UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC. 20549
FORM 10-KSB/A-3
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
For the fiscal year ended June 30, 1995
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
For the transition period from ___________ to ___________
Commission file number: 1-12572
S.O.I. INDUSTRIES, INC.
(Name of small business issuer in its charter)
Delaware 59-2158586
(State or other jurisdiction of (I.R.S. Employer Id. No.)
incorporation or organization)
16910 Dallas Parkway, Suite 100, Dallas, Texas 75248
(Address of principal executive offices; telephone number)
(214) 248-1922
(Issuer's telephone number)
Securities registered pursuant to Section 12 (b) of the Exchange Act:
Title of each class: Name of exchange on which registered:
Common Stock American Stock Exchange
Securities registered pursuant to Section 12 (g) of the Exchange Act: None
Check whether issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the 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 pursuant to Item
405 of Regulation S-B 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-KSB or any
amendment to this Form 10-KSB. [ X ]
The aggregate market value of the Common Stock held by non-affiliates of
the registrant as of September 29, 1995 was at least $5,810,000. Revenues
for the year ended June 30, 1995 were $23,279,817.
As of September 29, 1995, the registrant had issued and outstanding
14,330,755 shares of Common Stock, par value $.000025 per share.
PAGE
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth the cash and non-cash compensation paid
by the Company to its President for the fiscal years ended June 30, 1995 and
1994. None of the Company's other executive officers and directors received
cash or non-cash compensation in excess of $100,000 for the fiscal year ended
June 30, 1995.
<TABLE>
<CAPTION>
Long Term Compensation
Awards Payouts
Annual Compensation
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name Other
and Annual Restricted
Principal Compen- Stock Options/ LTIP All Other
Position Year Salary Bonus sation Awards SARs(#) Payouts Compensation
_______________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Kevin B.Halter 1995 $122,749 - - - - - -
President 1994<F1> $ 15,000 - - - - - -
and Chairman
<FN>
<F1> This amount represents compensation received by Mr. Halter in his
capacity as Vice Chairman of the Board of Directors from February 1, 1994
through June 30, 1994.
</FN>
</TABLE>
Outside directors each received compensation for attending Board meetings
during the fiscal year ended June 30, 1995 in the amount of $3,000. Such
compensation was payable in common stock of the Company.
Employee Stock Ownership Plan
The Company's ESOP provides retirement benefits to substantially all
employees. The ESOP is a qualified employee benefit plan under the Internal
Revenue Code of 1986, as amended. There are 800,000 shares of Common Stock
available for the ESOP. Employees of DCT and AQM are also eligible to
participate in the ESOP.
On January 7, 1991, the Employee Stock Ownership Trust (the "ESOT")
purchased 800,000 shares of Common Stock at fair market value as determined
by the average bid and ask price information obtained from the National
Quotation System, Inc. The holders of such Common Stock are entitled to vote
on all matters presented to holders of Common Stock.
1988 Employee Stock Option Plan
On March 19, 1988, the Company's Board of Directors adopted the S.O.I.
Industries, Inc. 1988 Employee Stock Option Plan (the "Plan"). The Plan was
approved by a vote of the stockholders on July 3, 1989.
The administration of the Plan rests with the Compensation Committee
(the "Committee"). Subject to the express provisions of the Plan and the
Board of Directors, the Committee shall have complete authority in its
discretion to determine those employees to whom, and the price at which
options shall be granted, the option periods and the number of shares of
Common Stock to be subject to each option. The Committee shall also have the
authority in its discretion to prescribe the time or times at which the
options may be exercised and limitations upon the exercise of options
(including limitations effective upon the death or termination of employment
of the optionee), and the restrictions, if any, to be imposed upon the
transferability of shares acquired upon exercise of options. In making such
determinations, the Committee may take into account the nature of the
services rendered by respective employees, their present and potential
contributions to the success of the Company or its subsidiaries, and such
other factors as the Committee in its discretion shall deem relevant.
PAGE
<PAGE>
An option may be granted under the Plan only to an employee of the
Company or its subsidiaries. The Plan made available for option 2,000,000
shares of the Company's Common Stock.
If an optionee ceases to be employed by the Company or any of its
subsidiaries, his or her options shall terminate immediately; provided,
however, that if an optionee's cessation of employment with the Company and
its subsidiaries is due to his death or retirement with the consent of the
Company or any of its subsidiaries, the optionee may, at any time within
twelve months in the event of death, or three months after such cessation of
employment, exercise his options to the extent that he was entitled to
exercise them on the date of cessation of employment, but in no event shall
any option be exercisable more than five years from the date it was granted.
The term of each option granted under the Plan will be for such period
not exceeding five years as the Committee shall determine. Each option
granted under the Plan will be exercisable on such date or dates and during
such period and for such number of shares as shall be determined pursuant to
the provisions of the option agreement evidencing such option. Subject to
the express provisions of the Plan, the Committee shall have complete
authority, in its discretion, to determine the extent, if any, and the
conditions under which an option may be exercised in the event of the death
of the optionee or in the event the optionee leaves the employ of the Company
or has his employment terminated by the Company. The purchase price for
shares of Common Stock under each option shall be determined by the Committee
at the time of the option's issuance and may be less than the fair market
value of such shares on the date on which the options are granted. The
agreements evidencing the grant of options may contain other terms and
conditions, consistent with the Plan, that the Committee may approve.
PAGE
<PAGE>
SIGNATURES
Pursuant to the requirements of 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 of the undersigned, thereunto duly authorized.
S.O.I. INDUSTRIES, INC.
/s/ Kevin B. Halter
By: _____________________________ March 13, 1996
Kevin B. Halter, President
