U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1996 Commission File Number: 0-18109
Exact name of small business issuer as specified in its charter
BCAM INTERNATIONAL, INC.
State or other jurisdiction of IRS Employer
incorporation or organization: New York Identification No.: 13-3228375
Address of principal executive offices:
1800 Walt Whitman Road,
Melville, New York 11747
(516) 752-3550
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PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS, COMPLIANCE
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WITH SECTION 16(A) OF THE EXCHANGE ACT
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Directors and Executive Officers
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As of April 28, 1997, the directors and executive officers of BCAM
International, Inc. ("the Company") are as follows:
Name Age Position With Company
---- --- ---------------------
Michael Strauss 55 Chairman of the Board of Directors, President,
Chief Executive Officer and Chief Operating Officer
Robert P. Wong 55 Vice Chairman of the Board of Directors, Chief
Technology Officer, Acting Chief Financial Officer
and Treasurer
Norman M. Friedland 49 Secretary
Julian H. Cherubini 61 Director
Joel L. Gold 55 Director
Glenn F. Santmire 55 Director
The Company's directors are elected by the Company's stockholders at each
annual meeting or, in the case of a vacancy, are appointed by the directors then
in office, to serve until the next annual meeting or until their successors are
elected and qualified. Officers are appointed by and serve at the discretion of
the Board of Directors.
Michael Strauss became the Company's President and Chief Operating Officer
effective January 2, 1995 and its Chairman of the Board and Chief Executive
Officer on February 16, 1995. From 1991 to December 31, 1994, Mr. Strauss was
President and Chief Operating Officer of Colorado Prime Corp., a home food
service company providing home delivery of high quality, custom designed food
programs to retail customers. From 1984 to 1991, he was Chairman and Chief
Executive Officer of Capital Credit Corporation, a subsidiary of Union
Corporation, a New York Stock Exchange Company. Capital Credit Corporation
provides receivables management and consumer debt collection services to
corporations in the financial services, telecommunications, health care and
related businesses. On June 18, 1992, Mr. Strauss and his agents and employees
at Capital Credit Corporation consented to a final judgment of permanent
injunction enjoining Mr. Strauss from violating Section 10(b) of the Securities
Exchange Act of 1934 (the "Exchange Act") and Rules 10b-5 and 13b2-1 of Sections
3(a) and 13(b)(2)(A) of the Exchange Act and Rules 12b-20 and 13a-13 promulgated
thereunder. Senior managers at Capital Credit Corporation were also permanently
enjoined as provided above. Prior to his tenure at Union Corporation, Mr.
Strauss was employed by American Express Company in various senior management
positions including Executive Vice President of the Financial Services Division
of Shearson Lehman Brothers, Executive Vice President of Travel Related
Services, and President of American Express Canada, Inc. Mr. Strauss has a BBA
from the City University of New York and an MBA from the Baruch School-City
University of New York.
In February, 1995, Robert Wong was appointed Vice Chairman of the Board and
Chief Technology Officer, after having become a director in February of 1994.
Since September, 1996, Mr. Wong is also serving as Acting Chief Financial
Officer and Treasurer. Previously, from February 1994 through February 1995, Mr.
Wong worked as a representative for the Prudential Insurance Company, and was a
private investor from 1989 to February 1995. Over the previous 27 years, Mr.
Wong was founder and president of several technology companies and president of
several subsidiaries of Coordinated Apparel, Inc. Mr. Wong has an SB in
Electrical Engineering and also an SB in Industrial Management from
Massachusetts Institute of Technology.
In September, 1996, Norman M. Friedland was appointed Corporate Secretary.
Since 1994, Mr. Friedland has been counsel to the law firm of Ruskin, Moscou,
Evans & Faltischek, P.C., the Company's general counsel, and prior to that was
in the private practice of law.
Joel L. Gold was elected a Director in February 1994. In April 1996, Mr.
Gold became Executive Vice President of L.T. Lawrence Co., an investment banking
firm. From April 1995 to April 1996, Mr. Gold was a managing director and head
of investment banking at Fechtor & Detwiler. From 1993 to 1995, Mr. Gold was a
managing director at Furman Selz Incorporated, an investment banking firm. Prior
to joining Furman Selz, from 1991 to 1993, he was a managing director at Bear
Sterns & Co., an investment banking firm. Previously, Mr. Gold was a managing
director at Drexel Burnham Lambert for nineteen years. He is currently a member
of the Board of Directors of MSA Realty Corp., Action Industries, Inc., Concord
Camera, William Greenberg, Jr. Desserts and Cakes, Inc., Sterling Vision, Inc.
and Life Medical Sciences. Mr. Gold has a law degree from New York University
and an MBA from Columbia Business School.
Julian H. Cherubini was elected a director in April 1995. Mr. Cherubini is
the President and Chief Executive Officer of AliMed, Inc., a company that
manufactures and distributes a broad range of products for orthopedic
rehabilitation, diagnostic imaging, operating rooms, occupational medicine and
ergonomics. Mr. Cherubini founded AliMed, Inc. in 1970 and has served as its
President and Chief Executive Officer since its inception. Mr. Cherubini holds a
BS Degree in Metallurgy from the Massachusetts Institute of Technology and a
Masters Degree in Materials and Radiochemistry from the University of Texas at
Oak Ridge.
Glenn F. Santmire was appointed a director in October 1995. Since 1995 he
has been employed by Unisys Corporation as Group Vice President of the Worldwide
Services-Market Sector Group. From 1994 to 1995 he was President of GFS
Associates, Inc., a consulting firm which he founded. From 1992 to 1994 Mr.
Santmire was a Senior Vice President at Mastercard International and from 1990
to 1992 he was President of Enhanced Telephone Services, Inc., a subsidiary of
Citibank. Mr. Santmire possesses both a BA and an MBA degree from New York
University as well as a law degree from George Washington University School of
Law.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
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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 (collectively, the "Reporting
Persons"), to file reports of ownership and changes in ownership with the
Securities and Exchange Commission and to furnish the Company with copies of
these reports. Based solely on the Company's review of the copies of such forms
received by it during the Company's fiscal year ended December 31, 1996, the
Company believes that the Reporting Persons complied with all filing
requirements applicable to them.
ITEM 10. EXECUTIVE COMPENSATION
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Executive Compensation
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The table set forth below shows information concerning the compensation for
services in all capacities during the years indicated paid to or earned by (i)
the Company's Chief Executive Officer and (ii) each executive officer of the
Company (other than the Chief Executive) whose annual compensation exceeded
$100,000 during 1996.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Annual Compensation Compensation Awards
Other Annual All Other
Name and Principal Position Year Salary Bonus Compensation Options Compensation
($) ($) ($) (#) ($)
- --------------------------- ---- --- --- --- --- -------------
<S> <C> <C> <C> <C> <C> <C>
Michael Strauss (1) 1996 $200,000 - $8,280 - -
Chairman, President, 1995 $200,000 - $7,743 1,000,000 -
Chief Executive Officer and 1994 - - - - -
Chief Operating Officer
Robert Wong (2) 1996 $102,000 - $6,000 - -
Vice Chairman, 1995 $ 87,000 - $2,000 492,500 -
Chief Technology Officer and 1994 - - - 7,500 -
Acting Chief Financial Officer
(1) Mr. Strauss became employed by the Company as its President and Chief
Operating Officer on January 2, 1995 at an annual salary of $200,000. He
subsequently became Chairman and Chief Executive Officer with no additional
compensation on February 16, 1995.
(2) Mr. Wong was elected a Director in February 1994. He became employed by the
Company as its Chief Technology Officer, and was appointed Vice Chairman, on
February 16, 1995 at an annual salary of $102,000.
</TABLE>
Employment Agreement - Michael Strauss
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Mr. Michael Strauss became the President and Chief Operating Officer of the
Company effective January 2, 1995 pursuant to an employment agreement dated
October 13, 1994. On February 16, 1995 the employment agreement was amended to
employ Mr. Strauss as the Chief Executive Officer of the Company and Chairman of
the Board of Directors. The Company is currently negotiating a new employment
agreement with Mr. Strauss to replace the amended employment agreement, which
expired on January 2, 1997. Mr. Strauss receives a base salary at a rate of
$200,000 per annum. Mr. Strauss received, on January 3, 1995, options to
purchase 300,000 shares at an exercise price of $1.0313, on February 16, 1995,
options to purchase 200,000 shares at an exercise price of $0.9219, and, on July
3, 1995, options to purchase 500,000 shares at an exercise price of $1.04069.
Mr. Strauss is also entitled to participate in the Company's benefit plans and
to receive an allowance for the cost of an automobile.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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The following table sets forth information as of April 28, 1997, based on
information obtained from the records of the Company with respect to the
beneficial ownership of shares of Common Stock of the Company by (i) each person
known by the Company to be owners of more than five percent of the outstanding
shares of Common Stock, (ii) each director and nominee and certain executive
officers, and (iii) all officers and directors as a group.
Common Stock
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Amount and Nature Percentage of
Name and Address of of Beneficial Common Stock
Beneficial Owner Ownership (3) Owned
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Kirr, Marbach & Company LLC (1) 2,042,500 (4) 12.8%
Michael Strauss (2) 425,000 (5) 2.7%
Robert P. Wong (2) 211,875 (6) 1.3%
Norman M. Friedland (2) 0 *
Joel L. Gold (2) 107,500 (7) *
Julian H. Cherubini (2) 25,000 (8) *
Glenn F. Santmire (2) 17,500 (9) *
All officers and directors 786,875 (5,6,7,8,9) 4.9%
as a group (6 persons)
1 Beneficial owner of more than five percent of the outstanding shares of
Common Stock whose address is 621 Washington Street, Columbus, IN 47201.
2 All addresses are c/o BCAM International, Inc., 1800 Walt Whitman Road,
Melville, New York 11747.
3 The Company believes that all persons named in the table have sole voting
and investment power with respect to all shares of Common Stock
beneficially owned by them.
4 Includes warrants to purchase 770,000 shares of Common Stock exercisable
within 60 days of the date hereof
5 Includes options to purchase 425,000 shares of Common Stock exercisable
within 60 days of the date hereof. Does not include options to purchase
575,000 shares of Common Stock not exercisable within 60 days of the date
hereof.
6 Includes options to purchase 211,875 shares of Common Stock exercisable
within 60 days of the date hereof. Does not include options to purchase
288,125 shares of Common Stock not exercisable within 60 days of the date
hereof.
7 Includes options to purchase 57,500 shares of Common Stock exercisable
within 60 days of the date hereof.
8 Includes options to purchase 25,000 shares of Common Stock exercisable
within 60 days of the date hereof.
9 Includes options to purchase 17,500 shares of Common Stock exercisable
within 60 days of the date hereof. Does not include options to purchase
7,500 shares of Common Stock not exercisable within 60 days of the date
hereof.
* less than 1%
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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None.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned, thereto
duly authorized.
BCAM International, Inc.
By: /s/ Michael Strauss
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Michael Strauss
Chairman of the Board of Directors
Chief Executive Officer
(Principal Executive Officer)
Date: April 29,1997
By: /s/ Robert P. Wong
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Robert P. Wong
Vice Chairman,
Chief Technology Officer and
Acting Chief Financial Officer
(Acting Principal Accounting Officer)
Date: April 29, 1997
