<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
AMENDMENT NO. 1 TO
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MARCH 31, 1996
COMMISSION FILE NUMBER 1-9605
_____________________________
MEDIA LOGIC, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
____________________
MASSACHUSETTS 04-2772354
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
310 SOUTH STREET, PLAINVILLE, MA 02762
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
___________________________
(508) 695-2006
(Registrant's telephone number, including area code)
__________________
Securities Registered Pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
------------------- --------------------------
Common Stock, $.01 American Stock Exchange
par value per share
___________________
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
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes No X
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]
On June 26, 1996, there were outstanding 6,226,609 shares of Common Stock
held by nonaffiliates (without admitting that any persons whose shares are not
included are affiliates) with an aggregate market value of $43,586,263.00 (based
on the closing price of $7.00 per share on the American Stock Exchange).
As of June 26, 1996, there were issued and outstanding 6,226,609 shares
of Common Stock, par value $.01 per share.
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth, with respect to the members of the Board of
Directors and management of the Company, (i) the name, age and length of service
as a director or executive officer, (ii) the principal occupation and business
experience of such person for at least the past five years, and (iii) the names
of certain other companies of which such person currently serves as a director
or executive officer.
<TABLE>
<CAPTION>
Position and Offices
with the Company and
Other Business
Experience During
Name Last Five Years
---- --------------------
<S> <C>
William E. Davis ............... Mr. Davis joined the Company in September 1994 as Chief Operating
Age 46 Officer and has been the Chief Executive Officer of the Company
since April 1995 and President since November 1995. Prior to
joining the Company, Mr. Davis was Vice President and General
Counsel to Steinway Musical Properties, Inc. from 1985 to 1994.
Klaus J. Peter ................... Mr. Peter joined the Company in August 1984 as Vice President in
Age 56 charge of research and development and engineering and was elected
a Director in October 1986 and Executive Vice President in 1990.
Joseph L. Mitchell............... Mr. Mitchell was elected a Director in October 1986. He is a
Age 67 member of the Massachusetts Bar and has been engaged in the private
practice of law since 1957.
Dr. Harold B. Shukovsky...... Mr. Shukovsky was elected a Director in October 1986. He was most
Age 54 recently a Senior Consulting Engineer with a division of Digital
Equipment Corporation from which he retired in May 1992.
Francis S. Wyman ............... Mr. Wyman was elected a Director in October 1986. He is a member
Age 60 of the Massachusetts Society of Accountants, has been engaged in
public accounting since 1957, and since 1962 has operated his own
accounting firm.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Raymond Leclerc ............... Mr. Leclerc was elected a Director in October 1995. He is the
Age 70 founder of Ray Plastic, Inc. (1950) and Mylec, Inc. (1970). He was
President and C.E.O. for both firms from inception until his
retirement in 1989. He continues as a director in both companies.
F. Michael Hruby ................ Mr. Hruby is President of Technology Marketing Group, Inc., a
Age 50 technology consulting firm which he founded in 1984. He was
elected a Director in September 1994 and was elected Chairman of
the Board in December 1995. Technology Marketing Group, Inc.
provides technology strategy, expansion and marketing services to
science and engineering-driven firms. Mr. Hruby is a Director of
Fiber Spar and Tube Company, Inc. and International Polarizer, Inc.
Paul M. O'Brien ................. Mr. O'Brien joined the Company in September 1990 as Chief Financial
Age 53 Officer and was elected Vice President in 1993. Prior to joining
the Company, Mr. O'Brien was Vice President of Finance of Rosenthal
Technic, N.A.
B. Edward Fitzgibbons ........ Mr. Fitzgibbons joined the Company in April 1995 as Vice President
Age 55 of Sales. Prior to joining the Company, Mr. Fitzgibbons was
Executive Vice President of Two Technologies Inc. headquartered in
Horsham, PA.
</TABLE>
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORT COMPLIANCE
Based solely on a review of reports furnished to the Company or written
representations from the Company's directors and executive officers, the
Company believes that all reports required to be filed pursuant to Section 16
of the Securities Exchange Act of 1934 were filed timely by the Company's
directors, executive officers and ten percent holders during Fiscal Year 1996.
ITEM 11. EXECUTIVE COMPENSATION
The table below sets forth certain compensation information for the fiscal
years ended 1996, 1995 and 1994 with respect to each person who served as the
Company's Chief Executive Officer during the Fiscal Year 1996 and the other
Executive Officers of the Company who had salary and bonus of at least $100,000
during Fiscal Year 1996 (the "Named Executive Officers").
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
-------------------
LONG TERM
COMPENSATION
AWARDS
-----------
SECURITIES
NAME AND FISCAL UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($)(1) OPTION (#) COMPENSATIONS($)(2)
------------------ ------ --------- ---------- ----------- --------------------
<S> <C> <C> <C> <C> <C>
William E. Davis (3) 1996 194,100 -0- 42,000 $5,225
Chief Executive 1995 8,316 $20,000 -0- 1,113
Officer and
President
Klaus J. Peter 1996 118,344 -0- -0- 3,284
Executive Vice 1995 146,827 -0- -0- 2,261
President 1994 148,573 -0- -0- 4,211
Paul M. O'Brien 1996 128,413 -0- 27,000 3,809
Vice President and 1995 110,000 10,000 -0- 3,287
Chief Financial 1994 103,350 -0- 15,000 3,295
Officer
B. Edward Fitzgibbons (4) 1996 116,827 -0- 16,000 2,388
Vice President, Sales
David R. Lennox (5) 1996 76,927 -0- -0- -0-
Chairman and 1995 150,917 -0- -0- 2,260
President 1994 148,682 -0- -0- 4,206
</TABLE>
__________________________
(1) Bonus payments for services rendered to the Company in Fiscal 1995 were
paid in Fiscal 1996.
(2) Numbers presented represent the Company's matching contributions under the
Company's 401(k) Plan for Fiscal Years 1996, 1995, and 1994.
(3) Mr. Davis joined the Company as Chief Operating Officer in September 1994,
was elected Chief Executive Officer in April 1995, and elected President
in November 1995.
See "Executive Employment Agreements".
(4) Mr. Fitzgibbons joined the Company in April 1995 as Vice President of
Sales.
(5) Mr. Lennox resigned as President and Chairman in November 1995 and as
Director in December 1995.
The following two tables disclose, for the Chief Executive Officer and the
other Named Executive Officers, information regarding stock options granted or
exercised during, or held at the end of, Fiscal Year 1996 pursuant to the
Company's stock option plan.
<PAGE>
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants
-----------------------------------
Potential Realizable
Value at Assumed
% of Total Annual Rates of
Number of Options Stock Price
Securities Granted to Appreciation for
Underlying Employees Option Term
Options in Fiscal Exercise Price Expiration --------------------
Name Granted(#) Year ($/sh) Date 5%($) 10%($)
---- ---------- -------- ------ ----- ----- ------
<S> <C> <C> <C> <C> <C> <C>
William E. Davis 42,000(1) 20.3% 3.500 9/19/05 92,447 234,280
Paul M. O'Brien 27,000(1) 13.1% 3.500 9/19/05 59,430 150,609
B. Edward Fitzgibbons 10,000(2) 4.8% 1.875 4/24/05 11,792 29,882
6,000(2) 2.9% 3.500 9/19/05 13,207 33,468
</TABLE>
_______________
(1) Grants under the Company's 1991 Stock Option Plan. Exercises of one-third
of the options granted are permitted annually commencing on September 16,
1996, provided the Mr. Davis and Mr. O'Brien are employed by the Company on
such date. However, such options shall fully and immediately vest and
become purchasable if Mr. Davis or Mr. O'Brien (a) voluntarily terminate
their employment with the Company for "good reason", (b) is terminated by
the Company for any reason other than "cause", (c) is terminated within
one year after a "change of control", or (d) is terminated by reason of
his death or permanent or total disability. Such options are not
transferable, other than by will or the laws of descent and distribution.
(2) Grants under the Company's 1991 Stock Option Plan. Exercise of one-third
of the options granted are permitted annually commencing on April 25, 1996
and September 19, 1996, respectively, provided Mr. Fitzgibbons is employed
by the Company on such a date.
<TABLE>
<CAPTION>
AGGREGATE FISCAL YEAR END OPTION VALUES
Numbers of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options at
Options at 3/31/95(#) 3/31/95($)
Exercisable/ Exercisable/
Name Unexercisable Unexercisable(1)
---- --------------------- -----------------------
<S> <C> <C>
William E. Davis 89,000/103,000 311,562/360,625
Paul M. O'Brien 119,000/23,000 606,300/55,650
B. Edward Fitzgibbons 5,333/10,667 18,749/37,501
</TABLE>
__________________
(1) Value is based on the closing sale price of the Common Stock as of March
29, 1996 ($6.00) minus the exercise price.
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of July 17, 1996
concerning the ownership of Common Stock by each Stockholder known by the
Company to be the beneficial owner of more than 5% of its outstanding shares of
Common Stock, each current member of the Board of Directors, each executive
officer named in the Summary Compensation Table on page 6 hereof, and all
current directors and executive officers as a group.
Shares
-------
Beneficially Owned (1)
Name and Address ** Number Percent
----------------------- ------- -------
Raymond Leclerc 1,215,000 19.6%
310 South Street
Plainville, MA 02762
David R. Lennox 817,901(2) 13.2%
65 Summer Street
Sheldonville, MA 02070
Klaus J. Peter 383,700(3) 6.2%
310 South Street
Plainville, MA 02762
Paul M. O'Brien 155,500(4) 2.5%
William E. Davis 93,000(5) 1.5%
Francis S. Wyman 49,921(6) *
F. Michael Hruby 10,900(7) *
Joseph L. Mitchell 5,755(8) *
B. Edward Fitzgibbons 5,333(9) *
All executive officers and directors
as a group (8 persons) 1,919,109(10) 30.9%
_________________
* Represents beneficial ownership of less than 1% of the Company's
outstanding shares of Common Stock.
** Addresses are given for beneficial owners of more than 5% of the
outstanding Common Stock only.
(1) The number of shares of Common Stock issued and outstanding on July 17,
1996 was 6,211,442. The calculation of percentage ownership for each
listed beneficial owner is based upon the number of shares of Common Stock
issued and outstanding at July 17, 1996, plus shares of Common Stock
subject to options held by such person at July 17, 1996 and exercisable
within 60 days thereafter. The persons and entities named in the table
have sole voting and investment power with respect to all shares shown
as beneficially owned by them, except as noted below.
(2) Includes 18,400 shares held in trust for Mr. Lennox's minor son.
<PAGE>
(3) Includes 73,400 shares issuable upon exercise of options to purchase
Common Stock.
(4) Includes 119,000 shares issuable upon exercise of options to purchase
Common Stock.
(5) Includes 89,000 shares issuable upon exercise of options to purchase Common
Stock.
(6) Includes 9,921 shares issuable upon exercise of options to purchase Common
Stock.
(7) Includes 5,555 shares issuable upon exercise of options to purchase Common
Stock.
(8) Includes 5,555 shares issuable upon exercise of options to purchase Common
Stock.
(9) Includes 5,333 shares issuable upon exercise of options to purchase Common
Stock.
(10) Includes 307,764 shares issuable upon exercise of options to purchase
Common Stock.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company entered into a three-year employment agreement with William E.
Davis on September 30, 1994, pursuant to which the Company agreed to employ Mr.
Davis as Chief Operating Officer. Mr. Davis received a base salary at an annual
rate of $135,000 through January 1, 1995, at which time, pursuant to such
employment agreement, the annual rate of such salary was increased to $150,000.
The employment agreement of Mr. Davis was amended in April 1995, at which time
Mr. Davis assumed the position of Chief Executive Officer of the Company.
Pursuant to such amended employment agreement, which terminates March 31, 1998,
the Company is to pay Mr. Davis a base salary at an annual rate of $200,000.
Additionally, Mr. Davis may receive an annual bonus of cash and/or equity in an
amount up to 100% of his base salary to be determined by the Compensation
Committee. The committee granted a bonus to Mr. Davis of $20,000 in April 1996.
In April 1995, the Company entered into an amendment of the employment
agreement of Paul M. O'Brien, pursuant to which the Company agreed to employ Mr.
O'Brien as Vice President and Chief Financial Officer through March 31, 1998.
The base salary for the term of the agreement was set at $120,000. Mr. O'Brien
is entitled to receive an annual bonus in cash and/or equity of the Company in
an amount up to 50% of base salary, to be determined by the Compensation
Committee. The committee granted a bonus to Mr. O'Brien of $10,000 in April
1996.
Pursuant to their current employment agreements, each of Messrs. Davis and
O'Brien is entitled to severance pay in an amount equal to the greater of (a)
the remainder of his salary through the expiration of the employment contract or
(b) an amount equal to one full year of his then current salary if his
employment is terminated (i) by reason of death or disability, (ii) by the
Company for any reason other than cause, (iii) by him for "Good Reason" (as
defined in such employee's employment agreement). Each of Messrs. Davis and
O'Brien is entitled to severance pay in the amount of one dollar less than three
times his "base amount" of compensation and benefits (as defined in Section 280G
of the Internal Revenue Code of 1986, as amended) if his employment is
terminated within one year of a "Change in Control" (as defined in such
employee's employment agreement).
The Company leases its main facility in Plainville, Massachusetts, from D&K
Realty Trust (the "Trust"). Klaus J. Peter, an officer and director of the
Company, and David R. Lennox, a former officer and director of the Company and
the beneficial owner of more than 5% of the Company's Common Stock, are the
beneficial owners of the Trust. In April 1993, the Company entered into a
revised lease with the Trust for a term of fifteen (15) years and renewable for
fifteen (15) years on the same terms. In 1992 the Company had an independent
appraisal of the premises and, based on such appraisal, the Company believes
that the rental per square foot is comparable to that of other facilities in the
area and is reasonable and fair. Lease payments by the Company to the Trust in
Fiscal Year 1996 totaled approximately $83,400 and in fiscal year ended March
31, 1995 totaled approximately $83,400. Further, in the fiscal year ended
March 31, 1994, the Company paid approximately $65,000.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 and 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.
MEDIA LOGIC, INC.
By: _________________________
Paul M. O'Brien
Vice President and Chief Financial Officer
Date: August 1996
