<PAGE> 1
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 0-19507
SUBMICRON SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 13-3607944
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
330 HEDGEWOOD DRIVE
ALLENTOWN, PENNSYLVANIA 18106
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 391-9200
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.0001
(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 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. [ ]
Based on the closing sale price of March 25, 1998, the aggregate market value of
the voting stock held by nonaffiliates of the Registrant was $31,006,417.
The number of shares outstanding of the Registrant's Common Stock was 18,747,117
at March 25, 1998.
<PAGE> 2
Part III of the Annual Report on Form 10-K for the year ended December 31, 1997
of SubMicron Systems Corporation (the "Company") is hereby amended and restated
in its entirety as follows:
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Set forth below is certain information regarding the Company's
directors and executive officers:
POSITIONS WITH
NAME AGE THE COMPANY
David J. Ferran 41 President,
Chief Executive Officer
and Director(2)
David W. Dedman 44 Executive Vice President,
Global Business Development
Michael G. Gawarecki 49 Vice President, Operations
Jack M. Gottschalk 52 Vice President, Human Resources
John W. Kizer 56 Chief Financial Officer and
Vice President, Finance
James S. Molinaro 36 Vice President, Technical
Planning and Data Analysis
Richard E. Novak 53 Senior Vice President,
Technology
Mark R. Benham 47 Director(2)(4)(5)
Ronald B. Booth 49 Director(1)(4)
Michael H. Khougaz 39 Director(1)(4)(5)
Barry W. Ridings 46 Director(3)(5)
Leonard R. Weisberg 68 Director(2)
Donald Zito 57 Director(3)(4)
-2-
<PAGE> 3
(1) Term expires at 2000 annual meeting.
(2) Term expires at 1999 annual meeting.
(3) Term expires at 1998 annual meeting.
(4) Member of the Compensation Committee of the Board of Directors.
(5) Member of the Audit Committee of the Board of Directors.
Mr. Ferran became President, Chief Executive Officer and a director of
the Company in May 1997. Prior thereto, Mr. Ferran served as President and Chief
Executive Officer of Tylan General Corporation ("Tylan General") and its
predecessor from 1984, and as Chairman of its Board of Directors from February
1994 until February 1997, when Tylan General was acquired. Mr. Ferran has a B.S.
in Business Administration from the University of New Hampshire.
Mr. Dedman was made Executive Vice President with the Company in May
1997. He has 15 years of experience in the international semiconductor equipment
market and will be responsible for the formation of strategic partnerships and
equipment sales and support. Previously, he worked with Tylan General as Senior
Vice President of Sales and Support and was also a member of the company's
executive committee. Prior work experience includes Emerson Electric and E.I.
DuPont.
Mr. Gawarecki assumed his position with the Company in September 1997.
He has over 21 years of experience in Senior Operational Management positions.
Recently, he was Vice President, Operations (California) for Tylan General, and
was a Director of Operations after its acquisition by Millipore. Additional
experience includes Senior Operational positions at Nellcor, Inc., Teletronics
Corp., and IVAC, Inc. Mr. Gawarecki has a BA in Business Administration from
National University in San Diego and an AS in Electronics Technology.
Dr. Gottschalk joined the Company in January 1998 as Vice President,
Human Resources. He has over twenty years of experience in the field of Human
Resources and has worked for four Fortune 500 corporations, including Firestone
Tire and Rubber Company, BF Goodrich, the Carlisle Corporation, and, most
recently, the Hershey Foods Corporation as Director, Human Resources for Hershey
Chocolate North America. Dr. Gottschalk holds a Ph.D. from Kent State University
in Organization Behavior and Quantitative Analysis.
Mr. Kizer has been Vice President, Finance and Chief Financial Officer
of the Company since July 1997, and served as a consultant to the Company from
May 1997 until assuming such position. From June 1996 to May 1997, he was a Vice
President and Corporate Controller of Tylan General Corporation. Prior to
joining Tylan General, Mr. Kizer served as Vice President, Finance and Chief
Financial Officer for Robershaw Controls Company and also held financial
management positions at Trustcorp Bank Ohio and Champion Spark Plug Company. He
has over 25 years of experience in senior financial management positions. Mr.
Kizer holds a BBA degree from the University of Toledo and is a Certified Public
Accountant.
Mr. Molinaro was Vice President, Chief Operating Officer and Secretary
of SubMicron from January 1989 until the Merger. He assumed these positions with
the Company upon consummation of the Merger and held such positions until
December 1995. As part of a reorganization of the Company's corporate structure,
in December 1995, Mr. Molinaro became the President of SubMicron, the Company's
principal operating subsidiary, in lieu of his positions with the Company. Mr.
Molinaro has served as a director of SubMicron since 1989 and as a director of
the Company since the Merger.
-3-
<PAGE> 4
During November and December 1988, Mr. Molinaro served as a consultant to Dexon,
Inc., a semiconductor equipment manufacturer, and from June 1986 to November
1988, Mr. Molinaro served as Director of Research and Development for Dexon. Mr.
Molinaro has a B.S. degree in Mechanical Engineering from Pennsylvania State
University.
Dr. Novak has been with the Company since 1991. Dr. Novak earned his
Ph.D. in Ceramic Engineering from the University of Illinois. Previous work
experience includes Honeywell, RCA, and FSI International. Dr. Novak was
instrumental in basic research concerning the use of Gallium-Arsenide in the
manufacturing of integrated circuits.
Mr. Benham has been a director of the Company since 1997. Mr. Benham
has fifteen years of experience in private equity and investment banking. Prior
to co-founding Celerity Partners, from 1988-1992 he was a Senior Investment
Officer of Citicorp Venture Capital, Ltd. in New York. Prior to joining
Citicorp, Mr. Benham was an advisor to Yamaichi UniVen Co., Ltd., the venture
capital subsidiary of Yamaichi Securities International, with $180 million under
management. Mr. Benham holds a BA degree in English from the University of
California, Berkeley, and an MA and MBA from The University of Chicago, both
with honors. Mr. Benham is a Director of Dynamic Circuits, Inc. and Unarco
Commercial Products.
Mr. Booth has been a director of the Company since January 1998. Mr.
Booth has been President of Pacific Air Aviation, Inc., an air charter company
in Las Vegas, Nevada, since October 1993. From October 1992 to September 1993,
Mr. Booth was Chief Financial Officer of Arcadian Motor Carrier, Inc., a
nationwide trucking operation, and from September 1984 to October 1992, he was
Vice President of Finance for WestAir Commuter Airlines. Mr. Booth is a
Certified Public Accountant and has a B.S. degree in Business
Administration/Accounting from California State University, Chico.
Mr. Khougaz has been a director of the Company since January 1998. Mr.
Khougaz is a Managing Director and founding partner of Equinox Investment
Partners, a private investment firm with $300 million of assets and commitments
for mezzanine and private equity under management. Prior to forming Equinox, he
was an Executive Director of Kleinwort Benson Limited, a leading British
Merchant Bank. From 1986 to 1996, Mr. Khougaz served Kleinwort Benson in a
variety of corporate finance functions in Los Angeles, London and New York.
Prior to joining Kleinwort Benson, Mr. Khougaz was an officer of Continental
Illinois Corp. Mr. Khougaz completed his undergraduate studies at the University
of California at Berkeley and Los Angeles, and received his MBA from the
Univerity of Southern California. He earned his CPA designation in 1994. Mr.
Khougaz is currently a director of Dynamic Circuits, Inc., Labtec, Inc. and
Prime Matrix, Inc.
Mr. Ridings has been a director of the Company since 1993. Since March
1990, Mr. Ridings has been a Managing Director for BT Alex. Brown Incorporated.
From June 1986 to March 1990, Mr. Ridings was a Managing Director for Drexel
Burnham Lambert, investment bankers. Mr. Ridings is also a director of Noodle
Kidoodle, Inc., New Valley Corporation, Norex Industries, Inc., Telemundo Group,
Inc., Search Capital Group, Inc. and TransCor Waste Services Inc. Mr. Ridings
received an M.B.A. from Cornell University.
Mr. Weisberg has been a director of SubMicron since its inception in
1988. Mr. Weisberg was Vice President, Research and Engineering for Honeywell
Inc. from 1980 until his retirement at the end of 1994. Prior to joining
Honeywell, Mr. Weisberg served as Director of Electronics and Physical Sciences
in the Office of the Secretary of Defense of the United States Department of
Defense. Previously, Mr. Weisberg was Vice President and Director of the Central
Research Laboratory of Itek Corporation and was Director of the Semiconductor
Device Research Laboratory of RCA Laboratories. Mr. Weisberg has a B.A. in
Physics from Clark University and an M.A. in Physics from Columbia
-4-
<PAGE> 5
University.
Mr. Zito has been a director of the Company since January 1998. Mr.
Zito is recently retired from Parker Hannifin Corp. His career there spanned 35
years, with his most recent position being corporate Vice President and
President of the Fluid Connectors Group. Prior to assuming this position in
1987, Mr. Zito was Vice President of Operations for the Fluidpower Group,
headquartered in Des Plaines, IL., where he was responsible for the Group's
Cylinder, Pneumatic and Filter Divisions. Mr. Zito graduated from Case Institute
of Technology (now Case Western Reserve University) in 1962 with a Bachelor of
Science Degree in Metallurgical Engineering. Mr. Zito currently serves on the
boards of Lokring Corp., and the Meridia Health System Division of the Cleveland
Clinic.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Pursuant to Section 16(a) of the Securities Exchange Act of 1934, as
amended, the Company's directors and executive officers are required to file
reports with the Securities and Exchange Commission, within specified monthly
and annual due dates, relating to their ownership of and transactions in the
Common Stock. A Form 4 to be filed by Leonard R. Weisberg, a director of the
Company, was inadvertently filed in an untimely manner.
-5-
<PAGE> 6
ITEM 11. EXECUTIVE COMPENSATION.
SUMMARY COMPENSATION TABLE
The following table sets forth the cash compensation paid by the
Company as well as certain other compensation paid or accrued during fiscal
1995, 1996 and 1997 to the Company's current Chief Executive Officer, the
Company's former Chief Executive Officer and to each of the Company's five other
most highly compensated executive officers at the end of 1997 (collectively, the
"Named Executives") whose compensation exceeded $100,000 during such fiscal
year:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG-TERM
COMPENSATION
----------------------------------------------------------
OTHER ANNUAL AWARDS ALL OTHER
NAME AND PRINCIPAL FISCAL SALARY ($) BONUS COMPENSATION ------------ COMPENSATION
POSITION YEAR ($) ($) (1) OPTIONS (#) ($)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
David J. Ferran(2), 1997 210,256 44,943 303,235 1,000,000 --
Interim Chairman of
the Board, President
and Chief Executive
Officer
- ---------------------------------------------------------------------------------------------------------------
John W. Kizer(4), 1997 81,827 -- 60,484(5) 100,000 --
Chief Financial
Officer and Vice
President, Finance
- ---------------------------------------------------------------------------------------------------------------
David W. 1997 119,230 -- 86,004(3) 125,000 --
Dedman(6),
Executive Vice
President, Global
Business
Development
- ---------------------------------------------------------------------------------------------------------------
James S. Molinaro, 1997 340,000 -- -- -- --
Vice President, 1996 340,000 34,000 -- 25,000 --
Technical Planning 1995 340,000 46,320 -- 45,000 --
and Data Analysis
- ---------------------------------------------------------------------------------------------------------------
Michael G. 1997 49,230 -- -- 125,000 --
Gawarecki(7), Vice
President, Operations
- ---------------------------------------------------------------------------------------------------------------
David F. Levy 1997 150,000(8) -- 210,000(9) -- --
1996 360,000 46,230 47,617(10) 73,000 --
1995 340,000 -- -- 55,000 --
===============================================================================================================
</TABLE>
- ------------------------
(1) Except as noted below, none of the Named Executives received any other
annual compensation not categorized as salary or bonus except for
perquisites and other personal benefits which in the aggregate did not
exceed the lesser of $50,000 or 10% of the total annual salary and
bonus reported for such Named Executive.
(2) Mr. Ferran joined the Company in May 1997, and, pursuant to his
employment agreement was being compensated at an annualized base salary
of $333,333 at the end of 1997.
(3) Consists of relocation expenses reimbursement.
-6-
<PAGE> 7
(4) Mr. Kizer began consulting with the Company in May 1997 and was
appointed Chief Financial Officer of the Company in July 1997.
Pursuant to his employment agreement, Mr. Kizer was being
compensated on the basis of an annual salary of $150,000 at the
end of 1997.
(5) Consists of fees paid for consulting services.
(6) Mr. Dedman joined the Company in May 1997 and, pursuant to his
employment contract, was being compensated on the basis of an annual
salary of $200,000 at the end of 1997.
(7) Mr. Gawarecki joined the Company in September 1997 and, pursuant to
his employment agreement, was being compensated on the basis of an
annual salary of $200,000 at the end of 1997.
(8) Mr. Levy served as the Company's President and Chief Executive Officer
until May 1997. In such position, Mr. Levy's compensation was $150,000
through May 31, 1997.
(9) In connection with Mr. Levy's termination of employment by the Company,
he entered into a consulting/severance agreement with the Company
which provided for payments totalling $210,000.
(10) Includes automobile reimbursement of $24,042.
STOCK OPTION GRANTS
The following table contains information concerning grants of stock
options under the Stock Option Plan to each of the Named Executives during 1997.
The Company does not have any plan pursuant to which stock appreciation rights
("SARs") may be granted.
OPTION GRANTS IN 1997
<TABLE>
<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of Stock
Price Appreciation for Option
Individual Grants Term (1)
---------------------------------------------------------------------- ------------------------------
Number of
Securities % of Total
Underlying Options Granted
Options to Employees in Exercise Price Expiration
Name Granted(#)(2) 1997 ($/Sh)(3) Date 5% 10%
- ---------------- ------------- ------------------ --------------- ------------ -------------- ----------
<S> <C> <C> <C> <C> <C> <C>
David J. Ferran 1,000,000 37.08 3.125 5/05/07 1,965,313 4,980,313
John W. Kizer 100,000 3.71 3.125 7/27/07 196,531 498,031
David W. Dedman 125,000 4.63 2.75 5/07/07 216,184 547,834
James S. Molinaro -- -- -- -- -- --
Michael G. Gawarecki 125,000 4.63 3.0525 9/07/07 240,751 610,088
David F. Levy -- -- -- -- -- --
</TABLE>
- --------------------
(1) Illustrates the value that might be realized upon exercise of options
immediately prior to the expiration of their term, assuming specified
compounded rates of appreciation on the Common Stock over the term of
the options. Assumed rates of appreciation are not necessarily
indicative of future stock performance.
(2) All options granted vest in four equal annual installments beginning on
the first anniversary of their date of grant.
(3) All options were granted at an exercise price equal to the fair market
value of the Common Stock on the date of the grant.
-7-
<PAGE> 8
STOCK OPTION EXERCISES AND HOLDINGS
The following table sets forth certain information regarding the stock
options exercised by each of the Named Executives during 1997 and the value of
options held by each of the Named Executives at December 31, 1997.
AGGREGATED OPTION EXERCISES IN 1997
AND OPTION VALUES AT DECEMBER 31, 1997
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS
DECEMBER 31, 1997 (#) AT DECEMBER 31, 1997 ($)(1)
-----------------------------------------------------------------------
SHARES VALUE
ACQUIRED ON REALIZED
NAME EXERCISE (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
David J. Ferran -- -- -- 1,000,000 -- --
- ------------------------------------------------------------------------------------------------------------------------
John W. Kizer -- -- -- 100,000 -- --
- ------------------------------------------------------------------------------------------------------------------------
David W. -- -- -- 125,000 -- --
Dedman
- ------------------------------------------------------------------------------------------------------------------------
James S. -- -- 338,125 -- -- --
Molinaro
- ------------------------------------------------------------------------------------------------------------------------
Michael G. -- -- -- 125,000 -- --
Gawarecki
- ------------------------------------------------------------------------------------------------------------------------
David F. Levy -- -- 396,125 -- -- --
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) None of the Named Executives had outstanding options as of December 31,
1997 with an exercise price below $2.125, the last sale price of the
Common Stock on the Nasdaq National Market on December 31, 1997.
EMPLOYMENT CONTRACTS
David J. Ferran entered into an employment agreement with the Company
in May 1997 which provided for him to earn an annual base salary of $333,333,
which may be increased or decreased from time to time, but not less than
$333,333. The employment agreement has no specific term; however, in the event
the Company terminates Mr. Ferran's employment without "cause" or if he should
terminate his employment because of "good reason" (each as defined in the
Agreement), Mr. Ferran will be entitled to receive a lump sum payment equal to
the greater of (i) the amount, if any, by which $1,000,000 exceeds the total
amount paid to Mr. Ferran in base salary under the Agreement and (ii) the sum of
his salary for 18 months at the rate in effect immediately prior to such
termination and an amount equal to the bonus actually paid to Mr. Ferran for the
preceding fiscal year. If such termination follows a "change in control" (as
defined in the Agreement), Mr. Ferran will be entitled to the amount set forth
above plus certain additional amounts.
-8-
<PAGE> 9
Messrs. Dedman, Gawarecki and Kizer entered into employment agreements
with the Company which provide for them to earn annual base salaries as set
forth in the notes to the Summary Compensation Table as set forth elsewhere in
this Report. The employment agreements have no specific term; provided, however,
in the event the Company terminates the relevant Named Executive's employment
without "cause" or if the Named Executive should terminate his employment
because of "good reason" (each as defined in the agreements), the Named
Executive will be entitled to receive a lump sum payment equal to the Named
Executive's salary for 12 months at the rate paid immediately prior to such
termination plus an amount equal to the greater of (a) the total bonus
compensation paid to such Named Executive for the preceding fiscal year and (b)
25% of such Named Executive's base salary immediately prior to such termination.
If such termination follows a "change in control" (as defined in the agreement),
each Named Executive will be entitled to the amount set forth above plus certain
additional amounts.
James S. Molinaro entered into an employment agreement with the
Company which initially provided for an annual base salary of $265,200, which
base salary may be increased or decreased from time to time in the sole
discretion of the Company's Board. In no event, however, may the annual base
salary be less than $240,000 per annum. For fiscal 1997, the base annual salary
of Mr. Molinaro was fixed at $340,000. The employment agreement has an initial
five-year term expiring in August 1998, and is automatically renewable at the
end of such term for an additional year and each year thereafter unless either
party to the agreement should give notice of nonrenewal. In the event the
Company should terminate the employment of Mr. Molinaro without "cause" or if
Mr. Molinaro should terminate his employment because of a material breach by the
Company of his employment agreement, Mr. Molinaro will be entitled to receive a
severance benefit equal to his then annual base salary for a period of three
years. However, if such termination follows a merger or sale of all or
substantially all of the Company's assets, Mr. Molinaro will be entitled to
receive a severance benefit equal to his then annual base salary for a period of
five years.
In May 1997, David F. Levy stepped down as President and Chief
Executive Officer of the Company. In connection therewith, in lieu of his
previous employment agreement (which was substantially similar to Mr. Molinaro's
agreement), Mr. Levy entered into a new agreement which provided for Mr. Levy to
be paid specified amounts until June 30, 2000.
-9-
<PAGE> 10
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS
The following table sets forth certain information with respect to the
beneficial ownership as of April 1, 1998 of each person who was known to the
Company to be the beneficial owner of more than 5% of the Common Stock. Each of
the stockholders named below has sole voting and investment power with respect
to such shares, unless otherwise indicated.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Name and Address of Number of Percent of
Beneficial Owner Title of Class Shares(1) Class
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
David F. Levy Common Stock 2,046,125(3) 6.8%
6330 Hedgewood Drive
Allentown, PA 18106
- -------------------------------------------------------------------------------
James S. Molinaro Common Stock 2,318,125(4) 7.7
6330 Hedgewood
Drive, #150
Allentown, PA 18106
- -------------------------------------------------------------------------------
The KB Mezzanine Common Stock 5,293,094(5) 14.9
Fund II, L.P.
405 Lexington
Avenue, 21st Floor
New York, NY
10174
- -------------------------------------------------------------------------------
Celerity Silicon, Common Stock 1,323,273(5) 4.2
L.L.C.
11111 Santa Monica
Blvd., Suite 1127
Los Angeles, CA
90025---------------------------------------------------------------------------
</TABLE>
(1) With respect to each stockholder, includes any shares issuable upon
exercise of any options or Warrants held by such person that are
or will become exercisable within sixty days of April 1, 1998.
(2) Includes voting power of Common Stock and Class A Preferred Stock,
voting together.
(3) Includes options to purchase 396,125 shares of Common Stock.
(4) Includes options to purchase 338,125 shares of Common Stock.
(5) This information is based on a Schedule 13D/A, dated December 31, 1997,
filed by The KB Mezzanine Fund II, L.P. and Celerity Silicon, L.L.P.
with the Securities and Exchange Commission. Based on the Schedule 13D,
the beneficial ownership consists solely of warrants to purchase shares
of Common Stock.
-10-
<PAGE> 11
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of Common Stock as of April 1, 1998 of (i) each director of
the Company, (ii) each of the Named Executives (as hereinafter defined) and
(iii) all the directors and executive officers as a group. Each of the
stockholders named below has sole voting and investment power with respect to
such shares, unless otherwise indicated.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Name of Number of Percent of
Beneficial Owner Title of Class Shares(1) Class
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
David J. Ferran Common Stock 250,000(3) *
- --------------------------------------------------------------------------------
Mark R. Benham Common Stock 1,323,273(4) 4.1
- --------------------------------------------------------------------------------
Ronald B. Booth Common Stock 26,700(5) *
- --------------------------------------------------------------------------------
Michael H. Common Stock 5,293,094(6) 14.7
Khougaz(5)
- --------------------------------------------------------------------------------
Barry W. Ridings Common Stock 85,700(7) *
- --------------------------------------------------------------------------------
Leonard R. Weisberg Common Stock 56,155(8) *
- --------------------------------------------------------------------------------
Donald Zito Common Stock 20,000 *
- --------------------------------------------------------------------------------
David W. Dedman Common Stock 31,250(3) *
- --------------------------------------------------------------------------------
Michael G. Common Stock 1,000 *
Gawarecki
- --------------------------------------------------------------------------------
John W. Kizer Common Stock -- --
- --------------------------------------------------------------------------------
James S. Molinaro Common Stock 2,318,125(9) 7.5
- --------------------------------------------------------------------------------
David F. Levy Common Stock 2,046,125(10) 6.6
- --------------------------------------------------------------------------------
Richard E. Novak Common Stock 32,172(11) *
- --------------------------------------------------------------------------------
All executive officers Common Stock 11,483,599 30.1
and directors as a
group (13 persons)
- --------------------------------------------------------------------------------
</TABLE>
* Less than 1 percent.
(1) With respect to each stockholder, includes any shares issuable upon
exercise of any options or Warrants beneficially held by such
person that are or will become exercisable within sixty days of
April 1, 1998.
(2) Includes voting power of Common Stock and Class A Preferred Stock,
voting together.
(3) Consists of options to purchase shares of Common Stock.
(4) Consists of warrants for the purchase of shares of Common Stock.
(5) Includes options to purchase 12,500 shares of Common Stock and 7.1
shares of Class A Preferred Stock convertible into 14,200 shares of
Common Stock.
(6) Consists of warrants for the purchase of shares of Common Stock.
(7) Includes options to purchase 15,500 shares of Common Stock and 7.1
shares of Class A Preferred Stock convertible into 14,200 shares of
Common Stock.
(8) Includes options to purchase 25,500 shares of Common Stock.
(9) Includes options to purchase 338,500 shares of Common Stock.
(10) Includes options to purchase 396,125 shares of Common Stock.
(11) Includes options to purchase 12,500 shares of Common Stock.
-11-
<PAGE> 12
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
No relationships or transactions that are required to be disclosed.
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 be signed on its behalf by the undersigned thereunto duly authorized.
SUBMICRON SYSTEMS CORPORATION
Dated: April 30, 1998 By: /s/ David J. Ferran
--------------------
David J. Ferran, President and
Chief Executive Officer
-12-
