<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(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
------------------------------------
OR
[ ] 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 No. 0-16102
EASTERN ENVIRONMENTAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 59-2840783
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
RR #4, BOX 4452, DRUMS, PA 18222
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (717) 788-6075
Securities Registered Pursuant to Section 12(b) of the Act:
NONE
Securities Registered Pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.01 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 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. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant, based on the last sale price of the Registrant's Common Stock at the
close of business on September 21, 1995, was approximately $7,408,320.
The number of shares of Class A Common Stock, par value $.01 per share, of the
Registrant outstanding as of September 21, 1995, was 1,591,201. The number of
shares of Common Stock, par value $.01 per share, of the Registrant outstanding
as of September 21, 1995, was 3,983,104.
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The directors and executive officers of the Company are as follows:
William C. Skuba, 40, has been Chairman of the Board, Chief Executive
Officer and a director of the Company since he founded the Company in 1980.
Mr. Skuba has served as President since February 1991 and Secretary since
April 1989. He also served as President and Chief Financial Officer from
June 1982 until April 1989 and as Chief Accounting Officer from June 1982
until August 1988.
Timothy W. Sweeney, 53, has been a director of the Company since February
1991. Mr. Sweeney has been a full professor with the Department of Management
of Bucknell University and a business and marketing consultant since September
1980.
Stephen C. Stamos, Jr., 48, has been a director of the Company since
July 1994. Mr. Stamos has been a full professor of International Relations
of Bucknell University since 1974. Mr. Stamos' focus has been in the areas
of international economics and finance and has published extensively in
academic journals and periodicals.
Robert J. Powell, 36, has been a director of the Company since July 1994.
Mr. Powell has been engaged in the private practice of law in Hazleton,
Pennsylvania since October 1993. Prior to that, Mr. Powell was an attorney
with Hourigan, Kluger, Spohrer & Quinn, P.C., Wilkes-Barre, Pennsylvania from
October 1992 to September 1993 and Deasey, Mohoney, Bender & McKenna, Ltd.,
Philadelphia, Pennsylvania from October 1988 to September 1992.
Michael A. Fioravante, 39, joined the Company as Executive Vice President
and Director of Engineering in April 1991. In addition, he has served as
director since August 1994. For 13 years prior to joining the Company,
Mr. Fioravante was Manager of Engineering for Esmer & Associates, an engineering
firm which performed environmental and other engineering work related to the
Company's landfills from 1989 through 1991.
Gregory M. Krzemien, 36, joined the Company as Chief Financial Officer and
Treasurer in August 1992. Prior to joining the Company, Mr. Krzemien was Senior
Audit Manager with Ernst & Young, an independent accounting firm, since October,
1988. Mr. Krzemien worked for Ernst & Young for 11 years prior to joining the
Company.
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COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission ("SEC") initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the Company.
Officers, directors and greater than ten-percent shareholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file.
To the Company's knowledge, based solely on review of the copies of such
reports 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
greater than ten-percent beneficial owners were complied with, except that
Messrs. Stamos and Powell each filed his initial statement of beneficial
ownership and one report of a change in beneficial ownership reflecting one
transaction late.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth information with respect to compensation paid by
the Company during its last three completed fiscal years to its Chief Executive
Officer. No other executive officer had total annual salary and bonus exceeding
$100,000 during the Company's fiscal year ended June 30, 1995.
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<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------- ----------------------
AWARDS
------
NAME & PRINCIPAL OPTIONS/ ALL OTHER
POSITION YEAR SALARY($) BONUS($) SARS(#) COMPENSATION($)
- ---------------- ----- --------- -------- -------- ---------------
<S> <C> <C> <C> <C> <C> <C>
William C. Skuba, FY95 124,800 None None 2,500 /1/
CEO
FY94 124,800 None None 2,500 /1/
FY93 127,390 None None 26,000 /1/
</TABLE>
- -----------
1/ Consists solely of reimbursement of moving expenses.
- -
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<PAGE>
As indicated in the following table, Mr. Skuba did not receive any
grants of stock options or stock appreciation rights during fiscal year 1995.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
-------------------------------------
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING
OPTIONS/SARS PERCENT OF TOTAL OPTIONS/SARS EXERCISE OR BASE EXPIRATION
NAME GRANTED (#) GRANTED TO EMPLOYEES IN FISCAL YEAR PRICE ($/SH) DATE
- ------------------ ------------- ----------------------------------- ----------------- ----------
<S> <C> <C> <C> <C>
William C. Skuba 0 0 NA NA
</TABLE>
As indicated in the following table, Mr. Skuba did not exercise any stock
options during the Company's fiscal year 1995.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
-------------------------------------------------------
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED IN-THE-
NUMBER OF SECURITIES MONEY OPTIONS/SARS AT
SHARES ACQUIRED VALUE UNDERLYING UNEXERCISED OPTIONS/SARS FY END ($ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED ($) AT FY END (# EXERCISABLE/UNEXERCISABLE) UNEXERCISABLE)
- ---------------------- --------------------- ---------- --------------------------------------- ----------------------------
<S> <C> <C> <C> <C>
William C. Skuba None None None None
</TABLE>
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<PAGE>
COMPENSATION OF DIRECTORS
- -------------------------
Non-employee directors of the Company receive a fee of $1,000 per
meeting for attendance in person at each Board meeting and $250 for attendance
by telephone. In addition, each non-employee director receives warrants to
purchase shares of the Company's Common Stock. In August 1994, warrants to
purchase 15,000 shares of the Company's Common Stock at an exercise price of
$.875 per share were issued to each of Mr. Stamos and Mr. Powell, with 5,000
warrants vesting at the end of each four month period from date of issuance.
All expenses incurred by all directors for attendance at Board meetings are
reimbursed by the Company. The Board of Directors has also approved Mr. Sweeney
and Mr. Stamos to provide consulting services to the Company as requested from
time to time at a rate of $100 per hour plus expenses. The Company paid
approximately $13,000 and $15,900 to Mr. Sweeney and Mr. Stamos, respectively,
for consulting services and expenses in fiscal 1995.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
- ---------------------------------------------------------------------
ARRANGEMENTS
- ------------
The Company's executive officers have entered into Severance
Agreements with the Company. Under these agreements, if the executive's
employment is terminated involuntarily for any reason other than cause, the
Company will pay the executive (or his estate) a lump sum severance benefit in
cash in the amount of such executive's then current annual salary multiplied by
1.5 or such larger amount as the Company's Board of Directors may deem
appropriate. In addition, if there is an actual change in control of 20% or
more in the Company's voting power, a sale of substantially all of the assets of
the Company or any similar transaction, and if the executive voluntarily
terminates his employment with the Company within one year after such control
change, the Company is obligated to pay the executive a lump sum severance
benefit in cash equal to his then current annual salary or such larger amount as
the Company's Board of Directors deems appropriate.
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<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's capital stock, as of October 23, 1995, by each of the
Company's directors and nominees for directorship, by each of the Named
Executive Officers, by all officers and directors of the Company as a group, and
by all persons known to the Company to be the beneficial owner of more than 5%
of the Company's outstanding Common Stock or Class A Common Stock. Unless
otherwise indicated, the shareholders listed possess sole voting and investment
power with respect to the shares listed.
<TABLE>
<CAPTION>
PERCENT OF
COMMON STOCK CLASS A COMMON STOCK VOTING POWER(B)
--------------------------------------- ------------------------------------- ---------------
AMOUNT AND NATURE AMOUNT AND NATURE
NAME AND ADDRESS OF OF BENEFICIAL PERCENT OF CLASS OF BENEFICIAL PERCENT OF CLASS
BENEFICIAL OWNER(A) OWNERSHIP OUTSTANDING OWNERSHIP OUTSTANDING
- ------------------------- --------------------- ----------------- ------------- -------------------
<S> <C> <C> <C> <C> <C>
William C. Skuba 35,000(c) * 1,591,201 100% 61.4%
Michael A.
Fioravante 160,700(d) 3.81% 0 * 1.52%
Timothy W. Sweeney 45,000(e) 1.09% 0 * *
Stephen C. Stamos, Jr. 25,000(e) * 0 * *
Robert J. Powell 25,000(e) * 0 * *
Mr. Jack Casagrande 250,000 6.17% 0 * 2.4%
11550 SW 95th Avenue
Miami, FL 33176
Mr. Ralph Velocci 250,000 6.17% 0 * 2.4%
349 Center Island
Golden Beach, FL 33160
Continental Waste 428,500 10.6% 0 * 4.11%
67 Walnut Avenue
Suite 103
Clark, NJ 07066
All officers and
directors as a group
(6 persons) 450,700(c)(f) 10.9% 1,591,201 100% 62.9%
</TABLE>
________________________
*Represents less than 1% of the outstanding shares.
(a) Except as otherwise indicated, the address of each person identified is
care of Eastern Environmental Services, Inc., RR #4, Box 4452, Drums,
Pennsylvania 18222.
(b) Holders of Class A Stock are entitled to four votes for each share, and
holders of Common Stock are entitled to one vote for each share, on all
matters submitted to a vote of stockholders.
(c) Includes 15,000 shares of Common Stock owned by Nancy Skuba, Mr. Skuba's
mother, with respect to which a proxy has been granted to William Skuba.
Does not include 1,591,201 shares of Common Stock which may be acquired
upon conversion of Class A Common Stock held by William Skuba.
(d) Includes 160,000 shares purchasable upon the exercise of options and
warrants.
(e) Consists solely of shares purchasable upon the exercise of options and
warrants.
(f) Includes 415,000 shares purchasable upon the exercise of options
and warrants.
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<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In 1987, the Company entered into an agreement with Thomas M. Yanette, a
former director and officer of the Company. Pursuant to such agreement, in
exchange for the surrender by Mr. Yanette of an equity interest he owned in a
predecessor of the Company and the agreement of Mr. Yanette not to compete with
the Company and to provide consulting services to the Company, the Company has
agreed to pay Mr. Yanette $48,000 per year. Such payments began in September
1987 and will continue until August 1997.
Robert J. Powell is the sole shareholder of The Law Offices of Robert J.
Powell, Hazleton, Pennsylvania, which has provided legal services to the Company
since July 1994. The Company has retained Mr. Powell's law firm to provide
legal services for the Company during fiscal year 1995. The Company paid
approximately $112,000 for such legal services in fiscal 1995.
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this Report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Dated the 27th day of October, 1995.
EASTERN ENVIRONMENTAL SERVICES, INC.
By: /s/ William C. Skuba
--------------------------------
William C. Skuba,
Chairman of the Board, President
and Chief Executive Officer
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<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-START> JUL-01-1994
<PERIOD-END> JUN-30-1995
<CASH> 566,771
<SECURITIES> 0
<RECEIVABLES> 1,836,164
<ALLOWANCES> 454,695
<INVENTORY> 0
<CURRENT-ASSETS> 3,039,284
<PP&E> 18,209,739
<DEPRECIATION> 6,829,458
<TOTAL-ASSETS> 16,008,948
<CURRENT-LIABILITIES> 4,518,648
<BONDS> 1,782,715
<COMMON> 47,593
0
0
<OTHER-SE> 8,337,208
<TOTAL-LIABILITY-AND-EQUITY> 16,008,948
<SALES> 8,650,945
<TOTAL-REVENUES> 8,650,945
<CGS> 7,430,228
<TOTAL-COSTS> 7,430,228
<OTHER-EXPENSES> 3,149,863
<LOSS-PROVISION> 199,271
<INTEREST-EXPENSE> 226,463
<INCOME-PRETAX> (1,789,721)
<INCOME-TAX> (242,171)
<INCOME-CONTINUING> (1,547,550)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,547,550)
<EPS-PRIMARY> (.35)
<EPS-DILUTED> 0
</TABLE>
