FORM 10-K/A
AMENDMENT NO. 2
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1997
OR
[ ] TRANSITION PERIOD PURUSANT 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: 1-9917
CATALINA LIGHTING, INC.
(Exact name of Registrant as specified in its charter)
FLORIDA 59-1548266
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
18191 N.W. 68TH AVENUE, MIAMI, FLORIDA 33015
(Address of principal executive offices including zip code)
(305) 558-4777
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
Common Stock, par value New York Stock Exchange
$.01 per share
Securities registered pursuant to Section 12(g) of the Act: None
SECTION AMENDED
PART III
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
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
amendments to this Form 10-K.[ ]
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PART III
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth, to the best knowledge of the Company,
information with respect to the Company's Common Stock beneficially owned on
January 8, 1998 by those who were the beneficial owner of more than 5% of the
Company's stock.
NAME AND ADDRESS OF COMMON STOCK
BENEFICIAL OWNER BENEFICIALLY OWNED(1) PERCENTAGE
- ---------------------------------- --------------------- ----------
Nathan Katz....................... 630,742(2) 8.6%
55 Norfolk Avenue
Easton, MA
Wai Check Lau..................... 588,200(3) 8.3%
6/F, Kenning Industrial Bldg.
19 Wang Hoi Road
Kowloon Bay, Hong Kong
Robert Hersh...................... 433,300(4),(7) 5.8%
18191 N.W. 68th Avenue
Miami, Florida 33015
Dean S. Rappaport................. 367,100(5),(7) 4.9%
18191 N.W. 68th Avenue
Miami, Florida 33015
William D. Stewart................ 265,500(6),(7) 3.6%
18191 N.W. 68th Avenue
Miami, Florida 33015
Heartland Advisors, Inc........... 765,000(8) 10.8%
790 North Milwaukee Street
Milwaukee, WI 53202
Dimensional Fund Advisors, Inc. 450,000(9) 6.3%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 9040
- ---------------------------------
(1) Includes shares which may be acquired pursuant to vested stock options and
options which become exercisable 60 days thereafter or shares for which the
stockholder has the power to direct the vote.
(2) Includes 55,000 shares purchasable upon the exercise of options at $1.75
per share, 50,000 shares purchasable at $4.875 per share, 50,000 shares
purchasable at $5.25 per share and 62,500 shares purchasable at $6.75 per
share.
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(3) Includes 477,500 shares issued to Go-Gro Holdings Limited, which is owned
by Wai Check Lau and 7,500 shares issued to Amy Yuen Ying Lau Cheung, the
wife of Wai Check Lau. In July 1994, as part of the acquisition of Go-Gro
Industries Limited ("Go-Gro"), Wai Check Lau and Amy Yuen Ying Lau Cheung
each delivered an irrevocable proxy to Catalina Asia, an entity controlled
by the Company. Catalina Asia has a proxy to vote 558,200 shares
beneficially owned by Mr. Lau and an additional 80,400 shares of the
Company also issued to previous shareholders of Go-Gro upon the
acquisition. The 638,600 shares are voted at the direction of Messrs.
Hersh, Rappaport, and Stewart, members of the Board of Directors of
Catalina Asia.
(4) Includes shares subject to options to purchase 109,200 shares at $1.75 per
share, 50,000 shares at $3.375 per share, 50,000 shares at $4.875 per
share, 50,000 shares at $4.125 per share and 62,500 shares at $6.75 per
share.
(5) Includes shares subject to options to purchase 106,600 shares at $1.75 per
share, 50,000 shares at $3.375 per share, 50,000 shares at $4.875 per
share, 50,000 shares at $4.125 per share and 62,500 shares at $6.75 per
share.
(6) Includes shares subject to options to purchase 20,000 shares at $1.75 per
share, 30,000 shares at $2.50 per share, 20,000 shares at $3.375 per share,
50,000 shares at $4.875 per share, 50,000 shares at $4.125 per share and
62,500 shares at $6.75 per share.
(7) In addition, Messrs. Hersh, Rappaport and Stewart, jointly have a power to
vote 638,600 shares owned by previous shareholders of Go-Gro Industries
Limited pursuant to irrevocable proxies. These shares are not included in
their amounts of shares beneficially owned.
(8) Heartland Advisors, Inc., a registered investment advisor, is deemed to
have beneficial ownership of 765,000 shares of Catalina Lighting, Inc.
stock, all of which shares are held in investment advisory accounts. As a
result, various persons have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the
securities. The interest of one such account, Heartland Value Fund, a
series of Heartland Group, Inc., a registered investment company, relates
to more than 5% of the class.
(9) Dimensional Fund Advisors, Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 450,000 shares of
Catalina Lighting, Inc. stock, all of which shares are held in portfolios
of DFA Investment Dimensions Group Inc., a registered open-end investment
company, or in series of the DFA Investment Trust Company, a Delaware
business trust, or the DFA Group Trust and DFA Participation Group Trust,
investment vehicles for qualified employee benefit plans, all of which
Dimensional Fund Advisors Inc. serves as investment manager. Dimensional
disclaims beneficial ownership of all such shares.
FILINGS UNDER SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's 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 of such securities with the Securities and
Exchange Commission and the New York Stock Exchange. Officers, directors and
greater than ten-percent beneficial owners are required by applicable
regulations to furnish the Company with copies of all Section 16(a) forms they
file. The Company is not aware of any beneficial owner of more than ten percent
of its Common Stock.
Based solely upon a review of the copies of the forms furnished to the
Company, or written representations from certain reporting persons that no Form
4's were required, the Company believes that, all filing requirements applicable
to its officers and directors were complied with during the 1997 fiscal year,
except Robert Wachs who inadvertently filed a report late on December 17, 1996
related to 4,950 shares purchased in October 1996.
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SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT
The following table sets forth, to the best knowledge of the Company,
the shares of Common Stock beneficially owned at January 8, 1998 by each
director and executive officer and by all executive officers and directors of
the Company as a group.
COMMON STOCK
BENEFICIALLY
NAME OF BENEFICIAL OWNER OWNED(1) PERCENTAGE
- -------------------------------------- ----------------- ----------
Robert Hersh......................... 433,300(2),(14) 5.8%
Dean S. Rappaport.................... 367,100(3),(14) 4.9%
William D. Stewart................... 265,500(4),(14) 3.6%
Leonard Sokolow...................... 39,000(5) *
Robert Wachs......................... 107,250(6) 1.5%
Ryan Burrow.......................... 8,700(7) *
Henry Latimer........................ 2,495(8) *
Jeffrey Silverman.................... 25,000 *
Nathan Katz.......................... 630,742(9) 8.6%
Wai Check Lau........................ 588,200(10) 8.3%
Janet P. Ailstock.................... 66,833(11) *
Thomas Bluth......................... 22,833(12) *
David Sasnett........................ 18,100(13) *
All executive officers and directors
of the Company and its subsidiaries
as a group (13 persons).............. 2,655,453(15) 31.6%
* less than 1%
- ---------------------------
(1) Includes shares which may be acquired pursuant to vested stock options and
options which become exercisable 60 days thereafter.
(2) Includes shares subject to options to purchase 109,200 shares at $1.75 per
share, 50,000 shares at $3.375 per share, 50,000 shares at $4.875 per
share, 50,000 shares at $4.125 per share and 62,500 shares at $6.75 per
share.
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(3) Includes shares subject to options to purchase 106,600 shares at $1.75 per
share, 50,000 shares at $3.375 per share, 50,000 shares at $4.875 per
share, 50,000 shares at $4.125 per share and 62,500 shares at $6.75 per
share.
(4) Includes shares subject to options to purchase 20,000 shares at $1.75 per
share, 30,000 shares at $2.50 per share, 20,000 shares at $3.375 per share,
50,000 shares at $4.875 per share, 50,000 shares at $4.125 per share and
62,500 shares at $6.75 per share.
(5) Includes shares subject to options to purchase 25,000 shares at $4.875 per
share, 2,000 shares at $7.875 per share, 2,000 shares at $5.375 per share,
2,000 shares at $6.875 per share, 2,000 shares at $10.75 per share, 2,000
shares at $6.625 per share and 2,000 shares at $6.25 per share.
(6) Includes shares subject to options to purchase 50,000 shares at $1.75 per
share, 25,000 shares options at $4.875 per share, 2,000 shares at $12.125
per share, 2,000 shares at $7.875 per share, 2,000 shares at $3.375 per
share, 2,000 shares at $5.375 per share, 2,000 shares at $6.875 per share,
2,000 shares at $10.75 per share, 2,000 shares at $6.625 per share and
2,000 shares at $6.25. Also includes 2,450 shares owned by members of Mr.
Wach's immediate family.
(7) Includes 500 shares owned by Mr. Burrow's wife and shares subject to
options to purchase 2,000 shares at $6.625, 2,000 shares at $10.75 and
2,000 shares at $6.25.
(8) Includes shares subject to options to purchase 2,000 shares at $6.25 per
share.
(9) Includes 55,000 shares purchasable upon the exercise of options at $1.75
per share, 50,000 shares purchasable at $4.875 per share, 50,000 shares
purchasable at $5.25 per share and 62,500 shares purchasable at $6.75 per
share.
(10) Includes 477,500 shares issued to Go-Gro Holdings Limited, which is owned
by Wai Check Lau and 7,500 shares issued to Amy Yuen Ying Lau Cheung, the
wife of Wai Check Lau. In July 1994, as part of the acquisition of Go-Gro
Industries Limited ("Go-Gro"), Wai Check Lau and Amy Yuen Ying Lau Cheung
each delivered an irrevocable proxy to Catalina Asia, an entity controlled
by the Company. Catalina Asia has a proxy to vote 558,200 shares
beneficially owned by Mr. Lau and an additional 80,400 shares of the
Company also issued to previous shareholders of Go-Gro upon the
acquisition. The 638,600 shares are voted at the direction of Messrs.
Hersh, Rappaport, and Stewart, members of the Board of Directors of
Catalina Asia.
(11) Includes shares subject to options to purchase 35,833 shares at $4.125 per
share.
(12) Includes 20,833 shares purchasable upon the exercise of options at $4.125
per share.
(13) Includes 17,500 shares purchasable upon the exercise of options at $4.125
per share.
(14) Messrs. Hersh, Rappaport and Stewart, jointly have a power to vote 638,600
shares owned by previous shareholders of Go-Gro Industries Limited pursuant
to irrevocable proxies. These shares are not included in the amount of
shares beneficially owned by these executive officers.
(15) Includes an additional 80,400 shares owned by previous shareholders of
Go-Gro Industries Limited. These shares are included in the 638,600 shares
which Messrs. Hersh, Rappaport and Stewart jointly have a power to vote
pursuant to irrevocable proxies.
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SIGNATURES
Pursuant to the requirements of Section 13 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.
CATALINA LIGHTING, INC.
By: /s/ David W. Sasnett
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Chief Financial Officer and
Chief Accounting Officer
February 5, 1998
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