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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
AMENDMENT NUMBER 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MARCH 31, 1998
COMMISSION FILE NUMBER 0-15520
INDUSTRIAL IMAGING CORPORATION
(NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
DELAWARE 05-0396504
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
847 ROGERS STREET, LOWELL, MASSACHUSETTS 01852
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(978) 937-5400
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
TITLE OF CLASS
COMMON STOCK, $.01 PAR VALUE
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 issuer
was required to file such reports), and (2) has been subject to such filing
requirements for the past 60 days.
Yes [X] No [ ]
Disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is
contained herein.
The issuer's revenue for the fiscal year ending March 31, 1998 was
$2,305,209.
The aggregate market value of the voting stock held by non-affiliates of the
Issuer, based upon the average of the bid and ask prices of the Common Stock as
reported by the OTC Bulletin Board on July 13, 1998 was approximately $2,230,747
for the Common Stock, based on 3,244,723 shares held by non-affiliates. As of
July 13, 1998, 10,890,201 shares of Common Stock, $.01 par value per share, were
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: The definitive Proxy Statement for the
Annual Meeting of Stockholders for the fiscal year ended March 31, 1998, to be
filed pursuant to regulation 14A, is incorporated by reference in part III of
this Form.
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PART II
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16A OF THE EXCHANGE ACT.
Based solely on a review of Forms 3 and 4 and amendments thereto
furnished to the Company during the fiscal year ended March 31, 1998, the
Company is aware of the following delinquent filings that were required to have
been made on Form 4 pursuant to Section 16(a) of the Securities Exchange Act of
1934, as amended, during such fiscal year. The Company expects that all such
delinquent filings will be made within 30 days of the date hereof: (1) On
October 3, 1997, Juan J. Amodei received an option grant for the purchase of
50,000 shares, exercisable at $1.00 per share; and on November 11, 1997, Dr.
Amodei purchased 500,000 shares of the Company's Common Stock at a price of $.25
per share; (2) On October 3, 1997, Bryan M. Gleason received an option for the
purchase of 10,000 shares of Common Stock, exercisable at $1.00 per share; (3)
On October 3, 1997, Harry H. Yeh received an option for the purchase 5,000
shares of Common Stock, exercisable at $1.00 per share; and on November 11,
1997, Harry H. Yeh purchased 382,474 shares of the Company's Common Stock at a
price of $.25 per share;(4) On October 3, 1997, Joseph Bordogna received an
option for the purchase of 5,000 shares of Common Stock, exercisable at $1.00
per share; and on November 11, 1997 Dr. Bordogna purchased 23,742 shares of
Common Stock at $.50 per share; (5) On October 3, 1997, Joseph A. Teves received
an option for the purchase of 5,000 shares of Common Stock, exercisable at $1.00
per share; and on November 11, 1997, Mr. Teves purchased 196,961 shares of
Common Stock at $.50 per share; (6) On October 3, 1997, Charles G. Broming
received an option to purchase 5,000 shares of Common Stock, exercisable at
$1.00 per share; and (7) On October 3, 1997, Shaiy Pilpel received an option for
the purchase of 5,000 shares of Common Stock, exercisable at $1.00 per share.
In accordance with the provisions of Item 405 of regulation S-K, the
Company knows of no delinquent filings under section 16(a) of the Exchange Act
during the fiscal year ended March 31, 1998 other than those listed below. On
Form 4 report for the grants of stock options from the 1995 Stock Option plan,
which were required to be filed on or before November 10, 1998, the following
individuals; (1)Juan J. Amodei, 50,000 shares granted; (2) Bryan M. Gleason,
10,000 shares granted; (3) Dr. Harry Yeh, 5,000 shares granted; (4) Dr. Joseph
Bordogna, 5,000 shares granted; (5) Joseph A. Teves, 5,000 shares granted; (6)
Charles G. Broming, 5,000 shares granted; (7) Dr. Shaiy Pilpel, 5,000 shares
granted. On Form 4 Report for the purchase of common stock by exercise of
warrants which were required to be filed on or before December 10, 1998, the
following individuals: (1) Juan J. Amodei, purchase of 500,000 shares; (2) Dr.
Harry Yeh, purchase of 382,474 shares; (3) Dr. Joseph Bordogna, purchase of
23,742 shares; and (4) Joseph A. Teves, purchase of 196,961 shares. On Form 5
report for the cancellation of stock options from the 1995 Stock Option plan,
which were required to be filed on or before December 10, 1998, Bryan Gleason
failed to file the report by the required date. These reports will be filed
within the next 30 days.
ITEM 10. EXECUTIVE COMPENSATION
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Compensation Awards
-----------------------
Securities
Under-
Annual Compensation Restricted writing
Salary Bonus Other Annual Stock Options
Name & Principal Position Year ($)(3) ($) Compensation($)(2) Awards (#)
------------------------- ---- ------ -- ------------------ ------ ---
Compensation($)(1)
------------------
<S> <C> <C> <C> <C> <C> <C>
Juan J. Amodei..................1998 $110,500 - $8,400 -- 50,000
Chairman and Chief Executive Officer
Juan J. Amodei .................1997 $110,500 - $4,200 -- 40,000
Juan J. Amodei..................1996 $ 55,250 - $8,400 -- --
</TABLE>
(1) Triple I Corporation changed its year end to March 31; therefore, Fiscal
Year for 1996 constitutes the six-month period from October 1, 1995 to March 31,
1996.
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(2) This amount is comprised entirely of an automobile allowance.
(3) Amounts shown indicate cash compensation earned and received by Executive
Officers. The Named Executive Officer participate in group health and other
benefits generally available to all employees of the Company. Of the Company's
Named Executive Officers, only Dr. Amodei qualifies as a Named Executive Officer
in this report.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table sets forth information concerning the
grant of stock options made during the fiscal year ended March 31, 1998 to the
Named Executive Officer.
<TABLE>
<CAPTION>
Number of % of Total Potential Realizable
Securities Options Value at Assumed
Underlying Granted to Rates of Stock
Options Employees Exercise or Price Appreciation
Granted in Fiscal Base Price Expiration for Option Term
Name (#)(a) Year(b) ($/Sh) Date 5% ($)/10% ($)
---- -------- --------- -------- ------ ---------------
<S> <C> <C> <C> <C> <C>
Juan J. Amodei................50,000 25.8% $1.00 10/3/07 $28,212/69,862
</TABLE>
(a) Options to acquire shares of Common Stock of the Company granted pursuant
to the Company's 1995 Stock Option Plan. All options are exercisable at a
price equal to the fair market value of the Common Stock of the Company on
the date of the grant.
(b) Based on a total of 193,700 options granted during the fiscal year ended
March 31, 1998.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS IN-THE-MONEY OPTIONS/SARS
AT FISCAL YEAR-END(#) AT FISCAL YEAR-ED($)
NAME EXERCISABLE/UNEXCISABLE EXERCISABLE/UNEXERCISABLE
------ ------------------------- ---------------------------
Juan J. Amodei 72,000/50,000 $15,600/ --
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock by (i) each of the Company's directors,
(ii) each person who is known by the Company to beneficially own more than 5% of
its voting securities, and (iii) all directors and executive officers as a
group. Except as otherwise listed, the stockholders listed below have sole
voting and investment powers with respect to the shares indicated.
<TABLE>
<CAPTION>
NUMBER OF
SHARES APPROXIMATE
BENEFICIALLY PERCENTAGE OF
NAME OF BENEFICIAL OWNER(2) OWNED OWNERSHIP(1)
- --------------------------- ------------ -------------
<S> <C> <C>
Shaiy Pilpel, Ph.D. (3) 5,000,000 38.79%
Imprimus Investors, LLC (3)(4) 5,000,000 38.79%
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C>
Imprimus SB, LP (3)(4) 5,000,000 38.79%
Wexford Spectrum Investors, LLC (3)(4) 5,000,000 38.79%
Harry Hsuan Yeh, Ph.D. (5) 1,535,563 14.10%
Centennial Technologies, Inc. (6) 1,625,000 14.79%
Juan J. Amodei, Ph.D. (7) 905,714 8.18%
Massachusetts Technology Development Corporation (8) 929,749 8.35%
Polaroid Corporation (9) 827,228 7.43%
Massachusetts Community Development Finance Corporation (10) 675,931 6.11%
Charles Broming (10)(11) 675,931 6.11%
Shirley Hsin-Hui Wang (12) 342,400 4.72%
Joseph A. Teves (13) 263,896 2.42%
Joseph Bordogna, Ph.D. (14) 85,013 *
All Officers and Directors as a group
(9 persons) (1)(2)(3)(5)(8)(9)(11)(12) 13,317,940 64.15%
</TABLE>
- ---------------
* Indicates less than 1%.
(1) Pursuant to the rules of the Securities and Exchange
Commission, shares of Common Stock which an individual or
group has a right to acquire within 60 days pursuant to the
exercise of options and warrants are deemed to be outstanding
for the purpose of computing the percentage ownership of such
individual or group but are not deemed to be outstanding for
the purpose of computing the percentage ownership of any other
person shown in the table.
(2) The address for Drs. Amodei, Bordogna and Yeh and Mr. Teves is
c/o Industrial Imaging Corporation, 847 Rogers Street, Lowell,
Massachusetts 01852. The address for Massachusetts Technology
Development Corporation is 148 State Street, Boston,
Massachusetts 02109. The address for Centennial Technologies
is 7 Lopez Road, Wilmington, Massachusetts 01887. The address
for Polaroid Corporation is 549 Technology Square, Cambridge,
Massachusetts 02139. The address for Mr. Broming and
Massachusetts Community Development Corporation is 10 Post
Office Square, Suite 1090, Boston, Massachusetts 02109. The
address for Shirley Wang is c/o Mr. Howard Yao, 2895 North
Beverly Glen Boulevard, Los Angeles, California 90077. The
address for Dr. Pilpel, Imprimus Investors, LLC, Imprimis SB,
LP and Wexford Spectrum Investors, LLC, is c/o Wexford
Management, LLC, 411 West Putnam Avenue, Greenwich,
Connecticut, 06830.
(3) Includes warrants to purchase 2,000,000 shares of Common Stock
at exercise prices ranging from $1.00 to $2.00 per share.
Excludes options to purchase 5,000 shares of Common Stock at
an exercise price of $1.00 per share.
(4) Dr. Pilpel, a director of the Company, is also an investment
officer of Imprimus Investors, LLC, Imprimis SB, LP and
Wexford Spectrum Investors, LLC. As such, Dr. Pilpel retains
voting control over shares owned by Imprimis Investors, LLC.
(5) Excludes warrants to purchase 248,145 shares of Common Stock
at an exercise price of $1.00 per share and options to
purchase 5,000 shares of Common Stock at an exercise price of
$1.00 per share.
(6) Includes warrants to purchase 95,000 shares of Common Stock at
an exercise price of $1.00 per share.
(7) Includes (i) warrants to purchase 108,729 shares of Common
Stock with an exercise price of $1.00 (ii) options
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to purchase 32,000 shares of Common Stock at an exercise price
of $.20 per share; and (iii) options to purchase 40,000 shares
of Common Stock at an exercise price of $1.00. Excludes
warrants to purchase 206,245 shares of Common Stock at an
exercise price of $1.00 per share, and options to purchase
50,000 shares of Common stock at $1.00 per share.
(8) Includes (i) warrants to purchase 250,007 shares of Common
Stock at an exercise price of $1.00. Excludes warrants to
purchase 180,380 shares of Common Stock at an exercise price
of $1.00 per share.
(9) Includes warrants to purchase 250,028 shares of Common Stock
at an exercise price of $1.00 per share.
(10) Includes warrants to purchase 280,790 shares of Common Stock
with exercise price of $1.00 per share. Excludes warrants to
purchase 32,040 shares of Common Stock at an exercise price of
$1.00 per share and options to purchase 5,000 shares of Common
Stock at an exercise price of $1.00 per share.
(11) Mr. Broming, a director of the Company, is also an Investment
Officer of the Massachusetts Community Development Finance
Corporation. As such, Mr. Broming retains voting control over
the shares owned by the Massachusetts Community Development
Finance Corporation.
(12) Excludes warrants to purchase 88,100 shares of Common Stock
exercisable at $1.00 per share.
(13) Excludes (i) warrants to purchase 28,470 shares of Common
Stock at an exercise price of $1.00 per share (ii) warrants to
purchase 14,675 shares of Common Stock at an exercise price of
$1.00 per share (iii) 4,510 shares issuable upon exercise of
outstanding warrants granted to Mr. Teves' adult son, to
purchase 4,510 shares of Common Stock at an exercise price of
$1.00 per share and (iv) and options to purchase 5,000 shares
of Common Stock at an exercise price of $1.00 per share.
(14) Excludes warrants to purchase 63,135 shares of Common Stock at
an exercise price of $1.00 per share and options to purchase
5,000 shares of Common Stock at an exercise price of $1.00 per
share.
(15) Includes (i) 10,800 shares issuable upon exercise of the
vested portion of options to purchase 12,400 shares of Common
Stock at an exercise price of $.20 per share and 6,400 shares
issuable upon exercise of the vested portion of an option to
purchase 34,000 shares of Common Stock at an exercise price of
$1.00 per share held by Michael Chase, the Company's Vice
President of Manufacturing and Field Service; (ii) 15,600
shares issuable upon exercise of the vested portion of an
option to purchase 17,600 shares of Common Stock at an
exercise price of $.20 per share and 11,800 shares issuable
upon exercise of the vested portion of an option to purchase
38,000 shares of Common Stock at an exercise price of $1.00
per share held by Richard J. Royston, the Company's Vice
President of Research; and (iii) 20,000 shares issuable upon
exercise of the vested portion of an option to purchase 60,000
shares of Common Stock at an exercise price of $1.00 per share
held by Bryan Gleason, the Company's Chief Financial Officer.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In November 1997, Imprimis purchased three million shares of the
Common Stock at $1.00 per share. As part of the transaction, the Company
also issued warrants to purchase one million shares of Common Stock at
$1.00 per share exercisable through November 12, 2002, and issued warrants
to purchase one million shares of Common Stock at $2.00 per share
exercisable through November 12, 2002. The investor was granted demand
registration rights starting six months from the closing date for both the
Common shares purchased and the warrants granted.
In addition, the investor holds a seat on the board of directors.
In November, 1997, the Company offered a 50% discount of the exercise
price to all warrantholders of the Company's Common Stock for a specified
period of time, which has expired. Warrantholders exercised warrants to
purchase 1,187,406 shares of Common Stock at prices from $.25 per share to
$.60 per share. The Company received $252,145 in cash. Dr. Yeh, a director
and a 14.1% beneficial stockholder of the Company, exercised warrants
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to purchase 382,474 shares of the Company's Common Stock at $.50 per
share, paid in cash. Dr. Bordogna, a director and a .8% beneficial
stockholder of the Company, exercised warrants to purchase 23,472 shares
of the Company's Common Stock at $.50 per share, paid in cash. In
addition, certain employees of Schneider Securities, Inc., the placement
agent for a bridge financing and the 1996 private placement exercised
warrants to purchase 69,229 shares of the Company's Common Stock for cash
at a price of $.60 per share. The Company also received a promissory note
from Dr. Amodei, an officer and director of the Company, for $125,000,
interest and principal payable in four years, and which accrues interest
at a rate of 8.5% per annum in order to purchase 500,000 shares of Common
Stock at $.25 per share. The stock purchased is pledged as collateral
against the note. In addition, Mr. Teves, a director of the Company,
cancelled a promissory note due from the Company for $100,000 in exchange
for the exercise of warrants at a total exercise price of $98,480 to
purchases 196,961 shares at $.50 per share. The balance of the note
payable plus accrued interest will be paid to the noteholder in cash.
In May 1997, the Company and Centennial Technologies, Inc., a 14.8%
beneficial stockholder of the Company, agreed to terminate a purchasing
agreement. The Company liquidated amounts owed to Centennial under the
agreement by paying approximately $132,000 in cash and issuing 600,000
shares of Common Stock to pay off the remaining balance of approximately
$1.2 million.
In May 1997, MTDC, a 6.2% beneficial stockholder of the Company,
exercised a warrant for the purchase of 100,014 shares of the Company's
Common Stock, at a price of $1.00 per share.
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
INDUSTRIAL IMAGING CORPORATION
Date: August 14, 1998 By:
-------------------------------
Bryan M. Gleason
Chief Financial Officer,
Vice President and Treasurer
