owned by them, and all shares listed are common
stock.
/2/ Includes the following shares of common stock which may be acquired
within 60 days of October 12, 1995, through the exercise of
nonqualified stock options ("Option Shares"): Eugene J. Mora -- 175,500
Option Shares; Stockbridge Investment Partners, Inc. -- 37,055 Option
Shares; John Parker -- 30,000 Option Shares; Melvin L. Katten -- 10,365
Option Shares; Michael A. Robinton -- 10,365 Option Shares; George A.
Rogers -- 8,711 Option Shares; and all directors and executive officers
as a group -- 209,941 Option Shares.
/3/ Includes 3,000 shares of common stock held by Lenox Healthcare, Inc.;
24,800 shares (including the 3,000 Lenox shares) of common stock held
individually by Thomas M. Clarke; and 5,000 shares of common stock held
individually by Lawrence B. Cummings, which were reported on Amendment
No. 7 to a joint Schedule 13D dated October 2, 1995. According to the
Schedule 13D, Stockbridge Investment Partners, Inc. has shared voting
and dispositive power over 203,699 shares, Lenox Healthcare Inc. has
shared voting and dispositive power over 3,000 shares, Mr. Clarke has
sole voting and dispositive power over 24,800 shares and shared voting
and dispositive power over 203,699 shares, and Mr. Cummings has sole
voting and dispositive power over 5,000 shares and shared voting and
dispositive power over 203,699 shares.
/4/ Does not include 4,410 shares of common stock held by Mr. Robinton as
custodian for a minor child, as to which shares he disclaims beneficial
ownership.
/5/ Shares of the Company's Class B Preferred Stock.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Melvin L. Katten, a director of the Company, is a partner in the Chicago
law firm of Katten Muchin & Zavis to which the Company incurred fees of $114,208
for certain legal services during the fiscal year ended June 24, 1995.
On July 21, 1992, the Company acquired the assets of MED-PRO, Inc.
Pursuant to the terms of the acquisition, an interest-bearing loan of $100,000
was made to the seller, John Parker, the owner of 7.3% of the outstanding shares
of common stock. Mr. Parker entered into a two-year Consulting Agreement with
the Company as of June 1, 1994 which provided that the loan be canceled
immediately in exchange for consulting services over the succeeding two-year
period.
On June 10, 1994, the Company, through its wholly-owned subsidiary AMSERV
HEALTHCARE OF OHIO INC., acquired substantially all of the assets and property
of North Central for an initial purchase price of $1,553,835. The Company paid
$553,835 of the purchase price in cash, and the balance of $1,000,000 was
financed by a promissory note payable to North Central. Pursuant to a stock
purchase agreement between the Company and North Central dated April 7, 1995
(the "Stock Purchase Agreement"), the remaining balance on such promissory note
($833,334) and related accrued interest were exchanged for 426,794 shares of
Class A Redeemable Preferred Stock, par value $.01 per share ("Class A
Preferred"), of the Company. Subsequently, 85,359 shares were redeemed in
accordance with the terms of the Class A Preferred, and the remaining 341,435
shares were exchanged for 260,141 shares of Class B Preferred Stock, par value
$.01 per share, of the Company, making North Central the owner of 100% of the
Company's outstanding preferred stock. Pursuant to the Stock Purchase
Agreement, the final purchase price for the assets of North Central (which is
contingent on an earnout and will be equal to the operating income of North
Central for the three year period ending June 9, 1997) may not be less than
$1,600,000 nor more than $2,000,000.
On April 20, 1995, the Company accepted a promissory note from Eugene J.
Mora, Chairman, Chief Executive Officer and President, in the amount of $198,440
in partial payment for 177,562 shares of the Company's common stock acquired
upon the exercise of stock options held by Mr. Mora. The promissory note is
secured by the 177,562 shares of common stock owned by Mr. Mora, bears interest
at the rate of 10% per annum and matures in April 2000.
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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.
AMSERV HEALTHCARE INC.
By: /s/ Leslie Hodge
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Leslie Hodge
Vice President and Secretary
Dated: October 12, 1995.
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