U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-KSB/A
AMENDMENT NO. 1
(Mark One)
[x] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended June 30, 1995
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 0-3344
ASTROSYSTEMS, INC.
(Name of small business issuer in its charter)
Delaware 13-5691210
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Six Nevada Drive, Lake Success, NY 11042
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number (516) 328-1600
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class registered
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.10 per share
(Title of Class)
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act during
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 no disclosure of delinquent filers in response to Item
405 of Regulation S-B is contained in this form, and no disclosure
will be contained, to the best of Registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.
The Registrant's revenues for fiscal year ended June 30, 1995
were $12,319,000.
The aggregate market value of the Registrant's Common Stock held
by nonaffiliates of the Registrant is $14,745,741 (as of August 31,
1995).
(ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST FIVE YEARS):
Check whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 or 15 (d) of the Securities
Exchange Act after the distribution of securities under a plan
confirmed by a court. YES .......... NO ...N/A...
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
The number of shares outstanding of the Registrant's Common
Stock is 4,581,727 (as of August 31, 1995).
DOCUMENTS INCORPORATED BY REFERENCE
Proxy Statement for 1995 Annual Meeting of Stockholders
(Part III)
<PAGE>
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Securities
Exchange Act.
Year Became Other Positions held
Name a Director Age with Registrant
Seymour Barth 1959 67 President and Director
Gilbert H. Steinberg 1964 64 Vice President,
Treasurer and Director
Elliot J. Bergman 1964 69 Vice President,
Secretary and Director
Walter A. Steinberg 1989 68 Director
Elliot D. Spiro 1994 66 Director
The term of each Director extends until the next Annual Meeting
of Registrant's Stockholders and until his successor is elected and
qualified. The next Annual Meeting of Stockholders is scheduled to
be held in January 1996.
Seymour Barth has served as President of the Company since 1964
and as a Director of the Company since its inception in 1959.
Gilbert H. Steinberg has served as a Director, Vice President and
Treasurer of the Company since 1964. Mr. Steinberg is also a Director
of P.C. Etcetera, Inc., a provider of computer training services.
Elliot J. Bergman has served as a Director, Vice President and
Secretary of the Company since 1964.
Walter A. Steinberg has been an independent engineering
consultant for more than the past five years.
Elliot D. Spiro has served as Chairman and Chief Executive
Officer of Branch Insurance Agency, a property/casualty and financial
services insurance agency, for more than the past five years.
There is no familiy relationship among any of the Company's
Directors and executive officers.
To the Company's knowledge, based solely on a review of the
copies of Forms 5 furnished to the Company and written representations
that no other reports were required, during the fiscal year ended
June 30, 1995, all Section 16(a) filing requirements applicable to
the Company's officers, Directors and 10% stockholders were complied
with, except that Messrs. Barth, G. Steinberg and Bergman did not
file their respective Forms 5 timely. Each Form 5 reported the
acquisition of shares of Common Stock of the Company pursuant to its
401(k) Plan.
Item 10. Executive Compensation.
(a) Summary compensation table
Annual
Compensation Long-Term Compensation
Awards Payouts
Name and Shares
Principal Underlying All Other
Position Year Salary Bonus Options Compensation
Seymour Barth 1995 $309,518 0 0 $4,686 (1)
President 1994 $304,116 0 100,000 $4,571 (2)
1993 $304,116 $5,848 0 $2,716 (3)
Elliot Bergman 1995 $217,830 0 0 $4,357 (1)
Vice President & 1994 $214,008 0 100,000 $3,209 (2)
Secretary 1993 $214,008 $4,116 0 $3,205 (3)
Gilbert Steinberg 1995 $217,830 0 0 $4,357 (1)
Vice President & 1994 $214,008 0 100,000 $3,209 (2)
Treasurer 1993 $214,008 $4,116 0 $3,205 (3)
(1) Represents 1,079, 1,030, and 1,030 shares contributed by the
Company to the accounts of Messrs. Barth, Bergman and G. Steinberg,
respectively, for Fiscal 1995 pursuant to the terms of its 401(k)
Plan.
(2) Represents 1,071, 752 and 752 shares contributed by the
Company to the accounts of Messrs. Barth, Bergman and G. Steinberg,
respectively, for Fiscal 1994 pursuant to the terms of its 401(k)
Plan.
(3) Represents 673, 779 and 779 shares contributed by the Company
to the accounts of Messrs. Barth, Bergman and G. Steinberg,
espectively, for Fiscal 1993 pursuant to the terms of its 401(k) Plan.
(b) Option Grants
No options were granted to Mr. Barth, Mr. Bergman or Mr. G.
Steinberg during Fiscal 1995.
(c) Aggregated option exercises in last fiscal year and fiscal year
end option value table
Value of Unexercised
Number of Unexercised In-the-Money Options
Options at June 30, 1995 at June 30, 1995
Exercisable/ Exercisable/
Name Unexercisable Unexercisable
Seymour Barth 371,607/100,000 $538,430/56,300
Elliot Bergman 390,921/100,000 $626,541/56,300
Gilbert Steinberg 374,769/100,000 $552,838/56,300
No options were exercised by Mr. Barth, Mr. Bergman or Mr.
Steinberg during the fiscal year ended June 30, 1995.
(d) Compensation of Directors.
Messrs. W. Steinberg and Spiro are entitled to receive $5,000 per
year for their services as a Director. No other Directors receive
compensation for their services as such.
(e) Employment Contracts and Termination of Employment and
Change-in-Control Arrangements.
Stock Retirement Agreement
The Company and Messrs. Barth, G. Steinberg and Bergman are
parties to a Stock Retirement Agreement which requires the Company,
upon the death of any of such persons, to purchase 30% of all shares
of Common Stock of the Company included in the gross estate of the
deceased stockholder at a price equal to the greater of the average
market price of such shares over the six months preceding the date of
death or the book value thereof. At June 30, 1995, the Company
carried term life insurance in the amounts of $2,000,000, $1,250,000
and $1,000,000 upon the lives of Messrs. Barth, G. Steinberg and
Bergman, respectively.
Employment Agreements
The Company has entered into Employment Agreements with each of
Messrs. Barth, G. Steinberg and Bergman which provide for, among
other things, the following: (i) minimum annual compensation of
$304,116 for Mr. Barth and $214,008 for each of Messrs. G. Steinberg
and Bergman (effective September 5, 1994, the annual compensation
payable to Messrs. Barth, G. Steinberg and Bergman was increased to
$310,807, $218,716 and $218,716, respectively); (ii) a term ending
upon the earliest to occur of the following: (a) the employee's death
or incapacity; (b) "cause", as defined in the Employment Agreement;
(c) at the election of the Company, upon not less than three years
prior written notice to the employee; or (d) at the election of the
employee, upon not less than six months prior written notice to the
Company; and (iii) in the event the employee's employment shall
terminate as a result of death or incapacity, the Company shall be
obligated to make annual payments to the employee or his estate or
representative for a period of three years in an amount equal to
50% of the compensation paid or payable to the employee with respect
to the fiscal year immediately preceding the fiscal year in which his
employment terminated.
Item 11. Security Ownership of Certain Beneficial Owners and
Management.
The following table sets forth, to the knowledge of the Company,
certain information regarding the Company's outstanding Common Stock
beneficially owned as of September 30, 1995 (i) by each person who is
known by the Company to own beneficially or exercise voting or
dispositive control over more than 5% of the Company's Common Stock,
(ii) by each of the Company's Directors, and (iii) by all executive
officers and Directors as a group:
Approximate
Name and Number of Shares Percentage of
Address of and Nature of Outstanding
Beneficial Owner Beneficial Ownership Shares (1)
Seymour Barth.......... 1,494,973(2)(3) 29.5%(2)(3)
6 Nevada Drive
Lake Success, NY
Gilbert H. Steinberg... 1,135,868(2)(4) 22.4%(2)(4)
6 Nevada Drive
Lake Success, NY
Elliot J. Bergman...... 1,035,431(2)(5) 20.4%(2)(5)
6 Nevada Drive
Lake Success, NY
Morris Barth, Trustee of 300,000 6.5%
various trusts for the
benefit of the descendants
of Seymour Barth
c/o Astrosystems, Inc.
6 Nevada Drive
Lake Success, NY
Elliot D. Spiro........ 10,400(6) *
71 S. Central Avenue
Valley Stream, NY
All Directors and 3,414,964(2)(3)(4) 56.7%(2)(3)(4)
executive officers as (5)(6) (5)(6)
a group (5 persons)
* Less than 1%
(1) For purposes of the above table, the number of shares of
Common Stock owned and outstanding for a particular person is deemed
to include (i) options held by such person which are exercisable
currently or within sixty days and (ii) shares issuable through
September 30, 1995 pursuant to the Company's 401(k) Plan as discussed
below.
(2) Includes for each of Messrs. Barth, G. Steinberg and Bergman
130,854 shares over which they have voting power as trustees under the
Company's 401(k) Plan (including 6,084, 5,612 and 5,612 shares
allocated to the accounts of Messrs. Barth, G. Steinberg and Bergman,
respectively).
(3) Includes 471,607 shares issuable pursuant to options which
are currently exercisable. Also includes 250,000 shares held in
trust for the benefit of Mr. Barth's family, as to which trust Mr.
Barth serves as co-trustee. Excludes 110,000 shares held in trust for
the benefit of Mr. Barth's children, as to which shares Mr. Barth
disclaims any beneficial interest.
(4) Includes 474,769 shares issuable pursuant to options which
are currently exercisable.
(5) Includes 490,921 shares issuable pursuant to options which
are currently exercisable. Also includes 225,000 shares held in
various trusts for the benefit of Mr. Bergman's family, as to which
trusts Mr. Bergman serves as co-trustee.
Item 12. Certain Relationships and Related Transactions.
Inapplicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this amendment to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: October 27, 1995 ASTROSYSTEMS, INC.
BY: /S/
Gilbert Steinberg,
Vice President
