<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/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 April 30, 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 No. 0-16115
AIRSENSORS, INC.
(Exact name of registrant as specified in its charter)
Delaware 91-1039211
(State of Incorporation) (IRS Employer ID. No.)
16804 Gridley Place, Cerritos, California 90703
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (310) 860-6666
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock;
Common Stock Purchase Warrants; and
Units, consisting of one share of Common Stock
and one Common Stock Purchase Warrant
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, and (2) has been subject to such filing
requirements for the past 90 days.
Yes x No
----------- ----------
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405) 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 to this Form 10-K. / /
Approximate aggregate market value of the voting stock held by non-
affiliates of the registrant as of June 30, 1995 was $34,075,583.
Number of shares outstanding of each of the registrant's classes of common
stock, as of June 30, 1995:
5,641,370 shares of Common Stock
Documents incorporated by reference:
See Item 14
Part III (Items 10, 11, 12 and 13) is hereby added to registrant's Form 10-
K filed on July 28, 1995.
<PAGE>
PART III
--------
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth information concerning the executive
officers and directors of the Company as of April 30, 1995:
<TABLE>
<CAPTION>
Name Age Position with Company
- ---- --- ---------------------
<S> <C> <C>
Robert M. Stemmler (1)........60 President, Chief Executive
Officer and Director
James J. Mantras .............67 Executive Vice President
Thomas M. Costales............48 Treasurer
and Chief Financial Officer
Dale L. Rasmussen.............45 Senior Vice President
and Secretary
Edward E. Elsner..............47 Vice President of Operations
David H. Smith ...............55 Vice President Research
and Technology
Rawley F. Taplett (3).........74 Chairman of the Board
and Director
Edwin J. Schneebeck (2).......83 Vice Chairman of the Board
and Director
Peter B. Bensigner (3)........59 Director
Norman L. Bryan (2)...........54 Director
V. Robert Colton (1)..........65 Director
Don J. Simplot (2)............60 Director
Douglas W. Toms (3)...........65 Director
Kelly Waller (1)(4)...........80 Director
<FN>
- -------------------------
(1) Term as Board of Director member expires 1995.
(2) Term as Board of Director member expires 1996.
(3) Term as Board of Director member expires 1997.
<PAGE>
(4) Mr. Waller has announced his retirement. While the Board of Directors
is undertaking a search for a replacement and expects to fill the
vacancy, no replacement has been selected at this time.
</FN>
</TABLE>
The Board of Directors is divided into three classes, each consisting of
three Directors, with the three classes serving staggered three-year
terms.The executive officers are elected annually by the Board of Directors
and serve at the pleasure of the Board of Directors.
ROBERT M. STEMMLER has been a Director of the Company since May 1993,
and became the President and Chief Executive Officer of the Company on July
1, 1993. He was a full-time consultant to the Company from December 1992
until becoming President and CEO. From 1988 until December 1992, Mr.
Stemmler was the Chief Operating Officer of Sargent Fletcher Company, a
manufacturer of fuel tanks, aerial refueling systems and specialty mission
equipment for military aircraft. He was the General Manager of IMPCO
Technologies, Inc. from 1982 to 1985.
JAMES J. MANTRAS was the Treasurer and Chief Financial Officer of the
Company from June 1989 until March 1995, and was the Executive Vice President
until his retirement on August 31, 1995.
THOMAS M. COSTALES has been the Treasurer and Chief Financial Officer of
the Company since March 1995. From September 1993 until joining the Company,
he was Vice President and Controller of the Omnifax division of Danka
Industries, Inc. He held a similar position with Omnifax s predecessor,
Telautograph Corporation, from 1987 until it was acquired by Danka
Industries.
DALE L. RASMUSSEN has been Senior Vice President and Secretary since
June 1989. He joined the Company in 1984 as Vice President of Finance and
Administration.
EDWARD E. ELSNER has been Vice President of Operations of AirSensors
since June 1989 and Vice President of Operations of IMPCO since October 1985.
DAVID H. SMITH has been Vice President, Research and Technology since
May 1993, and from 1988 until becoming a Vice President, was the Company's
Director of Research and Development.
RAWLEY F. TAPLETT is the Chairman of the Board and has been a Director
of the Company since May 1978. He is the founder and owner of R.F. Taplett
Fruit and Storage Company, a grower, packer and marketer of fruit, primarily
apples. He is also the principal shareholder, and officer and director, of
Whitestone Orchards, Inc., which owns and operates apple orchards.
EDWIN J. SCHNEEBECK has been a Director of the Company since March 1981
and is the Vice Chairman of the Board. He was the owner and operator of a
magazine and newspaper distribution business which was sold in 1980 and,
until its dissolution, was President of ESS Corporation, a closely held real
estate company. Since then he has been active as an investor in real estate
and various closely held businesses.
PETER B. BENSINGER has been a Director since March 1995. He has been
the President and CEO of Bensinger, Dupont & Associates, a consulting firm
providing consulting, training and employee assistance programs, since 1982.
Mr. Bensinger served as Administrator of the U.S. Drug Enforcement
Administration from January 1976 to July 1981. Mr. Bensigner is the son-in-
law of Edwin J. Schneebeck
NORMAN L. BRYAN has been a Director of the Company since November 1993.
He was employed by Pacific Gas and Electric Company for a number of years
prior to his retirement in 1994. Mr. Bryan was Vice President, Marketing
from February 1993 until December 1994, and was Vice President, Clean Air
Vehicles from February 1991 to February 1993.
<PAGE>
V. ROBERT COLTON has been a Director of the Company since March 1989.
Mr. Colton is a retired dentist and has engaged in real estate investments
and development activities for a number of years.
DON J. SIMPLOT has been a Director of the Company since May 1978. He is
the President of Simplot Industries, Inc., which is engaged in agriculture
enterprises, and a Vice President of J.R. Simplot Company, which is also
engaged in agricultural enterprises. Mr. Simplot is a Director of Micron
Technology, Inc., a designer and manufacturer of semiconductor memory
components primarily used in various computer applications.
DOUGLAS W. TOMS is the Chairman of the Executive Committee and has been
a Director of the Company since October 1980. He served as President and
Chief Executive Officer of the Company from October 1980 to April 1989.
Since April 1989, Mr. Toms has been a consultant to American Honda Motor
Company, Inc.
KELLY WALLER has been a Director of the Company since September 1989.
Mr. Waller retired as Chairman of Safeco Life Insurance Company in 1980 and
is now an investor, insurance broker and financial consultant.
Section 16(a) Reporting
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company s directors and executive officers, and persons who own more than 10%
of the Company s Common Stock, to file with the Securities and Exchange
Commission ( SEC ) initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company.
Officers, directors and greater than 10% shareholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) reports
they file. To the Company s knowledge, based solely on review of the copies
of such reports furnished to the Company or advice that no filings were
required, during fiscal year 1995 all officers, directors and greater than
10% beneficial owners complied with the Section 16(a) filing requirements
except Peter B. Bensigner, Norman L. Bryan, Thomas M. Costales, and Don J.
Simplot each filed one Form 4 late.
ITEM 11 - EXECUTIVE COMPENSATION
The following table sets forth certain information regarding
compensation paid during each of the Company s last three fiscal years to the
Company s chief executive officer and each of the Company s other executive
officers who were serving at the end of the fiscal year 1995.
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------- ------------
SECURITIES
UNDERLYING
NAME AND FISCAL SALARY BONUS OPTIONS ALL OTHER
PRINCIPAL POSITION YEAR ($)(1) ($) (IN SHARES) COMPENSATION
- ------------------- ---- -------- ------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Robert M. Stemmler(2) 1995 $170,083 $53,625 50,000(3) $25,872(4)
President and Chief 1994 145,417 50,000 70,000(3) 20,786
Executive Officer
James J. Mantras 1995 $115,000 $12,000 -0- $19,992(5)
Executive Vice 1994 115,000 27,000 -0- 23,158
President 1993 115,000 20,000 -0- 21,793
David H. Smith (6) 1995 $ 92,000 $15,000 -0- $14,324(7)
Vice President of 1994 92,000 16,000 -0- 11,924
Research
Edward E. Elsner 1995 $ 90,000 $24,000 -0- $16,918(8)
Vice President of 1994 85,000 18,000 -0- 16,656
Operations 1993 84,000 14,000 -0- 17,639
Dale L. Rasmussen 1995 $ 89,083 $15,000 -0- $15,122(9)
Senior Vice President 1994 85,000 17,000 -0- 16,341
and Secretary 1993 85,000 15,000 -0- 16,623
Thomas M. Costales(10) 1995 $ 16,667 $ 3,000 12,000(3) $ 2,000(11)
Treasurer and Chief
Financial Officer
<FN>
- -------------------------
(1) Includes amounts deferred by executive officers pursuant to the IMPCO
Employee Savings Plan.
(2) Mr. Stemmler became the Company's Chief Executive Officer on
July 1, 1993.
(3) Options under Incentive Stock Option Plan.
(4) Group term life insurance premium of $10,350, Company's contribution of
$2,522 pursuant to the IMPCO Employee Savings Plan, Christmas bonus of
$1,000 and automobile allowance of $12,000.
(5) Group term life insurance premium of $5,404, Company's contribution of
$2,088 pursuant to the IMPCO Employee Saving Plan, Christmas bonus of
$1,000 and automobile allowance of $11,500.
(6) Mr. Smith became a Vice President in May 1993.
(7) Company's contribution of $1,674 pursuant to the IMPCO Employee Savings
Plan, Christmas bonus of $1,000 and automobile allowance of $11,650.
(8) Group term life insurance premium of $2,280, Company's contribution of
$1,638 pursuant to the IMPCO Employee Savings Plan, Christmas bonus of
$1,000 and automobile allowance of $12,000.
<PAGE>
(9) Company's contribution of $1,622 pursuant to the IMPCO Employee Savings
Plan, Christmas bonus of $1,000 and automobile allowance of $12,500.
(10) Mr. Costales became the Company's Treasurer and Chief Financial Officer
in March 1995.
(11) Automobile allowance of $2,000.
</FN>
</TABLE>
OPTIONS GRANTED IN FISCAL YEAR 1995
The following table provides information with respect to options granted
during the last fiscal year.
<TABLE>
<CAPTION>
Individual Grants
----------------------------------------------------------
Number of % of Total
Securities Options
Underlying Granted to Exercise
Options Employees Price Per Expiration
Name Granted(1) in Fiscal year Share Date
- ------------------- ---------- -------------- --------- ----------
<S> <C> <C> <C> <C>
Robert M. Stemmler 50,000 38% $11.25 6/02/04
James J. Mantras -0- -0- -0- -
Dale L. Rasmussen -0- -0- -0- -
Thomas M. Costales 12,000 9% $9.00 3/24/05
Edward Elsner -0- -0- -0- -
David H. Smith -0- -0- -0- -
Potential Realizable
Value at Assumed Annual
Rates of Stock Price
Appreciation for Option Term (2)
---------------------------------
Name 5% 10%
- ------------------- -------- --------
<S> <C> <C>
Robert M. Stemmler $353,753 $896,480
James J. Mantras -0- -0-
Dale L. Rasmussen -0- -0-
Thomas M. Costales $ 67,920 $172,124
Edward Elsner -0- -0-
David H. Smith -0- -0-
<FN>
- -------------------------
(1) Material terms of options granted under the Incentive Stock Option Plan
are as follows: Options are granted at the fair market value of the
Common Stock on the date of grant and vest cumulatively at the rate of
25% annually, beginning on the first anniversary of the date of grant.
However, if employment terminates due to death or disability, retirement
at or after age 62, or termination without cause, then options vest at
the rate of 25% for each full calendar year of employment. Options may
be exercised only while an optionee is employed by the Company, or
within three months following termination of employment. However, if
termination results from death or disability, options may be exercised
within one year of the termination date. In no event may options be
exercised more than ten years after date of grant.
<PAGE>
(2) Based on ten-year option term and annual compounding at rates shown.
The dollar amounts under these columns are the results of calculations
at the 5% and 10% rates set by the Securities and Exchange Commission
and, therefore, are not intended to forecast possible future
appreciation, if any, of the Common Stock. No gain to optionees is
possible without stock price appreciation, which will benefit all
stockholders commensurably.
</FN>
</TABLE>
AGGREGATED OPTION EXERCISES DURING FISCAL YEAR 1995
AND
FISCAL YEAR-END OPTION VALUES
The following table provides information with respect to exercise of
options during the last fiscal year and value of unexercised options at the
end of fiscal year 1995.
<TABLE>
<CAPTION>
VALUE OF
UNEXERCISED
NUMBER OF IN-THE-MONEY
UNEXERCISED OPTIONS AT
SHARES OPTIONS (IN SHARES) FISCAL YEAR-END
ACQUIRED AT FISCAL YEAR-END (1)
ON VALUE ------------------ ---------------
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
- -------------- -------- -------- ------------------ ---------------
<S> <C> <C> <C> <C>
Robert M. Stemmler -0- -0- 17,500/102,500 $ 32,500/97,500
James J. Mantras 31,666 208,522(2) 37,714/ -0- (3) $248,087/ -0-
Dale L. Rasmussen -0- -0- 77,714/ -0- (3) $379,737/ -0-
Thomas M. Costales -0- -0- -0- /12,000(4) -0- / -0-
Edward Elsner -0- -0- -0- / -0- -0- / -0-
David H. Smith 16,666 102,079(2) -0- / -0- (4) -0- / -0-
<FN>
- -------------------------
(1) Calculated by determining the difference between the fair market value
of the Common Stock underlying the options on April 30, 1995 ($8.50) and
the exercise price of the options.
(2) Calculated by determining the difference between the fair market value
of the Common Stock on the date of exercise and the exercise price of
the options.
(3) Options under Incentive Stock Option Plan and 1991 Executive Stock
Option Plan.
(4) Options under Incentive Stock Option Plan.
</FN>
</TABLE>
<PAGE>
COMPENSATION OF DIRECTORS
Each Director who is not an employee of the Company is paid an
attendance fee of $1,000 plus out-of-pocket expenses for each Board or
Committee meeting attended. In addition, the Chairman and Vice-Chairman of
the Board of Directors are each paid an annual retainer of $50,000 plus
reimbursement of out-of-pocket expenses, and provided a company vehicle. In
addition, the Company provides medical insurance for the Chairman of the
Executive Committee.
A total of 220,000 options have been granted to Directors under the 1993
Stock Option Plan for nonemployee Directors. These options are held by
Messrs. Bensigner, Bryan, Colton, Schneebeck, Simplot, Taplett and Toms, all
of whom are nonemployee Directors, and one retired nonemployee Director.
130,000 options were available for future grants as of April 30, 1995.
Option exercise prices are the higher of (i) the average market value of the
stock for the 15 trading days following the date of grant and (ii) the market
value on the fifteenth trading day following the date of grant. Options are
not assignable and vest cumulatively at the rate of 25% annually, beginning
of the first anniversary date of grant. However, if a Director dies, becomes
disabled or retires at age 62 or later, then options vest at the rate of 25%
for each full calendar year in which optionee served as a Director of the
Company. Options must be exercised while a Director or within three months
following termination as Director, unless termination results from death or
disability, in which case options may be exercised during the one-year period
following termination. In no event may options be exercised more than ten
years after date of grant.
EMPLOYMENT AGREEMENTS
An Employment Agreement with Robert M. Stemmler in effect through March
31, 1995 was replaced with a new Employment Agreement effective April 1,
1995. The new Agreement is for three consecutive twelve month periods,
commencing April 1, 1995. It is subject to certain termination events, which
include Mr. Stemmler's resignation and the Company's right to terminate him
with or without cause upon payment of lump sum equal to 100% in the first
term and 75% in the second and third terms, respectively, of base salary,
plus certain incentive compensation and payment of benefits for a period
following termination. The Agreement requires payment of an annual base
salary of $195,000, payment of incentive compensation under the Company's
Bonus Incentive Plan and a special one-time bonus of $20,000 paid upon the
commencement of the Agreement.
<PAGE>
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The following report on executive compensation is furnished by the Board
of Directors. In fiscal year 1995, as in prior years, the nonmanagement
members of the Board of Directors determined the compensation to be paid to
the executive officers. Employment Agreements with Robert M. Stemmler were
in effect during the fiscal year. See Employment Agreements.
FISCAL YEAR 1995 COMPENSATION
COMPENSATION PHILOSOPHY
Compensation of the executive officers is designed to link compensation
directly to the Company's growth and financial performance. Compensation
consists of base compensation, a Bonus Incentive Plan and options under and
Incentive Stock Option Plan. The objective of these three elements, taken
together, is to provide reasonable base compensation and to retain, recognize
and reward superior performance. The compensation philosophy also ensures
that the Company provides a comprehensive compensation package that is
competitive in the marketplace.
BONUS INCENTIVE PLAN
The Company has a Bonus Incentive Plan which includes a bonus incentive
plan for the chief executive officer and a bonus incentive pool for the
executive officers and staff. These bonus plans have two components: A
revenue portion which is based upon the percentage increase of the
Company's gross revenues to the extent gross revenues exceed 110% of the
prior fiscal year gross revenues, and an earnings before interest and taxes
(EBIT) portion which is based upon the incremental growth in EBIT over the
prior fiscal year. The minimum bonus payable to the chief executive officer
is 1.5% of the current fiscal year s EBIT and the maximum bonus is 75% of
current salary. The minimum bonus pool for the other executive officers and
staff is 4% of the current fiscal year's EBIT and the maximum bonus pool is
50% of their current aggregate salaries.
CEO COMPENSATION
Robert M. Stemmler served as chief executive officer pursuant to an
employment agreement which was in effect through March 31, 1995. Pursuant to
that employment agreement, he was paid a base salary at an annual rate of
$134,000. Effective April 1, 1995, the Company entered into a new employment
agreement with Mr. Stemmler providing for a base salary at an annual rate of
$195,000. In addition to the base salary, Mr. Stemmler is eligible for an
annual cash bonus under the Bonus Incentive Plan. The 1995 employment
agreement also provided a special one-time bonus payment of $20,000. The
increase in the base salary and the one-time bonus payment were in
recognition of Mr. Stemmler development and execution of the Company s fiscal
year 1995 operating plan and the identification and implementation of
significant strategic relationships with original equipment manufacturers,
domestic and international distributors and various governmental agencies.
Mr. Stemmler's bonus for fiscal year 1995 was the minimum bonus payable
under the Bonus Incentive Plan. As longer term compensation, options were
granted to purchase 50,000 shares of common stock under the Incentive Stock
Option Plan. The options were intended to induce Mr. Stemmler's continued
employment, allow him to participate in the ownership of the Company, and
provide further long-term incentive to advance the interest of the Company
and increase the value of the Company's stock.
<PAGE>
OTHER EXECUTIVE OFFICERS
In reviewing and approving base salaries for the executive officers, the
Compensation Committee relies on independent industry surveys to assess the
Company's salary competitiveness and salary range for each position. Base
salary is based upon individual performance, experience, competitive pay
practices and level of responsibilities. Base salaries in fiscal year 1995
reflected the Committee's determination of compensation levels required to
remain competitive, given each executive officer s performance, the Company's
performance and the competitive environment for executive talent.
The purpose of Stock Options are to induce selected, key employees of
the Corporation and its subsidiaries to remain employed with the Corporation,
to participate in the ownership of the Corporation, to advance the interest
of the Corporation and to increase the value of the Corporation's Common
Stock.
In fiscal year 1995, the executive officers bonuses under the Bonus
Incentive Plan were at the minimum level payable under the Plan.
The foregoing report was made by the members of the Compensation
Committee.
Douglas W. Toms, Chair
Edwin J. Schneebeck
Don J. Simplot
Rawley F. Taplett
COMPARATIVE STOCK PERFORMANCE
The graph below compares the cumulative total stockholder return on the
Company's Common Stock for the last five fiscal years with the cumulative
total return of the CRSP Total Return Index for The Nasdaq Stock Market Index
and the Nasdaq Trucking and Transportation Stock Index over the same period
(assuming the investment of $100 and reinvestment of all dividends).
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPH
<TABLE>
<CAPTION>
Nasdaq
Value at Trucking &
April 30, AirSensors Nasdaq Transportation
- ---------- ---------- -------- --------------
<S> <C> <C> <C>
1990 100.0 100.0 100.0
1991 75.0 118.8 107.2
1992 62.5 144.1 143.6
1993 85.4 165.6 160.9
1994 177.1 184.3 182.3
1995 141.7 214.2 180.3
</TABLE>
<PAGE>
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
COMMON STOCK
The following table sets forth information as of July 31, 1995, with
respect to all stockholders known by the Company to be the beneficial owners
of more than 5% of the outstanding Common Stock. Except as otherwise
specified, each named beneficial owner has sole voting and investment power
with respect to the shares set forth opposite his or her name.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- ------------------- --------------------- --------
<S> <C> <C>
Edwin J. Schneebeck 1,784,185 (1),(2) 28.34%
P.O. Box 5245
Tacoma, WA 98405
Rawley F. Taplett 701,005 (3) 11.98%
P.O. Box 2188
Wenatchee, WA 98801
Timothy J. Schneebeck 445,601 (4) 7.90%
P.O. Box 5245
Tacoma, WA 98405
Mary Chichester 356,644 (5) 6.14%
714 East 48th Street
Tacoma, WA 98404
Vanguard Explorer Fund, Inc. 286,000 5.07%
P.O. Box 2600
Valley Forge, PA 19482
<FN>
-------------------------
(1) Includes 40,000 shares subject to options under the Directors
Stock Option Plan and 613,671 shares subject to conversion
rights under 3,250 shares of 1993 Series 1 Preferred Stock.
(2) Includes 445,601 shares owned by Timothy J. Schneebeck subject
to a power of attorney held by Edwin J. Schneebeck.
(3) Includes 40,000 shares subject to options under the Directors
Stock Option Plan and 169,940 shares subject to conversion
rights under 900 shares of 1993 Series 1 Preferred Stock.
(4) See footnote (2) above.
(5) Includes 166,666 shares subject to a presently exercisable
warrant.
</FN>
</TABLE>
<PAGE>
PREFERRED STOCK
The following table sets forth information as of July 31, 1995, with
respect to all stockholders known by the Company to be the beneficial owners
of more than 5% of the outstanding 1993 Preferred Stock. Except as otherwise
specified, each named beneficial owner has sole voting and investment power
with respect to the shares set forth opposite his name.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- ----------------- --------------------- --------
<S> <C> <C>
Edwin J. Schneebeck 3,250 54.62%
P.O. Box 5245
Tacoma, WA 98405
Don J. Simplot 900 15.13%
P.O. Box 27
Boise, ID 83707
Rawley F. Taplett 900 15.13%
P.O. Box 2188
Wenatchee, WA 98801
Douglas W. Toms 450 7.56%
2001 Lakewood
Olympia, WA 98501
Dale L. Rasmussen 450 7.56%
28833 228th Ave. S.E.
Kent, WA 98042
----- -------
5,950 100.00%
</TABLE>
<PAGE>
OWNERSHIP OF MANAGEMENT
The following table sets forth information as of July 31, 1995, as to
the number of shares of Common Stock and 1993 Preferred Stock beneficially
owned by (i) each Director, (ii) the executive officers named in the Summary
Compensation Table and (iii) all Directors and executive officers as a group.
Except as otherwise specified, each named beneficial owner has sole voting
and investment power with respect to the shares set forth opposite his name.
<TABLE>
<CAPTION>
TITLE OF NAME OF BENEFICIAL AMOUNT AND NATURE OF PERCENT
CLASS OWNER BENEFICIAL OWNERSHIP OF CLASS
- -------- ------------------ -------------------- --------
<S> <C> <C> <C>
Common Peter B. Bensigner 35,833 0.64%
Common Norman L. Bryan -0- -0-
Common V. Robert Colton 136,666(1) 2.41%
Common Thomas M. Costales -0- -0-
Common Edward E. Elsner -0- -0-
Common James J. Mantras 37,714(2) 0.66%
Common Dale L. Rasmussen 188,849(3) 3.25%
Common Edwin J. Schneebeck 1,784,185(4) 28.34%
Common Don J. Simplot 270,741(5) 4.65%
Common David H. Smith 3,419 0.06%
Common Robert M. Stemmler 40,000(6) 0.70%
Common Rawley F. Taplett 701,005(7) 11.98%
Common Douglas W. Toms 255,635(8) 4.43%
Common Kelly Waller 53,541(9) 0.95%
Common All executive officers
and directors
as a group (14 persons) 3,507,588 49.16%
Preferred See Ownership of Certain
Beneficial Owners -
Preferred Stock for
ownership of 1993 Preferred
Stock
Preferred All executive officers
and directors
as a group (14 persons) 5,950 100.0%
<FN>
- -------------------------
(1) Includes 20,000 shares subject to options under Directors Stock Option
Plan.
(2) Includes 37,714 shares subject to options under the 1991 Executive
Stock Option Plan.
<PAGE>
(3) Includes 25,000 shares subject to options under the Incentive Stock
Option Plan, 52,714 shares subject to options under the 1991 Executive
Stock Option Plan and 84,970 shares subject to conversion rights under
450 shares of 1993 Series 1 Preferred Stock.
(4) Includes 40,000 shares subject to options under Directors Stock Option
Plan, 613,671 shares subject to conversion rights under 3,250 shares
of 1993 Series 1 Preferred Stock and 445,601 shares owned by Timothy J.
Schneebeck subject to a power of attorney held by Edwin J. Schneebeck.
(5) Includes 5,000 shares subject to options under Directors Stock Option
Plan and 169,940 shares subject to conversion rights under 900 shares
of 1993 Series 1 Preferred Stock.
(6) Includes 40,000 shares subject to options under the Incentive Stock
Option Plan.
(7) Includes 40,000 shares subject to options under Directors Stock Option
Plan and 169,940 shares subject to conversion rights under 900 shares
of 1993 Series 1 Preferred Stock.
(8) Includes 40,000 shares subject to options under Directors Stock Option
Plan and 84,970 shares subject to conversion rights under 450 shares of
1993 Series 1 Preferred Stock.
(9) Includes 20,000 shares subject to options under Directors Stock Option
Plan.
</FN>
</TABLE>
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
<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 report to be signed
on its behalf by the undersigned thereunto duly authorized.
Dated August 24, 1995
AIRSENSORS, INC.
By /S/ THOMAS M. COSTALES
------------------------------
Thomas M. Costales,
Chief Financial Officer
and Treasurer
[Principal Financial Officer]
