<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
Amendment No. 1
[X] Annual Report Under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the Fiscal Year Ended September 30, 1996
Commission File No. 1-10011
ASTROTECH INTERNATIONAL CORPORATION
-----------------------------------
(Exact name of registrant as specified in its charter)
Delaware 25-1570579
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
960 Penn Avenue, Suite 800, Pittsburgh, PA 15222
--------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (412) 391-1896
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Name of Exchange on
Title of Class Which Registered
-------------- -------------------
<S> <C>
Common Stock, par value $.01 American Stock Exchange
</TABLE>
Securities registered pursuant to Section 12(g) of the Act: None
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 the Form 10-K or any amendment to this
Form 10-K. [X]
As of December 1, 1996, 9,874,706 shares of Common Stock were outstanding, and
the aggregate market value of the shares of Common Stock (based upon the
closing price of these shares on the American Stock Exchange) held by
non-affiliates was approximately $37,290,000.
DOCUMENTS INCORPORATED BY REFERENCE:
None
1
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Astrotech International Corporation (the "Company" or "Astrotech"),
the undersigned registrant, hereby amends the following items of its Annual
Report on Form 10-K for the fiscal year ended September 30, 1996, in their
entirety as set forth on the pages attached hereto:
<TABLE>
<CAPTION>
Page Number
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<S> <C> <C>
PART III
Item 10. Directors and Executive Officers 3 - 4
Item 11. Executive Compensation 5 - 6
Item 12. Security Ownership of Certain Beneficial Owners
and Management 7 - 8
Item 13. Certain Relationships and Related Transactions 9
Signature 10
</TABLE>
2
<PAGE> 3
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------
FRED E. BAXTER, JR. Director Since l983
Age: 53
Since September, 1992 Mr. Baxter has been a sole practitioner in his
independent law office. He practiced previously as partner at the law firm of
Grogan, Graffam, McGinley & Lucchino at Three Gateway Center, 22nd Floor,
Pittsburgh, Pennsylvania 15222. Prior to February 1988 Mr. Baxter practiced
with and was the President of the law firm of Gondleman, Baxter, McVerry,
Smith, Yatch & Trimm, P.C., 450 Fifth Avenue, Pittsburgh, Pennsylvania 152l9.
He became associated with that law firm in l972. Since l983, he has been a
director of the Central Blood Bank of Pittsburgh, which is located at 8l2 Fifth
Avenue, Pittsburgh, Pennsylvania 152l9. Mr. Baxter's term expires in 1999.
JOHN HENRY Director Since 1992
Age: 70
Since 1978, Mr. Henry has been President and Vice-Chairman of Sinclair & Rush,
Inc., a plastics manufacturer located in St. Louis, Missouri. From 1967 to
1978, Mr. Henry was a Senior Vice President of Rockwell International
Corporation and served as President of its Admiral Corporation subsidiary. Mr.
Henry serves on the Board of Directors of Sinclair & Rush, Inc., and is a
member of the Board of Trustees of Duquesne University in Pittsburgh,
Pennsylvania. Mr. Henry's term expires in 1998.
ROBERT F. KASTELIC Director Since 1988
Age: 62
Mr. Kastelic is Chairman of Quasitronics, Inc., and President of Xetca, Inc.
(d/b/a X-Mark Industries "X-Mark/CDT"), formerly wholly-owned subsidiaries of
the Company. Quasitronics, Inc. is a designer and manufacturer of computer
peripheral hardware and instrumentation and control systems for industry and is
located at 2ll Vandale Drive, Houston, Pennsylvania l5342. X-Mark is engaged in
the precision fabrication business and is located at 200l N. Main Street,
Washington, Pennsylvania l530l. Mr. Kastelic served as Executive Vice
President, Treasurer and Chief Financial Officer of the Company from July l985
to September l986. Mr.Kastelic's term expires in 1997.
T. RICHARD MATHEWS Director Since 1992
Age: 48
From December 1978 until February 22, 1989, Mr. Mathews was Vice-President and
Secretary of HMT, Suite 350, 4422 F.M. 1960 W., Houston, Texas 77068. From
February 22, 1989, to October 3, 1985, Mr. Mathews served as President and
Chief Operating Officer of HMT. Mr. Mathews was appointed President and Chief
Operating Officer of the Company on October 3, 1995. Mr. Mathews' term expires
in 1999.
3
<PAGE> 4
S. KENT ROCKWELL Director Since 1985
Age: 52
Mr. S. Kent Rockwell has been Chairman of the Company since August l989, Chief
Executive Officer of the Company since August 1987 and President of the Company
from April l988 to October 1995. Mr. Rockwell's term expires in 1997.
ROGER W. THILTGEN Director Since 1989
Age: 44
Mr. Thiltgen served as Vice President - Market Development from March 6, 1992,
to May 9, 1995. Prior thereto, Mr. Thiltgen had provided consulting services
for intellectual property matters and various development projects for the
three-year period ended February 21, 1992. From December 1978 until February
22, 1989, Mr. Thiltgen was President of HMT Inc. Mr. Thiltgen is president of
DIASU Building, Inc. and HMT Investments, Inc., leasing companies. Mr. Thiltgen
is also president of Champion Resources, Inc., an oil and gas and real estate
firm, chairman of G.S. Evans Sales and Manufacturing located in Little Rock,
Arkansas and Tanglewood Resort and Conference Center located in Pottsboro,
Texas. Mr. Thiltgen's term expires in 1998.
Except as otherwise indicated, each director of the Company has held the
principal occupation identified herein for at least five years. All the
directors and executive officers of the Company are citizens of the United
States and Mr. S. Kent Rockwell's business address is at the Company, 960 Penn
Avenue, Suite 800, Pittsburgh, Pennsylvania l5222. Messrs. Thiltgen's and
Mathews' business address is 4422 F.M. l960, Houston, Texas 77068; Mr.
Kastelic's business address is 2001 North Main Street, Washington, Pennsylvania
15301, Mr. Henry's business address is 157 North Drive, Pittsburgh, PA 15238,
and Mr. Baxter's business address is 3445 Babcock Boulevard, Pittsburgh, PA
15237.
Executive Officers:
RAYMOND T. ROYKO Age: 50
Mr. Royko has served as Vice President, Secretary and General Counsel of the
Company since October 1986. From September 1975 to March, 1986 he served as
Secretary and General Counsel of The Union Corporation. From March, 1986
through December, 1986 he served as a consultant to The Union Corporation. The
Union Corporation is principally engaged in financial services and is located
in Greenwich, Connecticut.
EDWARD C. SHERRY, JR. Age: 54
In March 1994, Mr. Sherry was appointed the Company's Vice President of
Corporate Relations. From 1965 to 1980 he held various management positions in
sales, marketing, real estate, finance and public affairs with Exxon Company,
USA. From 1980 to 1987 Mr. Sherry served as General Manager of retail marketing
with Pennzoil Company and from 1987 to 1991, he had general management
responsibility for GW Resources, Inc. a diversified privately-held management
company. Prior to joining the Company he served various clients as a
consultant.
HELEN VARDY GRICKS Age: 34
Ms. Gricks was appointed the Company's Treasurer and Chief Accounting Officer
on May 17, 1994. Prior to her appointment as Treasurer, Ms. Gricks served the
Company as Director, Corporate Accounting from 1989 and prior thereto was
Manager, Consolidation Accounting. Ms. Gricks joined the Company in 1985.
4
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Item 11. EXECUTIVE COMPENSATION
----------------------
The following table summarizes certain information regarding
compensation paid or accrued during each of the Company's last three fiscal
years for those executive officers whose annual compensation exceeded $100,000
during the fiscal year ended September 30, 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
Annual Compensation Awards Payouts
------------------- Other ----------------------------
Name Annual Restricted All Other
and Compen- Stock LTIP Compen-
Principal sation Award(s) Options/ Payouts sation
Position Year Salary Bonus ($) SARs (1) (2)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
S. Kent 1996 $250,000 $100,000 -0- None None None $6,029
Rockwell 1995 $250,000 $100,000 -0- None 15,000 None $7,218
Chairman/ 1994 $250,000 $45,000 -0- None None None $8,109
CEO
T. Richard 1996 $225,000 $75,000 -0- None None None $4,146
Mathews 1995 $210,000 $11,443 -0- None None None $6,930
President(3) 1994 $210,000 -0- -0- None None None $6,930
Raymond 1996 $150,000 $33,000 -0- None None None $5,468
T. Royko 1995 $150,000 $30,000 -0- None 3,000 None $6,750
V.P., 1994 $150,000 $10,000 -0- None None None $6,750
Secretary
and
General
Counsel
</TABLE>
(1) Includes amounts in company contributions accrued during each fiscal
year for each of Messrs. Rockwell, Mathews and Royko pursuant to the
Company's Profit Sharing Plan established under Section 401(k) of the
Internal Revenue Code of 1986, as amended (the "401(k) Plan").
(2) The Company maintains a Split-Dollar Life Insurance Program for S. Kent
Rockwell. Under this Program, Mr. Rockwell is the owner of a life
insurance policy whereby the Company pays the annual premium for this
coverage and Mr. Rockwell has assigned certain rights in the policy to
the Company as collateral insuring that the Company will recover the
full amount of premium paid by the Company from any benefits payable
under the policy.
(3) Mr. Mathews had entered into an employment agreement to act as President
of HMT which commenced on February 22, 1989, the date the Company
acquired HMT. Mr. Mathews received an annual base salary of $210,000 and
for the fiscal year ending September 30, 1996, was entitled to bonus
equal to a percentage of the operating profits of HMT for such fiscal
year. On October 3, 1995, Mr. Mathews was appointed President and Chief
Operating Officer of the Company and his employment agreement with HMT
automatically terminated.
Except as otherwise set forth, the aggregate amount of personal benefits
provided to all current executive officers individually and as a group for the
fiscal year ended September 30, 1996, did not exceed the lesser of $50,000 or
ten percent of the compensation reported in the Cash Compensation Table under
"Executive Compensation."
5
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Stock Options Granted in Fiscal 1996
No grant of stock options to purchase common stock was made to any
executive officer during fiscal 1996. No Stock Appreciation Rights were granted
during fiscal 1996 and none were outstanding at September 30, 1996.
Option Exercises and Fiscal Year End Values
-------------------------------------------
Shown below is information with respect to the unexercised options to
purchase the Company's Common Stock under the Company's Stock Option Plans to
the named officers and held by them at September 30, 1996. None of the named
officers exercised any stock options during fiscal l996.
Aggregated Option/SAR Exercises in Last Fiscal Year and
Fiscal Year End Option Values
-------------------------------------------------------
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options Options at
FY-End (#) FY-End ($)
Shares
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($) Unexercisable Unexercisable (1)
- ---- ------------ ------------ ------------- -----------------
<S> <C> <C> <C> <C>
S. Kent Rockwell None None 67,000/None 187,220/0
T. Richard Mathews None None 15,000/None 60,000/0
Raymond T. Royko None None 39,500/None 87,015/0
</TABLE>
(1) Fiscal year ended September 30, 1996. The average price of the Common Stock
on September 30, 1996, on the American Stock Exchange was $5.25.
Directors Compensation
Directors who are not otherwise compensated as officers or employees
of, nor consultants to, the Company or its subsidiaries are paid a monthly
retainer of $1,000, attendance fees of $500 per Board meeting and $250 for each
Committee meeting, plus out-of-pocket expenses incurred in performing their
duties. Directors who are also consultants are eligible to receive the fees for
attendance at Board and Committee meetings, but not the monthly retainer.
6
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Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
---------------------------------------------------
MANAGEMENT
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As of December 31, 1996, the following persons were the only persons
known by the Company to own beneficially more than five percent of the Common
Stock. Except as indicated, each beneficial owner listed below exercises sole
voting power and sole investment power over the shares beneficially owned.
<TABLE>
<CAPTION>
Name and Address of Number of Shares Percent
Title of Class Beneficial Owner Beneficially Owned of Class
- -------------- ------------------- ------------------ --------
<S> <C> <C> <C>
Common Stock T. Richard Mathews 670,403(1) 6.76%
4422 FM 1960 W.
Suite 350
Houston, TX 77068
Common Stock Roger W. Thiltgen 517,260(2) 5.21%
14650 Champion Forest Dr.
#1801
Houston, TX 77069
Common Stock S. Kent Rockwell 1,452,152(3) 14.57%
407 Landon Gate
Fox Hall
Pittsburgh, PA 15238
Common Stock Irwin Jacobs 1,600,000 16.16%
c/o Jacobs Management
Corporation
100 South Fifth Street
Minneapolis, MN 55402
</TABLE>
(1) Includes 34,877 shares of Common Stock held of record by Mr. Mathews' minor
son as to which Mr. Mathews shares voting and investment power and 15,000
shares of Common Stock which Mr. Mathews has the right to acquire within 60
days pursuant to an option granted under the Company's Stock Incentive
Plan.
(2) Includes 12,690 shares of Common Stock held of record by Mr. Thiltgen's
minor children as to which Mr. Thiltgen shares voting and investment power
and 20,000 shares of Common Stock which Mr. Thiltgen has the right to
acquire within 60 days pursuant to an option granted under the Stock
Incentive Plan and the Non-employee Directors Stock Option Plan.
(3) Includes 1,380,052 shares of Common Stock held of record by Rockwell
Venture Capital, Inc. The sole stockholder of Rockwell Venture Capital,
Inc. is Mr. Rockwell and as such has sole voting and investment power. Also
includes 67,000 shares of Common Stock which Mr. Rockwell has the right to
acquire within 60 days pursuant to options granted under the 1984 Option
Plan and the Stock Incentive Plan.
7
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As of the December 31, 1996, the holdings of the Company's directors,
individually, and all officers and directors as a group were as follows. Except
as indicated, each beneficial owner listed below exercises sole voting power
and sole investment power over the shares beneficially owned.
<TABLE>
<CAPTION>
Shares of Common Stock
Beneficially Owned
as of December 31, 1996 (1)
----------------------------
Name Position Number Percent
---- -------- ------ -------
<S> <C> <C> <C>
S. Kent Rockwell Chairman, Chief Executive
Officer, President and
Treasurer, and Director 1,452,152(2) 14.57%
Fred E. Baxter, Jr. Director 10,540 *
John Henry Director 30,000 *
Robert F. Kastelic Director 12,472(3) *
Roger W. Thiltgen Director 517,260(4) 5.21%
T. Richard Mathews President and Director 670,403(5) 6.76%
Raymond T. Royko Vice President, Secretary
and General Counsel 44,200 *
All directors and
officers as a group
(nine individuals) 2,755,193 27.32%
- -------
</TABLE>
*Less than one percent
(1) The number of shares of Common Stock with respect to S. K. Rockwell, Roger
W. Thiltgen, T. Richard Mathews, Raymond T. Royko and all current directors
and officers as a group include the following number of shares that such
individuals and group, respectively, have the right to acquire pursuant to
stock options within 60 days: 67,000, 20,000, 15,000, 39,500 and 183,666.
(2) Includes 1,380,052 shares of Common Stock held of record by Rockwell
Venture Capital, Inc. ("RVC"). The sole shareholder of RVC is Mr. Rockwell
and as such has sole voting and investment power.
(3) Includes 1,100 shares of Common Stock held by Mr. Kastelic's wife.
(4) Includes 12,690 shares of Common Stock held of record by Mr. Thiltgen's
minor children as to which Mr. Thiltgen shares voting and investment power.
(5) Includes 34,877 shares of Common Stock held of record by Mr. Mathews' minor
son as to which Mr. Mathews shares voting and investment power.
8
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Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
Messrs. Roger W. Thiltgen and T. Richard Mathews have an ownership
interest in DIASU Building Inc. which leases office space to the Company under
agreement providing for monthly rental payments of $9,952. The Company's
management believes that the terms of these leases are no less favorable to the
Company than those which could be obtained from an unaffiliated third party.
On March 1, 1994, the Company acquired all of the Capital Stock of
Brown-Minneapolis Tank & Fabricating Co. ("BMT") from Mr. Irwin Jacobs. The
consideration paid by the Company to Mr. Jacobs was comprised of the following:
(i) $11,515,000 in cash; (ii) 1,600,000 shares of Common Stock; (iii) a
$500,000 unsecured subordinated promissory note; and (iv) contingent annual
cash payments for a period of five years beginning as of October 1, 1993, in an
amount equal to 50% of the BMT Calculated Profit Amount (as defined in the
Stock Purchase Agreement) for each of the fiscal years ended September 30, 1994
through 1998, inclusive; provided, however that in no event shall the aggregate
contingent payments to Mr. Jacobs exceed $9,000,000. For fiscal years 1995 and
1996 this contingent purchase consideration amounted to $424,000 and
$1,355,000, respectively.
9
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Signature
---------
Pursuant to the requirement of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
ASTROTECH INTERNATIONAL CORPORATION
BY: /s/ Raymond T. Royko
------------------------------------
Raymond T. Royko
Vice President and Secretary
Date: January 27, 1997
