SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A (FIRST)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO ________
COMMISSION FILE NUMBER 0-15194
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SOUND ADVICE, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 59-1520531
- -------------------------------- -----------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1901 TIGERTAIL BOULEVARD, DANIA, FLORIDA 33004
- ----------------------------------------- ------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (954) 922-4434
-----------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, PAR VALUE $.01 PER SHARE
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TITLE OF CLASS
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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 (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 [ ]
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO
ITEM 405 OF REGULATION S-K (17CFR 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 [X]
The aggregate market value of the registrant's voting stock held by
non-affiliates of the registrant on September 19, 1996, based upon the closing
market price of the registrant's voting stock on the NASDAQ National Market
System on September 19, 1996, as reported in THE WALL STREET JOURNAL, was
approximately $5,372,000.
The registrant had 3,728,894 shares of common stock, $.01 par value,
outstanding as of September 19, 1996.
DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
None
<PAGE>
Items 10, 11, 12 and 13 of Part III of the Annual Report on Form 10-K
for the fiscal year ended June 30, 1996 (the "Report") of Sound Advice, Inc.
(the "Registrant") previously filed with the Securities and Exchange Commission
are hereby amended and restated in their entirety as follows:
PART III
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
- -------- ---------------------------------------------------
REGISTRANT'S DIRECTORS
- ----------------------
The following table sets forth certain information as of the date of
this report regarding the current directors of the Registrant:
DIRECTOR
NAME AGE POSITION(S) WITH THE REGISTRANT SINCE
- ---- --- ------------------------------- --------
Peter Beshouri 42 Chairman of the Board, President 1982
and Chief Executive Officer
Michael Blumberg 48 Director, Senior Vice President, 1974
and Secretary
Gregory Sturgis 2 44 Director 1974
Joseph Piccirilli 2 47 Director 1974
G. Kay Griffith 1 51 Director 1992
Richard W. McEwen 1,2 75 Director 1994
Herbert A. Leeds 1 79 Director 1996
1 Member of the Audit Committee of the Registrant's Board of
Directors.
2 Member of the Stock Option Committee of the Registrant's
Board of Directors.
The Registrant's directors hold office until the next annual meeting of
shareholders and until their respective successors have been duly elected and
qualified.
PETER BESHOURI, who has been an employee of the Registrant since 1974,
has served as Chairman of the Board and Chief Executive
2
<PAGE>
Officer of the Registrant since August 1982. Prior thereto he was the general
sales manager of the Registrant, as well as having served as a showroom manager
and district manager. He was elected President of the Registrant in May 1985.
Mr. Beshouri currently serves as a director of Progressive Retailers
Organization. In August 1995, Mr. Beshouri, together with the Registrant and a
former chief financial officer of the Registrant, voluntarily agreed with the
United States Securities and Exchange Commission ("SEC"), without admitting or
denying any wrongdoing, to the entry of a cease and desist order by the SEC
concerning the Registrant's Form 10-K for fiscal year 1991 and Forms 10-Q for
the quarters ended September 30 and December 31, 1991, which the SEC found in
such order had been materially misstated. The cease and desist order with
respect to Mr. Beshouri related to his supervisory responsibility in connection
with the Registrant violating certain provisions of the securities laws that
require public companies to keep accurate books and records, to maintain
appropriate internal accounting controls and to file accurate annual and
quarterly reports. No censure, fine or penalty was imposed by the SEC on Mr.
Beshouri.
MICHAEL BLUMBERG, a founder and a director of the Registrant, was
elected a Vice President in August 1982, Vice President Purchasing and Finance
in May 1986, Vice President - Purchasing and Marketing in December 1987, and
Senior Vice President in May 1989. From the Registrant's inception until
February 1995, Mr. Blumberg served as Treasurer of the Registrant and, since
October 13, 1989, he has also been serving as Secretary of the Registrant. His
responsibilities include overall supervision of all purchasing and selecting new
product categories and lines for the Registrant, as well as consulting with
certain of the Registrant's manufacturers in connection with product design.
GREGORY STURGIS, a founder of the Registrant, had been an executive
officer of the Registrant from its inception until June 30, 1989, including
holding the position of Vice President-Planning and Development. Effective June
30, 1989, he resigned as an officer and employee of the Registrant, but is
continuing as a director. Since leaving the Registrant, Mr. Sturgis has provided
consulting services to companies in the marine industry, as well as performing
consulting services for the Registrant. Mr. Sturgis is also currently the
President of the Serpentine Group, which is in the yacht sales business. See
"ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS."
JOSEPH PICCIRILLI, a founder of the Registrant, had been an executive
officer of the Registrant from its inception until October 13, 1989, including
holding the positions of Vice
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<PAGE>
President-Advertising and Marketing, Vice President-Public Relations and
Personnel and Vice President-Home Audio Purchasing. Effective October 13, 1989,
he resigned as an officer and employee of the Registrant, but is continuing as a
director. He had also served on the Audit Committee of the Board of Directors
until May 1996. Mr. Piccirilli is currently self-employed providing general
business consulting services to companies generally in the consumer electronics
industry, including, upon the request of the Registrant's management from time
to time, to the Registrant.
G. KAY GRIFFITH was elected a director of the Registrant and a member
of the Audit Committee of its Board of Directors in July 1992, joined the
Registrant as an employee in May 1993 and served as Executive Vice President and
Chief Administrative Officer of the Registrant from September 1993 until
February 1996. In February 1996, Ms. Griffith formed Corporate Growth
Consultants, Inc., a management consulting firm that specializes in finance,
strategic planning and training. Since forming such firm, Ms. Griffith has
performed consulting services for the Registrant. Prior to May 1993, Ms.
Griffith was Chairman and President/Chief Executive Officer of Admiralty Bank,
headquartered in Palm Beach Gardens, Florida. From September 1983 to June 1991,
she held a variety of officer positions with NationsBank of Florida, N.A., the
last of which was Senior Vice President/Regional Banking Executive. Among her
career highlights, Ms. Griffith was presented the Women in Business and Industry
Award by the Dade County YWCA in 1986. She was also awarded the American Free
Enterprise Medal by the Palm Beach Atlantic College in 1988.
RICHARD W. McEWEN was elected a director of the Registrant at its
annual meeting of shareholders held in January 1994 and was also appointed a
member of the Audit Committee and Stock Option Committee of its Board of
Directors at such time. From 1977 until his retirement in 1984, he was Chairman
of the Board of Burdines, a chain of Florida department stores then owned by
Federated Stores, Inc. He is currently a director of Supreme International
Corp., a Florida based designer and importer of men's and boys' sportswear,
having been elected as such in 1994. He also currently serves as a director of
two privately held companies. Mr. McEwen had served as a director of Lennar
Corporation, a Florida based home builder, for approximately nine years until
April 1996 when he retired from such company's board of directors.
HERBERT A. LEEDS was elected a director of the Registrant in April 1996
and was also appointed a member of its Audit Committee in May 1996. Since 1975,
Mr. Leeds has been President and Chief
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<PAGE>
Executive Officer of Leeds Business Counseling, Inc., a consulting firm owned by
him which has provided consulting services mainly to companies in the retail
industry and developers of retail malls. Prior to launching his company, Mr.
Leeds served as the President and Chief Executive Officer and held other senior
executive positions with major department store chains.
The Board of Directors has an Audit Committee comprised of a majority
of directors who are not officers or employees of the Registrant. The Board of
Directors does not currently have a nominating committee or a compensation
committee or committees performing similar functions.
REGISTRANT'S EXECUTIVE OFFICERS
- -------------------------------
The information regarding the Registrant's executive officers called
for by Item 401(b) of Regulation S-K has been included in ITEM 4.1 of Part I of
the Report.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
- -------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the
Registrant's officers and directors, and persons who own more than ten percent
of a registered class of the Registrant's equity securities, to file reports of
ownership and changes in ownership with the SEC and the National Association of
Securities Dealers, Inc. Officers, directors and greater than ten percent
shareholders are required by SEC regulations to furnish the Registrant with
copies of all Section 16(a) forms they file.
Based solely on review of the copies of such forms furnished to the
Registrant and written representations that no Form 5's were required when
applicable, the Registrant believes that during the fiscal year ended June 30,
1996, all Section 16(a) filing requirements applicable to its officers,
directors and greater than ten percent beneficial owners were complied with.
ITEM 11. EXECUTIVE COMPENSATION.
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EXECUTIVE COMPENSATION TABLES
- -----------------------------
The following tables provide information about executive compensation.
5
<PAGE>
SUMMARY COMPENSATION TABLE
The following table sets forth information about the compensation of
the Registrant's Chief Executive Officer ("CEO") and each of the other four most
highly compensated executive officers of the Registrant during the fiscal year
ended June 30, 1996 for services in all capacities.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION (1) LONG TERM COMPENSATION
----------------------- ----------------------
NAME AND PRINICIPAL FISCAL SECURITIES ALL OTHER
POSITION YEAR SALARY($) BONUS($)(2) UNDERLYING OPTIONS (#)(3) COMPENSATION ($)(4)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Peter Beshouri 1996 324,008 0 0 0
Chairman, President 1995 324,008 0 0 0
and CEO 1994 324,008 48,000 0 0
Michael Blumberg 1996 294,008 0 0 0
Senior Vice 1995 294,008 0 0 0
President 1994 294,008 23,000 0 0
G. Kay Griffith 1996 160,000 (5) 0 35,000 (6) 0
Executive Vice President 1995 160,000 0 15,000 (6) 0
and Chief Administrative 1994 160,000 23,000 20,000 (6) 0
Officer
Christopher O'Neil 1996 150,000 0 30,000 (7) 8,268 (8)
Executive Vice 1995 150,000 0 15,000 (7) 8,268 (8)
President and Chief 1994 150,000 23,000 11,000 8,268 (8)
Operating Officer
Kenneth L. Danielson 1996 160,000 0 30,000 (7) 0
Chief Financial and 1995 160,000 0 15,000 (7) 0
Accounting Officer 1994 133,333 (9) 23,000 20,000 0
and Treasurer
</TABLE>
- ---------------------
(1) Does not include any amounts for perquisites and other personal
benefits, securities or property extended to such executive officers of
the Registrant, such as life insurance and disability insurance,
because the Registrant does not believe that in any individual case the
dollar value of such other annual compensation would equal or exceed
the lesser of either $50,000 or 10% of such individual's total annual
compensation shown above.
(2) The bonuses accrued by the Registrant during the fiscal year ended
June 30, 1994, were part of a performance bonus pool established by the
Registrant for its senior executives and corporate department heads.
The percentage of the accrued performance bonus pool that was actually
paid out was based upon the achievement of a certain level of pre-tax
earnings by the Registrant in fiscal year 1994. The bonuses were
awarded and paid to such executive officers in September 1994. In
fiscal year 1995, the Registrant's Board of Directors adopted an annual
incentive bonus plan for four categories of the Registrant's employees
(two of which categories were the CEO and other executive officers)
based upon the annual
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<PAGE>
operating performance of the Registrant. The percentage of the targeted
bonus award to be earned by the different employee categories is
directly tied to a percentage of the Registrant's projected operating
performance (after taking into account accruals for the annual
incentive bonus plan) to be approved each year by the Registrant's
Board of Directors. Achievement of 100% of the projected operating
performance would result in the award of a targeted bonus ranging from
approximately 10% to up to 25% of base salary (with the CEO at 25% and
other executive officers at 20%), with the percentage of the targeted
bonus award earned increasing or decreasing based upon the percentage
(ranging from 70% to 130%) of projected operating performance achieved.
In fiscal years 1995 and 1996 no bonuses were earned under such plan.
(3) These currently represent immediately exercisable incentive stock
options or non-qualified stock options issued pursuant to the
Registrant's 1986 Stock Option Plan adopted in May 1986 as subsequently
amended and restated (the "Option Plan"). See footnote (8) to the table
in "ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT." But also see footnotes (6) and (7) hereinbelow.
(4) The Registrant has an Employee Stock Ownership Plan ("ESOP") for all
of its employees. In fiscal year ended June 30, 1994, the Registrant
contributed $50,000 in cash to the ESOP, although no additional shares
of Common Stock have been purchased by the ESOP with such funds. With
respect to the fiscal year ended June 30, 1994, as a result of
reallocations to employee accounts of the ESOP caused by employee
terminations and pay outs of vested interests of former employees, Mr.
Beshouri was allocated 29.210 additional shares, Mr. Blumberg was
allocated 29.211 additional shares and Mr. O'Neil was allocated 18.604
additional shares. The Registrant made no contribution to the ESOP
during the fiscal years ended June 30, 1995 and 1996. However, with
respect to the fiscal year ended June 30, 1995, as a result of
reallocations to employee accounts of the ESOP caused by employee
terminations and pay outs of vested interests of former employees, Mr.
Beshouri was allocated 1.691 additional shares, Mr. Blumberg was
allocated 1.690 additional shares and Mr. O'Neil was allocated 1.077
additional shares. Reallocations, if any, to employee accounts for
fiscal year 1996 have not as yet been determined. See footnote (5) to
the table in "ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND
7
<PAGE>
MANAGEMENT." for the number of vested shares of the ESOP owned by each
of such individuals based upon the latest available annual report of
the ESOP.
(5) Represents compensation in all capacities paid to G. Kay Griffith by
the Registrant during fiscal year 1996, although Ms. Griffith only
served as Executive Vice President and Chief Administrative Officer of
the Registrant until February 1996. See "ITEM 13. CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS."
(6) On February 22, 1996, the Registrant issued to Ms. Griffith
non-qualified stock options covering an aggregate of 35,000 shares of
the Registrant's Common Stock in her capacity as a director of the
Registrant in exchange for the cancellation of the incentive stock
options covering an aggregate of 35,000 shares of Registrant's Common
Stock that had been granted to her as an officer and employee in fiscal
years 1994 and 1995. The non-qualified stock options had the same
exercise price and term as well as other provisions as the incentive
stock options that were cancelled.
(7) 15,000 of the aggregate 30,000 incentive stock options issued to such
officer in fiscal year 1996 were issued in exchange for the
cancellation of the 15,000 incentive stock options granted to such
officer in fiscal year 1995 which had an exercise price of $5.96 per
share and expired on December 13, 1999. The 15,000 incentive stock
options which replaced the cancelled options have an exercise price of
$1.77 per share and expire on February 21, 2001.
(8) This sum represents the aggregate amount of a monthly automobile
allowance paid during fiscal years 1994, 1995 and 1996.
(9) Represents salary paid to Kenneth L. Danielson from September 1, 1993
(the commencement date of his employment), although Mr. Danielson was
elected to succeed the former Chief Financial and Accounting Officer of
the Registrant effective as of October 1, 1993. Mr. Danielson's salary
for fiscal year 1994 would have been $160,000 on an annualized basis.
OPTION GRANTS IN 1996 FISCAL YEAR
The following table shows all grants of options to the named executive
officers of the Registrant during the fiscal year ended June 30, 1996. Pursuant
to SEC rules, the table also shows the
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<PAGE>
value of the options granted at the end of the option terms (generally five
years) if the price of the Registrant's stock was to appreciate annually by 5%
and 10%, respectively. There is no assurance that such stock price will
appreciate at the rates shown in the table. The table also indicates that, if
the stock price does not appreciate, there will be no increase in the potential
realizable value of the options granted above the difference (if any) between
the market price of the Registrant's Common Stock as of the date of grant and
the exercise price per share. All of the options set forth in the table were
issued pursuant to the Registrant's Option Plan and are incentive stock options
except for those granted to Ms. Griffith which are non-qualified stock options.
The Registrant does not have a plan whereby tandem stock appreciation rights
("SARS") are granted.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT ASSUMED
ANNUAL RATES OF STOCK APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM
- -------------------------------------------------------------------------------------- ----------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS CLOSING MARKET
UNDERLYING GRANTED TO EXERCISE PRICE ON DATE
OPTIONS EMPLOYEES PRICE OF GRANT EXPIRATION
NAME GRANTED (#) IN FISCAL YEAR ($/SHARE) ($/SHARE)(1) DATE 0%($)(1) 5%($) 10%($)
- ---- ----------- -------------- --------- ------------- ---------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Peter Beshouri 0 N/A 0.00 N/A N/A 0 0 0
Michael Blumberg 0 N/A 0.00 N/A N/A 0 0 0
G. Kay Griffith 20,000(2) 13.6% 6.29 1.63 9/21/98 0 0 0
15,000(2) 10.2% 5.96 1.63 12/13/99 0 0 0
Christopher O'Neil 15,000(3) 10.2% 1.77 1.63 2/21/01 0 4,655 12,827
15,000 10.2% 1.70 1.63 3/28/01 0 5,705 13,877
Kenneth L. Danielson 15,000(3) 10.2% 1.77 1.63 2/21/01 0 4,655 12,827
15,000 10.2% 1.70 1.63 3/28/01 0 5,705 13,877
</TABLE>
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(1) For purposes of the Option Plan, "fair market value" on the date of
grant of any option is the average of the "market price" of a share of
Common Stock for each of the seven (7) consecutive business days
preceding such day. The "market price" on each such day is the closing
sales price on the NASDAQ National Market on such day. The Stock Option
Committee of the Registrant believes this calculation more accurately
reflects "fair market value" of the Registrant's Common Stock on any
given day as compared to simply using the closing market price on the
date of grant. As a result, the closing market price on the date of
grant at times may be different than the exercise price per share.
(2) See footnote (6) to Summary Compensation Table hereinabove.
(3) See footnote (7) to Summary Compensation Table hereinabove.
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AGGREGATE OPTION EXERCISES IN 1996 FISCAL YEAR
AND 1996 FISCAL YEAR-END OPTION VALUE
The following table provides information as to options exercised by
each of the named executives of the Registrant during the fiscal year ended June
30, 1996, and the value of options held by such executive officers at the
Registrant's fiscal year-end measured in terms of the closing market price of
the Registrant's stock on June 28, 1996 (the last business day of fiscal year
1996).
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES ACQUIRED UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
NAME ON EXERCISE (#) VALUE REALIZED ($) OPTIONS AT FY-END (#)(1) AT FY-END ($)(1)(2)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Peter Beshouri 0 0 0 0
Michael Blumberg 0 0 0 0
G. Kay Griffith 0 0 35,000 0
Christopher O'Neil 0 0 43,000 11,700
Kenneth L. Danielson 0 0 50,000 11,700
</TABLE>
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(1) All of the unexercised options held by such individuals were
immediately exercisable.
(2) The closing market price of the Registrant's Common Stock on the NASDAQ
National Market on June 28, 1996 (the last business day of the
Registrant's fiscal year-end) was $2.125.
EMPLOYMENT AGREEMENTS
- ---------------------
During the 1996 fiscal year Peter Beshouri and Michael Blumberg each
had an employment agreement with the Registrant which provided for an annual
base salary for fiscal year 1996 of $320,650 for Peter Beshouri and $290,400 for
Michael Blumberg. The term of each such employment agreement was originally for
a three year period expiring June 30, 1992, and had been extended each fiscal
year thereafter for an additional one year period. Effective as of July 1, 1996,
such employment agreements were again extended for an additional one year term
(currently until June 30, 1997) on the same terms and conditions as in effect
under their respective employment agreements during the previous fiscal year,
including, without limitation, that the annual base salary payable to each of
them for the Registrant's current fiscal year will be the same as they were
entitled to receive for the fiscal year ended June 30, 1996. Under the latest
one-year extension of the employment agreements, each of Messrs. Beshouri and
Blumberg will be entitled to participate in the Registrant's annual incentive
bonus plan and long term incentive stock option program. The Registrant is also
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<PAGE>
required to furnish each of Messrs. Beshouri and Blumberg with, among other
things, family health, life and disability insurance coverage.
Such employment agreements with Messrs. Beshouri and Blumberg also
provide that, in the event of a change in control of the Registrant, each of
them can terminate his full-time employment thereunder. A change in control
occurs when Messrs. Beshouri and Blumberg and/or other individuals or designees
voted for or approved by them no longer collectively comprise at least a
majority of the members of the Board of Directors of the Registrant or if
Messrs. Beshouri or Blumberg is forced by a merger, consolidation,
reorganization or otherwise by operation of law or other form of transaction to
sell his shares of voting capital stock in the Registrant or if 50% or more of
the consolidated assets, properties and businesses of the Registrant is sold or
otherwise transferred to a third-party or if an individual (other than either
Messrs. Beshouri and Blumberg) or another company or entity or a group acting in
concert becomes the beneficial owner of 25% or more of the outstanding voting
capital stock of the Registrant as a result of acquisitions made from other than
Messrs. Beshouri and/or Blumberg or the Registrant, assuming such acquisitions
from the Registrant were approved by Messrs. Beshouri and Blumberg. In the event
such change in control was resisted by either Messrs. Beshouri or Blumberg as
evidenced by his failure to approve of such change in control either in his
capacity as a director or shareholder of the Registrant, unless (i) he accepts a
new employment agreement with the Registrant or any successor or (ii) such
change in control was supported by the Board of Directors of the Registrant at a
time when Messrs. Beshouri and Blumberg and/or other individuals or designees
voted for or approved by them collectively comprise at least a majority of the
members of the Board of Directors of the Registrant and he was offered a new
contract at least as favorable as his current employment agreement, he would be
entitled to his compensation (both annual salary and any bonus) and the other
benefits provided for in his employment agreement for the greater of three years
or the remaining term of his employment agreement. The Registrant is not aware
of any contemplated change in control.
DIRECTORS COMPENSATION
----------------------
Directors who are also officers or employees of the Registrant are not
paid additional compensation for acting as a director of the Registrant. The
Registrant has established a standard arrangement for compensating directors who
are not officers or employees of the Registrant for any services provided in
such person's capacity as a director. Each such outside director receives a fee
of $1,500 on a quarterly basis for serving as a director of the Registrant plus
an additional fee of $500 for each
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<PAGE>
meeting of the Board of Directors or any committee thereof such director
attends, as well as reimbursement of any out-of-pocket expenses incurred for
travel, lodging and meals in connection with attendance at any such meeting. In
addition, as of May 1996 each outside director who is also a member of the Audit
Committee receives an additional fee of $1,500 on a quarterly basis for serving
on the Audit Committee. See also "ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS."
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
- -----------------------------------------------------------
Since during the fiscal year ended June 30, 1996, the Registrant did
not have a compensation committee of its Board of Directors (or Board committee
performing equivalent functions), Peter Beshouri and Michael Blumberg, in their
capacities as members of the Registrant's Board of Directors, participated in
deliberations of the Board concerning the authorization of the one-year renewals
of the employment agreements of Messrs. Beshouri and Blumberg on the terms as
discussed in "Employment Agreements" hereinabove.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
- -------- ---------------------------------------------------------------
The following table sets forth certain information regarding the
beneficial ownership of the Registrant's Common Stock, as of October 21, 1996,
by (i) each person who is known by the Registrant to own beneficially more than
5% of the Registrant's Common Stock; (ii) each of the Registrant's directors and
nominees for director who own shares of the Registrant's Common Stock; (iii) the
Registrant's CEO and its four most highly compensated executive officers other
than the CEO who were serving as executive officers at the end of fiscal year
1996; and (iv) all directors and executive officers of the Registrant as a
group. Except as noted in the footnotes to the table, the persons named in the
table have sole voting and investment power with respect to all shares of Common
Stock shown as beneficially owned by them.
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<TABLE>
<CAPTION>
NAME AND ADDRESS SHARES BENEFICIALLY OWNED
OF -------------------------
BENEFICIAL OWNER NUMBER PERCENTAGE
---------------- -------------- ------------
<S> <C> <C>
FMR Corp. (1)(2) .............................. 382,308.0 (2) 10.25% (2)
Peter Beshouri (3) ............................ 341,007.5 (4)(5) 9.15% (4)(5)
Michael Blumberg (3) .......................... 341,007.5 (4)(5) 9.15% (4)(5)
U.S. Bancorp (1)(6) ........................... 319,600.0 (6) 8.57% (6)
Dimensional Fund Advisors
Inc. (1)(7) .................................. 217,500.0 (7) 5.83% (7)
Joseph Piccirilli (3) ......................... 210,467.5 (4) 5.64% (4)
Gregory Sturgis (3) ........................... 150,467.5 (4) 4.04% (4)
Kenneth L. Danielson (3) ...................... 72,000.0 (8) 1.91% (8)
Christopher O'Neil (3)......................... 49,339.1 (5)(8) 1.31% (5)(8)
G. Kay Griffith (3)............................ 36,000.0 (8) .96% (8)
Richard W. McEwen (9).......................... 4,000.0 .11%
Herbert A. Leeds (10).......................... 0 -
All directors and executive officers
as a group (nine persons including
certain of those listed above) (4)(5)(8)...... 1,204,289.1 31.22%
</TABLE>
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(1) The information set forth herein with respect to each such person(s)
is based solely upon a Schedule(s) 13G (and any amendments thereto)
filed with the SEC by such person(s) with respect to the calendar year
ended December 31, 1995 and, accordingly, may not reflect their
respective holdings as of the date of this report.
(2) FMR Corp., 82 Devonshire Street, Boston, Massachusetts 02109, through
the ownership of its wholly-owned subsidiary, Fidelity Management &
Research Company, a registered investment advisor located at the same
address as FMR Corp., is deemed to be the beneficial owner of 382,308
shares of Common Stock, with respect to which shares it has sole
dispositive power, as a result of acting as an investment advisor to
several registered investment companies. The number of shares of Common
Stock owned by such investment companies includes 11,408 shares
resulting from the assumed conversion of certain of the Registrant's
warrants. In addition, Edward C. Johnson 3d, the Chairman of FMR Corp.
and who with various Johnson family members and trusts for the benefit
of Johnson family members form a control group with respect to FMR
Corp., indirectly would also be deemed the beneficial owner of such
382,308 shares by reasoning of having sole dispositive power over such
shares. Fidelity Low-Priced Stock Fund, one of the registered
investment companies as to which Fidelity Management & Research Company
acts as an investment advisor and located at the same address as FMR
Corp., may also be deemed a beneficial owner of 382,105 of such 382,308
shares as
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a result of its right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, such 382,105 shares.
The number of shares of Common Stock owned by Fidelity Low-Priced Stock
Fund includes 11,205 shares resulting from the assumed conversion of
certain of the Registrant's warrants.
(3) The address of each such person is care of the Registrant,
1901 Tigertail Boulevard, Dania, Florida 33004. Messrs. Beshouri,
Blumberg, Piccirilli and Sturgis collectively are herein referred to as
the "Principal Shareholders."
(4) See "Right of First Refusal and Voting Trust Agreement" hereinbelow.
(5) Includes such person's or members' of the group vested interest (if
any) in shares of Common Stock of the Registrant resulting from such
person's or members' of the group participation in the Registrant's
Employee Stock Ownership Plan ("ESOP") based upon the latest available
annual report of the ESOP for the fiscal year ended June 30, 1995.
Based on such annual report, Mr. Beshouri had 539.998 vested shares,
Mr. Blumberg had 539.999 vested shares and Mr. O'Neil had 339.136
vested shares, and all current directors and executive officers as a
group had 1,419.133 vested shares.
(6) U.S. Bancorp, 111 S.W. Fifth Avenue, Portland, Oregon, 97204, as a
result of the Trust Group of the United States National Bank of Oregon
(a national banking association located at the same address and owned
by U.S. Bancorp) holding the sole voting power over 162,500 shares of
Common Stock, is deemed, together with United States National Bank of
Oregon, to be the beneficial owner of such 162,500 shares. In addition,
Qualivest Capital Management, Inc. (a registered investment adviser
located at the same address and owned by United States National Bank of
Oregon) holds the sole voting power over 157,100 shares of Common Stock
and is deemed the beneficial owner of such additional 157,100 shares,
as a result of acting as an investment adviser to The Qualivest Funds,
a registered investment company.
(7) Dimensional Fund Advisors Inc. ("Dimensional"), 1299 Ocean Avenue,
11th Floor, Santa Monica, California 90401, which is a registered
investment advisor, is deemed to have beneficial ownership of 217,500
shares of Common Stock, with respect to which shares it has sole voting
power over 133,900 and sole dispositive power over 217,500. All of such
shares are held in portfolios of DFA Investment Dimensions Group Inc.,
a registered open-end management investment company, or in series of
The DFA Investment Trust Company, a Delaware
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business trust, or The DFA Group Trust and DFA Participation Group
Trust, investment vehicles for qualified employee benefit plans, with
respect to all of which Dimensional serves as investment manager. In
addition, persons who are officers of Dimensional also serve as
officers of DFA Investment Dimensions Group Inc. and The DFA Investment
Trust Company and, in their capacities as officers of DFA Investment
Dimensions Group Inc. and The DFA Investment Trust Company, such
persons have sole voting power over the balance (83,600 shares) of the
217,500 shares not voted by Dimensional. Dimensional disclaims
beneficial ownership of all such shares.
(8) Includes (as applicable) immediately exercisable stock options held
by: (i) Mr. Danielson for 20,000 shares of Common Stock at an exercise
price of $6.29 per share, for 15,000 shares at an exercise price of
$1.77 per share and for 15,000 shares at an exercise price of $1.70 per
share; (ii) Mr. O'Neil for 2,000 shares of Common Stock at an exercise
price of $5.45 per share, for 11,000 shares at an exercise price of
$6.29 per share, for 15,000 shares at an exercise price of $1.77 per
share and for 15,000 shares at an exercise price of $1.70 per share;
and (iii) Ms. Griffith for 20,000 shares of Common Stock at an exercise
price of $6.29 per share and for 15,000 shares at an exercise price of
$5.96 per share. See "ITEM 11 EXECUTIVE COMPENSATION. - Executive
Compensation Tables."
(9) The address of Richard W. McEwen is 3752 Bobbin Brook West,
Tallahassee, Florida 32312.
(10) The address of Herbert A. Leeds is 1110 Brickell Avenue, Suite 508,
Miami, Florida 33131.
RIGHT OF FIRST REFUSAL AND VOTING TRUST AGREEMENT
- -------------------------------------------------
On June 30, 1986, the Principal Shareholders entered into a right of
first refusal and voting trust agreement. The voting trust arrangement under
such agreement expired on June 30, 1996, while the right of first refusal
arrangement continues. Pursuant to such agreement, each Principal Shareholder,
for himself and on behalf of his heirs, beneficiaries, legal representatives and
permitted assigns, has agreed not to sell, transfer, assign, pledge, encumber or
otherwise dispose of any of his shares of Common Stock except (a) by will or the
laws of intestate succession, (b) to a trust in which such Principal Shareholder
or his immediate family are the sole beneficiaries, (c) with the written consent
of all of the other Principal Shareholders or (d) pursuant to the right of first
refusal granted to the other Principal Shareholders. Under such right of first
refusal, in the event a Principal Shareholder or his heirs, beneficiaries, legal
representative or permitted assigns desires to sell any shares of
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Common Stock pursuant to a bona fide offer or otherwise, such other Principal
Shareholders shall have the right and option to purchase such shares at a price
equal to the bona fide offer price per share (if any) or the average of the
closing bid and ask prices for the Common Stock over the four full weeks
preceding the date the notice of intent to sell is given.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
- -------- -----------------------------------------------
In January 1993, the Registrant entered into a one year consulting
arrangement with Gregory Sturgis, a director of the Registrant and one of the
Principal Shareholders, pursuant to which Mr. Sturgis provided his consulting
services to the Registrant for up to 35 full days during such calendar year. The
term of such arrangement had been previously extended through calendar year
1995. For providing such services, Mr. Sturgis received an annual fee of
$25,000, payable in twelve equal monthly installments on the first day of each
month, and reimbursement for out-of-pocket expenses incurred by him for travel,
lodging and meals in connection with the performance of his consulting services.
During fiscal year 1996, Mr. Sturgis received consulting fees aggregating
$14,583.31, including $2,083.33 for services rendered by Mr. Sturgis after such
consulting arrangement expired on December 31, 1995. See also "ITEM 11.
EXECUTIVE COMPENSATION. - Directors Compensation."
G. Kay Griffith, a director and until February 1996 the Executive Vice
President and Chief Administrative Officer of the Registrant, has been providing
consulting services to the Registrant since February 1996. For providing such
services, Ms. Griffith receives compensation of $13,333 per month. The
compensation received by Ms. Griffith during fiscal year 1996 in this capacity
has been included in the "SUMMARY COMPENSATION TABLE" in "ITEM 11. EXECUTIVE
COMPENSATION - Executive Compensation Tables." Ms. Griffith's services have been
retained through November 1996.
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SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Amendment to the Report to be signed on its
behalf by the undersigned, thereunto duly authorized, on the 25th day of
October, 1996.
Sound Advice, Inc.
By: /S/ PETER BESHOURI
------------------------
Peter Beshouri, Chairman of
the Board, President and
Chief Executive Officer
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