UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB/A
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 0-17966
MICRONETICS WIRELESS, INC.
(Name of small business issuer in its charter)
Delaware 22-2063614
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
26 Hampshire Drive, Hudson, New Hampshire 03051
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (603) 883-2900
Securities registered under Section 12(b) of the Exchange Act:
None.
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $.01 per share
(Title of Class)
Check whether the issuer (1) 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 in
response to Item 405 of Regulation S-B contained in this form, and
no disclosure will 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]
Issuer's revenues for its most recent fiscal year were
$4,547,087.
The aggregate market value of the shares of Common Stock held
by non-affiliates of the issuer was approximately $3,523,116 based
on the closing price of the issuer's Common Stock, par value $.01
share, as reported by NASDAQ on July 22, 1999.
On July 22, 1999, there were 3,767,914 shares of the issuer's
Common Stock outstanding.
Transitional Small Business Issuer Disclosure Format Yes No X
The Annual Report on Form 10-KSB for the fiscal year ended
March 31, 1999, as filed on June 23, 1999 (the "Form 10-KSB"), of
Micronetics Wireless, Inc. ("Micronetics" or the "Company"), is
hereby amended, due to the fact that the Company is not having an
Annual Meeting of Shareholders, to include the following items:
Part III
Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTIONS 16(a) OF THE EXCHANGE
ACT.
The following table sets forth certain information as to the
directors of the Company:
Position with Director
Name Age the Company Since
Richard S. Kalin 44 Chief Executive Officer, April 1987
Chairman, President,
and Director
Roy L. Boe 68 Director January 1994
Barbara Meirisch 57 Director September 1996
David Siegel 71 Director April 1987
Mr. Richard S. Kalin was appointed Chief Executive Officer in
January 1992 and Chairman of the Board in June 1989. Prior thereto
he had been Secretary and a director of the Company since April
1987. Mr. Kalin is also Secretary and a director of Pentech
International Inc., a manufacturer and distributor of writing
instruments. He has also been engaged in the private practice of
law since 1978, and currently is a principal of Kalin & Associates,
P.C., counsel to the Company.
Mr. Roy L. Boe has been a director of the Company since
January 1994. Mr. Boe is President of the Worcester IceCats, a
professional ice hockey team located in Worcester, MA since April
1994. He is also a director of Pentech International Inc., a
company engaged in the distribution of writing instruments.
Ms. Barbara Meirisch has been a director of the Company since
September 1996. Her most recent assignment at AT&T was from
January 1990 to January 1996 as a Director of Public Relations in
Advertising for the Network Wireless Systems Business Unit, where
she had responsibility for developing wireless communication
strategies for domestic and international operations and media
relations. Presently, she is a strategic marketing consultant for
communication companies.
Mr. David Siegel has been a director of the Company since
April 1987. Mr. Siegel is also Chairman of the Board of Directors
of Surge Components, Inc., a distributor of passive electronic
components and a director of Kent Electronics, Inc., a manufacturer
of electronic cable assemblies and a distributor of electronic
components.
Directors serve until the next Annual Meeting of Shareholders
and until their respective successors are elected and qualify.
During the fiscal year ended March 31, 1999 ("Fiscal 1999"),
the Board of Directors held three meetings and acted three times by
unanimous consent.
OTHER EXECUTIVE OFFICERS
Mr. David Robbins, 35, was appointed Senior Vice President in
March 1997. He was appointed Chief Technical Officer during Fiscal
1997. He has been employed by the Company in various capacities
since February 1992.
Ms. Donna Hillsgrove, 50, was appointed Secretary and
Treasurer of the Company in January 1994. Prior to that time she
was Controller of the Company. She has been employed by the
Company since April 1992.
Ms. Catherine Marino, 34, was appointed Vice President of
Manufacturing in October 1998. She has been employed by the
Company in various capacities since June 1984, including the
position as Manufacturing Manager since 1992.
Mr. Floyd S. Parin, 55 was appointed President of Microwave &
Video Systems, Inc. ("MVS"), a wholly-owned subsidiary of the
Company, in January 1999. Mr. Parin was President of MVS since
1994, before it was acquired by the Company.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF
1934
Section 16(a) of Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who own
more than ten percent of a registered class of the Company's equity
securities to file reports of ownership and changes in ownership
with the Securities and Exchange Commission. Based solely on its
review of the copies of such forms received by it, the Company
believes that during Fiscal 1999 all executive officers, directors
and 10% owners of the Company complied with all applicable filing
requirements.
Item 10. EXECUTIVE COMPENSATION.
The following table sets forth information relating to the
cash compensation received by the Company's President. Other than
as set forth below, none of the Company's officers had cash
compensation in Fiscal 1999 of more than $100,000 per year. No
executive officer received benefits in excess of ten percent of his
cash compensation.
SUMMARY COMPENSATION TABLE
Long
Other Term
Annual Annual Compen-
Name and Com- Compen- sation/ Other
Principal Fiscal pensation sation Option Compen-
Position Year Salary ($) Bonus ($) Grants sation
Richard 1999 83,668(1) 18,114 55,000 6,456(3)
S. Kalin, 1998 77,816(1) 13,311 57,500(2) 6,446(3)
Chairman 1997 52,649(1) - 25,000 6,195(3)
and
President
(1) Includes $32,084 in legal fees and reimbursement of
disbursements to Kalin & Associates, P.C., of which Mr. Kalin
is a principal, in Fiscal 1999, $37,816 of such fees and
disbursements in Fiscal 1998 and $22,533 of such fees and
disbursements in Fiscal 1997. Does not include $30,000 in
fees paid to Makenzie Communications, an advertising agency
owned by Mr. Kalin's wife, during Fiscal 1999, Fiscal 1998 and
Fiscal 1997, as to which Mr. Kalin disclaims beneficial
ownership.
(2) Includes 7,500 long term compensation/option grants granted to
Mr. Kalin's wife in Fiscal 1998 and 5,000 of such options in
Fiscal 1999, as to which Mr. Kalin disclaims beneficial
ownership.
(3) Includes expenses relating to furnishing Mr. Kalin an
automobile.
EMPLOYMENT AGREEMENTS
On September 19, 1996, Mr. Kalin entered into an employment
agreement (the "Agreement") with the Company that terminates
September 19, 2001, unless terminated earlier. The Agreement
provides for a base salary of $50,000 per annum. As additional
compensation, Mr. Kalin receives three percent (3%) of the
Company's pre-tax profits up to the levels reported in the prior
fiscal year and five percent (5%) of any such profits in excess of
such amount. The Agreement also provides for a monthly $500
automobile allowance.
On January 4, 1999, Mr. Parin entered into an employment
agreement (the "Parin Agreement") with Microwave & Video Systems,
Inc. ( MVS ), a wholly-owned subsidiary of the Company, as
President of MVS that terminates January 4, 2002, unless terminated
earlier. The Parin Agreement provides for a base salary at an
annual rate of $85,000 plus a bonus program enabling Mr. Parin to
earn up to an additional 40% of his base salary for each fiscal
year of MVS during the term of the Parin Agreement.
STOCK OPTION PLANS
On April 14, 1994, the Company adopted a 1994 Stock Option
Plan (the "1994 Plan") and readopted it on July 18, 1995 pursuant
to which options to purchase up to 300,000 shares of Common Stock
may be granted to employees, consultants, advisors and/or
directors. On January 18, 1996, the Company adopted a 1996 Stock
Option Plan (the "1996 Plan") pursuant to which options to purchase
up to 300,000 shares of Common Stock may be granted to employees,
consultants, advisors and/or directors. Options granted pursuant
to the 1994 Plan and 1996 Plan may be incentive options or non-
qualified options as such terms are defined in the Internal Revenue
Code of 1986, as amended. The 1994 Plan and the 1996 Plan are
referred to collectively as the "Plans").
The Plans are administered by the Board of Directors which has
the authority to determine the persons to whom the options may be
granted, the number of shares of Common Stock to be covered by each
option, the time or times at which the options may be granted or
exercised and for the most part, the terms and provisions of the
options. The exercise price of options granted under, the 1994
Plan and the 1996 Plan may not be less than the fair market value
of the shares of Common Stock on the date of grant (110% of such
price if granted to a person owning in excess of ten percent of the
Company's securities). Options granted under the 1994 Plan and the
1996 Plan may not be granted more than ten years from the date of
adoption of the 1994 Plan and the 1996 Plan, nor may options be
exercised more than ten years from the date of grant.
The following table sets forth certain information
with respect to the named executive officers of the
Company who have been granted options to purchase the
Company's Common Stock (except as otherwise set forth)
during Fiscal 1999:
OPTION GRANTS IN FISCAL 1999
Percent
of Total
Options
Options Granted in Exercise Expiration
Name Granted Fiscal Year Price ($)(2) Date
Richard S. Kalin 50,000 57.1% 2.3125 6/16/03
Roy L. Boe 10,000 11.4% 1.50 10/08/01
Barbara Meirisch 10,000 11.4% 1.50 10/08/01
David Siegel 10,000 11.4% 1.50 10/08/01
Catherine Marino(1) 2,500 2.9% 1.50 10/08/03
David Robbins(1) 5,000 5.7% 1.50 10/08/03
(1) Pursuant to 1996 Stock Option Plan
(2) Options were granted at an exercise price equal to the fair
market value of the Company's Common Stock on the date of grant.
AGGREGATED OPTION EXERCISES IN LAST FISCAL
YEAR AND FISCAL YEAR-END (FYE) OPTION VALUES
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Shares Options Options
Acquired At FYE (#) At FYE ($)
On Value Exercisable/ Exercisable/
Name Exercise Realized ($)(1) Unexercisable Unexercisable(2)
Richard
S. Kalin 30,000 $ 11,875 107,500/62,500 $ 0/0
(1) Represents fair market value of the Company's Common Stock at the
exercise date minus the exercise price.
(2) Represents fair market value of the Company's Common Stock at March
31, 1999 of $1.6875 as reported by NASDAQ, less the exercise price.
COMPENSATION OF DIRECTORS
Directors not employed by the Company are compensated as
consultants for the time spent on Company matters, including attendance
at directors' and other meetings. During Fiscal 1999, each non-employee
director received $1,500 as consultant fees. Each director also
received a grant of options during Fiscal 1999. See "Stock Option
Plans" above.
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT.
The following table sets forth as of July 22, 1999 the number of
shares of Common Stock held of record or beneficially (i) by each
person who held of record, or was known by the Company to own
beneficially, more than five percent of the outstanding shares of the
Common Stock, (ii) by each director and (iii) by all officers and
directors as a group:
Number of Percent of
Names and Address Shares Owned Outstanding Shares
Richard S. Kalin 1,201,107(1) 30.58%
One Penn Plaza,
Suite 1425
New York, NY 10119
David Siegel 226,887(2) 5.99%
2488 Horace Court
Bellmore, NY 11710
Roy L. Boe 39,970(3) 1.05%
c/o Micronetics Wireless,
Inc.
26 Hampshire Drive
Hudson, NH 03051
Barbara Meirisch 13,000(4) (5)
17 Woods End Road
West Orange, NJ 07052
Floyd S. Parin 193,750 5.14%
c/o Microwave & Video
Systems, Inc.
87B Sandpit Road
Danbury, CT 06810
All Officers and 1,795,426 44.30%
Directors as a group (1)(2)(3)(4)(6)
(nine persons)
(1) Includes 146,132 shares of Common Stock held in his retirement
accounts and options to purchase an aggregate of 137,500
shares of Common Stock at exercise prices ranging from $1.78
to $2.3125 per share. Also includes 447,850 shares of Common
Stock and options to purchase an aggregate of 21,875 shares of
Common Stock owned by his wife and/or minor child, as to which
Mr. Kalin disclaims beneficial ownership.
(2) Includes 53,050 shares of Common Stock owned of record by RJW
Trading Corp., a personal holding company 100% owned by Mr.
Siegel and members of his family, 14,970 shares of Common
Stock held in his retirement account, and options to purchase
an aggregate of 15,000 shares of Common Stock that are
issuable upon exercise within sixty days exercisable at prices
ranging from $1.875 to $2.25 per share.
(3) Includes options to purchase an aggregate of 15,000 shares of
Common Stock that are issuable upon exercise within sixty days
at exercise prices ranging between $1.875 and $2.00 per share.
Also includes 14,970 shares of Common Stock owned by his wife,
Betty Boe.
(4) Includes an option to purchase an aggregate of 15,000 shares
of Common Stock that are issuable upon exercise within sixty
days at an exercise price of $1.875.
(5) Less than 1%.
(6) Includes options to purchase 90,250 shares of Common Stock
that are issuable upon exercise within sixty days at average
exercise prices ranging between $1.25 to $2.125 per share and
an additional 234,212 shares owned by officers of the Company
who are not also directors
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act,
the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
MICRONETICS WIRELESS, INC.
Dated: July 29, 1999 By:s/Richard S. Kalin
Richard S. Kalin,
Chairman and President
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