<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KA/1
(MARK ONE)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-17458
WRP CORPORATION
---------------
(Exact name of registrant as specified in its charter)
MARYLAND 73-1326131
-------- ----------
(State of incorporation) (I.R.S. employer identification no.)
500 PARK BOULEVARD, SUITE 1260 60143
ITASCA, IL -----
---------- (Zip Code)
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (630) 285-9191
-------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
- ------------------- -------------------
Common Stock, par value $0.01 per share 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 this Form 10-K or any
amendment to this Form 10-K. [X]
Aggregate market value of voting stock held by non-affiliates of the
Registrant, based upon the closing sale price of the stock as reported on Nasdaq
on March 29, 2000: $5,950,673.
At March 29, 2000, 5,673,692 shares of the Registrant's Common Stock and
1,252,538 shares of Series A Common Stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Not applicable.
<PAGE> 2
ITEM 11. EXECUTIVE COMPENSATION
The following table discloses the compensation awarded to or earned by
the President, who is the only executive officer whose aggregate annual salary
and bonus exceeded $100,000 during our last three fiscal years:
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
------------------- --------------------------
Name and Other Annual Restricted Stock Stock
Principal Position Fiscal Year Salary Bonus Compensation Awards ($)(1) Options
- ------------------ ----------- ------ ----- ------------ ---------------- -------
<S> <C> <C> <C> <C> <C> <C>
Edward J. Marteka 1999 $200,000 $ 20,000 $7,200 - -
President 1998 $200,000 $100,000 $7,200 $315,625 50,000
1997 $160,000 $ 26,667 $7,200 $ 18,300 5,000
</TABLE>
(1) These values represent the number of stock options issued to the President
multiplied by the grant price, which was equal to the fair market value on the
grant date. No gain or cash was received by the President as a result of the
issuance of these stock options.
There is no other long-term compensation for the executive listed above in
1997 through 1999.
EMPLOYMENT AGREEMENTS
On April 1, 1994, we entered into an employment agreement with Edward
J. Marteka (the "Marteka Agreement"). The Marteka Agreement, as amended on June
30, 1995 and on July 22, 1996, provides for: (i) Mr. Marteka to serve as our
President (since May 31, 1995) and AHPC; (ii) a base salary; (iii) non-qualified
stock options to purchase 35,000 shares of Common Stock under the Plan, 5,000
shares exercisable commencing April 1, 1994, 20,000 shares April 1, 1995 and
10,000 shares April 1, 1996 at an exercise price of $11.875, the closing price
of the Common Stock as reported on the Nasdaq SmallCap Market on the day the
options were granted by the Compensation Committee; and (iv) life and medical
insurance, automobile allowance and other additional customary benefits. The
amended Marteka Agreement also granted to Mr. Marteka additional non-qualified
stock options to purchase 14,000 shares of Common Stock, 7,000 shares
exercisable commencing July 21, 1995 and 7,000 shares July 21, 1996, at an
exercise price of $7.80, the closing price of Common Stock as reported on the
Nasdaq SmallCap Market on the day the options were granted by the Compensation
Committee. Mr. Marteka also received options to purchase 1,000 shares of our
Common Stock upon his appointment as Class A Director in 1995.
As approved by the Compensation Committee, all of Mr. Marteka's options
outstanding in 1996 were repriced effective July 23, 1996 to $2.75, the closing
price on that date. During 1998, Mr. Marteka's base salary was increased to
$200,000 per year effective January 1, 1998 as approved by the Compensation
Committee.
OPTION GRANTS IN FISCAL 1999
During 1999, there were no stock options granted to the president of
the Company.
On July 12, 1998, we issued options under our Omnibus Equity
Compensation Plan to certain employees and directors to purchase 359,000 shares
of our Common Stock at an exercise price of $6.3125 per share, the closing price
of the Common Stock as reported on NASDAQ on the date the options were granted
by the Compensation Committee. The options are exercisable for ten years from
the date of grant.
As approved by the Board of Directors, all outstanding stock options at
February 29, 2000 to current employees and directors were re-priced effective
February 29, 2000 to $2.07, the
1
<PAGE> 3
closing price on that date.
AGGREGATE OPTION EXERCISES IN FISCAL 1999 AND FISCAL YEAR-END OPTION VALUES
The following table provides information on option exercises in fiscal
1999 by the executive officer named in the summary compensation table and the
value of such officer's unexercised stock options as of December 31, 1999.
<TABLE>
<CAPTION>
Number of Unexercised Value of In-the-Money
Shares Value Options at 12/31/99 Options at 12/31/99
Acquired on Realized --------------------------- ----------------------------
Exercise(#) ($) Exercisable Unexercisable Exercisable Unexercisable
----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Edward J. Marteka 0 $ - 0 - 101,000 - 0 - $ - 0 - $ - 0 -
</TABLE>
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE
COMPENSATION
The Compensation Committee of the Board of Directors is currently
comprised of the following four (4) Class A Directors: Kamaruddin Taib, Richard
Wong, George Jeff Mennen and Richard Swanson, each of whom were appointed by the
Board of Directors. The Committee oversees administration of our Omnibus Equity
Compensation Plan. The purpose of the Plan is to attract and retain capable and
experienced officers and employees by compensating them with equity-based awards
whose value is connected to our continued growth and profitability. Under the
Plan, awards may be made in the form of stock options or restricted stock. In
general, we compensate executive officers and senior management through salary,
bonus (where appropriate) and the grant of stock options. During fiscal 1999,
all action of the Compensation Committee was made during the one meeting held in
1999 or was taken by the Committee by unanimous written consent without a
meeting.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Kamaruddin Taib, Richard Wong, and Kwong Ann Lew are executive
directors and officers of WRP Asia. Accordingly, these members should not be
considered as independent Directors when serving on the Board of Directors, the
Compensation Committee, nor the Audit Committee.
2
<PAGE> 4
STOCK PERFORMANCE CHART
The following graph compares the yearly percentage change in the
cumulative total shareholder return on our Common Stock for each of our last
five fiscal years with the cumulative total return (assuming reinvestment of
dividends) of (i) the NYSE/AMEX/Nasdaq Stock Market - U.S. Index and (ii) a peer
group selected by us, in good faith. The peer group consists of American Shared
Hospital Services, Daxor Corp., DVI, Inc., Hemacare Corp., Medical Sterilization
Inc., National Home Health Care Inc., Prime Medical Services Inc. and Psicor
Inc.
[LINE GRAPH]
* $100 invested on December 31, 1994 in stock or Index - including
reinvestment of dividends. Fiscal year ending December 31.
CUMULATIVE TOTAL RETURN
<TABLE>
<CAPTION>
12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
<S> <C> <C> <C> <C> <C> <C>
WRP Corporation 100 23.1 22.1 23.8 35.0 12.3
NYSE/AMEX/Nasdaq Stock 100 136.3 165.3 216.4 267.2 333.5
Peer Group 100 166.6 189.6 226.2 177.8 176.4
</TABLE>
3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to its Form
10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
REGISTRANT:
WRP CORPORATION
Date: April 14, 2000 By: /s/ Edward J. Marteka
--------------------------------
Edward J. Marteka, President
4
