<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, 1997, 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: (562) 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, 1997 was $46,168,112.
Number of shares outstanding of each of the registrant's classes of common
stock, as of June 30, 1997:
5,771,014 shares of Common Stock
<PAGE>
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 August 13, 1997.
<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, 1997:
Name Age Position with Company
- ---- --- ---------------------
Robert M. Stemmler (2)........61 President, Chief Executive
Officer and Director
Thomas M. Costales............50 Treasurer
and Chief Financial Officer
Dale L. Rasmussen.............47 Senior Vice President
and Secretary
Syed Hussain..................44 Vice President of Technology
and Automotive OEM Operations
Hans J. Roehricht.............56 Vice President of Gaseous Fuel
Products
Rawley F. Taplett (1).........76 Chairman of the Board
and Director
Edwin J. Schneebeck (3).......* Vice Chairman of the Board and
Director
Peter B. Bensigner (1)........61 Director
Norman L. Bryan (3)...........56 Director
V. Robert Colton (2)..........67 Director
Paul Mlotok (2) ..............52 Director
Don J. Simplot (3)............62 Director
Douglas W. Toms (1)...........67 Director
- -------------------------
(1) Term as Board of Director member expires 1997.
(2) Term as Board of Director member expires 1998.
(3) Term as Board of Director member expires 1999.
* Mr. Schneebeck died on July 28, 1997. The Company intends to fill the
vacancy created by Mr. Schneebeck's death by action of the Board, as
authorized under the Company's bylaws. The person appointed by the Board
will, pursuant to the Company's bylaws, serve for the entire unexpired portion
of Mr. Schneebeck's term.
<PAGE>
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.
SYED HUSSAIN has been Vice President of the Technology and Automotive OEM
Operations Division since June 1996, and previously was the Company's Director
of Engineering since joining the Company in 1992.
HANS J. ROEHRICHT has been Vice President of the Gaseous Fuel Products
Division since June 1996, and previously was Director of Sales since joining
the Company in 1990.
RAWLEY F. TAPLETT is 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 was Vice Chairman of the Board until his death on July
28, 1997.
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.
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>
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.
PAUL MLOTOK has been a Director of the Company since April 1997. He is a
principal consultant with Global Business Network, specializing in strategy
development particularly in the energy and natural resources industries.
Previously, Mr. Mlotok was a wall street oil analyst working at C.J. Lawrence,
Salomon Brothers, and Morgan Stanley.
<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who beneficially 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 1997 all officers, directors and greater
than 10% beneficial owners were in compliance with the Section 16(a) filing
requirements, except that: Rawley Taplett and Dale Rasmussen filed one Form 4
late, Robert M. Stemmler, Thomas M. Costales, and Hans J. Roehricht, and Syed
Hussain filed two 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 the fiscal year 1997.
<PAGE>
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
- ------------------- ---- -------- ------- ------------ ------------
Robert M. Stemmler 1997 $197,917 $62,600 58,535(2) $32,181(3)
President and Chief 1996 198,000 61,500 20,000(2) 25,878
Executive Officer 1995 170,083 53,625 50,000(2) 25,872
Dale L. Rasmussen 1997 $ 92,000 $12,000 12,000(2) $16,170(4)
Senior Vice President 1996 93,416 13,000 -0- 14,865
and Secretary 1995 89,083 15,000 -0- 15,122
Thomas M. Costales 1997 $104,188 $30,600 7,048(2) $17,355(5)
Treasurer and Chief 1996 101,755 17,300 -0- 15,249
Financial Officer 1995 16,667 3,000 12,000(2) 2,000
Syed Hussain 1997 $108,333 $27,900 17,000(2) $10,900(6)
Vice President of 1996 94,385 23,000 3,000(2) 9,400
Technology and 1995 83,267 17,000 -0- 9,400
Automotive OEM
Operations
Hans Roehricht 1997 $109,167 $24,300 11,035(2) $15,793(7)
Vice President of 1996 101,538 17,000 2,500(2) 13,990
Gaseous Fuel Products 1995 89,725 22,000 -0- 13,706
- --------------------------
(1) Includes amounts deferred by executive officers pursuant to the IMPCO
Employee Savings Plan and Deferred Compensation Plan.
(2) Options under Incentive Stock Option Plan.
(3) Group term life insurance premium of $16,340, Christmas bonus of $1,000,
automobile allowance of $12,000 and Company's contribution of $2,841
pursuant to the IMPCO Employee Savings Plan.
(4) Group term life insurance premium of $1,073, Company's contribution of
$2,097 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 $1,913, Company's contribution of
$2,442 pursuant to the IMPCO Employee Savings Plan, Christmas bonus of
$1,000 and automobile allowance of $12,000.
(6) Christmas bonus of $1,000 and automobile allowance of $9,900.
(7) Group life insurance premium of $2,303, Company's contribution of $2,590
to the IMPCO Employee Savings Plan, Christmas bonus of $1,000 and
automobile allowance of $9,900.
<PAGE>
OPTIONS GRANTED IN FISCAL YEAR 1997
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 35,000 24% $7.63 11/22/06
Robert M. Stemmler 35 0% 8.75 1/02/07
Robert M. Stemmler 23,500 16% 6.25 11/07/06
Dale L. Rasmussen 12,000 8% 6.25 11/07/06
Thomas M. Costales 5,000 3% 7.63 11/22/06
Thomas M. Costales 48 0% 8.75 1/02/07
Thomas M. Costales 2,000 1% 6.25 11/07/06
Syed Hussain 5,000 3% 7.63 11/22/06
Syed Hussain 12,000 8% 6.25 11/07/06
Hans J. Roehricht 5,000 3% 7.63 11/22/06
Hans J. Roehricht 35 0% 8.75 1/02/07
Hans J. Roehricht 6,000 4% 6.25 11/07/06
POTENTIAL REALIZABLE
VALUE AT ASSUMED ANNUAL
RATES OF STOCK PRICE
APPRECIATION FOR OPTION TERM (2)
---------------------------------
NAME 5% 10%
- ------------------- -------- --------
Robert M. Stemmler $260,499 $660,181
Dale L. Rasmussen 47,164 119,533
Thomas M. Costales 32,115 81,389
Syed Hussain 71,156 180,333
Hans J. Roehricht 47,766 121,053
- -------------------------
(1) Material terms of options granted under the 1996 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
40% after the first two years following the date of the grant and 20%
each year thereafter so that the employee is 100% vested after 5 years.
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 on a commensurate
basis.
AGGREGATED OPTION EXERCISES DURING FISCAL YEAR 1997
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 1997.
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES OPTIONS (IN SHARES) OPTIONS AT
ACQUIRED AT FISCAL YEAR-END FISCAL YEAR-END(1)
ON VALUE ------------------ ------------------
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
- ------------------ -------- -------- ------------------ ------------------
Robert M. Stemmler -0- -0- 82,500/116,035 $ 69,025/162,136
Dale L. Rasmussen -0- -0- 77,714/12,000 $467,554/40,560
Thomas M. Costales -0- -0- 6,000/13,048 $3,780/20,582
Syed Hussain -0- -0- 9,000/23,000 $20,880/61,270
Hans J. Roehricht -0- -0- 5,833/13,535 $21,174/33,436
- -------------------------
(1) Calculated by determining the difference between the fair market value of
the Common Stock underlying the options on April 30, 1997 ($9.63) and the
exercise price of the options.
<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 vehicle allowance of $1,000 per month. The Company
provides medical insurance for the Chairman of the Executive Committee.
A total of 290,000 options have been granted to Directors under the 1993
Stock Option Plan for nonemployee Directors. These options are held by Messrs.
Bensinger, Bryan, Colton, Mlotok, Simplot, Taplett and Toms, all of whom are
nonemployee Directors, and the estate of Mr. Schneebeck. 80,000 options were
available for future grants as of April 30, 1997. 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 two consecutive twelve month periods of employment as the
President and Chief Executive Officer, commencing April 1, 1997. 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 term, 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 $230,000,
and payment of incentive compensation under the Company's Bonus Incentive
Plan.
<PAGE>
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The following report on executive compensation is furnished by the Board of
Directors. In fiscal year 1997, as in prior years, the non-management 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 1997 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 Compan
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 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
Program, 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 program 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>
CEO COMPENSATION
Robert M. Stemmler served as chief executive officer pursuant to an
Employment Agreement which was effective April 1, 1997. Pursuant to the
Employment Agreement, he was paid a base salary at an annual rate of $230,000.
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 1997 was the minimum bonus payable
under the Bonus Incentive Plan. As longer term compensation, options were
granted to purchase 58,535 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 1997
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 1997, 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>
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
---------- ---------- -------- --------------
1992 100.0 100.0 100.0
1993 136.7 120.4 112.1
1994 283.3 128.0 126.9
1995 226.7 148.8 127.0
1996 223.3 212.1 150.6
1997 206.7 224.5 147.4
<PAGE>
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
COMMON STOCK
The following table sets forth information as of July 31, 1997, 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.
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
----------------- --------------------- --------
Edwin J. Schneebeck 1,361,451 (1) 21.02%
P.O. Box 5245
Tacoma, WA 98405
Rawley F. Taplett 615,340 (2) 9.72%
P.O. Box 2188
Wenatchee, WA 98801
Timothy J. Schneebeck 441,601 7.59%
P.O. Box 5245
Tacoma, WA 98405
Mary Chichester 356,644 (3) 5.96%
714 East 48th Street
Tacoma, WA 98404
- -------------------------
(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. Mr. Schneebeck
died on July 28, 1997. All securities beneficially owned by Mr.
Schneebeck are currently held by his estate.
(2) 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.
(3) Includes 166,666 shares subject to a presently exercisable
warrant.
<PAGE>
PREFERRED STOCK
The following table sets forth information as of July 31, 1997, 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.
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
----------------- --------------------- --------
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%
<PAGE>
OWNERSHIP OF MANAGEMENT
The following table sets forth information as of July 31, 1997, 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.
TITLE OF NAME OF BENEFICIAL AMOUNT AND NATURE OF PERCENT
CLASS OWNER BENEFICIAL OWNERSHIP OF CLASS
- -------- ------------------ -------------------- --------
Common Peter B. Bensigner 57,833(1) *
Common Norman L. Bryan 13,500(1) *
Common V. Robert Colton 146,666(2) 2.51%
Common Thomas M. Costales 6,000(3) *
Common Syed Hussain 12,000(4) *
Common Paul Mlotok -0- *
Common Dale L. Rasmussen 163,901(5) 2.74%
Common Hans Roehricht 5,833(6) *
Common Edwin J. Schneebeck 1,361,451(7) 21.02%
Common Don J. Simplot 283,241(8) 4.72%
Common Robert M. Stemmler 105,754(9) 1.79%
Common Rawley F. Taplett 586,732(10) 9.72%
Common Douglas W. Toms 240,635(11) 4.04%
Common All executive officers
and directors
as a group (13 persons) 3,425,147 46.48%
Preferred See "Ownership of Certain
Beneficial Owners -
Preferred Stock" for
ownership of 1993 Preferred
Stock
Preferred All executive officers
and directors
as a group (13 persons) 5,950 100.0%
- -------------------------
* less than 1%
<PAGE>
(1) Includes 12,500 shares subject to options under the Directors Stock
Option Plan.
(2) Includes 30,000 shares subject to options under the Directors Stock
Option Plan.
(3) Includes 6,000 shares subject to options under the Incentive Stock
Option Plan.
(4) Includes 12,000 shares under the Incentive Stock Option Plan
(5) 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.
(6) Includes 5,833 shares under the Incentive Stock Option Plan
(7) 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.
(8) Includes 17,500 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 105,000 shares subject to options under the Incentive Stock
Option Plan.
(10) 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.
(11) 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.
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 28, 1997
AIRSENSORS, INC.
By /s/Thomas M. Costales
------------------------------
Thomas M. Costales,
Chief Financial Officer
and Treasurer
[Principal Financial Officer]
