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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
--OR--
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED JUNE 30, 2000
Commission File Number: 0-16207
ALL AMERICAN SEMICONDUCTOR, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 59-2814714
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
16115 NORTHWEST 52ND AVENUE, MIAMI, FLORIDA 33014
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 621-8282
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. [X] Yes [ ] No
As of August 8, 2000, 4,029,341 shares (including 32,141 shares held by a
wholly-owned subsidiary of the Registrant) of the common stock of All American
Semiconductor, Inc. were outstanding.
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ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES
FORM 10-Q - INDEX
PART ITEM PAGE
NO. NO. DESCRIPTION NO.
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I FINANCIAL INFORMATION:
1. Financial Statements
Consolidated Condensed Balance Sheets at June 30, 2000
(Unaudited) and December 31, 1999......................... 1
Consolidated Condensed Statements of Income for the Quarters
and Six Months Ended June 30, 2000 and 1999 (Unaudited)... 2
Consolidated Condensed Statements of Cash Flows for the
Six Months Ended June 30, 2000 and 1999 (Unaudited)....... 3
Notes to Consolidated Condensed Financial Statements
(Unaudited)............................................... 4
Independent Accountants' Review Report...................... 6
2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 6
3. Quantitative and Qualitative Disclosures about Market Risk.. 9
II OTHER INFORMATION:
2. Changes in Securities and Use of Proceeds................... 9
4. Submission of Matters to a Vote of Security Holders......... 9
6. Exhibits and Reports on Form 8-K............................ 10
SIGNATURES.................................................. 11
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<TABLE>
<CAPTION>
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
JUNE 30 December 31
ASSETS 2000 1999
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(UNAUDITED)
<S> <C> <C>
Current assets:
Cash ...................................................... $ 213,000 $ 173,000
Accounts receivable, less allowances for doubtful
accounts of $2,626,000 and $1,987,000 ................... 75,045,000 53,202,000
Inventories ............................................... 95,727,000 85,260,000
Other current assets ...................................... 3,916,000 4,637,000
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Total current assets .................................... 174,901,000 143,272,000
Property, plant and equipment - net ......................... 4,379,000 4,482,000
Deposits and other assets ................................... 2,491,000 2,741,000
Excess of cost over fair value of net assets acquired - net . 978,000 1,006,000
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$ 182,749,000 $ 151,501,000
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LIABILITIES AND SHAREHOLDERS' EQUITY
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Current liabilities:
Current portion of long-term debt ......................... $ 250,000 $ 273,000
Accounts payable and accrued expenses ..................... 64,628,000 51,584,000
Income taxes payable ...................................... 672,000 --
Other current liabilities ................................. 417,000 198,000
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Total current liabilities ............................... 65,967,000 52,055,000
Long-term debt:
Notes payable ............................................. 77,357,000 64,298,000
Subordinated debt ......................................... 6,065,000 6,089,000
Other long-term debt ...................................... 1,207,000 1,207,000
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150,596,000 123,649,000
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Commitments and contingencies
Shareholders' equity:
Preferred stock, $.01 par value, 1,000,000 shares
authorized, none issued ................................. -- --
Common stock, $.01 par value, 40,000,000 shares authorized,
4,001,281 and 3,973,431 shares issued and outstanding ... 40,000 40,000
Capital in excess of par value ............................ 25,921,000 25,751,000
Retained earnings ......................................... 7,127,000 2,968,000
Treasury stock, at cost, 183,246 and 174,646 shares ....... (935,000) (907,000)
------------- -------------
32,153,000 27,852,000
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$ 182,749,000 $ 151,501,000
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</TABLE>
See notes to consolidated condensed financial statements
1
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<TABLE>
<CAPTION>
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)
QUARTERS SIX MONTHS
PERIODS ENDED JUNE 30 2000 1999 2000 1999
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<S> <C> <C> <C> <C>
NET SALES....................... $125,994,000 $ 79,874,000 $ 233,267,000 $ 150,523,000
Cost of sales................... (99,671,000) (64,602,000) (185,503,000) (121,612,000)
------------ ------------- ------------- -------------
Gross profit.................... 26,323,000 15,272,000 47,764,000 28,911,000
Selling, general and
administrative expenses....... (19,384,000) (13,671,000) (37,043,000) (25,874,000)
------------ ------------- ------------- -------------
INCOME FROM OPERATIONS.......... 6,939,000 1,601,000 10,721,000 3,037,000
Interest expense................ (1,763,000) (1,168,000) (3,420,000) (2,264,000)
------------ ------------- ------------- -------------
INCOME BEFORE INCOME TAXES...... 5,176,000 433,000 7,301,000 773,000
Income tax provision............ (2,227,000) (186,000) (3,142,000) (332,000)
------------ ------------- ------------- -------------
NET INCOME...................... $ 2,949,000 $ 247,000 $ 4,159,000 $ 441,000
============ ============= ============= =============
Earnings per share:
Basic......................... $ .77 $ .06 $1.09 $ .11
===== ===== ===== =====
Diluted....................... $ .71 $ .06 $1.02 $ .11
===== ===== ===== =====
</TABLE>
See notes to consolidated condensed financial statements
2
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<TABLE>
<CAPTION>
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
SIX MONTHS ENDED JUNE 30 2000 1999
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<S> <C> <C>
Cash Flows Used For Operating Activities ........... $(12,619,000) $ (8,266,000)
------------ ------------
Cash Flows From Investing Activities:
Acquisition of property and equipment .............. (503,000) (264,000)
Decrease (increase) in other assets ................ 15,000 (34,000)
------------ ------------
Cash flows used for investing activities ....... (488,000) (298,000)
------------ ------------
Cash Flows From Financing Activities:
Net borrowings under line of credit agreement ...... 13,144,000 8,613,000
Repayments of notes payable ........................ (139,000) (157,000)
Purchase of treasury shares ........................ (28,000) --
Net proceeds from issuance of equity securities .... 170,000 --
------------ ------------
Cash flows provided by financing activities .... 13,147,000 8,456,000
------------ ------------
Increase (decrease) in cash ........................ 40,000 (108,000)
Cash, beginning of period .......................... 173,000 473,000
------------ ------------
Cash, end of period ................................ $ 213,000 $ 365,000
============ ============
Supplemental Cash Flow Information:
Interest paid ...................................... $ 2,672,000 $ 1,998,000
============ ============
Income taxes paid .................................. $ 1,693,000 $ 358,000
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</TABLE>
See notes to consolidated condensed financial statements
3
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ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES
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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited Consolidated Condensed
Financial Statements, which have been reviewed by our independent accountants,
include all adjustments (consisting of normal recurring accruals or adjustments
only) necessary to present fairly the financial position at June 30, 2000, and
the results of operations and the cash flows for all periods presented. The
results of operations for the interim periods are not necessarily indicative of
the results to be obtained for the entire year.
For a summary of significant accounting policies (which have not changed from
December 31, 1999) and additional financial information, see the Company's
Annual Report on Form 10-K for the year ended December 31, 1999, including the
consolidated financial statements and notes thereto which should be read in
conjunction with these financial statements.
EARNINGS PER SHARE
The following average shares were used for the computation of basic and diluted
earnings per share:
Quarters Six Months
Periods Ended June 30 2000 1999 2000 1999
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Basic....................... 3,813,910 3,937,371 3,807,939 3,937,371
Diluted..................... 4,177,872 3,937,371 4,082,140 3,937,371
2. LONG-TERM DEBT
Outstanding borrowings at June 30, 2000 under the Company's $100 million line of
credit facility aggregated $77,118,000. The Company's credit facility, which was
to expire in May 2001, was amended subsequent to but effective as of the balance
sheet date, extending the maturity to November 3, 2001.
3. OPTIONS
During the quarter ended June 30, 2000, the Company granted an aggregate of
124,850 stock options to 158 individuals pursuant to the Employees', Officers',
Directors' Stock Option Plan, as previously amended and restated (the "Employee
Stock Option Plan"). These options have an exercise price of $13.02 per share
(fair market value at date of grant) and vest over a five-year period and are
exercisable over a six-year period. During the quarter ended June 30, 2000,
5,150 stock options were exercised at exercise prices ranging from $4.49 to
$11.55 per share and 4,225 stock options were canceled at exercise prices
ranging from $3.27 to $7.20 per share.
During the quarter ended March 31, 2000, the Company granted an aggregate of
1,200 stock options to four individuals pursuant to the Employee Stock Option
Plan. These options have an exercise price of $3.93 per share (fair market value
at date of grant) and vest over a five-year period and are exercisable over a
six-year period. During the quarter ended March 31, 2000, 22,700 stock options
were exercised at exercise prices ranging from $4.49 to $10.63 per share and
16,000 stock options were canceled at exercise prices ranging from $3.27 to
$7.20 per share.
In June 2000, the Company established the 2000 Nonemployee Director Stock Option
Plan (the "Nonemployee Director Option Plan"). The Nonemployee Director Option
Plan provides for awards of options to purchase shares of common stock, $.01 par
value per share ("Common Stock"), of the Company to nonemployee directors of the
Company. An aggregate of 75,000 shares of the Company's
4
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ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES
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Common Stock has been reserved for issuance under the Nonemployee Director
Option Plan. During the quarter ended June 30, 2000, the Company granted an
aggregate of 4,500 stock options to 3 individuals pursuant to the Nonemployee
Director Option Plan. These options have an exercise price of $10.53 per share
(fair market value at date of grant) and vest over a two-year period and are
exercisable over a ten-year period.
4. STOCK REPURCHASE PROGRAM
During the quarter ended June 30, 2000, the Company did not repurchase any
shares of its Common Stock. During the quarter ended March 31, 2000, the Company
repurchased 8,600 shares of its Common Stock at an average price of $3.18 per
share. The aggregate cost of repurchased shares is included in treasury stock on
the Consolidated Condensed Balance Sheets.
5. STOCK PURCHASE RIGHTS
In June 2000, the Board of Directors of the Company adopted a Common Stock
Purchase Rights Plan and authorized and approved a dividend distribution of one
right (each a "Right" and collectively the "Rights") for each outstanding share
of Common Stock of the Company to shareholders of record at the close of
business on June 23, 2000.
Each Right initially entitles the registered holder to purchase from the Company
one share of Common Stock at a price of $95.00 per share, subject to certain
future adjustments. The Rights will be exercisable only if a person or group
acquires 15% or more of the Company's Common Stock (or 10% of such stock under
certain circumstances) or announces a tender offer the consummation of which
would result in ownership by a person or group of 15% or more of the Common
Stock (or 10% of such stock under certain circumstances). Upon such occurrence,
each Right (other than Rights owned by such person or group) will entitle the
holder to purchase from the Company the number of shares of the Company's Common
Stock having a market value equal to twice the exercise price of the Right.
If the Company is acquired in a merger or other business combination
transaction, or sells more than 50% of its assets or earning power, after a
person or group has acquired 15% or more of the Company's outstanding Common
Stock (or 10% of such stock under certain circumstances), each Right (other than
Rights owned by such person or group) will entitle its holder to purchase, at
the Right's then-current exercise price, a number of the acquiring company's
common shares having a market value of twice such price.
Following the acquisition by a person or group of 15% or more of the Company's
Common Stock (or 10% of such stock under certain circumstances) and prior to an
acquisition of 50% or more of the Common Stock, the Board of Directors may
exchange the Rights (other than Rights owned by such person or group) at an
exchange ratio of one share of Common Stock per Right.
Prior to the acquisition by a person or group of beneficial ownership of 15% or
more of the Company's Common Stock (or 10% of such stock under certain
circumstances), the Rights are redeemable for $.001 per Right at the option of
the Board of Directors. The Rights will expire on June 8, 2010. The Rights
distribution is not taxable to shareholders.
5
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ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES
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INDEPENDENT ACCOUNTANTS' REVIEW REPORT
We have reviewed the accompanying consolidated condensed balance sheet of All
American Semiconductor, Inc. and subsidiaries as of June 30, 2000 and the
related consolidated condensed statements of income for the quarter and six
months ended June 30, 2000 and cash flows for the six months ended June 30,
2000. These consolidated condensed financial statements are the responsibility
of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the financial statements referred to above for them to be in
conformity with generally accepted accounting principles.
/s/ LAZAR LEVINE & FELIX LLP
---------------------------------
LAZAR LEVINE & FELIX LLP
New York, New York
August 3, 2000, except as to Note 2, the date of which is
August 8, 2000
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
All American Semiconductor, Inc. and its subsidiaries (the "Company") is a
national distributor of electronic components manufactured by others. The
Company distributes a full range of semiconductors (active components),
including transistors, diodes, memory devices and other integrated circuits, as
well as passive components, such as capacitors, resistors, inductors and
electromechanical products, including cable, switches, connectors, filters and
sockets. These products are sold primarily to original equipment manufacturers
("OEMs") in a diverse and growing range of industries, including manufacturers
of computers and computer-related products; networking, satellite, wireless and
other communications products; Internet infrastructure and appliances; consumer
goods; robotics and industrial equipment; defense and aerospace equipment; and
medical instrumentation. The Company also sells products to contract electronics
manufacturers who manufacture products for companies in all electronics industry
segments. The Company also designs and has manufactured certain board level
products including memory modules and flat panel display driver boards, both of
which are sold to OEMs.
RESULTS OF OPERATIONS
The Company achieved record net sales for the quarter and six months ended June
30, 2000 of $126.0 million and $233.3 million, representing a 57.7% and 55.0%
increase from net sales of $79.9 million and $150.5 million for the same periods
of 1999. The significant increases in sales resulted from improved conditions in
the industry and the benefits of the strategies that the Company has been
implementing over the past several years. The increases in sales reflect
significant sales growth and increased market share in most territories. The
increase in sales for the six months ended June 30, 2000 over the same period in
1999 also reflects contributions from two new sales offices which were opened
during the second quarter of 1999.
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ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES
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Gross profit was $26.3 million and $47.8 million for the second quarter and
first six months of 2000 up 72.4% and 65.2% from $15.3 million and $28.9 million
for the same periods of 1999. These substantial increases were primarily
attributable to the increases in net sales. Gross profit margins as a percentage
of net sales were 20.9% and 20.5% for the second quarter and first six months of
2000 compared to 19.1% and 19.2% for the second quarter and first six months of
1999. The improvements in gross profit margins reflect a tightening of the
supply for certain products. Although gross profit margins have improved, the
Company continues to develop long-term strategic relationships with accounts
which have required aggressive pricing programs. Management is unsure whether
gross profit margins will continue to improve or possibly decline.
Selling, general and administrative expenses ("SG&A") was $19.4 million for the
second quarter of 2000 compared to $13.7 million for the second quarter of 1999.
SG&A for the first half of 2000 was $37.0 million compared to $25.9 million for
the first six months of 1999. The increases were primarily as a result of an
increase in the Company's infrastructure to support the changing needs and
additional requirements of its customers as well as an increase in variable
expenses associated with the increases in sales and gross profit. Furthermore,
in an effort to drive expansion and internal growth, the Company has increased
and enhanced its management team and expanded its sales force in almost every
location since early 1999. Due to these factors, the Company expects that SG&A
will increase in future periods.
SG&A as a percentage of net sales improved to 15.4% and 15.9% for the second
quarter and six months ended June 30, 2000, from 17.1% and 17.2% for the same
periods of 1999. The improvements in SG&A as a percentage of sales reflect the
substantial increase in net sales which more than offset the increase in SG&A.
Income from operations increased over 330% to $6.9 million for the second
quarter of 2000 from $1.6 million for the second quarter of 1999. For the six
months ended June 30, 2000, income from operations increased over 250% to $10.7
million from $3.0 million for the same period of 1999. The significant increases
in income from operations were attributable to the increases in net sales and
the improvements in gross profit margins, which more than offset the increases
in SG&A.
Interest expense was $1.8 million and $3.4 million for the second quarter and
first half of 2000, compared to $1.2 million and $2.3 million for the same
periods of 1999. The increases in interest expense resulted from an increase in
average borrowings during the second quarter and first six months of 2000 to
support the growth in sales and the expanded infrastructure. Interest expense
for the quarter and six months ended June 30, 2000 also reflects an increase in
the Company's borrowing rate.
Net income for the quarter ended June 30, 2000 reached a record of $2.9 million
or $.71 per share (diluted), up more than ten-fold from net income of $247,000
or $.06 per share (diluted) for the second quarter of 1999. For the first six
months of 2000, net income was a record $4.2 million or $1.02 per share
(diluted), an increase of over 840% from $441,000 or $.11 per share (diluted)
for the 1999 period. The dramatic increases in net income reflect the
substantial increases in gross profit which were partially offset by the
increases in SG&A and interest expense.
LIQUIDITY AND CAPITAL RESOURCES
Working capital at June 30, 2000 increased significantly to $108.9 million from
working capital of $91.2 million at December 31, 1999. The current ratio was
2.65:1 at June 30, 2000, as compared to 2.75:1 at December 31, 1999. The
increase in working capital was primarily due to increases in accounts
receivable and inventories. These increases more than offset an increase in
accounts payable. Accounts receivable levels at June 30, 2000 were $75.0
million, up from accounts receivable of $53.2 million at December 31, 1999,
reflecting the record level of sales for the second quarter of 2000 compared to
the latter part of 1999. Inventory levels were $95.7 million at June 30, 2000,
up from $85.3 million at
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December 31, 1999. Accounts payable and accrued expenses increased to $64.6
million at June 30, 2000 from $51.6 million at December 31, 1999. The increases
in inventory and accounts payable reflect increases in inventory purchases to
support the higher sales levels as well as anticipated future sales based on
increased bookings.
On May 24, 1999, the Company announced that its Board of Directors authorized
the repurchase of up to $2 million in purchase price of the Company's Common
Stock. As of June 30, 2000, the Company repurchased 147,186 shares of its Common
Stock at an average price of $3.29 per share. Any shares of Common Stock
repurchased will be available for reissuance in connection with the Company's
stock option plans or for other corporate purposes. The Company presently does
not intend to make further stock repurchases at the current market prices.
At June 30, 2000, outstanding borrowings under the Company's credit facility
aggregated $77.1 million. The Company's credit facility, which was to expire in
May 2001, was amended subsequent to but effective as of the balance sheet date,
extending the maturity to November 3, 2001.
The Company expects that its cash flows from operations and additional
borrowings available under its credit facility will be sufficient to meet its
current financial requirements over the next twelve months.
FORWARD-LOOKING STATEMENTS
This Form 10-Q contains forward-looking statements (within the meaning of
Section 21E. of the Securities Exchange Act of 1934, as amended), representing
the Company's current expectations and beliefs relating to the Company's future
performance and operating results, its bookings, products, services, markets and
industry, and/or future events relating to or effecting the Company and its
business and operations. If and when used in this Form 10-Q, the words
"believes," "estimates," "plans," "expects," "intends," "anticipates," "could,"
"may," and similar expressions as they relate to the Company or its management
are intended to identify forward-looking statements. The actual performance,
results or achievements of the Company could differ materially from those
indicated by the forward-looking statements because of various risks and
uncertainties. Factors that could adversely affect the Company's future results,
performance or achievements include, without limitation, the amount and timing
of shipments of previously booked customer orders, the effectiveness of the
Company's business and marketing strategies, availability and timing of delivery
of products from suppliers, price increases from suppliers that cannot be passed
on to the Company's customers at the same rate, the product mix sold by the
Company, the Company's development of new customers, existing customer demand as
well as the level of demand for products of its customers, the ability of the
Company to open new sales offices in a timely and cost-effective manner and to
expand its product offerings and continue to enhance its service capabilities
and the timing and cost thereof, availability of products from and the
establishment and maintenance of relationships with suppliers, price erosion in
and price competition for products sold by the Company, management of growth and
expenses, the ability of the Company to generate the expected return from its
addition of people, addition of sales offices and the increase of its
infrastructure, the Company's ability to collect accounts receivable, price
decreases on inventory that is not price protected, gross profit margins,
including decreasing margins in the future resulting from the Company being
required to have aggressive pricing programs and resulting from increased
availability of the supply for certain products, increased competition from
third party logistics companies, e-brokers and other forms of e-commerce
companies through the use of the Internet as well as from its traditional
competitors, availability and terms of financing to fund capital needs, the
continued enhancement of telecommunication, computer and information systems,
any adverse impact in the future on the Company, its vendors or customers or
other third parties with which the Company has a business relationship arising
from Year 2000 issues, the continued and anticipated growth of the electronics
industry and electronic components distribution industry, as well as general
technology growth, the failure to achieve acceptance
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or grow at the expected level of some of the new technologies being supported by
the Company, the impact on certain of the Company's suppliers and customers of
economic or financial turbulence in off-shore economies and/or financial
markets, change in government tariffs or duties, currency fluctuations, a change
in interest rates, the state of the general economy, and the other risks and
factors detailed in this Form 10-Q and in the Company's other filings with the
Securities and Exchange Commission and in its press releases. These risks and
uncertainties are beyond the ability of the Company to control. In many cases,
the Company cannot predict the risks and uncertainties that could cause actual
results to differ materially from those indicated by the forward-looking
statements.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's credit facility bears interest based on interest rates tied to the
prime or LIBOR rate, either of which may fluctuate over time based on economic
conditions. As a result, the Company is subject to market risk for changes in
interest rates and could be subjected to increased or decreased interest
payments if market interest rates fluctuate. If market interest rates increase,
the impact may have a material adverse effect on the Company's financial
results.
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(c) SALES OF UNREGISTERED SECURITIES
The Company has not issued or sold any unregistered securities during the
quarter ended June 30, 2000, although, pursuant to the Company's Employee
Stock Option Plan, the Company granted stock options to 158 individuals
during the quarter ended June 30, 2000, to purchase 124,850 shares of the
Company's Common Stock at an exercise price of $13.02 per share and,
pursuant to the Company's Nonemployee Director Stock Option Plan, the
Company granted stock options to 3 individuals during the quarter ended
June 30, 2000 to purchase an aggregate of 4,500 shares of the Company's
Common Stock at an exercise price of $10.53 per share. The stock options
relating to the Employee Stock Option Plan vest over a five-year period and
are exercisable over a six-year period and the stock options relating to
the Nonemployee Director Stock Option Plan vest over a two-year period and
are exercisable over a ten-year period. All of the stock options were
granted by the Company in reliance upon the exemption from registration
available under Section 4(2) of the Securities Act of 1933, as amended. See
Note 3 to Notes to Consolidated Condensed Financial Statements (Unaudited).
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) On June 6, 2000, the Company held its 2000 annual meeting of shareholders
(the "Annual Meeting").
(b) One matter voted on at the Annual Meeting was the election of three
directors of the Company. The three nominees, who were existing directors
of the Company and nominees of the Company's Board of Directors, were
re-elected at the Annual Meeting as directors of the Company, receiving the
number and percentage of votes for election and abstentions as set forth
next to their respective names below:
Nominee for Director For Abstain
-------------------- --------- -------
Paul Goldberg 3,588,722 94.1% 226,335 5.9%
Rick Gordon 3,588,972 94.1% 226,085 5.9%
Robin L. Crandell 3,588,972 94.1% 226,085 5.9%
The other directors whose term of office as directors continued after the
Annual Meeting are Bruce M. Goldberg, Howard L. Flanders, Daniel M. Robbin
and Richard E. Siegel.
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(c) The following two additional matters were separately voted upon at the
Annual Meeting and each of the matters received the votes of the holders of
the number of shares of Common Stock and the percentage of total votes cast
by holders represented in person or by proxy at the Annual Meeting as
indicated below:
(1) Proposal to approve the 2000 Nonemployee Director Stock Option Plan
of the Company
For 3,416,902 89.6%
Against 380,669 10.0%
Abstain 17,486 .4%
(2) Proposal to ratify the selection of Lazar Levine & Felix LLP as the
Company's independent public accountants for the year ending December
31, 2000
For 3,616,471 94.8%
Against 181,585 4.8%
Abstain 17,001 .4%
(d) Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
4.1 2000 Common Stock Purchase Rights Agreement, dated as of June
9, 2000, between the Company and American Stock Transfer &
Trust Company (incorporated by reference to exhibit number 4.1
to the Company's Registration Statement on Form 8-A, filed
with the Securities and Exchange Commission on June 13, 2000).
10.1 Amendment No. 5 to Loan and Security Agreement dated August 8,
2000.*
10.2 Letter dated June 30, 2000 from the Company to The Equity
Group, Inc. extending expiration date of warrant to purchase
9,000 shares of Common Stock.*
10.3 All American Semiconductor, Inc. 2000 Nonemployee Director
Stock Option Plan (incorporated by reference to Exhibit A to
the Company's Proxy Statement dated May 1, 2000 filed with the
Securities and Exchange Commission on May 1, 2000).
11.1 Statement Re: Computation of Per Share Earnings (Unaudited).*
27.1 Financial Data Schedule.*
-------------------
* Filed herewith
(b) REPORTS ON FORM 8-K
A Current Report on Form 8-K for an event on June 9, 2000 was filed
with the Securities and Exchange Commission on June 13, 2000, (i)
reporting in Item 5 thereof the decision by the Company's Board of
Directors on June 9, 2000 to adopt a Common Stock Purchase Rights Plan
and (ii) incorporating by reference in Item 7 thereof a copy of the
2000 Common Stock Purchase Rights Agreement, dated as of June 9, 2000,
between the Company and American Stock Transfer & Trust Company.
10
<PAGE>
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES
================================================================================
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 thereunto duly authorized.
All American Semiconductor, Inc.
------------------------------------------------
(Registrant)
Date: August 11, 2000 /s/ PAUL GOLDBERG
------------------------------------------------
Paul Goldberg, Chairman of the Board
(Duly Authorized Officer)
Date: August 11, 2000 /s/ HOWARD L. FLANDERS
------------------------------------------------
Howard L. Flanders, Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)
11
