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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A 2
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
--- EXCHANGE ACT 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
--- EXCHANGE OF 1934 FOR THE TRANSITION PERIOD FROM to
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Commission File No. 1-9403
PORTAGE INDUSTRIES CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 39-1150850
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1325 ADAMS STREET, PORTAGE, WI 53901
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (608) 742-7123
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange
on which registered
<S> <C>
Common Stock, $.01 par value American Stock Exchange
</TABLE>
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K 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 .
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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 twelve (12) months (or for such shorter period
that the registrant was required to file such report(s)), and (2) has been
subject to the filing requirements for the past ninety (90) days.
X YES NO
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Based on the closing price on March 27, 1996, the aggregate market
value of voting stock held by nonaffiliates of the registrant was $14,389,834
representing 2,235,314 shares assuming, solely for purposes of this
calculation, that "affiliates" includes all Directors and Executive Officers of
registrant.
On March 27, 1996, there were 2,269,100 shares of common stock issued
and outstanding.
The Exhibit Index, showing documents incorporated by reference, is
located at pages 26-28 of the registrant's annual report on form 10-K pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal
year ended December 31, 1995, as originally filed with the Commission on
February 21, 1996.
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The undersigned Registrant hereby amends its Annual Report on Form
10-K for the fiscal year ended December 31, 1995, to add additional disclosure
required by Item 11 of Form 10-K.
Item 11. Summary Compensation Table
The following table sets forth certain information regarding
compensation paid during each of the Company's last three fiscal years to the
Company's Chief Executive Officer. No other officer of the Company had Salary
and Bonus exceeding $100,000 in the last fiscal year.
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
----------------------------------------------------- ------------------------------------------
Other Securities Underlying Other
Name & Position Year Salary Bonus Compensation(1) Options/SAR's (#) Compensation
--------------- ---- ------ ----- --------------- ------------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Anthony J. Lisauskas 1995 $151,923 $10,000(2) - 25,000(5) $12,500(2)
President and 1994 145,000 31,000(3) - 12,500(3)
Chief Executive Officer 1993 145,000 41,250(4) - -
</TABLE>
(1) Amounts indicated do not include perquisites and other personal
benefits which did not exceed the lesser of $50,000 or 10% of the
officer's total annual salary or bonus.
(2) Includes $12,500 Annuity payment and $10,000 cash bonus earned in 1995
and paid in 1996.
(3) Includes $12,500 Annuity payment and $31,000 cash bonus earned in 1994
and paid in 1995.
(4) Includes stock grant in the amount of $16,250 and a $25,000 cash bonus
earned in 1993 and paid in 1994.
(5) Options to acquire, in the aggregate, 25,000 shares of the Company's
Common Stock were granted in 1995 at an exercise price of $3 per
share.
The following table sets forth options granted to the executive officer named
in the Summary Compensation Table.
<TABLE>
<CAPTION>
Potential Realizable Value
at Assumed Annual
Rates of Stock Price
Appreciation for
Number of Securities Options Granted Exercise Option Term
Underlying Options to Employees in Price Expiration ----------------
Name Granted (#) Fiscal Year ($/Share) Date (5% $) (10% $)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Anthony J. Lisauskas... 25,000 100% $3 8/12/05 114,532 182,373
</TABLE>
No options were exercised as the following table sets forth information
regarding year-end option values for the executive officer named in the Summary
Compensation Table.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options at FY-End (#) Options at FY-End (%)
Shares Acquired Value ------------------------- -------------------------
Name on Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Anthony J. Lisauskas... 50,000/0 $87,500/0
</TABLE>
Director's Compensation
Directors received options to purchase 4,000 shares of Common Stock
annually on January 1 at the market price on the date of grant and receive $600
per meeting plus reimbursement for out-of-pocket expenses related to meetings.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PORTAGE INDUSTRIES CORPORATION
/s/ Anthony J. Lisauskas
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Anthony J. Lisauskas
President and Chief Executive Officer
Dated: April 16, 1996
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