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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
AMENDMENT NO. 1 TO
FORM 10K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 1997
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 Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/ No //
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 May 30, 1997, there were outstanding 5,060,564 shares of Common Stock
held by nonaffiliated (without admitting that any person whose shares are not
included are affiliates) with an aggregate market value of $15,497,977 (based on
the closing price of $3.0625 per share on the American Stock Exchange).
As of May 30, 1997, there were issued and outstanding 6,320,909 shares of
Common Stock, par value $.01 per share.
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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
Age 47 Operating 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.
Joseph L. Mitchell...................................... Mr. Mitchell was elected a Director in October 1986. He
Age 68 is a 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
Age 56 was most 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
Age 61 a member of the Massachusetts Society of Accountants,
has been engaged in public accounting since 1957, and
since 1962 has operated his own accounting firm.
Raymond Leclerc......................................... Mr. Leclerc was elected a Director in October 1995. He
Age 71 is the founder of Ray Plastic, Inc. (1950) and Mylec,
Inc. (1970). He was President and Chief Executive
Officer for both firms from inception until his
retirement in 1989. He continues as a director in both
companies.
Michael Salter.......................................... Mr. Salter was elected a Director in June 1997. He most
Age 60 recently served as Vice President/ General Manager, Asia
Pacific of EMC Corporation and President of EMC Japan.
He is currently acting as a consultant to companies in
the data storage industry.
</TABLE>
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<TABLE>
<S> <C>
Paul M. O'Brien......................................... Mr. O'Brien joined the Company in September 1990 as
Age 54 Chief Financial 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
Age 56 President of Sales. Prior to joining the Company, Mr.
Fitzgibbons was Executive Vice President of Two
Technologies Inc. headquartered in Horsham, PA.
</TABLE>
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 1997.
Item 11. Executive Compensation
The table below sets forth certain compensation information for the fiscal
years ended 1997, 1996, and 1995 with respect to each person who served as an
Executive Officer of the Company who had a salary and bonus of at least $100,000
during Fiscal Year 1997.
Summary Compensation Table
Annual Compensation
-------------------
<TABLE>
<CAPTION>
Long Term
Compensation
-------------------
Awards
-------------------
Securities
Name and Underlying All Other
Principal Position Year Salary($) Bonus($)(1) Options (#) Compensations($)(2)
- --------------------------------------------- --------- --------- ----------------- ------------------- ---------------------
<S> <C> <C> <C> <C> <C>
William E. Davis (3) 1997 200,000 0 0 4,632
Chief Executive Officer 1996 194,100 0 42,000 5,225
and President 1995 68,316 20,000 0 1,113
Paul M. O'Brien 1997 120,000 0 0 4,500
Vice President and Chief 1996 128,413 0 27,000 3,809
Financial Officer 1995 110,000 10,000 0 3,287
B. Edward Fitzgibbons (4) 1997 128,654 0 0 4,473
Vice President of Sales 1996 116,827 0 16,000 2,388
1995 0 0 0 0
</TABLE>
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(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 1997, 1996, and 1995.
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(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.
Fiscal Year End Option Values
<TABLE>
<CAPTION>
Numbers of Securities Value of Unexercised
Underlying Unexercised In-the Money Options at
Options at 3/31/97(#) 3/31/97($)
Exercisable/ Exercisable/
Name Unexercisable Unexercisable(1)
- ------------------------------------------------------------------ --------------------- ----------------------
<S> <C> <C>
William E. Davis 153,000 / 39,000 15,625 / 0
Paul M. O'Brien 133,000 / 9,000 187,500 / 0
B. Edward Fitzgibbons 10,666 / 5,334 2,500 / 1,250
</TABLE>
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(1) Value is based on closing sale price of the Common Stock as of March 31,
1997 ($2.25) minus the exercise price.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information as of July 21, 1997
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 in "Item 11. Executive
Compensation" hereof, and all current directors and executive officers as a
group.
<TABLE>
<CAPTION>
Shares
Beneficially Owned (1)
---------------------------
Name and Address** Number Percent
- ----------------------------------------------------------------------------------------- -------------- -----------
<S> <C> <C>
Raymond Leclerc 1,168,300 17.7%
310 South Street
Plainville, MA 02762
David R. Lennox 770,800(2)(3) 11.7%
65 Summer Street
Sheldonville, MA 02070
Digital Media & Communications 656,250(4) 9.1%
101 Federal Street
Boston, MA 02110
F.T.S. Worldwide Corp. 531,250(5) 7.5%
24 Route de Malagnou
1208 Geneva, Switzerland
Klaus J. Peter 383,700(6) 5.8%
53 South Street
So. Natick, MA 01760
Paul M. O'Brien 169,500(7) 2.5%
</TABLE>
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<TABLE>
<S> <C> <C>
William E. Davis 157,000(8) 2.3%
Francis S. Wyman 49,921(9) *
Joseph L. Mitchell 10,517(10) *
B. Edward Fitzgibbons 16,666(11) *
All executive officers and directors 1,571,904(12) 22.7%
as a group (6 persons)
</TABLE>
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* 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 21,
1997 was 6,592,921. 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 21, 1997, plus shares of Common
Stock subject to options held by such person at July 21, 1997 and
exercisable within 60 days thereafter, and shares of Common Stock
issuable upon conversion of subordinated convertible debentures
("Debentures") issued in the Company's March 1997 financing. 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.
(3) This information is based solely on Amendment No. 3 to Schedule 13G filed
with the Securities and Exchange Commission and dated February 13, 1997.
(4) Includes 656,250 shares of Common Stock issuable upon conversion of
Debentures (assuming conversion of such Debentures at the conversion price
in effect on July 21, 1997). Advent International Corporation is an
investment advisory firm. ACFS Limited Partnership ("ACFS") and Advent
International Limited Partnership ("AILP") are venture capital investment
funds, the general partner of which is Advent. AILP is the general partner
of Digital Media & Communications Limited Partnership ("Digital"), a
venture capital investment fund. This information is based solely on a
Schedule 13D filed jointly by Advent, ACFS, AILP, and Digital with the
Securities and Exchange Commission, dated April 4, 1997.
(5) Shares issuable upon conversion of Debentures (assuming conversion of
such debentures at the conversion price in effect on July 21, 1997).
(6) This information is based solely on Amendment No. 2 to Schedule 13G filed
with the Securities and Exchange Commission and dated February 6, 1997.
(7) Includes 133,000 shares issuable upon exercise of options to purchase
Common Stock.
(8) Includes 153,000 shares issuable upon exercise of options to purchase
Common Stock.
(9) Includes 9,921 shares issuable upon exercise of options to purchase Common
Stock.
(10) Includes 10,317 shares issuable upon exercise of options to purchase Common
Stock.
(11) Includes 10,666 shares issuable upon exercise of options to purchase Common
Stock.
(12) Includes 316,904 shares issuable upon exercise of options to purchase
Common Stock.
<PAGE>
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 agreed 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. No bonus was paid in Fiscal Year 1997.
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 of up to 50% of base salary, to be determined by the Compensation
Committee. No bonus was paid in Fiscal Year 1997.
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, or (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 and David R. Lennox, both former
officers and directors of the Company and each 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 1997 totaled approximately $83,400
and in the fiscal years ended March 31, 1996 and March 31, 1995 totaled
approximately $83,400 per year.
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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: /s/ Paul M. O'Brien
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Paul M. O'Brien
Vice President and Chief Financial Officer
Date: July 28, 1997
