SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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Amendment No. 1
on
FORM 10-KSB/A
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/X/ Annual report pursuant to Section 13 or 15 (d) of the Securities Exchange
Act of 1934 for the fiscal year ended December 31, 1995
/ / Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period
from to
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Commission file number 0-15873
LASERGATE SYSTEMS, INC.
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(Exact name of small business issuer in its charter)
Florida 59-2543206
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(State or other jurisdiction (I.R.S. Employer)
of incorporation or organization) Identification No.)
28050 U.S. 19 North, Suite 502, Clearwater, Florida 34621
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(Address of principal executive office) (Zip Code)
Issuer's telephone number:(813) 725-0882
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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, $0.03 par value
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(Title of Class)
Redeemable Warrants
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(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities 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 is not contained in this form, and no disclosure will be
contained, to the best of the 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 / /
The issuer's revenue for its most recent fiscal year was $2,835,206.
At March 31, 1996, 4,798,492 shares of Common Stock were outstanding, and the
aggregate market value of the Common Stock of Lasergate Systems, Inc. held by
non-affiliates (4,777,992 shares) was $7,614,925.
<PAGE>
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
The directors and executive officers of the Company are as
follows:
Year
First
Became Present Position
Name Age Director With the Company
- ---- --- -------- ----------------
Jacqueline E. Soechtig 46 1994 President, Chief
Executive Officer
and Director
Stewart L. Krug 63 1994 Director
Timothy Mahoney 38 1994 Director
Frank W. Swacker 73 1995 Director
Lawrence W. Umstadter 58 1995 Director
William I. Fenner 40 ---- Vice President -
National Accounts
James H. Moore, Jr. 54 ---- Vice President -
Engineering and
Operations and
Assistant Secretary
Glenn W. Phillips 55 ---- Vice President -
Worldwide Sales
and Marketing
John P. Warnick 49 ---- Vice President - Finance,
Chief Financial Officer,
Treasurer and Secretary
All directors hold office until their respective successors are
elected and duly qualified, or until death, resignation or removal. Officers
hold office until the meeting of the Board of Directors following each annual
meeting of shareholders and until their successors have been chosen and
qualified.
Jacqueline E. Soechtig has been a director of the Company and the
Company's President and Chief Executive Officer since October 31, 1994. From
September 1994 until immediately prior to her employment by the Company, Ms.
Soechtig was a consultant to the Company. During the ten-month period prior
thereto, Ms. Soechtig purchased and operated a restaurant in Clearwater, Florida
together with her spouse. From February 1992 through December 1993, Ms. Soechtig
was the President and Chief Executive Officer of Precision Systems, Inc.
("PSI"), a company engaged in the production and sales of voice and call
processing systems. Prior to her employment with PSI, Ms. Soechtig served as
vice president of business development for Sprint Corp. (May 1990 through
February 1992). She also held the position of vice president of MCI
Telecommunications Corporation where she served in various sales, marketing and
technical capacities from May 1984 through May 1990. Both Sprint and MCI are
engaged in the telecommunications industry. Additionally, from 1970 to 1983, Ms.
Soechtig was employed by International Business Machines Corp. in various
technical and sales positions.
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<PAGE>
Stewart L. Krug has been a member of the Board of Directors of the
Company since May 1, 1994 and from July 26, 1994 until October 31, 1994 he
served as the Company's interim President and Chief Executive Officer. From 1958
until assuming his duties as interim President and Chief Executive Officer of
the Company, Mr. Krug was engaged in the private practice of law, to which he
has since returned.
Timothy Mahoney has been a member of the Board of Directors of the
Company since May 1, 1994. He also was a consultant to the Company and as such
served as the Company's President and Chief Executive Officer from May 1, 1994
to July 26, 1994. From June 1991 through January 1994, Mr. Mahoney was President
of SyDOS, a division of SyQuest Technology, a manufacturer of removable
cartridge disk drives. From 1985 to 1991, Mr. Mahoney served as Vice President
of Marketing and Sales for Rodime PLC, a Scottish disk drive manufacturer. Since
July 1994, Mr. Mahoney has served as an independent management consultant to
various companies.
Frank W. Swacker has been a member of the Board of Directors of the
Company since May 3, 1995. Mr. Swacker has been engaged in the practice of law
for the past 46 years, more than the last five of such years in private
practice. Between 1968 and 1978, he was the International Counsel for Allis-
Chalmers Corporation in Milwaukee, Wisconsin. Mr. Swacker has also published
articles focusing on international foreign trade and the financial, antitrust
and cross-cultural aspects of transnational business. Additionally, he has
advised the United States House of Representatives on international trade
treaties and has served as Special Assistant Deputy Attorney General for the
State of New York. Since 1960, Mr. Swacker has been a member of the National
Panel of Arbitrators of the American Arbitration Association.
Lawrence W. Umstadter has been a member of the Board of Directors of
the Company since May 3, 1995. Since 1992, Mr. Umstadter has been a partner of
Projects International Inc., a business consulting group specializing in the
areas of agriculture, resource recovery and recycling. From 1985 until 1992, he
was the President of Energy Development Associates, Inc., a provider of
consulting services to the resource recovery, co-generation and recycling
sectors, until it was acquired by Rome Polymers in 1992. Additionally, from 1990
until 1992, he was the President of Rivenite Corporation, a recycler of post-
consumer plastic until it was acquired by Mobil Chemical Company in 1992.
William I. Fenner has been a Vice President of the Company since
September 1994. From June 1994 until September 1994, Mr. Fenner was Vice
President of Operations of The Answer Network and from March 1994 until June
1994 he was Director of Operations of VarTec Telecom. Both of these companies
are engaged in the telecommunications industry. From November 1992 until
January 1994, Mr. Fenner was Vice President of Customer Operations of Precision
Systems, Inc., a company engaged in the production and sales of voice and call
processing systems. From December 1980 until October 1992, Mr. Fenner was
director of Operations of Sprint Corp., a company also engaged in the
telecommunications industry.
James H. Moore, Jr. has been the Company's Vice President of
Engineering and Operations since January 1995. From April 1993 to December 1994,
Mr. Moore was the Vice President of Internal Operations of Precision Systems,
Inc. From March 1962 to February 1993, he worked for General Motors Corporation
serving from March 1990 as Production Superintendent of its Arlington, Texas
assembly plant. While at General Motors, Mr. Moore had production management
responsibility and also served as a quality expert and consultant to various
General Motors plants throughout North America.
Glenn W. Phillips has been the Company's Vice President of Worldwide
Sales and Marketing since January 1996. From May 1995 to December 1995 Mr.
Phillips was Vice President of Sales and Marketing for Syntrex Technologies,
Inc., a network systems integrator. From June 1994 to April 1995, Mr. Phillips
acted as a sales and marketing consultant to various companies. Prior thereto,
from October 1990, Mr. Phillips was employed by Software AG, a systems software
provider, as an Area Vice President of Sales until February 1993 and as Vice
President of Sales and Operations until May 1994.
John P. Warnick has been the Company's Vice President - Finance, Chief
Financial Officer, Treasurer and Secretary since December 1, 1995. From December
1991 to November 1995, Mr. Warnick provided accounting and
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<PAGE>
financial consulting services to a variety of companies. From March 1990 to
December 1991, Mr. Warnick served as Vice President and Chief Financial Officer
of Belmac Corporation, a development stage pharmaceutical company.
Compliance with Section 16(a) of the Securities Exchange Act
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Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's executive officers and directors, and any persons who own
more than 10% of any class of the Company's equity securities which are
registered under the Securities and Exchange Act of 1934, as amended (the "1934
Act"), to file certain reports relating to their ownership of such securities
and changes in such ownership with the Securities and Exchange Commission and to
furnish the Company with copies of such reports. To the Company's knowledge,
based solely on a review of the copies of such reports furnished to the Company,
all Section 16(a) filing requirements applicable to such officers, directors and
owners of over 10% of the Company's equity securities registered under the 1934
Act, during its last fiscal year, have been complied with except that Fred
Maglione (a former Vice President of the Company), James H. Moore (a current
Vice President of the Company) and John P. Warnick (a current Vice President and
Chief Financial Officer of the Company) were each inadvertently late in filing a
report upon becoming an executive officer.
Meetings of the Board of Directors and Committees of the Board
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During the fiscal year ended December 31, 1995, the Board of Directors
of the Company held 13 meetings. All of the directors attended at least 75% of
the aggregate number of meetings of the Board.
The Company established an audit committee and a compensation
committee on December 21, 1995. Accordingly, no meetings of those committees
were held during the fiscal year ended December 31, 1995 and the duties normally
performed by such committees were assumed by the entire Board of Directors.
Remuneration of Non-Employee Directors
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Effective January 1, 1996, the Company commenced paying non-employee
Directors fees equal to $1,000 per meeting attended in person, and $500 per
meeting attended by telephone.
In addition, upon the initial election and upon each re-election of an
outside Director to serve a term as a Director of the Company, such Director is
entitled under the Company's 1994 Stock Option Plan, to be granted an option to
purchase 5,000 shares of Common Stock for each year of such term, with 5,000 of
such options to vest at the beginning of each year of such term provided that
the Director continues to serve in such capacity at the time of the scheduled
vesting. No such options, however, have as yet been granted as there are an
insufficient number of options available under the Company's 1994 Stock Option
Plan.
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<PAGE>
Item 10. Executive Compensation
SUMMARY COMPENSATION TABLE
Annual Compensation
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Name and Principal
Position Year Salary
------------------------- ---- ------
Jacqueline E. Soechtig 1995 $220,000(1)
President and Chief 1994 $ 54,347
Executive Officer
Vickie L. Guth 1995 $130,809
Former Vice President and 1994 $ 80,000
Chief Financial Officer 1993 $ 10,000
Fred R. Maglione 1995 $104,985
Former Vice President - Sales
and Marketing
James H. Moore, Jr. 1995 $100,000
Vice President-Customer
Service
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1 In addition, a $20,170 bonus payable in 1994 upon Ms. Soechtig's
employment with the Company was paid during 1995.
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<PAGE>
No options were granted during the Company's 1995 fiscal year to the
current and former executive officers named in the Summary Compensation Table
above.
No options were exercised during the last fiscal year by any of the
current and former executive officers named in the Summary Compensation Table
above. The following table contains information concerning the number and value,
at December 31, 1995, of the unexercised options held by each of such
individuals:
<TABLE><CAPTION>
OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR END VALUES
Number of Securities Underlying Value of Unexercised
Unexercised Options at Fiscal In-the-Money Options
Year-End (Exercisable/ at Fiscal Year-End
Name Unexercisable) (Exercisable/Unexercisable)(1)
- ---- --------------------------- --------------------------
<S> <C> <C>
Jacqueline E. Soechtig 250,000/0 0/0
Vickie L. Guth 8,000/0 0/0
</TABLE>
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(1) Fair market value of underlying securities (the closing bid price of the
Company's Common Stock on the National Association of Securities Dealers
Automated Quotation System) at fiscal year end, minus the exercise price.
Employment Contract
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Jacqueline E. Soechtig, President and Chief Executive Officer of the
Company, is a party to an employment agreement with the Company under which she
is entitled to a base salary of $220,000 per annum. The agreement also provides
that for 1995 she may earn up to an additional 50% of her base salary as
incentive compensation upon the Company's achievement of certain financial
goals. The Agreement contemplates a new incentive compensation arrangement to be
addressed for the second and third years of the Agreement's term. Pursuant to
the Agreement and as a signing bonus, Ms. Soechtig was granted stock options to
purchase 125,000 shares of Common Stock exercisable for ten years at an exercise
price of $2.00 per share. The Agreement provides for an additional grant of
stock options to purchase 250,000 shares. These additional options, which are
also exercisable for ten years at an exercise price of $2.00 per share, vested
as to 125,000 shares on October 31, 1995 and will vest as to the remaining
125,000 shares on October 31, 1996. The term of the agreement commenced on
October 31, 1994 and terminates on October 31, 1997.
Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding the
beneficial ownership of shares of the Company's Common Stock by (i) each person
who is known by the Company to own more than 5% of the Common Stock, (ii) each
director, (iii) each current and former executive officer named under the
heading "Executive Compensation" above and (iv) all directors and executive
officers of the Company as a group.
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<PAGE>
Amount and Nature
of Beneficial
Name and Address of Ownership of Percent
Beneficial Owner Common Stock( 1 ) of Class
- ---------------- ----------------- --------
Jacqueline E. Soechtig 260,500(2) 5.4%
c/o Lasergate Systems, Inc.
28050 U.S. 19 North
Corporate Square
Suite 502
Clearwater, FL 34621
Stewart L. Krug -- --
609 Court Street
Clearwater, FL 34616
Timothy E. Mahoney -- --
68 Cayman Place
Palm Beach Garden, FL 33418
Frank W. Swacker -- --
7893 Sail Boat Key Blvd. Suite 404
St. Petersburg, FL 33707
Lawrence W. Umstadter -- --
c/o Project Consultants &
Associates, Inc.
7625 W. Sand Lake Road
Suite 204
Orlando, FL 32819
Vickie L. Guth 21,833 (3) (4)
3315 Glenwood Ct.
Holiday, FL 34692
Fred R. Maglione -- --
c/o Lasergate Systems, Inc.
28050 U.S. 19 North
Corporate Square
Suite 502
Clearwater, FL 34621
James H. Moore, Jr. 16 (4)
c/o Lasergate Systems, Inc.
28050 U.S. 19 North
Corporate Square
Suite 502
Clearwater, FL 34621
All directors and 270,516 (2) 5.6%
executive officers of
the Company as a group
(9 persons)
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<PAGE>
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(1) Unless otherwise noted, the Company believes that all persons named in the
table have sole voting and investment power with respect to all shares of
Common Stock beneficially owned by them.
(2) Includes 250,000 shares of Common Stock which Ms. Soechtig has the right to
acquire pursuant to presently exercisable stock options.
(3) Includes 8,000 shares of Common Stock which Ms. Guth has the right to
acquire pursuant to presently exercisable stock options.
(4) Less than 1%.
Item 12. Certain Relationships and Related Transactions
None.
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<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
LASERGATE SYSTEMS, INC.
By: /s/ JOHN P. WARNICK
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John P. Warnick
Chief Financial Officer
April 29, 1996
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