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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 JANUARY 31, 2000 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 number 0-15194
SOUND ADVICE, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA 59-1520531
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1901 TIGERTAIL BOULEVARD, DANIA BEACH, FLORIDA 33004
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (954) 922-4434
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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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COMMON STOCK PURCHASE RIGHTS
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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 APRIL 27, 2000 BASED UPON THE CLOSING
MARKET PRICE OF THE REGISTRANT'S VOTING STOCK ON THE NASDAQ NATIONAL MARKET
SYSTEM ON APRIL 27, 2000, AS REPORTED IN THE WALL STREET JOURNAL, WAS
APPROXIMATELY $37,193,000.
THE REGISTRANT HAD 3,766,394 SHARES OF COMMON STOCK, $.01 PAR VALUE,
OUTSTANDING AS OF MAY 2, 2000.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
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EXPLANATORY NOTE
This Amendment No. 1 to the Form 10-K for the fiscal year ended January
31, 2000 of Sound Advice, Inc. (the "Registrant" or the "Company") is being
filed to add Part III of the Form 10-K, which was omitted in reliance on General
Instruction G(3) thereto.
PART III
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:
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE POSITION(s) WITH THE REGISTRANT SINCE
- ---- --- ------------------------------- --------
<S> <C> <C> <C>
Peter Beshouri 45 Chairman of the Board, President 1982
and Chief Executive Officer
Michael Blumberg 51 Director, Senior Vice President, 1974
and Secretary
G. Kay Griffith(1)(2) 55 Director 1992
Herbert A. Leeds(1)(2) 83 Director 1996
William F. Hagerty IV(1)(2) 40 Director 1998
</TABLE>
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(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 Officer of the
Registrant since August 1982. Before that, he was the general sales manager of
the Registrant, and had also served as a store 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 Securities and Exchange Commission
("SEC"), 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
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ended September 30 and December 31, 1991, which the SEC found in that 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.
Mr. Beshouri did not admit or deny any wrongdoing. No fine or penalty was
imposed by the SEC on Mr. Beshouri.
MICHAEL BLUMBERG, a founder and a director of the Registrant, has
served as Senior Vice President since May 1989. Before that, he served as Vice
President beginning in August 1982, Vice President - Purchasing and Finance
since May 1986 and Vice President of Purchasing and Marketing since October
1987. From the Registrant's inception until February 1995, Mr. Blumberg served
as Treasurer and, since October 1989, has also served as Secretary.
G. KAY GRIFFITH was elected a director of the Registrant and a member
of the Audit Committee of the board of directors in July 1992 and a member of
the Stock Option Committee in January 1997. She joined the Registrant as an
employee in May 1993 and served as Executive Vice President and Chief
Administrative Officer from September 1993 until February 1996. Since March
1998, Ms. Griffith has served as the President/Chief Executive Officer of The
G&L Holding Group, Inc. and G&L Banks headquartered in Pensacola, Florida. In
February 1996, Ms. Griffith formed Corporate Growth Consultants, Inc., a
management consulting firm that specializes in finance, strategic planning and
training. From the formation of that firm through 1997, Ms. Griffith 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. See "ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS."
HERBERT A. LEEDS was elected a director of the Registrant in April 1996
and was appointed a member of the Audit Committee in May 1996 and the Stock
Option Committee in January 1997. Since 1975, Mr. Leeds has been President and
Chief 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. Since forming that firm, Mr.
Leeds has, from time to time, performed consulting services for the Registrant.
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.
WILLIAM F. HAGERTY, IV was elected a director of the Registrant in
February 1998 and appointed a member of its Audit Committee. In October 1999, he
was appointed a member of the Stock Option Committee. Mr. Hagerty has been a
principal of Hagerty, Peterson & Company, LLC, a private equity investment firm
based in Washington, D.C. since 1996. In addition, since August 1996 Mr. Hagerty
has been the Vice Chairman of National Electronics Warranty Corporation, an
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administrator of warranty programs based in Sterling, Virginia primarily engaged
in the sale of product warranty contracts and through which administrator the
Company offers its customers extended warranty contracts for most of the
Registrant's products. From 1994 to present, Mr. Hagerty has been a principal of
the Management Advisory Group, a Washington, D.C. based consulting firm which is
a wholly-owned subsidiary of Hagerty, Peterson & Company, LLC. During 1993 and
1994, Mr. Hagerty was affiliated with Trident Capital, L.P. , a private equity
investment firm based in Chicago, Illinois. During the Bush Administration
(1991-1993), Mr. Hagerty served in the White House as the Chief Economist of the
President's Council on Competitiveness. From 1984 to 1991, he was a management
consultant with the Boston Consulting Group serving as the senior expatriate in
its Tokyo office with responsibility for all of such firm's international
activities in Japan.
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 required
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 Forms 5 were required when
applicable, the Registrant believes that during the fiscal year ended January
31, 2000, 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.
EXECUTIVE COMPENSATION TABLES
The following tables provide information about executive compensation.
SUMMARY COMPENSATION TABLE
The following table sets forth information about the compensation of
the Registrant's Chief Executive Officer ("CEO")
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and each of the other executive officers of the Registrant (the "Named Executive
Officers") during the fiscal years ended January 31, 2000 and 1999, the seven
month transition period ended January 31, 1998 and the fiscal year ended June
30, 1997 for services in all capacities.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION (1) LONG TERM COMPENSATION
--------------------------------------------- -----------------------------
NAMES AND PRINCIPAL FISCAL SECURITIES UNDERLYING ALL OTHER
POSITION YEAR SALARY ($) BONUS($)(2) OPTIONS (#)(3) COMPENSATION($)(4)
- -------------------- ----------- ---------------- ---------------- ---------------------------- ------------------------
<S> <C> <C> <C> <C> <C>
Peter Beshouri Chairman, 2000 400,000 200,000 60,000 0
President and CEO 1999 324,008 20,250 0 0
1998* 189,005 0 0 0
1997 324,008 0 105,000(5) 0
Michael Blumberg Senior 2000 320,000 75,000 24,000 0
Vice President 1999 294,008 9,200 0 0
1998* 171,504 0 0 0
1997 294,008 0 90,000(5) 0
Christopher O'Neil 2000 180,000 75,000 24,000 0
Executive Vice President 1999 178,333 9,200 0 3,500(7)
and Chief Operating Officer 1998* 87,500 0 0 4,900(7)
1997 150,000 0 101,000(5)(6) 8,367(7)
Kenneth L. Danielson Chief 2000 180,000 75,000 24,000 0
Financial Officer and 1999 180,000 9,200 0 0
Treasurer 1998* 93,333 0 0 0
1997 160,000 0 110,000(5)(8) 0
</TABLE>
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* Seven month transition period ended January 31, 1998.
(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) 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 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
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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. During the fiscal years ended
January 31, 2000 and 1999, $732,600 and $47,850, respectively, in bonuses
were earned under the plan. In the seven month transition period ended
January 31, 1998 and fiscal year ended June 30, 1997, no bonuses were
earned under such plan.
(3) These represent incentive stock options or non-qualified stock options
issued pursuant to the Registrant's 1999 Stock Option Plan adopted in
September 1999 or 1986 Stock Option Plan adopted in May 1986 as
subsequently amended and restated (the "Option Plans"). See footnotes (5),
(6) and (8) hereinbelow and footnote (4) to the table in "ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT."
(4) The Registrant has an Employee Stock Ownership Plan ("ESOP") which holds
shares of the Registrant's Common Stock for the benefit of all of its
employees. The Registrant made no contribution to the ESOP during the
fiscal years ended January 31, 2000 and 1999, the transition period ended
January 31, 1998 and the fiscal year ended June 30, 1997. However, as a
result of reallocations to employee accounts of the ESOP caused by employee
terminations and pay outs of vested interests of former employees, with
respect to the ESOP's fiscal year ended June 30, 1998, Mr. Beshouri was
allocated 27.115 additional shares of common stock, Mr. Blumberg was
allocated 27.116 additional shares of common stock, Mr. O'Neil was
allocated 17.349 additional shares of common stock and Mr. Danielson was
allocated .222 additional shares of common stock. There were no further
reallocations to employee accounts for the ESOP's fiscal years ended June
30, 1997 or 1999. See footnote (3) to the table in "ITEM 12. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 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) 75,000 of the options granted to each officer in fiscal year
1997 were non-qualified stock options. Those options vested and became
exercisable during the fiscal year ended January 31, 2000 with an exercise
price of $1.89 per share and a term of five years expiring on April 28,
2002. The remainder of these options are qualified options.
(6) 11,000 of the incentive stock options issued to such officer in fiscal year
1997 were issued in exchange for the cancellation of 11,000 incentive stock
options previously granted to such officer in fiscal year 1994 which had an
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exercise price of $6.29 per share and expired on September 21, 1998. The
11,000 incentive stock options which replaced the cancelled stock options
have an exercise price of $1.69 per share and expire on March 9, 2002.
(7) This sum represents the aggregate amount of a monthly automobile allowance
paid during the seven month transition period ended January 31, 1998 and
fiscal years ended June 30, 1997 and January 31, 1999.
(8) 20,000 of the incentive stock options issued to such officer in fiscal year
1997 were issued in exchange for the cancellation of 20,000 incentive stock
options previously granted to such officer in fiscal year 1994 which had an
exercise price of $6.29 per share and expired on September 21, 1998. The
20,000 incentive stock options which replaced the cancelled stock options
have an exercise price of $1.69 per share and expire on March 9, 2002.
1999 STOCK OPTION PLAN
In September 1999, the Registrant's board of directors adopted the 1999
Stock Option Plan and recommended that it be submitted to the Registrant's
stockholders for their approval at the next annual meeting. Registrant's
stockholders approved the option plan at the 1999 annual meeting held on October
27, 1999. Pursuant to the option plan, Registrant's employees and non-employee
directors are given an opportunity to acquire common stock of the Registrant.
The option plan is intended to supersede the 1986 option plan. The effective
date of the option plan is September 30, 1999. In November 1999, the Registrant
granted 222,000 options, pursuant to the new stock option plan, for an exercise
price of $8.00 per share.
A total of 500,000 shares of common stock are reserved for issuance
under the option plan, with that number to be appropriately adjusted in the
event of stock splits, stock dividends, combinations or reclassification of
shares of Registrant's common stock, or like capital adjustments. The option
plan provides for the granting to key employees of both "incentive stock
options," within the meaning of section 422A of the Code and "non-qualified
stock options" and for the granting to non-employee directors of "non-qualified
stock options." An incentive stock option has some tax advantages for the
participant as compared to a non-qualified stock option.
The following is a summary of some of the material features of the
option plan.
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SHARES AVAILABLE FOR AWARDS; ANNUAL PER-PERSON LIMITATIONS. Under the
option plan, the total number of shares of common stock that may be subject to
the granting of options under the plan at any time during the term of the option
plan shall equal to 500,000 shares.
The option plan provides for administration by the Stock Option
Committee appointed by the board of directors who may change the members at any
time, which determines, by majority vote, the persons to be granted options
under the option plan, the number of shares subject to each option and the
option price, and which will specify whether options granted are incentive stock
options or non- qualified stock options. Members of the Committee are not
eligible to receive options under the option plan unless approved by the members
of the board of directors who are not members of the Stock Option Committee. No
options granted under the option plan are transferable by the optionee other
than by will or by laws of descent and distribution, and each option is
exercisable, during the lifetime of the optionee, only by the optionee. Any
options granted to an employee will terminate three months after the optionee's
termination of employment except in cases of (i) disability occuring while
employed or (ii) death while employed or within three months thereafter. No
options may be granted under the option plan commencing 10 years after adoption
of the option plan.
The exercise price of any incentive stock option granted under the
option plan shall be not less than ths fair market value of the shares subject
to the option on the date of grant. The exercise price of any non-qualified
stock option granted under the option plan shall be not less than 85% of the
fair market value of the shares subject to the option on the date of the grant.
The term of each option and the manner in which it may be exercised will be
determined by the Committee, subject to the requirements that no option may be
exercisable more than 10 years after the date of grant. With respect to any
incentive stock option granted to an employee who owns stock possessing more
than 10% of the voting rights of our outstanding capital stock on the date of
grant, the exercise price of the option must be at least equal to 110% of the
fair market value of the shares subject to the option on the date of grant and
the option may not be exercisable more than five years after the date of grant.
The aggregate fair market value of the common stock (determined at the date of
the option grant) for which any employee may be granted incentive stock options
under the option plan in any calendar year may not exceed $100,000, plus
permissible carry over allowances. The option plan permits the exercise of
options either by a cash payment or, with the consent of the Committee, by
surrender of shares of common stock, valued at fair market value at the date of
surrender, or a combination thereof.
OPTION GRANTS IN THE FISCAL YEAR ENDING JANUARY 31, 2000
The following table shows all grants of options to the Named Executive
Officers of the Company during the fiscal year ended January 31, 2000. Pursuant
to SEC rules, the table also shows the value of the options granted at the end
of the option term (ten years) if the price of the Company's stock was to
appreciate annually by 5% and 10%, respectively. There is no assurance that such
stock price will appreciate at the rates shown in the table.
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All of the options set forth in the table were issued pursuant to the Company's
1999 Stock Option Plan and are immediately exercisable incentive stock options.
The Company does not have a plan whereby tandem stock appreciation rights
("SARS") are granted.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
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NUMBER OF % OF TOTAL POTENTIAL REALIZABLE VALUE AT
SECURITIES OPTIONS ASSUMED ANNUAL RATES OF STOCK
UNDERLYING GRANTED TO EXERCISE GRANT DATE APPRECIATION FOR OPTION TERM
OPTIONS EMPLOYEES IN PRICE EXPIRATION PRESENT -----------------------------
NAME GRANTED (#) FISCAL YEAR ($/SHARE) DATE VALUE($)(2) 5%($) 10%($)
- ----- ------------ ------------ ----------- ------------ ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Peter Beshouri 60,000 27.02% 8.00 11/2/09 366,600 299,520 759,060
Michael Blumberg 24,000 10.81% 8.00 11/2/09 146,640 119,808 303,624
Christopher O'Neil 24,000 10.81% 8.00 11/2/09 146,640 119,808 303,624
Kenneth L. Danielson 24,000 10.81% 8.00 11/2/09 146,640 119,808 303,624
</TABLE>
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(1) For purpose of the Stock Option Plan, "fair market value" on the date of
grant of any option is the closing price of a share of Common Stock on the
Business Day immediately proceeding such date.
(2) The present value of each stock option granted in fiscal 2000 under our
existing stock option plan was estimated using the Black-Scholes option
pricing model assuming an esxpected volatility of 1.31, a risk free
interest rate of 5.7%, and expected life of 3 years and no dividends.
AGGREGATE OPTION EXERCISES IN 2000 FISCAL YEAR
AND 2000 FISCAL YEAR-END OPTION VALUES
The following table provides information as to options exercised by
each of the Named Executive Officers during the fiscal year ended January 31,
2000, and the value of unexercised options held by the Named Executive Officers
at the Registrant's fiscal year-end measured in terms of the closing market
price of the Registrant's Common Stock on January 31, 2000.
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<TABLE>
<CAPTION>
VALUE OF
UNEXERCISED
IN-THE-MONEY
NUMBER OF SECURITIES OPTIONS
UNDERLYING UNEXERCISED AT JAN 31, 2000
OPTIONS AT JAN 31, 2000(#) ($)(1)
SHARES ACQUIRED EXERCISABLE(E)/ EXERCISABLE(E)/
NAME ON EXERCISE (#) VALUE REALIZED ($) UNEXERCISABLE(U) UNEXERCISABLE(U)
- ---- --------------------------- --------------------------- --------------------------- ----------------
<S> <C> <C> <C> <C>
Peter Beshouri 0 0 165,000(E) 853,800 (E)
Michael Blumberg 0 0 114,000(E) 695,400 (E)
Christopher O'Neil 0 0 155,000(E) 1,004,010 (E)
Kenneth L. Danielson 0 0 164,000(E) 1,072,050 (E)
</TABLE>
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(1) The closing market price of the Registrant's Common Stock on the NASDAQ
National Market on January 31, 2000 was $9.25.
EMPLOYMENT AGREEMENTS
During the fiscal year ended January 31, 1999, the seven month
transition period ended January 31, 1998 and the 1997 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 1997 of
$320,650 for Peter Beshouri and $290,400 for Michael Blumberg. The term of each
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, 1999, these employment agreements were
again extended for additional three year terms (until January 31, 2002) on
substantially 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 Mr. Beshouri and Mr. Blumberg
pursuant to the amended agreements was increased to $400,000 and $320,000,
respectively, effective February 1, 1999. Under the latest extensions 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 required to furnish each
of Messrs. Beshouri and Blumberg with, among other things, family health, life
and disability insurance coverage.
The 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 Mr.
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
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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.
Effective February 1, 1999, the Registrant entered into employment
agreements with each of Christopher O'Neil, the Registrant's Executive Vice
President and Chief Operating Officer, and Kenneth L. Danielson, the
Registrant's Chief Financial and Accounting Officer and Treasurer. The term of
each agreement is for a three year period ended January 31, 2002. The agreements
provide for an annual salary of $184,000, participation in the annual incentive
bonus plan, long term incentive stock option plan and certain fringe benefits.
The agreements provide that if a change in control (as defined) occurs, each
of Messrs. O'Neil and Danielson are entitled to receive a lump sum severance
payment equal to twice his salary and bonus for the last fiscal year. This
severance payment is not owed if the employee is either terminated for cause
(as defined) or is no longer employed with the Registrant on the closing date
or effective date of the change in control, whichever is later.
SEVERANCE AGREEMENTS
In May 1997, the Registrant entered into severance agreements with
certain non-executive officer employees of the Registrant. In March 1998, these
agreements were extended for a one year period and two additional non-executive
officer employees were added. Effective February 1, 1999, these agreements were
extended for an additional one year period. The Registrant is currently
preparing documentation to extend the terms of these agreements for an
additional period. The agreements provide that if a change in control occurs,
the employee is entitled to receive a lump sum severance payment equal to up to
one half of the employee's gross wages from the 12 months immediately preceding
the month in which the change in control occurs. This severance payment is not
owed if the employee is:
- terminated for cause or is no longer employed with us on the closing date
or effective date of the change in control, whichever is later; or
- the employee is offered on or prior to the change in control to continue
as an employee of ours or our successor in substantially the same
position then held and the employee receives a written agreement from us
or our successor to the effect that, in the event that the employee is
terminated without cause within one year after the change in control
date, he shall be paid the severance payment in one lump sum on the date
of termination.
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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 services provided in such
person's capacity as a director. Effective January 1, 1998, each such outside
director receives a fee of $5,000 on a quarterly basis for serving as a director
of the Registrant, as well as reimbursement of any out-of-pocket expenses
incurred for travel, lodging and meals in connection with attendance at any such
meeting.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Because during the fiscal years ended January 31, 1999 and 2000, the
transition period ended January 31, 1998 and the fiscal year ended June 30, 1997
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
renewals of the employment agreements of Messrs. Beshouri and Blumberg discussed
in "Employment Agreements" above. Furthermore, Messrs. Sturgis (a former
director), McEwen(a former Director) and Leeds, in their capacities as members
of the Registrant's Board of Directors, participated in deliberations of the
Board concerning the granting by the Registrant of warrants to purchase 5,000
shares of Common Stock to each of them on the terms as discussed in "Directors
Compensation" above.
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<PAGE> 13
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 May 2, 2000, 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 who own
shares of the Registrant's Common Stock; (iii) the Registrant's CEO and its
executive officers other than the CEO who were serving as executive officers at
the end of the fiscal year ended January 31, 2000; 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.
<TABLE>
<CAPTION>
NAME AND ADDRESS SHARES BENEFICIALLY OWNED
OF ---------------------------------
BENEFICIAL OWNER NUMBER PERCENTAGE
---------------- ------ ----------
<S> <C> <C> <C>
Peter Beshouri (1) 516,087.9 (2)(3)(4) 13.1% (2)(3)(4)
Michael Blumberg(1) 460,938.0 (2)(3)(4) 11.9% (2)(3)(4)
FMR Corp. (5)(6) 228,500.0 (6) 6.1% (6)
Dimensional Fund Advisors
Inc. (5)(7) 223,647.0 (7) 6.0% (7)
Kenneth L. Danielson (1) 221,001.2 (3)(4) 5.6% (3)(4)
Joseph Piccirilli (1) 210,467.5 (2) 5.5% (2)
Christopher O'Neil (1) 161,390.8 (3)(4) 4.1% (3)(4)
Gregory Sturgis (1) 155,467.5 (2)(4) 4.1% (2)(4)
William F. Hagerty, IV (8)(9) 43,100.0 (4) * (4)
G. Kay Griffith (10) 41,000.0 (4) * (4)
Herbert A. Leeds (11) 5,000.0 (4) * (4)
All directors and executive officers
as a group (seven persons including
certain of those listed above) (2)(3)(4) 1,447,517.9 33.2%
</TABLE>
--------------------------
* Represents less than 1% of class
(1) The address of each such person is care of the Registrant, 1901 Tigertail
Boulevard, Dania Beach, Florida 33004. Messrs. Beshouri, Blumberg and
Sturgis together with Mr. Piccirilli, a former officer and director of the
Registrant, are collectively hereinafter referred to as the "Principal
Shareholders."
(2) See "Right of First Refusal and Voting Trust Agreement" hereinbelow.
(3) Includes such person's or members of a group's vested interest (if any) in
shares of Common Stock of the Registrant resulting from such person's or
member's participation in the Registrant's ESOP based upon the latest
available annual report of the ESOP for the fiscal year ended January 31,
1999. Based on such annual report, Mr. Beshouri had 620.448 vested shares,
Mr. Blumberg had 620.452 vested shares, Mr. Danielson had 1.205 vested
shares and Mr. O'Neil had 390.811 vested shares, and all current directors
and executive officers as a group had 1,632.916 vested shares.
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<PAGE> 14
(4) Includes (as applicable) immediately exercisable stock options held by: (i)
Mr. Beshouri for 30,000 shares of Common Stock at an exercise price of
$1.69 per share, 75,000 shares at an exercise price of $1.89 per share and
for 60,000 shares at an exercise price of $8.00 per share; (ii) Mr.
Blumberg for 15,000 shares of Common Stock at an exercise price of $1.69
per share, 75,000 shares at an exercise price of $1.89 per share and for
24,000 shares at an exercise price of $8.00 per share; (iii) Mr. Danielson
for 15,000 shares of Common Stock at an exercise price of $1.77 per share,
for 15,000 shares at an exercise price of $1.70 per share for 35,000 shares
at an exercise price of $1.69 per share, for 75,000 shares at an exercise
price of $1.89 per share and for 24,000 shares at an exercise price of
$8.00 per share; (iv) Mr. O'Neil for 15,000 shares of Common Stock at an
exercise price of $1.77 per share, for 15,000 shares at an exercise price
of $1.70 per share, for 26,000 shares at an exercise price of $1.69 per
share, for 75,000 shares at an exercise price of $1.89 per share and for
24,000 shares at an exercise price of $8.00 per share and (v) Ms. Griffith
for 40,000 shares of Common Stock at an exercise price of $1.89 per share.
Includes warrants held by Mr. Leeds for 5,000 shares of Common Stock at an
exercise price of $1.89 per share. See "ITEM 11 EXECUTIVE COMPENSATION. -
Executive Compensation Tables" and " Directors Compensation."
(5) 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, 1999 and, accordingly, may not reflect their respective holdings as of
the date of this report.
(6) FMR Corp., 82 Devonshire Street, Boston, Massachusetts 02109, through the
ownership of its wholly-owned subsidiaries, Fidelity Management & Research
Company ("FMRC") and Fidelity Management Trust Company ("FMTC"), is deemed
to be the beneficial owner of 228,500 shares of Common Stock. FMRC, a
registered investment advisor, is deemed to be the beneficial owner of
220,000 shares of Common Stock. FMR Corp. has sole dispositive power as to
these 220,000 shares as a result of acting as an investment advisor to
various registered investment companies. FMTC, a bank as defined in Section
3(a)(6) of the Securities Exchange Act, is deemed to be the owner of 8,000
shares of Common Stock, as a result of serving as an investment manager of
various institutional accounts. FMR Corp. also has sole dispositive power
as to these 8,000 shares. In addition, Edward C. Johnson 3rd, the Chairman
of FMR Corp. and who together 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 228,500 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 FMRC acts as an investment advisor and
located at the same address as FMR Corp., may also be deemed a beneficial
owner of 220,500 of these 228,500 shares as a result of its right to
receive or the power to direct the receipt of dividends on, or proceeds
from the sale of, these 228,500 shares.
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<PAGE> 15
(7) Dimensional Fund Advisors Inc. ("Dimensional"), 1299 Ocean Avenue, 11th
Floor, Santa Monica, California 90401, is deemed to have beneficial
ownership of 223,647 shares of Common Stock, with respect to which shares
it has sole voting power and sole dispositive power. Dimensional, an
investment advisor registered under Section 203 of the Investment Advisors
Act of 1940, furnishes investment advice to four investment companies
registered under the Investment Company Act of 1940, and serves as
investment manager to certain other investment vehicles, including
commingled group trusts (these investment companies and investment vehicles
are referred to as the "Portfolios"). In its role as investment advisor and
investment manager, Dimensional possesses both voting and investment power
over the securities of the Registrant that are owned by the Portfolios. All
of these 223,647 shares are owned by the Portfolios, and Dimensional
disclaims beneficial ownership of all these shares.
(8) Mr. Hagerty is deemed the beneficial owner of 42,600 of such 43,100 shares
of Common Stock as a result of having shared voting and investment power
over 42,600 shares.
(9) The address of William F. Hagerty, IV is 44873 Falcon Place, Suite 174,
Sterling, Virginia 20166.
(10) The address of G. Kay Griffith is 1902 East Lake View Avenue, Pensacola,
Florida 32503.
(11) 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
representatives or permitted assigns desires to sell any shares of 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 on the NASDAQ National Market for the Common Stock over the four full
weeks preceding the date the notice of intent to sell is given.
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<PAGE> 16
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
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<PAGE> 17
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 8th day of May,
2000.
Sound Advice, Inc.
By:/s/ PETER BESHOURI
---------------------------------
Peter Beshouri, Chairman of
the Board, President and
Chief Executive Officer
17
