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, 1996, 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, 1996 was $35,033,718.
Number of shares outstanding of each of the registrant's classes of
common stock, as of June 30, 1996:
5,683,190 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 29, 1996.
<PAGE>1
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, 1996:
Name Age Position with Company
- ---- --- ---------------------
Robert M. Stemmler (3)........60 President, Chief Executive
Officer and Director
Thomas M. Costales............49 Treasurer
and Chief Financial Officer
Dale L. Rasmussen.............46 Senior Vice President
and Secretary
Edward E. Elsner..............48 Vice President of Operations
David H. Smith ...............56 Vice President Research
and Technology
Rawley F. Taplett (2).........75 Chairman of the Board
and Director
Edwin J. Schneebeck (1).......84 Vice Chairman of the Board
and Director
Peter B. Bensigner (2)........60 Director
Norman L. Bryan (1)...........55 Director
V. Robert Colton (3)..........66 Director
Don J. Simplot (1)............61 Director
Douglas W. Toms (2)...........66 Director
- -------------------------
(1) Term as Board of Director member expires 1996.
(2) Term as Board of Director member expires 1997.
(3) Term as Board of Director member expires 1998.
<PAGE>2
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.
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 of 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
and is currently an independent consultant in Strategic Planning and Business
Development. He was employed by Pacific Gas and Electric Company for a number
of years prior to his retirement in 1994. At PG&E, 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>3
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 agricultural
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.
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% stockholders 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 1996 all officers, directors and greater than 10%
beneficial owners were in compliance with the Section 16(a) filing
requirements, except that: Peter B. Bensinger, Norman L. Bryan, V. Robert
Colton, Edwin J. Schneebeck, Timothy J. Schneebeck, Robert M. Stemmler and
Douglas W. Toms each filed one Form 4 late; Don J. Simplot filed two Form 4's
late; and Rawley F. Taplett filed five Form 4's 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 fiscal year 1996.
<PAGE>4
<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) 1996 $198,000 $61,500 20,000(2) $25,878(3)
President and Chief 1995 170,083 53,625 50,000(2) 25,872
Executive Officer 1994 145,417 50,000 70,000(2) 20,786
Dale L. Rasmussen 1996 $ 93,416 $13,000 -0- $14,865(4)
Senior Vice President 1995 89,083 15,000 -0- 15,122
and Secretary 1994 85,000 17,000 -0- 16,341
Thomas M. Costales(5) 1996 $101,755 $17,300 -0- $15,249(6)
Treasurer and Chief 1995 16,667 3,000 12,000(2) 2,000
Financial Officer
David H. Smith 1996 $ 93,416 $13,000 -0- $14,953(7)
Vice President of 1995 92,000 15,000 -0- 14,324
Research 1994 92,000 16,000 -0- 11,924
Edward E. Elsner 1996 $ 96,045 $16,500 -0- $17,393(8)
Vice President of 1995 90,000 24,000 -0- 16,918
Operations 1994 85,000 18,000 -0- 16,656
- -------------------------
(1) Includes amounts deferred by executive officers pursuant to the IMPCO
Employee Savings Plan.
(2) Options under Incentive Stock Option Plan.
(3) Group term life insurance premium of $11,061, Christmas bonus of $1,000,
automobile allowance of $12,000 and Company's contribution of $1,817
pursuant to the IMPCO Employee Savings Plan.
(4) Company's contribution of $1,865 pursuant to the IMPCO Employee Savings
Plan, Christmas bonus of $1,000 and automobile allowance of $12,000.
(5) Mr. Costales became the Company's Treasurer and Chie Financial Officer
in March 1995.
(6) Group term life insurance premium of $1,913, Company's contribution of
$336 pursuant to the IMPCO Employee Savings Plan, Christmas bonus of
$1,000 and automobile allowance of $12,000.
<PAGE>5
(7) Group term life insurance premium of $38, Company's contribution of
$1,915 pursuant to the IMPCO Employee Savings Plan, Christmas bonus of
$1,000 and automobile allowance of $12,000.
(8) Group life insurance premium of $2,475, Company' contribution of $1,918
to the IMPCO Employee Savings Plan, Christmas bonus of $1,000 and
automobile allowance of $12,000.
</TABLE>
OPTIONS GRANTED IN FISCAL YEAR 1996
The following table provides information with respect to options
granted during the last fiscal year.
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
- ------------------- ---------- -------------- --------- ----------
Robert M. Stemmler 20,000 80% $8.38 1/11/06
Dale L. Rasmussen -0- -0- -0- -
Thomas M. Costales -0- -0- -0- -
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%
- ------------------- -------- --------
Robert M. Stemmler $105,406 $267,112
Dale L. Rasmussen -0- -0-
Thomas M. Costales -0- -0-
Edward Elsner -0- -0-
David H. Smith -0- -0-
- -------------------------
(1) Material terms of options granted under the Incentive Stock Option Plan
are as follows: Options are granted at the fair market value of the
Common Stock on the date of grant and vest cumulatively at the rate of
25% annually, beginning on the first anniversary of the date of grant.
However, if employment terminates due to death or disability, retirement
at or after age 62, or termination without cause, then options vest at
the rate of 25% for each full calendar year of employment. Options may
be exercised only while an optionee is employed by the Company, or within
three months following termination of employment. However, if
termination results from death or disability, options may be exercised
within one year of the termination date. In no event may options be
exercised more than ten years after date of grant.
<PAGE>6
(2) Based on ten-year option term and annual compounding at rates shown. The
dollar amounts under these columns are the results of calculations at the
5% and 10% rates set by the Securities and Exchange Commission and,
therefore, are not intended to forecast possible future appreciation, if
any, of the Common Stock. No gain to optionees is possible without stock
price appreciation, which will benefit all stockholders on a commensurate
basis.
AGGREGATED OPTION EXERCISES DURING FISCAL YEAR 1996
AND
FISCAL YEAR-END OPTION VALUES
The following table provides information with respect to exercise of
options during the last fiscal year and value of unexercised options at the
end of fiscal year 1996.
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
UNEXERCISED UNEXERCISED
OPTIONS IN-THE-MONEY
SHARES (IN SHARES) AT OPTIONS AT
ACQUIRED FISCAL YEAR-END FISCAL YEAR-END(1)
ON VALUE ------------------ ------------------
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
- ------------------ -------- -------- ------------------ ------------------
<S> <C> <C> <C> <C>
Robert M. Stemmler -0- -0- 47,500/92,500(2) $ 62,600/62,600
Dale L. Rasmussen -0- -0- 77,714/ -0- (3) $370,412/ -0-
Thomas M. Costales -0- -0- 3,000/9,000 (2) -0- / -0-
Edward Elsner -0- -0- -0- / -0- -0- / -0-
David H. Smith -0- -0- -0- / -0- -0- / -0-
<FN>
- -------------------------
(1) Calculated by determining the difference between the fair market value of
the Common Stock underlying the options on April 30, 1996 ($8.38) and the
exercise price of the options.
(2) Options under Incentive Stock Option Plan.
(3) Options under Incentive Stock Option Plan and 1991 Executive Stock Option
Plan.
</FN>
</TABLE>
<PAGE>7
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.
The Company provides medical insurance for the Chairman of the Executive
Committee.
A total of 270,000 options have been granted to Directors under the
1993 Stock Option Plan for nonemployee Directors. These options are held
by Messrs. Bensinger, Bryan, Colton, Schneebeck, Simplot, Taplett and Toms,
all of whom are nonemployee Directors, and one retired nonemployee Director.
80,000 options were available for future grants as of April 30, 1996.
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 on 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
The Company entered into an Employment Agreement with Robert M.
Stemmler which provides for three consecutive twelve month periods of
employment as the President and Chief Executive Officer, 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 a 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 Employment 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 which was paid
at the commencement of the Employment Agreement.
<PAGE>8
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The following report on executive compensation is furnished by the
Board of Directors. In fiscal year 1996, as in prior years, the
nonmanagement members of the Board of Directors determined the compensation
to be paid to the executive officers. An Employment Agreement with Robert M.
Stemmler was in effect during the fiscal year. See "Employment Agreements."
FISCAL YEAR 1996 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 an
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.
DEFERRED COMPENSATION PLAN
The Board of Directors has adopted a Deferred Compensation Plan to
provide a select group of management or highly compensated employees and
Directors with the opportunity to participate in a deferred compensation
program. Under the Plan, participants may defer up to 100% of their base
compensation and bonuses earned. The Company is required to make certain
matching contributions, a portion of which is to be in the form of options to
purchase the Company's common stock granted from the 1996 Incentive Stock
Option Plan and a portion in shares of the Company's common stock, subject to
vesting provisions. The options are to be granted on the first day of each
calendar year during which the Company's common stock is traded and the
exercise price for such options shall be equal to the closing price on the
Nasdaq National Market or such stock exchange on the first trading day of
such calendar year. The plan is not qualified under Section 401 of the
Internal Revenue Code. The Company will pay participants in the program,
upon retirement or termination of employment, an amount equal to the amount
of deferred compensation plus investment returns and vested shares of the
Company's common stock.
<PAGE>9
CEO COMPENSATION
Robert M. Stemmler served as chief executive officer pursuant to an
Employment Agreement which was effective April 1, 1995. Pursuant to the
Employment Agreement, he was paid 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.
Mr. Stemmler's bonus for fiscal year 1996 was the minimum bonus payable
under the Bonus Incentive Plan. As longer term compensation, options were
granted to purchase 20,000 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.
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
1996 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 1996, 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
<PAGE>10
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
Value at Trucking &
April 30, AirSensors Nasdaq Transportation
---------- ---------- -------- --------------
1991 100.0 100.0 100.0
1992 83.3 121.2 133.9
1993 113.9 139.4 150.1
1994 236.1 155.1 170.0
1995 188.9 180.4 170.0
1996 186.1 257.1 201.6
<PAGE>11
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
COMMON STOCK
The following table sets forth information as of July 31, 1996, 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 1,811,385 (1),(2) 28.52%
P.O. Box 5245
Tacoma, WA 98405
Rawley F. Taplett 615,340 (3) 10.42%
P.O. Box 2188
Wenatchee, WA 98801
Timothy J. Schneebeck 441,601 (4) 7.77%
P.O. Box 5245
Tacoma, WA 98405
Mary Chichester 356,644 (5) 6.09%
714 East 48th Street
Tacoma, WA 98404
<FN>
-------------------------
(1) Includes 50,000 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 441,601 shares owned by Timothy J. Schneebeck subject to
a power of attorney held by Edwin J. Schneebeck.
(3) Includes 50,000 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>12
PREFERRED STOCK
The following table sets forth information as of July 31, 1996, 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>13
OWNERSHIP OF MANAGEMENT
The following table sets forth information as of July 31 1996, 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 46,333(1) 0.81%
Common Norman L. Bryan 5,000(1) 0.09%
Common V. Robert Colton 146,666(2) 2.57%
Common Thomas M. Costales 3,000(3) .05%
Common Edward E. Elsner -0- -0-
Common Dale L. Rasmussen 188,849(4) 3.23%
Common Edwin J. Schneebeck 1,811,385(5) 28.52%
Common Don J. Simplot 275,741(6) 4.70%
Common David H. Smith 3,419 .06%
Common Robert M. Stemmler 48,089(7) 0.84%
Common Rawley F. Taplett 615,340(8) 10.42%
Common Douglas W. Toms 240,635(9) 4.13%
Common All executive officers
and directors
as a group (12 persons) 3,384,457 47.39%
Preferred See "Ownership of Certain
Beneficial Owners -
Preferred Stock" for
ownership of 1993 Preferred
Stock
Preferred All executive officers
and directors
as a group (12 persons) 5,950 100.0%
- -------------------------
<PAGE>14
<FN>
(1) Includes 5,000 shares subject to options under the Director Stock
Option Plan.
(2) Includes 30,000 shares subject to options under the Directors Stock
Option Plan.
(3) Includes 3,000 shares subject to options under the Incentive Stock
Option Plan.
(4) 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.
(5) Includes 50,000 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 441,601 shares owned by Timothy J.
Schneebeck subject to a power of attorney held by Edwin J. Schneebeck.
(6) Includes 10,000 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.
(7) Includes 48,089 shares subject to options under the Incentive Stock
Option Plan.
(8) Includes 50,000 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.
(9) Includes 50,000 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.
</FN>
</TABLE>
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
<PAGE>15
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 28, 1996
AIRSENSORS, INC.
By /s/Thomas M. Costales
------------------------------
Thomas M. Costales,
Chief Financial Officer
and Treasurer
[Principal Financial Officer]
<PAGE>16
