SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
AMENDMENT NO. 1 TO
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1996
Commission file number 0-20806
FIRSTMARK CORP.
(Exact Name of Small Business Issuer in its Charter)
Maine 01-0389195
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
222 Kennedy Memorial Drive, 04901
Waterville, Maine (Zip Code)
(Address of Principal Executive Offices)
(207) 873-6362
(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(g) of the Act:
Common Stock, $.20 par value
(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 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]
The issuer's revenues for its most recent fiscal year was $3,398,900.
The aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of August 31, 1996 was $8,371,459.
The number of shares outstanding of Common Stock, as of June 30, 1996
was 2,080,634.
<PAGE>
Item 10. Executive Compensation
The following table summarizes the compensation paid or accrued to the
Chief Executive Officer of the Company and its other most highly paid executive
officers for the last fiscal year in all capacities in which they served the
Company and its subsidiaries.
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
Securities
Name and Other Annual Underlying
Principal Position Year Salary Bonus Compensation(1) Options
<S> <C> <C> <C> <C> <C>
James F. Vigue, Chairman of 1996 $ 0 $ 0 205,351 5,000
the Board, President and Chief 1995 0 0 177,241 5,000
Executive Officer 1994 0 0 130,663 5,000
Ivy L. Gilbert, Chief Financial 1996 0 0 101,571 5,000
Officer, Corporate Secretary 1995 0 0 108,392 5,000
and Treasurer
Robert A. Rice, Vice President 1996 64,500 28,722 (2) 5,000
of Trading 1995 42,016 72,193 (2) 80,000
H. William Coogan, Jr., Chairman 1996 126,975 0 (2) --
and Chief Executive Officer of SCC(3) 1995 124,375 6,250 (2) --
1994 119,375 0 (2) --
Donald V. Cruickshanks, President 1996 126,975 0 (2) --
of SCC(3) 1995 124,375 7,979 (2) --
1994 119,375 69,869 (2) --
</TABLE>
- -------
(1) As of March 28, 1996, per contract, the Chairman of the Board and the
Chief Financial Officer are entitled to receive a base compensation of
$120,000 per year. They are also entitled to receive commissions and
fees from the Company's operating subsidiaries based solely on
production. The method in which the above compensation is calculated
is as follows: The Company receives a commission or fee. The above
individual receives a percentage of that commission. See "Executive
Compensation -- Employment Agreements."
(2) The value of perquisites and other personal benefits did not exceed the
lesser of $50,000 or 10% of the total annual salary and bonus shown in
the table.
(3) SCC merged with and into a subsidiary of the Company on June 7, 1996.
See "Description of Business -- General."
<PAGE>
The executive officers of the Company participate in other benefit
plans provided to all full-time employees of the Company who meet eligibility
requirements, including group life insurance, hospitalization and major medical
insurance.
Key Man and Officers' Insurance. James F. Vigue, Ivy L. Gilbert and
Robert A. Rice are key officers of the Company, and their contributions to the
Company have been and will be significant factors in the Company's plans and
operations. The Company presently maintains key-man life insurance policies on
Mr. Vigue, Ms. Gilbert and Mr. Rice with aggregate face values of approximately
$3,000,000, $500,000 and $1,000,000, respectively. In addition, the Company
presently maintains a key-man life insurance policy on H. William Coogan, Jr.,
a Director of the Company and an officer of SCC, with an aggregate face value of
approximately $3,000,000.
Compensation of Directors. For the fiscal year ended June 30, 1996, the
Company provided no compensation to its Directors for attending meetings of the
Board of Directors.
Employment Agreements. The Company and James F. Vigue, Chief Executive
Officer and President, are parties to an employment agreement for a term
commencing March 28, 1996, and terminating March 30, 1999, with automatic
renewals at the expiration date for regular periods of one year, which agreement
provides for his employment with the Company. Under the agreement, Mr. Vigue is
entitled to base compensation of $120,000 per year. Mr. Vigue is entitled to
additional compensation based on any fees or commissions that he may generate,
as calculated by a July 1, 1995 resolution of the Board of Directors. The
agreement will continue to renew for successive terms of one year each if it is
not expressly terminated by Mr. Vigue or the Company. If, during the term of the
agreement, the Company terminates the agreement, Mr. Vigue will be entitled to
compensation for the remainder of the contract.
The Company and Ivy L. Gilbert, Chief Financial Officer, Secretary and
Treasurer, are parties to an employment agreement for a term commencing March
28, 1996, and terminating March 30, 1999,with automatic renewals at the
expiration date for regular periods of one year, which agreement provides for
her employment with the Company. Under the agreement, Ms. Gilbert is entitled to
base compensation of $120,000 per year. Ms. Gilbert is entitled to additional
compensation based on any fees or commissions that she may generate. The
agreement will continue to renew for successive terms of one year each if it is
not expressly terminated by Ms. Gilbert or the Company. If, during the term of
the agreement, the Company terminates the agreement, Ms. Gilbert will be
entitled to compensation for the remainder of the contract.
STIC and H. William Coogan, Jr., a Director of the Company, are parties
to an employment agreement for a term commencing August 15, 1992, and
terminating August 15, 1997. The agreement provides for his employment as
Chairman of the Board of Directors and Chief Investment Officer of STIC. Under
the agreement, Mr. Coogan is entitled to base compensation of $115,000 per year,
with an increase in compensation of $5,000 each year. Mr. Coogan may terminate
his employment at any time by giving STIC 30 days' notice of such termination.
STIC and Donald V. Cruickshanks, a Director of the Company, are parties
to an employment agreement for a term commencing August 15, 1992, and
terminating August 15, 1997. The agreement provides for his employment as
President and Chief Executive Officer of STIC. Under the agreement, Mr.
Cruickshanks is entitled to base compensation of $115,000 per year, with an
increase in
<PAGE>
compensation of $5,000 each year. Mr. Cruickshanks may terminate
his employment at any time by giving STIC 30 days' notice of such termination.
Item 12. Certain Relationships and Related Transactions
The Company obtains certain related party receivables and payables in
the normal course of business and through advances for accommodation. In
addition, the Company has certain loans receivable from related parties at terms
consistent with those provided to other customers. The loans are substantially
secured by real estate mortgages. Balances at June 30, 1996 are as follows:
Advances to Related Parties $142,919
Loans to Related Parties $124,734
The Company's executive and administrative offices, consisting of
approximately 4,000 square feet, are located in a 6,000 square foot building
owned by the Pinnacle Investment Group ("Pinnacle"), a group consisting of four
individuals, one of whom is an officer of the Company. This facility is leased
from Pinnacle under a fifteen year lease terminating on December 31, 2003. The
lease is renewable and negotiable after five years. The Company owns the parcel
of land where its administrative offices are located. Pinnacle, however, holds
an option to purchase the land for $60,000.
On April 10, 1996, H. William Coogan, Jr. loaned $100,000 to Glascow
Enterprises Corp. ("Glascow") to be used for its general corporate purposes. The
principal under the loan is due on January 1997, and Glascow currently is making
monthly interest payments on the loan at the rate of one percent above the prime
rate.
Williams, Mullen, Christian & Dobbins, P.C., in which a Director of
the Company is a partner, provides legal services to the Company and its
subsidiaries from time to time.
For related party information, see Note 8 to the Consolidated Financial
Statements.
<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.
FIRSTMARK CORP.
Date: October 4, 1996 By: /s/ James F. Vigue
--------------------
James F. Vigue
President, Chairman of the Board and
Chief Executive Officer
In accordance with Section 13 or 15(d) of the Exchange Act, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ James F. Vigue President, Chairman of the Board, October 4, 1996
- ---------------------------------------
James F. Vigue Chief Executive Officer and Director
(Principal Executive Officer)
./s/ Ivy L. Gilbert Chief Financial Officer, Corporate October 4, 1996
- ----------------------------------------
Ivy L. Gilbert Secretary, Treasurer and Director
(Principal Financial and Accounting
Officer)
Vice President of Trading and
- ----------------------------------------
Robert A. Rice Director
Director
- ----------------------------------------
H. William Coogan, Jr.
/s/ Donald V. Cruickshanks Director October 4, 1996
- ----------------------------------------
Donald V. Cruickshanks
/s/ Susan C. Coogan
- ---------------------------------------- Director October 4, 1996
Susan C. Coogan
- ---------------------------------------- Director
R. Brian Ball
</TABLE>
