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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A-1
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[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 ACT OF
1934 [NO FEE REQUIRED]
Commission File Number: 0-27986
ITEQ, INC.
(exact name of registrant as specified in its charter)
DELAWARE 41-1667001
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
2727 ALLEN PARKWAY, SUITE 760
HOUSTON, TEXAS 77019
(Address of principal executive offices, including zip code)
(713) 285-2700
(Registrant's telephone number, including area code)
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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
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COMMON STOCK, $.001 PAR VALUE NASDAQ NATIONAL MARKET SYSTEM
Indicate by check mark whether the registrant (i) 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 (ii) 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. [ ]
The aggregate market value of Common Stock held by non-affiliates of
the registrant as of March 18, 1998 was $288,434,136. As of March 18, 1998,
there were 27,044,442 shares of Common Stock, $.001 par value, outstanding.
Documents incorporated by reference. Certain portions of the
registrant's definitive proxy statement for the 1998 Annual Meeting of
Stockholders are incorporated in Part III by reference.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
ITEQ, INC.
By: /s/ MARK E. JOHNSON
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Mark E. Johnson,
Chairman of the Board and
Chief Executive Officer
Date: April 2, 1998
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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3.1 -- Amended and Restated Certificate of Incorporation of the
Registrant. (Filed as Appendix E to the Joint Proxy
Statement/Prospectus of the Registrant and Astrotech on
October 3, 1997 and incorporated herein by reference).
3.2 -- Amended and Restated Bylaws of the Registrant. (Filed as
an exhibit to Form 10-Q for the quarter ended September
30, 1997 and incorporated herein by reference).
4.1 -- See Exhibits 3.1 and 3.2 for provisions of the
Certificate of Incorporation and Bylaws of the Registrant
defining the rights of holders of Common Stock.
4.2 -- Revolving Credit Agreement dated as of October 28, 1997
by and among the Registrant, the Guarantors and various
lending institutions including Deutsche Bank AG as
Documentation Agent and BankBoston, N.A. as Agent. (Filed
as an exhibit to Form 10-Q for the quarter ended
September 30, 1997 and incorporated herein by reference).
4.3 -- Warrant Agreement, dated November 18, 1996, between the
Registrant and International Mezzanine Capital, B.V.
("Mezzanine"). (Filed as an exhibit to Form 8-K dated
December 5, 1996 and incorporated herein by reference).
4.4 -- Warrant Agreement dated November 18, 1996, between the
Registrant and First Commerce Corporation ("First
Commerce"). (Filed as an exhibit to Form 8-K dated
December 5, 1996 and incorporated herein by reference).
4.5 -- Registration Rights Agreement dated November 18, 1996,
among the Registrant, Mezzanine, and First Commerce.
(Filed as an exhibit to Form 8-K dated December 5, 1996
and incorporated herein by reference).
4.6 -- Warrant Agreement, dated April 24, 1996, between the
Registrant and Sanders Morris Mundy, Inc. (Filed as an
exhibit to Form 10-Q for the quarter ended September 30,
1996 and incorporated herein by reference).
4.7 -- Warrant Agreement, dated December 1992, between
Registrant and Pennsylvania Merchant Group, Ltd. (Filed
as an exhibit to Form 10-K for fiscal year ending March
31, 1993 and incorporated herein by reference).
10.1 -- Plan and Agreement of Merger dated as of June 30, 1997,
by and between the Registrant and Astrotech International
Corporation ("Astrotech"). (Filed as Appendix A to the
Joint Proxy Statement/Prospectus of the Registrant and
Astrotech on October 3, 1997 and incorporated herein by
reference).
10.2 -- Stock Purchase Agreement dated as of April 30, 1997, by
and between Jared A. Trussler, Ray E. Crosno and Leslie
D. Scott ("Sellers") and Astrotech
(predecessor-in-interest to the Registrant). (Filed as an
exhibit to Form 8-K of Astrotech dated as of May 14, 1997
and incorporated herein by reference).
10.3 -- Stock Purchase Agreement, dated April 24, 1997, among the
owners of Exell Inc. ("Exell") and the Registrant. (Filed
as an exhibit to Amendment No. 2 to the Registrant's
Registration Statement on Form S-2 (No. 333-23245) and
incorporated herein by reference).
10.4 -- First and Second Amendment to Exell Stock Purchase
Agreement among the owners of Exell and the Registrant.
(Filed as an exhibit to Form 10-Q for the quarter ending
June 30, 1997 and incorporated herein by reference).
10.5 -- Amendment No. 2, as of February 28, 1997, to the Stock
Purchase Agreement dated February 7, 1994, by and among
Astrotech (predecessor-in-interest to the Registrant),
Brown-Minneapolis Tank & Fabricating Company ("BMT") and
Irwin Jacobs. (Filed as an exhibit to Form 10-Q for the
quarter ended March 31, 1997 of Astrotech and
incorporated herein by reference).
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EXHIBIT
NUMBER DESCRIPTION
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10.6 -- Purchase and Sale Agreement, dated as of the Effective
Date (as defined therein), between Babel, Miller &
Blackwell Partnership (the "Partnership") and the
Registrant. (Filed as an exhibit to Form 8-K dated August
28, 1997 and incorporated herein by reference).
10.7 -- First Amendment to Purchase and Sale Agreement, effective
August 13, 1997, among the Partnership, Beaumont Franklin
Street Properties, L.L.C. ("BFSP"), Neches Street
Properties, L.L.C. ("NSP") and the Registrant. (Filed as
an exhibit to Form 8-K dated August 28, 1997 and
incorporated herein by reference).
10.8 -- Agreement and Plan of Merger dated September 19, 1996,
among the Registrant, Air-Cure Acquisition, Inc. and
Ohmstede, Inc. (Filed as an exhibit to Form 10-Q for the
quarter ended September 30, 1996 and incorporated herein
by reference).
10.9 -- Stock Purchase Agreement dated March 7, 1996, by and
among Astrotech (predecessor-in-interest to the
Registrant), Timothy J. McDavid, Graver Holding Company
and Graver Tank & Mfg. Co. (Filed as an exhibit to
Astrotech's Form 8-K dated April 10, 1996 and
incorporated herein by reference).
10.10 -- Agreement and Plan of Merger dated October 13, 1995,
among the Registrant, Air-Cure Acquisition Corporation,
Allied Industries, Inc., Mark E. Johnson and Pierre S.
Melcher. (Filed as an exhibit to Post-Effective Amendment
No. 1 to Form S-4 Registration Statement (No. 33-92308)
and incorporated herein by reference).
10.11 -- Employment Agreement dated September 30, 1997 for Mark E.
Johnson. (Filed as an exhibit to Form 10-Q for the
quarter ended September 30, 1997 and incorporated herein
by reference).
10.12 -- Employment Agreement dated May 15, 1997, between the
Registrant and John Camardella. (Filed as an exhibit to
Form 10-Q for the quarter ended June 30, 1997 and
incorporated herein by reference).
10.13 -- Employment Agreement dated March 1, 1996, between the
Registrant and Lawrance W. McAfee. (Filed as an exhibit
to Form 10-Q for the quarter ended September 30, 1996 and
incorporated herein by reference).
10.14 -- Employment Agreement dated March 1, 1995, between the
Registrant and John P. Fitzpatrick. (Filed as an exhibit
to Form 10-K for the year ended December 31, 1994 and
incorporated herein by reference).
10.15 -- Employees Stock Purchase Plan, as amended, dated December
15, 1994. (Filed as an exhibit to Form 10-K for year
ended December 31, 1994 and incorporated herein by
reference).
10.16 -- Director Stock Option Plan, as amended. (Plan filed as an
exhibit to Proxy Statement for Annual Meeting of
Stockholders held on June 29, 1995, and amendment filed
as an exhibit to Form 10-Q for the quarter ended June 30,
1996 both of which are incorporated herein by reference).
10.17 -- Amended and Restated ITEQ 1990 Stock Option Plan. (Filed
as Appendix D to Joint Proxy Statement/Prospectus of the
Registrant and Astrotech on October 3, 1997 and
incorporated herein by reference).
10.18 -- 1984 Stock Option Plan. (Filed as an exhibit to
Astrotech's Registration Statement on Form S-8 (No.
33-3360) and incorporated herein by reference).
10.19 -- 1989 Stock Incentive Plan. (Filed as an exhibit to
Astrotech's Registration Statement on Form S-8 (No.
33-2975) and incorporated herein by reference).
10.20 -- The 1994 Stock Option Plan for the Employees of BMT.
(Filed as an exhibit to Astrotech's Registration
Statement on Form S-8 (No. 33-85106) and incorporated
herein by reference).
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EXHIBIT
NUMBER DESCRIPTION
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10.21 -- 1995 Non-Employee Directors' Stock Option Plan. (Filed as
an exhibit to Astrotech's Proxy Statement of Astrotech
for the Annual Meeting of Shareholders filed on or about
April 10, 1995 and incorporated herein by reference).
10.22 -- Lease, dated August 13, 1997 among Beaumont Franklin
Street Properties, L.L.C., Neches Street Properties,
L.L.C. and Exell. (Filed as an exhibit to Form 8-K dated
August 28, 1997 and incorporated herein by reference).
10.23 -- Lease Agreement dated May 25, 1994, between Halligan and
Labbe Enterprises, L.L.C. and Amerex Industries, Inc.
(Filed as an exhibit to Form 10-K for the year ended
December 31, 1994 and incorporated herein by reference).
10.24 -- License and Technical Assistance Agreement dated August
28, 1991, between Interel Environmental Technologies,
Inc. and Heinrich Luhr Staubtechnik GmbH & Co. (Filed as
an exhibit to Form S-1 (No. 33-44205) and incorporated
herein by reference).
*21.1 -- List of Subsidiaries of the Registrant.
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of Coopers & Lybrand, L.L.P.
27 -- Financial Data Schedule.
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* Filed herewith.
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EXHIBIT 21.1
ITEQ, INC.
LIST OF SUBSIDIARIES
Company Name Incorporated
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Air-Cure (Canada) Technologies, Ltd. Canada
Air-Cure Dynamics, Inc. Delaware
Air-Cure Environmental GmbH Germany
Air-Cure (Singapore) Pte. Ltd. Singapore
AIX Health Products, Inc. Pennsylvania
Allied Industries, Inc. Texas
Amerex Industries, Inc. Delaware
Astrotech Investments, Inc. Delaware
Brown-Minneapolis Tank & Fabricating Co. Minnesota
Exell, Inc. Texas
Graver Holding Company Delaware
Graver Tank & Mfg. Co., Inc. Delaware
Graver Power, Inc. Delaware
Graver Tank International Corp. Delaware
Graver Tank & Vessel, Inc. Delaware
HMT Inc. Texas
AIX Export, Inc. Barbados
AIX Intellectual Properties, Inc. Delaware
Australasian HMT Pty. Ltd. Australia
HMT Canada, Inc. Canada
HMT Construction Services, Inc. Delaware
HMT Rubbaglas, Ltd. England
HMT Sentry Systems, Inc. Delaware
HMT Singapore Pte. Ltd. Singapore
HMT Tank Service, Inc. Texas
HMT Tank Systems B.V. Netherlands
Interel Environmental Technologies, Inc. Delaware
ITEQ Aviation, Inc. Delaware
Ohmstede, Inc. Texas
Texoma Tank Company, Inc. Texas
Trusco Tank Inc. California
