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
June 30, 2000
OR
|_| Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the transition period
from __ to __
0-19263
(Commission File No.)
SUPREMA SPECIALTIES, INC.
(Exact name of registrant as specified in its charter)
New York 11-2662625
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
510 East 35th Street, Paterson, New Jersey 07543
(Address of principal executive offices including zip code)
Registrant's Telephone Number, including area code: (973) 684-2900
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value;
Share Purchase Rights
(Title of Class)
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
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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]
The aggregate market value of the registrant's Common Stock held by
non-affiliates of the registrant as of August 30, 2000 was $38,497,500.
As of August 30, 2000, there were 5,542,193 shares of the registrant's Common
Stock outstanding excluding an additional 213,270 shares which have been issued
but repurchased by the registrant.
Documents Incorporated by Reference: None
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant
Our current directors and executive officers are follows:
Name Age Position
---- --- --------
Mark Cocchiola 44 Chairman of the Board, Chief
Executive Officer and President
Paul Lauriero 49 Executive Vice President
and Director
Steven Venechanos 41 Chief Financial Officer
and Secretary
Thomas Egan 59 Senior Vice President
Anthony Distinti 81 Vice President
Marco Cocchiola 76 Director
Dr. Rudolph Acosta, Jr. 45 Director
Paul DeSocio 58 Director
William C. Gascoigne 47 Director
Mark Cocchiola has been President and a director of Suprema Specialties,
Inc. since its inception in 1983 and Chairman of the Board and Chief Executive
Officer since February 1991. Mark Cocchiola is the son of Marco Cocchiola.
Paul Lauriero has been a director of Suprema Specialties, Inc. since its
inception in 1983 and Executive Vice President since February 1991. Mr. Lauriero
was employed by Suprema in various capacities from its inception in 1983. Mr.
Lauriero is the brother-in-law of Mark Cocchiola.
Steven Venechanos has been employed by Suprema Specialties, Inc. since
April 1994 and became its Chief Financial Officer and Secretary in April 1995.
From June 1990 until joining Suprema, he was employed in a variety of positions
at Breed Technologies, a manufacturer of airbag sensors.
Thomas Egan has been a Vice President of Suprema Specialties, Inc. since
May 1993 and Senior Vice President since June 1995. From May 1992 through May
1993, he was Sales Manager of Blue Ridge Farms, a salad manufacturer. From
October 1990 through May 1992, Mr. Egan was President of TEF Sales Corp., a
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sales and marketing consulting firm specializing in the cheese importing
business.
Anthony Distinti has been Vice President of Suprema Specialties, Inc. since
November 1997. Mr. Distinti has been employed in the food industry most of his
professional life in various capacities. He has more than forty years experience
in human resources.
Marco Cocchiola has been a director of Suprema Specialties, Inc. since
February 1991 and Operations Manager since Suprema's inception in 1983. Mr.
Cocchiola was Secretary of Suprema from February 1991 to June 1993. Marco
Cocchiola is the father of Mark Cocchiola.
Rudolph Acosta, Jr., M.D. has been a director of Suprema Specialties, Inc.
since August 1993. He has been engaged in the private practice of medicine since
August 1986.
Paul DeSocio has been a director of Suprema Specialties, Inc. since August
1993. He has been the President and a director of Autoprod, Inc., a manufacturer
of food packaging machinery since May 1989. From 1980 through May 1989, Mr.
DeSocio was a Vice President of Autoprod, Inc.
William C. Gascoigne has been a director of Suprema Specialties, Inc. since
November 1996. He has served as a Vice President of Summit Bank since January
1989. From November 1983 through January 1989, Mr. Gascoigne was a Vice
President of First Fidelity Bank.
The directors of Suprema Specialties, Inc. are elected at the annual
meeting of stockholders to hold office until the annual meeting of stockholders
for the ensuing year or until their successors have been duly elected and
qualified.
Officers are elected annually by the Board of Directors and serve at the
discretion of the Board.
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Item 11. Executive Compensation
The following table discloses for the fiscal years ended June 30, 2000,
1999 and 1998, compensation awarded during such fiscal years by Suprema
Specialties, Inc. to Mark Cocchiola, the Chief Executive Officer of Suprema,
Paul Lauriero, its Executive Vice President, Thomas Egan, its Senior Vice
President, Steven Venechanos, its Chief Financial Officer and Anthony Distinti,
its Vice President (collectively, the "Named Executives"), who are the only
executive officers of Suprema Specialties, Inc. whose salary and bonus exceeded
$100,000 during the fiscal year ended June 30, 2000 ("fiscal 2000").
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation Long Term Compensation
------------------------------------- ---------------------------------------------
Securities All
Underlying Other
Name and Principal Position Year Salary($) Bonus($) Options(#) Compensation($)*
--------------------------- ---- --------- --------- ----------- -------------------
<S> <C> <C> <C> <C> <C>
Mark Cocchiola, 2000 $ 250,000 $ 508,594 100,000 $ 15,615
Chairman of the Board, 1999 $ 252,700 $ 324,201 50,000 $ 15,010
Chief Executive 1998 $ 254,542 $ 175,852 175,000 (1) $ 17,674
Officer and President
Paul Lauriero 2000 $ 250,000 $ 508,594 100,000 $ 13,679
Executive Vice President 1999 $ 252,700 $ 324,201 50,000 $ 12,648
1998 $ 254,542 $ 175,852 `155,000 (2) $ 17,674
Thomas Egan 2000 $ 153,750 $ -- 15,000 $ 9,196
Senior Vice President 1999 $ 133,077 $ -- 30,000 $ 6,600
1998 $ 125,000 $ -- 55,000 (3) $ 6,600
Steven Venechanos 2000 $ 153,750 $ -- 25,000 $ 13,500
Chief Financial Officer 1999 $ 120,000 $ -- 30,000 $ 6,000
and Secretary 1998 $ 101,250 $ -- 100,000 (4) $ 6,000
Anthony Distinti 2000 $ 119,731 $ -- -- --
Vice President 1999 $ 96,500 $ -- -- --
1998 $ 74,000 $ -- 10,000 --
</TABLE>
* Consists of automobile allowance, medical insurance premium reimbursement
and compensation paid in lieu of vacation.
(1) Includes a total of 100,000 options that were previously granted in the
fiscal years ended June 30, 1996 and 1997 and were repriced in fiscal 1998.
(2) Includes a total of 80,000 options that were previously granted in the
fiscal years ended June 30, 1996 and 1997 and were repriced in fiscal 1998.
(3) Includes a total of 30,000 options that were previously granted in the
fiscal years ended June 30, 1994 and 1997 and were repriced in fiscal 1998.
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(4) Includes a total of 50,000 options that were previously granted in the
fiscal years ended June 30, 1996 and 1997 and were repriced in fiscal 1998.
The following table discloses information concerning options granted in
fiscal 2000 to the Named Executives.
Option Grants in Fiscal Year Ended June 30, 2000
Individual Grants
<TABLE>
<CAPTION>
Potential Realizable
Number of Value at Assumed Annual
Securities Percent of Total Rates of Stock Price
Underlying Options Granted to -----------------------
Options Granted Employees in Fiscal Exercise Appreciation for Option
Name (#)(1) Year Price ($/Sh) Expiration Date Term (1)(2)
----------------- --------------- ------------------- ------------ --------------- -----------------------------
5% ($) 10% ($)
--------- ---------
<S> <C> <C> <C> <C> <C> <C>
Mark Cocchiola 100,000 28.8 7.75 12/30/09 487,393 1,235,150
Paul Lauriero 100,000 28.8 7.75 12/30/09 487,393 1,235,150
Thomas Egan 15,000 4.3 7.75 1/30/10 73,110 185,268
Steven Venechanos 25,000 7.2 7.75 1/30/10 121,849 308,779
</TABLE>
(1) The options granted to Messrs. Cocchiola and Lauriero were exercisable in
full from the date of grant. The options granted to Mr. Egan and Mr.
Venechanos vest in three annual installments commencing one year from the
original date of grant of the options.
(2) The potential realizable value columns of the table illustrate values that
might be realized upon exercise of the options immediately prior to their
expiration, assuming Suprema's Common Stock appreciates at the compounded
rates specified over the term of the options. These numbers do not take
into account provisions of options providing for termination of the option
following termination of employment or nontransferability of the options
and do not make any provision for taxes associated with exercise. Because
actual gains will depend upon, among other things, future performance of
the Common Stock, there can be no assurance that the amounts reflected in
this table will be achieved.
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The following table sets forth information concerning the number of options
owned by the Named Executives and the value of unexercised stock options held by
the Named Executives as of June 30, 2000. No stock options were exercised by the
Named Executives during fiscal 2000.
Aggregate Year-End Option Values
<TABLE>
<CAPTION>
Number of Value of
Securities Underlying Unexercised
Unexercised Options In-the-Money Options
at June 30, 2000 at June 30, 2000($)(1)
------------------------------ ---------------------------------
Shares
Acquired on Value Realized
Name Exercise (#) ($) Exercisable Unexercisable Exercisable Unexercisable
---------------- ------------ -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Mark Cocchiola 0 0 375,000 0 1,811,853 0
Paul Lauriero 0 0 355,000 0 1,692,093 0
Thomas Egan 0 0 66,667 48,333 395,833 233,884
Steve Venechanos 0 0 96,334 61,666 574,040 273,882
Anthony Distinti 0 0 6,667 3,333 39,922 21,248
</TABLE>
(1) Year-end values for unexercised in-the-money options represent the positive
spread between the exercise price of such options and the fiscal year end
market value of the common stock. An Option is "in-the-money" if the fiscal
year end fair market value of the Common Stock exceeds the option exercise
price. The last sale price (the fair market value) of the Common Stock on
June 30, 2000 was $9.375 per share.
Employment Agreements
Each of Mark Cocchiola and Paul Lauriero has entered into an employment
agreement with Suprema that currently expires in April 2002. Each agreement
provides for the full-time employment of the executive at an annual salary of
$250,000, subject to adjustment for cost of living increases, and an annual
bonus equal to 5% of Suprema Specialties, Inc.'s pre-tax profits in excess of
$650,000. Messrs. Mark Cocchiola and Lauriero each received bonuses of $175,852
in fiscal 1998, $324,201 in fiscal 1999 and $508,574 in fiscal 2000. Each
agreement provides that the executive will not compete with Suprema during
the term of his employment and for a period of one year following termination
thereof by either us or the executive for any
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reason. Each of the agreements also provides that if employment of the executive
is terminated under certain circumstances, including a "change of control," he
will be entitled to receive severance pay equal to the higher of (i) $150,000
($450,000 in the event of a change of control) or (ii) the total compensation
paid to him by Suprema during the 12 month period (36 month period in the event
of a change of control) prior to the date of termination.
Compensation of Directors
Non-employee directors receive compensation in the amount of $500 for each
meeting attended in person and $250 for each meeting attended by telephone
conference call for serving on the Board of Directors. Directors are reimbursed
for all out-of-pocket expenses incurred in attending Board meetings.
In addition, under our 1991 and 1998 Stock Option Plans and 1999 Stock
Incentive Plan (collectively, the "Plans"), non-employee directors (other than
directors who become members of a stock option committee appointed by the Board
of Directors pursuant to the Plan) are eligible to be granted nonqualified stock
options ("NSOs"). The Board of Directors, or the stock option committee (the
"Committee"), if one is appointed by the Board, has discretion to determine the
number of shares subject to each NSO (subject to the number of shares available
for grant under the Plans), the exercise price thereof (provided such price is
not less than 100% of the fair market value of the underlying shares on the date
of grant), the term thereof (but not in excess of 10 years from the date of
grant) and the manner in which the option becomes exercisable (amounts,
intervals and other conditions). Directors who are employees (and are not
members of the Committee) are eligible to be granted incentive stock options
("ISOs") and NSOs under the Plans. The Board or the Committee has discretion to
determine the number of shares subject to each ISO, the exercise price and other
terms and conditions thereof, but their discretion as to the exercise price, the
term of each ISO and the number of ISOs that may vest in any year, is limited by
the terms of the Plans and the Internal Revenue Code of 1986, as amended. In
addition, the 1999 Stock Incentive Plan also provides for the grant of other
stock-based awards as may be determined by the Board or the Committee.
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Compensation Committee Interlocks and
Insider Participation In Compensation Decisions
We have established a Compensation Committee that is currently composed of
Dr. Rudolph Acosta and Mr. Paul DeSocio. The function of the Compensation
Committee is to evaluate and determine the compensation of our executive
officers pursuant to recommendations made by Mark Cocchiola, our Chief Executive
Officer. None of our executive officers served on the Board of Directors or the
compensation committee of any other entity, any of whose executive officers
served on the Board of Directors of Suprema Specialties, Inc.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information as of October 20, 2000,
based on information obtained from the persons named below, with respect to the
beneficial ownership of shares of our Common Stock by (i) each person known by
us to be the beneficial owner of more than five percent of the outstanding
shares of Common Stock, (ii) each of the Named Executives, (iii) each of our
directors and (iv) all of our executive officers and directors as a group:
Amount and Nature Percentage of
Name and Address of Beneficial of Beneficial Outstanding
Owner(1) Ownership (2) Shares Owned (3)
------------------------------ ----------------- ----------------
Mark Cocchiola 900,635(4) 15.2%
Paul Lauriero 575,619(5) 9.8
Marco Cocchiola 88,412(6) 1.6
Steve Venechanos 111,333(7) 2.0
Thomas Egan 73,333(7) 1.3
Anthony Distinti 6,666(7) *
Dr. Rudolph Acosta 4,667(7)(8) *
Paul DeSocio 1,667(7) *
William C. Gascoigne 1,667(7) *
All executive officers 1,763,999(4) 26.9
and directors as a group (5)(6)(7)(8)
(nine persons)
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* Less than one percent.
(1) Unless otherwise noted, the address of each beneficial owner is in care of
Suprema Specialties, Inc.
(2) Unless otherwise noted, we believe that all persons referred to in the
table have sole voting and investment power with respect to all shares of
Common Stock reflected as beneficially owned by them.
(3) A person is deemed to be the beneficial owner of voting securities that can
be acquired by such person within 60 days from October 20, 2000 upon the
exercise of options, warrants or convertible securities. Each beneficial
owner's percentage ownership is determined by assuming that any options,
warrants or convertible securities that are held by such person (but not
those held by any other person) and which are exercisable within 60 days of
October 20, 2000 have been exercised.
(4) Includes (i) 375,000 shares that may be purchased upon exercise of
exercisable options owned by Mr. Cocchiola, (ii) 8,333 shares that may be
purchased upon exercise of exercisable options owned by Mr. Cocchiola's
wife and (iii) 2,000 shares held of record by Mr. Cocchiola's wife.
(5) Includes (i) 355,000 shares that may be purchased upon exercise of
exercisable options owned by Mr. Lauriero, (ii) 22,539 shares held of
record by Mr. Lauriero's wife, and (iii) 45,079 shares held of record by
Mr. Lauriero's children.
(6) Includes 83,333 shares that may be purchased upon exercise of exercisable
options.
(7) Represents shares that may be purchased upon exercise of exercisable
options.
(8) Does not include 800 shares owned by Dr. Acosta's children, with respect to
which Dr. Acosta disclaims any beneficial interest.
Item 13. Certain Relationships and Related Transactions
Not Applicable
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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 amendment to this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
SUPREMA SPECIALTIES, INC.
By:/s/Mark Cocchiola
-------------------------
Mark Cocchiola, President
Dated: October 24, 2000
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