<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
Amendment No. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended May 31, 1995, or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the transition period from
__________ to __________
Commission file number 0-26088
PCT HOLDINGS, INC.
(Name of small business issuer in its charter)
Nevada 87-0431483
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
434 Olds Station Road
Wenatchee, Washington 98801
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (509) 664-8000
Securities registered pursuant to Section 12(b) of the Exchange Act
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 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 Securities 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. / /
---
<PAGE>ii
State issuer's revenues for its most recent fiscal year: $11,035,595
State the aggregate market value of the voting stock held by
non-affiliates, based on the closing price for the registrant's Common
Stock on the NASDAQ Electronic Bulletin Board, as of August 15, 1995:
approximately $13,935,531.50
State the number of shares of Common Stock outstanding at August 15, 1995:
5,332,008
Documents Incorporated by Reference: None
Transitional small business disclosure format: Yes ___ No X
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<PAGE>1
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a)
OF THE EXCHANGE ACT
The following table sets forth information as of August 21, 1995
(unless otherwise noted) regarding the directors and executive officers of
the Company.
Director or
Name Age Officer Since Position with Company
- ---- --- ------------- ---------------------
Donald A. Wright 43 02/95 Chairman of the Board,
Chief Executive Officer
and President
Herman L. "Jack" Jones 63 02/95 Executive Vice President
and Director
Roger P. Vallo 60 02/95 Secretary and Director
Robert L. Smith 80 02/95 Treasurer and Director
Nick A. Gerde 50 02/95 Vice President and Chief
Financial Officer
Arthur S. Robinson 60 02/95 Director
Donald B. Cotton 56 02/95 Director
Roger D. Dudley 43 02/95 Director
Allen W. Dahl, M.D. 67 02/95 Director
John M. Eder 52 02/95 Director
Ronald E. Marshall 52 02/95 Director (resigned
effective July 31, 1995)
Donald A. Wright has been the Chief Executive Officer, President
and a Director of the Company since February 1995 and served PCTH in the
same capacity from May 1994 to February 1995. He has been an officer and
director of PCTI and its predecessor, Kyle Technology Corporation, since
1990. Prior to that time, Mr. Wright was the founder and president of a
Washington-based high technology corporation known as Component Concepts,
Inc.
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Herman L. "Jack" Jones has been the Executive Vice President and
a Director of the Company since February 1995 and served PCTH in the same
capacity from May 1994 to February 1995. He has also served as a director
and officer of CMC since 1969.
Roger P. Vallo has been a Director and the Secretary of the
Company since February 1995 and served in the same capacity with PCTH from
May 1994 to February 1995, and with PCTI from June 1993 to May 12, 1994.
From 1990 he served as a Director of the predecessor of PCTI and then
subsequently as a Director of PCTI. Since 1986, Mr. Vallo has been the
President and Chief Executive Officer of Prudential Preferred Properties in
Everett, Washington, known formerly as Duryee Realty.
Robert L. Smith has been Director and Treasurer of the Company
since February 1995 and served in the same capacity with PCTH from May 1994 to
February 1995. Prior to May 1994, he also served as a Director and officer
of PCTI. Mr. Smith has been engaged in the commercial real estate business
for Prudential Preferred Properties in Everett, Washington, for many years.
Nick A. Gerde has been the Vice President of Finance and Chief
Financial Officer of the Company since February 1995 and served in the same
capacity with PCTH from August 1994 to February 1995. Mr. Gerde served as
Vice President/CFO with Print Northwest, Inc., a commercial
printer located in the Puget Sound region from 1986 through 1990;
Controller/CFO with Hydraulic Repair & Design, Inc., a regional hydraulic
component repair and wholesale distribution company in Washington and
Oregon from 1990 through mid- 1993; Business Development Specialist with
the Economic Development Council of North Central Washington from July 1993
to June 1994; and Vice President and a shareholder of Televar Northwest,
Inc., a closely held telecommunications company in North Central Washington
from July 1994 to March 1995. Mr. Gerde is a CPA with over twenty years of
financial management and business experience.
Arthur S. Robinson has been a Director of the Company since
February 1995 and served in the same capacity with PCTH from May 1994 to
February 1995. He also has been a Director of PCTI since October 1993. For
the past five years, Mr. Robinson has been the chairman of the Robinson
Group, an asset management business consulting firm.
Donald B. Cotton has been a Director of the Company since
February 1995 and served in the same capacity with PCTH from May 1994 to
February 1995. He has been a Director of PCTI since October 1993. Mr.
Cotton retired from GTE in 1993, where he had been employed from 1962 to
retirement and served most recently as a vice president. He is currently
self-employed as a software consultant.
Roger D. Dudley has been a Director of the Company since February
1995. Mr. Dudley serves as Vice President of Studdert Companies Corp., a
Salt Lake City, Utah, based private investment company since February 1993.
He also serves as Director,
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Executive Vice President, Treasurer and Secretary of fonix corporation (NASDAQ
Bulletin Board "FONX") since October 1993. Mr. Dudley also serves as Secretary
of Capital International Fund Limited, an international investment fund, and
Executive Vice President of C.I. International Ltd., the Fund's investment
manager. Mr. Dudley also served as Executive Vice President and Trustee of
Pacific American Investors from June 1990 through April 1995.
Allen W. Dahl, M.D. has been a Director of the Company since
February 1995 and has served in the same capacity with PCTH since October 1994.
Dr. Dahl is a semi-retired physician, having been in practice since 1957 in
the Puget Sound region of Washington State.
John M. Eder has been a Director of the Company since February
1995. Mr. Eder has served in the same capacity with PCTH since May 1994. Mr.
Eder has served as Vice President and General Manager of CMC since May 1989.
Ronald E. Marshall was a Director of the Company from February
1995 through July 31, 1995, and has served in the same capacity with PCTH and
PCTI since 1994. Since 1981, Mr. Marshall has been an owner of Marshall and
Sullivan, Inc., an investment advisor in Washington State. On July 31,
1995, Mr. Marshall tendered his resignation as a Director of the Company.
Mr. Marshall's resignation was for personal reasons and did not result from
any disagreement with the Board or management of the Company. A replacement
for the position held by Mr. Marshall has not yet been considered.
Directors of the Company hold office until the next annual
meeting of the Company's shareholders and until their successors have been
elected and duly qualified. Executive officers are elected by the Board of
Directors of the Company at the first meeting after each annual meeting of
shareholders and hold office until their successors are elected and duly
qualified.
Compliance with Section 16(a) of the Securities Exchange Act of
1934. Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Act"), requires the reporting persons (as defined in Section 16(a) of the
Act) to file reports of ownership and changes in ownership with the SEC.
Such reporting persons are required by the SEC regulations to provide the
Company with copies of all Section 16(a) reports they file.
Based solely on a review of the copies of the forms provided to
the Company, or written representations that no filing of forms was
required, the Company believes that during the fiscal year ended May 31,
1995, all Section 16(a) filing requirements applicable to such reporting
persons were complied with, except that two filings on Form 4 of Mr. Donald
A. Wright were filed after the date on which they were due.
<PAGE>4
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGERS
The following table sets forth certain information regarding
beneficial ownership of the Company's Common Stock as of August 15, 1995,
by (i) each person known by the Company to own beneficially more than 5% of
the Company's outstanding Common Stock, (ii) each of the Company's named
executive officers and directors, and (iii) all executive officers and
directors as a group. Shares not outstanding but deemed beneficially owned
by virtue of the right of an individual to acquire them within 60 days are
treated as outstanding only when determining the amount and percentage of
Common Stock owned by such individual. Shares for which beneficial
ownership is disclaimed by an individual are included for purposes of
determining the amount, but not the percentage, of Common Stock owned by
such individual. Each person has sole voting and sole investment power with
respect to the shares shown except as noted.
Name/Address of 5%
Beneficial Owner, Number of Percentage of
Director, Officer Shares Class(1)
- ----------------- --------- -------------
Melvin B. Hoelzle 380,500(2) 7.10%
8105 South Broadway
Everett, WA 98203
Roger Vallo 242,526(3) 4.55%
2731 Wetmore Avenue
Everett, WA 98201
Donald A. Wright 363,599(4) 6.69%
434 Olds Station Rd
Wenatchee, WA 98801
Herman L. "Jack" Jones 699,437 13.12%
102 Maple Street
Cashmere, WA 98815
Arthur S. Robinson 127,086(5) 2.38%
P.O. Box 707
Snohomish, WA 98291-0707
Robert L. Smith 116,882 2.19%
20008 Grand Avenue, Apt. 201
Everett, Washington 98201
Donald B. Cotton 102,110 1.92%
538 TimberRidge Drive
Trophy Club, Texas 76262
John M. Eder 41,666 0.78%
4222 Knowles Road
Wenatchee, Washington 98801
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Allen W. Dahl 27,776 0.52%
7300 Madrona Drive N.E
Bainbridge Island, WA 98110
Roger D. Dudley 266,043(6) 1.67%
60 East South Temple St., #1225
Salt Lake City, Utah 84111
Gomez Stiftung 704,700 13.22%
Austrasse 15
Postfach 1117
FL/9490
Vaduz, Lichtenstein
Officers and Directors 1,836,258(7) 33.65%
as a group (10 persons)
(1) Rounded to the nearest 1/100 of one percent.
(2) Includes 83,333 shares held by Dain Bosworth,
Incorporated, custodian for Melvin B. Hoelzle IRA; and
2,083 shares held in the RHUC Trust, of which Mr. Hoelzle
disclaims ownership.
(3) Includes 241,666 shares held by Seattle-First National Bank,
Custodian for Roger P. Vallo, IRA.
(4) Includes 32,666 shares held by Dain Bosworth, Incorporated,
custodian for Donald A. Wright. Also includes warrants to
purchase 100,000 shares, all of which presently are
exercisable.
(5) Includes 2,083 shares owned by Deborah K. Robinson.
(6) Includes 743 shares held by trusts of which Mr. Dudley
and/or his spouse are beneficiaries. Also includes
265,300 shares held by a limited liability company of
which another limited liability company owned by Mr.
Dudley's family holds a one-third interest. Mr. Dudley
disclaims beneficial ownership of two-thirds, or 176,867, of
such shares.
(7) Includes 125,000 shares issuable upon the exercise of warrants
that are fully exercisable.
<PAGE>6
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 to be signed on its behalf by the undersigned, thereunto duly
authorized.
PCT HOLDINGS, INC.
Date: October 11, 1995 By /s/ DONALD A. WRIGHT
-------------------------------------
Donald A. Wright
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, this amendment has been signed below by the following
persons on behalf of the registrant and in the following capacities on
October 11, 1995.
Signature Title
- --------- -----
/s/ DONALD A. WRIGHT President, Chief Executive Officer,
- ------------------------------- Chairman of the Board
Donald A. Wright (Principal Executive Officer)
/s/ NICK A. GERDE Vice President, Chief Financial
- ------------------------------- Officer (Principal Financial
Nick A. Gerde and Accounting Officer)
/s/ ROGER P. VALLO Secretary and Director
- -------------------------------
Roger P. Vallo
Treasurer and Director
- -------------------------------
Robert L. Smith
/s/ JACK JONES Executive Vice President and Director
- -------------------------------
Herman L. "Jack" Jones
<PAGE>7
Director
- -------------------------------
Arthur S. Robinson
Director
- -------------------------------
Donald B. Cotton
Director
- -------------------------------
Roger D. Dudley
/s/ JOHN M. EDER Director
- -------------------------------
John M. Eder
/s/ ALLEN W. DAHL Director
- -------------------------------
Allen W. Dahl
