U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A2
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
For the fiscal year ended December 31, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [No Fee Required]
For the transition period from____________to_____________
Commission file number 0-15927
COMPUTER POWER INC.
(Name of small business issuer in its charter)
New Jersey 22-1981869
(State or other jurisdiction of (I.R.S. Employer
Incorporation organization) Identification No.)
124 West Main Street, High Bridge, NJ 08829
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: 908-638-8000
Securities registered pursuant to Section 12 (b) of the Exchange act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, par value $.01 per share
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the 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. [x ]
State issuer's revenues for its most recent fiscal year: $8,443,473
The aggregate market value of the voting stock held by non-affiliates computed
by reference to the price at which the stock was sold, or the average bid and
asked prices of such stock as of March 29, 1999: $349,094 The number of shares
outstanding of each of the issuer's classes of common equity, as of March 2,
1999, was 2,828,300.
Transitional Small Business Disclosure Format (check one)
Yes_______ No X
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Peter Gillette had been a Director of the Company since 1994. He also has been
technical director of Computers and Controls Ltd., since 1983. He is also a
Director of Cableview Limited, Body Works Fitness & Aerobics Limited, Pelinja
Holdings Limited, Chaguaramas Development Authority, Tourism and Industrial
Company and Trinidad & Tobago Free Trade Zones. Mr. Gillette holds a bachelor's
degree in civil engineering from Cornell University.
Roger Love was a founder of the Company in 1967. He has served as a
Director from 1972 to the present. From 1972 to 1994 Mr. Love was President of
the Company. Mr. Love is currently President and Chief Executive Officer of
Drumsurn, a telecommunications service company.
Clarence Wilcox had been a Director of the Company since 1994. He also had been
Chairman and Managing Director of Wilcox Enterprises Limited since 1978. Since
1993 he has been Chairman and Managing Director of Guymar Caribbean Limited. Mr.
Wilcox is also Deputy Chairman and Director of MEGA Insurance Company Limited,
and a Director of General Packaging Limited.
Paul Kohmescher has been employed by the company since 1997. He was promoted to
Chief Financial Officer in November 1998. Prior to joining the Company Mr.
Kohmescher held various top management positions most recently as the Executive
Director of National Kitchen and Bath Association. He holds a bachelor's degree
from Indiana University, and is presently pursuing a masters degree in business
administration at Allentown College of St. Francis de Sales.
No director, officer, of beneficial owner of more than ten percent of any class
of equity securities of the Registrant failed to file on a timely basis, reports
required by Section 16 (a) during the fiscal year ended December 31, 1998.
Item 10. Executive Compensation
The annual and long-term compensation for services performed in all Company
related capacities for the fiscal years ended December 31, 1996, 1997, and 1998
of those persons who were, at December 31, 1997, the President and Chief
Executive Officer, and other Officers of the Company with annual compensation of
$100,000 or greater follows:
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
Name and Salary Bonus Deferred
Position Year ($'s) ($'s) Compensation $'s
- -------- ---- --------------------------- ----------------
John M. Perry (1) 1998 $110,000
President & Chief
Executive Officer
Hiro Hiranandani(2) 1998 $ 100,000
President & Chief 1997 $ 75,000 $25,000
Executive Officer 1996 $ 49,418
Louis Massad(3) 1998 $0
VP Finance 1997 $0
1996 $104,500
- ----------------------------------------------------------------
(1) Appointed President & Chief Executive Officer on October 1, 1998.
(2) Resigned on September 2, 1998.
(3) Resigned effective December 31, 1996.
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The Company leases certain equipment under capital leases expiring in
various years through 2001. The assets and liabilities under capital leases
are recorded at the lower of the present value of the minimum lease
payments or the fair value of the asset at the inception of the lease. The
assets are amortized over the lower of their related lease terms or their
estimated productive lives. Amortization of assets under capital leases is
included in the depreciation expense in 1998 and 1997.
Properties under capital leases are as follows:
December, 31
1998 1997
Telephone equipment $65,127 $65,127
Data Processing equipment $150,496 $101,303
--------
Subtotal $215,623 $166,430
Less accumulated depreciation $62,696 $100,272
-------
Total $152,927 $66,158
The following is a schedule of minimum lease payments due
under capital leases as of 12/31/98.
Year Ending, December 31,
1999 $ 61,564
2000 $ 58,298
2001 $ 39,005
Total net minimum capital lease payments $158,867
Less amounts representing interest $ 20,350
Present value of net minimum capital lease
payments $138,517
Less current maturities of capital lease
obligations $ 53,143
Obligations under capital leases, excluding
current maturities $ 85,374
(4) DEBT:
At December 31,1998, notes and other debt payable include amounts due to
related parties and other lenders as follows-
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<CAPTION>
Revolving credit agreement maturing January 31, 1999, bearing
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interest at prime (8.5% at December 31, 1997) plus 3.5% $910,098(a)(c)
Subordinated, unsecured notes to a related entity due July 1, 1999
bearing interest at 9.5%, with quarterly interest payments 565,000(b)(e)
Term loan, bearing interest at prime (8.5% at December 31, 285,000
1998) plus 3.5%, with monthly installments of $5,000 due December 31, 2002
Subordinated, unsecured note to a related entity due February 1, 1998,
bearing interest at 10%, with quarterly interest payments 250,000(b)(d)(e)
Subordinated, unsecured note payable to a director due July 1, 1999,
bearing interest at 9.5%, with quarterly interest payments 150,000(b)(e)
Subordinated, unsecured demand note, bearing interest at 8% 96,569(b)
Subordinated, unsecured note payable due October 31, 1997
bearing interest at 10% 32,000(b)
</TABLE>
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment No. 2 to Form 10-KSB
for December 31, 1998 to be signed on its behalf by the undersigned, thereunto
duly authorized.
COMPUTER POWER, INC.
By/s/ John M. Perry
John M. Perry, President
Dated: April 8, 1999
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