UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A-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, 1997
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 1-4184
MATEC Corporation
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 06-0737363
- --------------------------------- ----------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
75 South St., Hopkinton, Massachusetts 01748
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (508) 435-9039
Securities registered pursuant to Section 12 (b) of the Act:
Title of each class: Name of each Exchange on which registered:
- -------------------- ------------------------------------------
Common Stock American Stock Exchange
$.05 par value
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 (Sec.229.405 of this
chapter) 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:
$5,715,468 (computed by reference to the last sales price of
such common stock on March 23, 1998 as reported in the American
Stock Exchange consolidated trading index).
Number of shares of common stock outstanding at March 23, 1998:
2,733,631
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT.
- -------- -----------------------------------------------
The following table sets forth certain information
furnished to the Registrant regarding the persons who are
directors of the Registrant:
Year
First
Principal Occupation Elected
Name of Director for Past Five Years Director Age
- ---------------- -------------------- -------- ---
Eli Fleisher(d) Investor since 1977 70
prior to 1993.
Robert B. Gill(a) Investor since August 5, 1983 56
1997; President of
Bergen Cable
Technologies, Inc., a
subsidiary of
Registrant from April
28, 1997 to August 5,
1997; President and
Chief Executive
Officer of the
Registrant from prior
to 1993 to April 28,
1997.
Lawrence Holsborg(b)(c)(d) Investor since 1986 64
prior to 1993.
John J. McArdle III(a)(b)(c) Employee of Prime 1992 48
Capital Group
(financial
consultants) since
prior to 1993;
President of RSC
Realty Corporation (a
subsidiary of the
Registrant) since
prior to 1993 and
Secretary of the
Registrant since prior
to 1993; Chief
Executive Officer of
MetroWest Bank since
January 1993;
President of MetroWest
Bank from January 1993
to April 1998.
Robert W. Muir, Jr.(a)(d) Vice President Corporate 1996 49
Development, Thomas &
Betts Electrical Supply
since October 1997; CEO
and President of
Diamond Communication
Products Inc.
(manufacturer of
poleline hardware)
from prior to 1993 to
July, 1997.
Joseph W. Tiberio(a)(b) President, Century 1986 76
Manufacturing Co.,
Inc. (metal stamping)
since prior to 1993;
President Ty-Wood
Corporation (metal
fabrication) since
prior to 1993.
Ted Valpey, Jr. (a)(c) Investor; Chairman of 1980 65
the Registrant since
prior to 1992 and
Chief Executive
Officer of the
Registrant from prior
to 1993 to December
21, 1993 and since
April 28, 1997.
______________________________
(a) Member of the Executive Committee
(b) Member of the Audit Committee
(c) Member of the Nominating Committee
(d) Member of the Stock Option-Compensation
Committee.
Each of the above individuals was elected a
director at the last Annual Meeting of Stockholders to hold
office until the next Annual Meeting and until his successor
is elected and qualified and each has served continuously
since the year he was first elected.
<PAGE>
Except as set forth below none of the directors or
nominees is a director of any company (other than the
Registrant) which is subject to the reporting requirements
of the Securities Exchange Act of 1934 or which is a
registered investment company under the Investment Company
Act of 1940.
Name of
Director Director of
-------- -----------
John J. McArdle III MetroWest Bank
Ted Valpey, Jr. MetroWest Bank
ITEM 11. EXECUTIVE COMPENSATION.
- -------- -----------------------
The Summary Compensation Table below sets forth compensation
information for each of the Registrant's last three fiscal
years for the CEO and the other executive officers whose
total annual salary for such fiscal year exceeded $100,000.
SUMMARY COMPENSATION TABLE
Annual Compensation(1)(2)
-------------------------
Name and
Principal All Other
Position Year Salary Bonus Compensation(3)
- -------- ---- ------ ----- ---------------
Ted Valpey, Jr. 1997 $80,000 $25,000 $ 2,531
(CEO and 1996 80,000 -- 2,446
President since 1995 80,000 -- 2,438
April 28, 1997,
and Chairman)
Robert B. Gill 1997 132,980 -- 130,656
(CEO and 1996 200,000 -- 4,500
President until 1995 200,000 25,000 4,500
April 28, 1997)
Michael J. Kroll 1997 111,500 15,000 3,741
(Vice President 1996 111,500 -- 3,532
and Treasurer) 1995 111,500 -- 3,532
______________________________
<PAGE>
(1) For 1996 and 1995 the Registrant maintained a Management
Incentive Plan (the "Incentive Plan") which provides cash
payments to key managers of the Registrant based on the
achievement of defined profit objectives by various
operating units and other transaction and performance-
oriented goals. The Registrant paid no amounts to any of
the named officers pursuant to the Incentive Plan in 1996
or 1995.
(2) The above table does not include any amounts for personal
benefits because, in any individual case, such amounts do
not exceed the lesser of $50,000 or 10% of such
individual's cash compensation.
(3) Represents amounts allocated under the Registrant's Profit
Sharing and Savings Plan.
(4) Mr. Valpey was elected CEO on April 28, 1998. He served as
Chairman of the Registrant for 1995, 1996 and 1997. The
amounts set forth in the table with respect to 1997
includes all amounts paid to Mr. Valpey as compensation for
1997. The Registrant reimburses, and has reimbursed since
prior to January 1, 1995, Mr. Valpey at the rate of $4,000
per month for office, secretarial and other business
expenses.
(5) Mr. Gill ceased to be CEO on April 28, 1997. The amounts
set forth in the table and the heading "All Other
Compensation" include payments in 1997 of $66,667 in
connection with Mr. Gill's termination of employment,
$60,000 paid in cancellation of options to purchase 120,000
shares of Common Stock, and $3,989 allocated under
Registrant's Profit Sharing and Savings Plan. See ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS below.
OPTION TABLE
The following table sets forth the fiscal year-
end option values with respect to the named officers. No
stock options were exercised by or granted to the named
officers during 1997.
<PAGE>
December 31, 1997
-----------------
Option Values(1)
-------------
Number of Securities Values of Unexercised
Underlying Unexercised In-the-Money Options at
Options at 12/31/97 12/31/97(1)
---------------------- -----------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
Ted Valpey, Jr. -- -- -- --
Robert B. Gill -- -- -- --
Michael J. Kroll 1,500 1,000 -0- -0-
______________________________
(1) The fair market value of the Registrant's Common
Stock at December 31, 1997 was $4.125 per share. The
exercise price of all exercisable and unexercisable
options to purchase shares held by Mr. Kroll were
equal to or in excess of such fair market value.
DIRECTORS COMPENSATION
Each outside director is paid an annual director's fee
of $1,000 plus $500 for each meeting of the Board of Directors
attended. Each outside director who is a member of a Committee
is paid $500 for each Committee meeting attended and not held
on the same day as a meeting of the Board of Directors. For
Committee meetings held on the same day as meetings of the Board
of Directors, each outside director is paid for attendance at
the rate of $250 per Committee meeting.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Ted Valpey, Jr. serves on the Compensation Committee
of MetroWest Bank, of which Mr. McArdle is Chief Executive
Officer.
Lawrence Holsborg was President of Matec Fiberoptics
Inc., a subsidiary of the Registrant, prior to 1989.
<PAGE>
Robert W. Muir, Jr. owns 27.12% of entities which on
April 15, 1998 acquired substantially all the assets of
Registrant's subsidiary Bergen Cable Technologies, Inc. for a
purchase price consisting of $7,500,000 cash, a subordinated
promissory note in the principal amount of $1,250,000, a 10%
stock and membership interest in the acquiring entities and
assumption of certain liabilities including trade payables.
Registrant received an opinion from O'Conor, Wright Wyman, Inc.
that the consideration received by Registrant's subsidiary was
fair to the stockholders of Registrant from a financial point of
view. See ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
Set forth in the table below is information concerning
the ownership as of April 17, 1998 of the Common Stock of the
Registrant by persons who, to the knowledge of the Board of
Directors, own more than 5% of the outstanding shares of Common
Stock of the Registrant. The table also shows information
concerning beneficial ownership by all other directors, by each
of the executive officers of the Registrant and by all directors
and executive officers as a group. Unless otherwise indicated,
the beneficial owners have sole voting and investment power with
respect to the shares beneficially owned.
Name and Address Amount Beneficially Percentage
of Beneficial Owner Owned of Class
- ------------------- ------------------- ----------
Dimensional Fund 149,000(1) 5.5%
Advisors Inc.
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
John J. McArdle III 187,962(2)(3) 6.9%
MetroWest Bank
15 Park Street
Framingham, MA 01701
<PAGE>
Mary R. and 207,400 7.6%
Emile Vaccari
508 40th Street
Union City, NJ 07087
Robert W. Valpey 204,403(2)(4) 7.5%
Route 25
Box 249
Center Harbor, NH 03226
Ted Valpey, Jr. 727,935(5) 26.6%
P.O. Box 4100
Portsmouth, NH 03801
Other Directors and
Executive Officers
- -------------------
Eli Fleisher 87,000(6) 3.2%
Robert B. Gill 121,300(7) 4.4%
Lawrence Holsborg 114,267 4.2%
Robert W. Muir, Jr. 8,000 less than 1%
Joseph W. Tiberio 25,000 less than 1%
Michael J. Kroll 15,300(8)(9) less than 1%
Directors and Executive 1,286,764(2)(3)(5)-(9) 47.1%
Officers as a Group
(consisting of
8 individuals)
______________________________
(1) Dimensional Fund Advisors Inc., a registered investment
advisor, is deemed to have beneficial ownership of 149,000
shares of Common Stock of the Registrant as of December 31,
1997, 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 Participating Group Trust, investment
vehicles for qualified employee benefit plans, all of which
Dimensional Fund Advisors Inc. serves as investment
manager. Dimensional Fund Advisors Inc. disclaims
beneficial ownership of all such shares.
(2) Includes 100,000 shares, as to which each of Mr. Robert
Valpey and Mr. McArdle disclaims beneficial ownership, held
by a trust of which each is one of two trustees.
<PAGE>
(3) Includes 25,750 shares owned by Mr. McArdle's wife as to
which he disclaims beneficial ownership.
(4) Includes 2,900 shares owned by Mr. Robert Valpey's wife as
to which he disclaims beneficial ownership and 1,000 shares
jointly owned by Mr. Valpey's wife.
(5) 300,000 of such shares are pledged as collateral to a bank
to secure certain indebtedness of Mr. Ted Valpey, Jr.
(6) Includes 1,500 shares owned by Mr. Fleisher's wife as to
which he disclaims beneficial ownership.
(7) Includes 64,300 shares jointly owned by Mr. Gill's wife and
deposited as collateral by Mr. & Mrs. Gill in a joint
margin account maintained by them with a registered broker-
dealer.
(8) Includes 8,700 shares jointly owned by Mr. Kroll's wife.
(9) Includes 1,500 shares issuable upon exercise of currently
exercisable stock options.
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Robert B. Gill, a director of the Registrant ceased to
be President and Chief Executive Officer of the Registrant on
April 28, 1997. For the period April 28, 1997 until August 5,
1997 he was President of the Registrant's wholly owned
subsidiary Bergen Cable Technologies, Inc. Pursuant to a
Separation Agreement between the Registrant and Mr. Gill, Mr.
Gill's employment by the Registrant terminated on August 5,
1997. In connection with such termination, the Registrant paid
Mr. Gill $100,000 in six equal monthly installments. All such
termination payments paid in 1997 are included in the Summary
Compensation Table set forth above in ITEM 11. EXECUTIVE
COMPENSATION. In addition, the Registrant paid Mr. Gill $60,000
for cancellation of options to purchase 120,000 shares of Common
Stock of the Registrant.
On April 15, 1998, the Registrant sold substantially
all the assets, excluding real property and plant, of its wholly
owned subsidiary, Bergen Cable Technologies, Inc. to a newly
created corporation of which Robert W. Muir, Jr., a director of
the Registrant, owns 27.12% of the outstanding capital stock.
The real property and plant were sold to a New Jersey limited
liability company of which Mr. Muir owns a 27.12% member's
interest. The purchase price received by the Registrant
consisted of $7,500,000, a subordinated promissory note in the
principal amount of $1,250,000, a 10% stock and membership
interest in the acquiring entities and assumption of certain
liabilities including trade payables. Because of Mr. Muir's
interest in the transaction the Registrant retained the firm of
O'Conor Wright Wyman, Inc. to evaluate the fairness of the
transaction to the stockholders of the Registrant from a
financial point of view. O'Conor Wright Wyman, Inc. gave their
opinion that the consideration received was fair to the
stockholders of the Registrant from a financial point of view.
The transaction was unanimously approved by all directors of the
Registrant except Mr. Muir who did not vote on approval of the
transaction.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange
Act, the Registrant has caused this amendment to the Report to
be signed on its behalf by the undersigned, thereunto duly
authorized.
MATEC CORPORATION
(Registrant)
Dated: April 29, 1998 By: /s/ Michael J. Kroll
--------------------
Michael J. Kroll
Vice President & Treasurer
