SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KA
(MARK ONE)
/X/ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED]
For the fiscal year ended March 31, 2000
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _____________ to _________________
Commission file number 0-19472
CPX CORP.
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(Exact name of registrant as specified in its charter)
Delaware 94-3087971
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
150 East 52nd Street, 21st Floor, New York, N.Y. 10022
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(Address of principal executive offices) (Zip code)
Issuer's telephone number, including area code: (212) 813-1500
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Title of Each Class
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Common Stock, $.001 par value
Indicate by check mark whether the registrant: (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
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. / X /
The number of shares of the Registrant's $.001 par value Common Stock
outstanding as of May 30, 2000 was 14,633,985.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
MANAGEMENT
As of July 28, 2000, the executive officers and directors of CPX Corp.
(the "Company") are as follows:
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION AGE
---- -------------------- ---
<S> <C> <C>
Warren G. Lichtenstein DIRECTOR OF THE COMPANY SINCE 1999. President and 34
Chief Executive Officer of the Company since June 23,
1999. Chairman of the Board, Secretary and Managing
Member of Steel Partners, L.L.C., the general partner of
Steel Partners II, L.P. since January 1996. Chairman
and director of Steel Partners, Ltd., the general partner
of Steel Partners Associates, L.P., which was the
general partner of Steel Partners II, L.P. from 1993 to
January 1996. Mr. Lichtenstein has also served as
President and director of Marsel Mirror and Glass
Products, Inc. ("Marsel"), a subsidiary of Gateway
Industries, Inc. ("Gateway"), from Marsel's inception in
July 1995 until shortly after the acquisition of its
business by Gateway in November 1995, and continued
as a director until its disposition in December 1996.
Marsel filed for protection under Chapter 11 of the
United States Bankruptcy Code shortly following
Gateway's disposition of its interest in Marsel. Mr.
Lichtenstein is a member of the board of directors of
Gateway Industries, Inc., WebFinancial Corporation,
PLM.
Steven Wolosky DIRECTOR OF THE COMPANY SINCE 1999. Partner, 44
Olshan Grundman Frome Rosenzweig & Wolosky
LLP, counsel to Steel Partners II, L.P., since prior
to 1995. Mr. Wolosky is also Assistant Secretary
of WHY Corporation.
Larry Callahan DIRECTOR OF THE COMPANY SINCE 1999. Special 38
situations analyst, Huntleigh Securities
since February 1998. Prior to that Mr.
Callahan was a portfolio manager with Linder
Funds since prior to 1995.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Brian Lorber SECRETARY AND TREASURER. SECRETARY AND 25
TREASURER OF THE COMPANY SINCE JUNE
1999. Analyst with Steel Partners II, L.P.
since January 1998. Mr. Lorber graduated
from The George Washington University in
1997 with a degree in business
administration.
</TABLE>
ITEM 11. EXECUTIVE COMPENSATION
Mr. Lichtenstein became President and Chief Executive Officer of the
Company on June 23, 1999. Mr. Lichtenstein did not receive any compensation from
the Company for the fiscal year ended March 31, 2000 and no officer of the
Company at March 31, 2000 received compensation in excess of $100,000 for the
fiscal year ended March 31, 2000.
STOCK OPTION GRANTS AND OPTION VALUES
During the fiscal years ended March 31, 2000, 1999 and 1998, there were
no stock options granted to the Chief Executive Officer of the Company. At March
31, 2000, the Chief Executive Officer of the Company did not hold any stock
options and the Chief Executive Officer did not exercise any options in the
fiscal year ended March 31, 2000.
EMPLOYMENT AGREEMENTS
The Company currently has no employment agreements with any executive
officer.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information concerning ownership of the
Company's Common Stock, as of June 30, 2000, by each person known to be the
beneficial owner of more than five percent of the Common Stock and the address
of such individuals or entities, each director, nominees for director, and by
all directors and executive officers of the Company as a group:
Percentage of
Name Shares Outstanding
of Beneficial Owner Beneficially Owned Common Stock
------------------- ------------------ ------------
Warren G. Lichtenstein (1)(2)
150 E. 52nd Street, 21st Floor
New York, New York 10022 4,341,862 29.7%
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Steel Partners II, L.P.
150 E. 52nd Street, 21st Floor
New York, New York 10022 2,180,362 14.9%
J. Ezra Merkin
Gabriel Capital Corp.
450 Park Avenue 740,797(3) 5.1%
New York, New York 10022
Brian Lorber -0-(4) -0-
Larry Callahan -0-(4) -0-
Steven Wolosky -0- -0-
All directors and executive 4,341,862 29.7%
officers as a group (4 persons)
(1) Includes: (i) 2,180,362 shares owned by Steel Partners II, L.P., an
entity controlled by Mr. Lichtenstein, and (ii) 2,161,500 shares owned
directly by Mr. Lichtenstein.
(2) More than one beneficial owner is listed above for the same securities,
since the shares owned beneficially by Steel Partners II, L.P. are
included in the shares beneficially owned by Mr. Lichtenstein. See note
(1) above.
(3) Based on Schedule 13G filed jointly in February 2000 by J. Ezra Merkin
and Gabriel Capital Corporation ("Gabriel"). Mr. Merkin is deemed the
beneficial owner of 740,797 shares of Common Stock by virtue of (i) his
position as General Partner, president and sole stockholder of Gabriel,
which owns 299,282 shares of Common Stock and (ii) Gabriel, as the
investment advisor to Ariel Fund Limited ("Ariel"), having the power to
vote and to direct the voting of and the power to dispose and direct
the disposition of the 441,515 shares of Common Stock owned by Ariel.
(4) Excludes options to purchase 150,000 shares of Common Stock, subject to
shareholder approval, and not currently exercisable.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company, under its former name, "CellPro", filed a voluntary
petition for reorganization under Chapter 11 of the United States Bankruptcy
Code on October 28, 1998, Case No. 98-13604 in the United States Bankruptcy
Court for the Western District of Washington, Judge Karen Overstreet presiding,
and the Company commenced liquidation shortly thereafter. On May 21, 1999, the
Bankruptcy Court issued an order confirming the Company's Second Amended Plan of
Reorganization (the "Plan") dated as of May 10, 1999. The effective date of the
Plan occurred on June 1, 1999. Under such Plan, certain pre-petition creditors
of the Company were issued cash and property for extinguishing
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<PAGE>
their claims against the Company. The Company entered into a Settlement
Agreement dated September 1998, with The John Hopkins University, Becton
Dickinson and Company and Baxter Healthcare Corporation, pursuant to which the
Company made a cash payment to settle certain patent litigation. The Company
also entered into a Securities Settlement Agreement to extinguish a certain
securities class action claim and a Florida Securities Settlement Agreement to
extinguish a state securities action, both for cash payments.
The Company announced in June 1999 that it had changed its name to CPX
Corp. from CellPro, Incorporated. Also during June 1999 the Company distributed
funds to equity holders and in September 1999 made final distribution of funds
to equity holders having received the $1.4 million proceeds from a legal
settlement.
Steven Wolosky, a director of the Company, is a member of the law firm
of Olshan Grundman Frome Rosenzweig & Wolosky LLP, which law firm has been
retained by the Company during the last fiscal year. Fees received from the
Company by such firm during the last fiscal year did not exceed 5% of such
firm's or the Company's revenues.
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, thereunto duly authorized.
CPX CORP.
By: /s/ Warren G. Lichtenstein
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Warren G. Lichtenstein, President
and Chief Executive Officer
Dated: July 31, 2000
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