UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended September 28, 1996 or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission file number 0-17885
BEI ELECTRONICS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 71-0455756
- ------------------------------- -----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Post Street, Suite 2500
San Francisco, California 94104
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(Address of principal executive offices) (Zip code)
(415) 956-4477
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
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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
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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 proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[ ]
The approximate aggregate market value of the voting stock held by
non-affiliates of the Registrant as of November 29, 1996 was $59,704,975 (A). As
of November 29, 1996, 6,985,629 shares of Registrant's Common Stock, excluding
stock held in Treasury, were outstanding.
(A) Based upon the closing sale price of the Common Stock on November 29, 1996
as reported on the NASDAQ National Market System. Excludes 1,557,904 shares of
Common Stock held by directors, executive officers and stockholders whose
ownership exceeds ten percent of Common Stock outstanding on November 29, 1996.
Exclusion of shares held by any person should not be construed to indicate that
such person possesses the power, direct or indirect, to direct or cause the
direction of the management or policies of Registrant, or that such person is
controlled by or under common control with Registrant.
DOCUMENTS INCORPORATED BY REFERENCE
Registrant's Proxy Statement with respect to its 1997 Annual Meeting of
Stockholders to be filed with the Securities and Exchange Commission is
incorporated by reference into Part III, Item 10 of this Report.
<PAGE>
ITEM III
PART 10. EXECUTIVE OFFICERS AND DIRECTORS OF THE COMPANY
The executive officers and directors of the Company and their ages as of
December 1, 1996 are as follows:
Name Age Position
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Charles Crocker 57 President, Chief Executive Officer &
Chairman of the Board of Directors
Gary D. Wrench 63 Senior Vice President, Chief
Financial Officer & Director
Dr. Asad M. Madni 49 President, BEI Sensors & Systems
Company, Inc.
Dr. Lawrence A. Wan 58 Vice President of Corporate Technology
Robert R. Corr 50 Secretary, Treasurer & Controller
Richard M. Brooks (1) (2) 68 Director
George S. Brown (2) 75 Director
C. Joseph Giroir, Jr. (1) (2) 57 Director
William G. Howard, Jr. (1) 55 Director
Peter G. Paraskos (1) 68 Director
- -----------------------------------------------------------------------------
(1) Member of the Audit Committee
(2) Member of the Compensation Committee
Mr. Crocker, a founder of the Company, has served as Chairman of the Board of
Directors of the Company since October 1974. Mr. Crocker assumed the positions
of President and Chief Executive Officer, effective October 1, 1995, following
the retirement of Mr. Paraskos. Mr. Crocker served as President of Crocker
Capital Corporation (a Small Business Investment Company), from 1970 to 1985,
and as General Partner of Crocker Associates, a venture capital investment
partnership, from 1970 to 1990. He currently serves as a director of Fiduciary
Trust Company International, Superconductor Technologies, Inc., Pope & Talbot,
Inc. and KeraVision. Mr. Crocker holds a B.S. from Stanford University and an
M.B.A. from the University of California, Berkeley.
Mr. Wrench has served as Senior Vice President and Chief Financial Officer of
the Company since July 1993 and as a Director of the Company since February
1986. From April 1985 to July 1993, he served as Vice President of the Company
and President and Chief Executive Officer of BEI Motion Systems Company, then a
wholly owned subsidiary of the Company that is now a part of BEI Sensors &
Systems Company. Other experience includes twenty years with Hughes Aircraft
Company including an assignment as President of Spectrolab, Inc., a Hughes
subsidiary. Mr. Wrench holds a B.A. from Pomona College and an M.B.A. from the
University of California, Los Angeles.
Dr. Madni was appointed President of BEI Sensors & Systems Company, Inc. in
October, 1993, which was formed by the consolidation of BEI Motion Systems
Company and the BEI Sensors and Controls Group of which Dr. Madni was President
since October, 1992. Prior to joining BEI in 1992, he served in various
executive and technical management positions with Systron Donner Corporation
since 1975. He was most recently Chairman, President and CEO of Systron Donner
Corporation, a subsidiary of Thorn/EMI. Dr. Madni's degrees include a Bachelor
of Science and Master of Science in Engineering from the University of
California, Los Angeles and a Ph.D. in Engineering from California Coast
University.
Dr. Wan was appointed Vice President, Corporate Technology for the Company in
April 1991. From 1984 until 1990, Dr. Wan served as Vice President, Engineering
for Systron Donner Corporation. Between 1979 and 1984, he held various technical
and general management positions with Systron Donner Corporation. From 1968 to
1979, he served as Chief Executive Officer for Sycom, Inc. a commercial
electronics company which he founded. From 1964 to 1968, he worked for Hughes
Aircraft Company, where he headed the Radar Systems Section of the Hughes Ground
Systems Group. In 1962, Dr. Wan and two other professors established an
Engineering School at University of California, Santa Barbara, where he also
taught Engineering. Dr. Wan has a B.S., M.S. and Ph.D in Engineering and Applied
Sciences from Yale University.
14
<PAGE>
Mr. Corr was named Secretary of the Company in February 1995 and has served as
Controller since November 1989 and Treasurer since November 1987. From 1978 to
1987, he was employed by AMPEX Corporation, an electronics and magnetic media
company, in various financial positions. From 1975 to 1978, he was an Auditor
for Arthur Andersen & Co. Mr. Corr received a B.B.A. from Loyola University and
is a Certified Public Accountant in the State of California.
Mr. Brooks has been a director of the Company since November 1987. He is
currently an independent financial consultant. From 1987 to 1990, he served as
President of SFA Management Corporation, the managing general partner of St.
Francis Associates, an investment partnership. He currently serves as a director
of Longs Drug Store Corporation, Granite Construction Incorporated and the
Western Farm Credit Bank, a private company. Mr. Brooks holds a B.S. from Yale
University and an M.B.A. from the University of California, Berkeley.
Mr. Brown, a founder of the Company, has served as a director of the Company
since October 1974. Mr. Brown served as President and Chief Executive Officer of
the Company from October 1974, until his retirement from that position in July
1990, when he became a consultant to the Company. Prior to founding the Company,
Mr. Brown served from 1971 until 1974 as Executive Vice President and General
Manager of Baldwin Electronics, Inc., a subsidiary of D.H. Baldwin Company and
the predecessor of the Company. Mr. Brown holds a B.S.E.E. from the University
of Oklahoma.
Mr. Giroir has served as a director of the Company since 1978. He served as the
Secretary of the Company from 1974 to early 1995. He is currently a member of
the law firm of Giroir & Gregory, a Professional Association. From 1965 to 1988,
Mr. Giroir was a member of Rose Law Firm, a Professional Association. Both law
firms have rendered services to the Company. Mr. Giroir holds a B.A. and an
L.L.B. from the University of Arkansas and an L.L.M. from Georgetown University.
Dr. Howard has been a director of the Company since December 1992. He is
currently an independent consulting engineer in microelectronics and
technology-based business planning. From 1987 to 1990, Dr. Howard served as
Senior Fellow of the National Academy of Engineering and, prior to that time,
held various technical and management positions with Motorola, Inc., most
recently as Senior Vice President and Director of Research and Development. Dr.
Howard holds a B.E.E. and an M.S. from Cornell University and a Ph.D. in
electrical engineering and computer sciences from the University of California,
Berkeley. He is a member of the National Academy of Engineering and a fellow of
the Institute of Electrical and Electronics Engineers and of the American
Association for the Advancement of Science.
Mr. Paraskos retired as President and Chief Executive Officer of the Company
effective October 1, 1995. He remains a Director of the Company and also serves
on the Board of Directors of the Company's Defense Systems subsidiary. Mr.
Paraskos served as President, Chief Executive Officer and a Director of the
Company from July 1990. Mr. Paraskos joined BEI in connection with the Company's
acquisition from Thorn EMI of substantially all the assets of four of the six
divisions of the Systron Donner Corporation. From 1986 to 1990, Mr. Paraskos
served as President and Chief Executive Officer of the Systron Donner
Corporation, a manufacturer of avionics and aerospace sensors and subsystems,
and served in positions as Executive Vice President and Chief Operating Officer
and in general management from 1983 to 1986. Mr. Paraskos holds two degrees in
Engineering from Columbia University and has served in the Marine Corps as an
infantry officer, fighter pilot and test pilot. He is a member of the Board of
Nominations of the Aviation Hall of Fame and a life member of the Society of
Experimental Test Pilots.
The Company has a classified Board of Directors, which may have the effect of
deterring hostile takeovers or delaying changes in control or management of the
Company. For purposes of determining their term of office, directors are divided
into three classes, with the term of office of the first class to expire at the
1997 annual meeting of stockholders, and the term of office of the second class
to expire at the 1998 annual meeting of stockholders and the term of office of
the third class to expire at the 1999 annual meeting of stockholders. Class I
consists of Mr. Brooks, Mr. Howard, and Mr. Paraskos; Class II consists of Mr.
Crocker and Mr. Brown; and Class III consists of Mr. Giroir and Mr. Wrench.
Directors elected to succeed those directors whose term expires will be elected
for a three year term of office. All directors hold office until the next annual
meeting of stockholders, at which their term expires, and until their successors
have been duly elected and qualified. Executive officers serve at the discretion
of the Board. There are no family relationships among any of the officers and
directors.
15
<PAGE>
<TABLE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
<CAPTION>
Signature Title Date
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<S> <C> <C>
/S/ Robert R. Corr Secretary, Treasurer, Controller January 24, 1997
- -------------------------------------- and Principal Accounting Officer
(Robert R. Corr)
</TABLE>
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