U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(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, 1998
[_] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number: 1-10938
SEMX CORPORATION
----------------------------------------------
(Name of Business Issuer in Its Charter)
Delaware 13-3584740
----------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1 Labriola Court
Armonk, New York 10504
----------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (914) 273-5500
Securities registered pursuant to Section 12(b) of the Exchange Act:
Name of Each Exchange
Title of Each Class on Which Registered
-------------------- -------------------
Common Stock, $.10 par value NASDAQ National Market
Securities registered pursuant to Section 12(g) of the Exchange Act: None.
Check 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 |_|
Check 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 Exhibit Index is located on page 20
<PAGE>
At March 31, 1999 the aggregate market value of the voting stock of the
Registrant held by non-affiliates was approximately $7,477,700.
At March 31, 1999 the Registrant had 6,041,016 shares of Common Stock
outstanding, $.10 par value ("Common Stock"). In addition, at such date, the
Registrant held 334,600 shares of Common Stock in treasury.
DOCUMENTS INCORPORATED BY REFERENCE:
DOCUMENT Parts Into Which Incorporated
- ---------- ------------------------------
Portions of the Definitive [Part III. Item 10,11,12 13]
Proxy Statement prepared in
connection with the Company's
1999 Annual Meeting of Stockholders
which will be held on May 26, 1999.
-ii-
<PAGE>
RESTATED FORM 10-K
Subsequent to the filing of the Registrant's Form 10-K for the year ended
December 31, 1998 and Proxy Statement dated April 28, 1999, the Registrant
discovered that an error had been made in the calculation of compensation of an
executive officer appearing in the Summary Compensation Table. Item 11 -
Executive Compensation, which was incorporated by reference from the
Registrant's Proxy Statement is amended by this Form 10K/A.
<PAGE>
PART III
Item 11 - Executive Compensation
2
<PAGE>
Executive Compensation
The following table summarizes the compensation paid to, or earned by, the
Company's Chief Executive Officer and each of the four most highly compensated
executive officers, other than its Chief Executive Officer (the "Named
Executive Officers"), who were serving as executive officers at the end of the
1996, 1997 and 1998 fiscal years, for services rendered in all capacities to
the Company during such year.
4
<PAGE>
(A) SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Awards
-------------------------------------- --------------------------------------
Name and Securities
Principal Fiscal Underlying All Other(1)
Position Year Salary ($) Bonus ($)* Options/SARs (#) Compensation ($)
- ------------------------------- -------- ------------ ------------ ------------------ -----------------
<S> <C> <C> <C> <C> <C>
Gilbert D. Raker 1998 $271,992 $75,000 3,750(4)
Chairman, President and 1997 $259,384 $75,000 32,800
Chief Executive Officer 1996 $237,000 $60,000 37,500
Frank J. Polese, 1998 $188,154 $75,000 3,750(4)
Vice Chairman and President 1997 $156,923 $25,000 5,000
of Polese Company (2) 1996 $160,654 0 10,000
Kenneth J. Huth, 1998 $160,356 $35,000 2,000(4)
Executive Vice President 1997 $152,057 $30,000 5,000
1996 $140,000 $40,000 10,000
Douglas G. Sages, 1998 $147,116 0 25,000
Executive Vice President,
Chief Financial Officer (3)
</TABLE>
- ------------
* The bonuses shown, had been accrued in the prior year and were paid to the
executive in the year noted in the table.
(1) The aggregate amount of such compensation is the lesser of either $50,000
or 10% of such person's total annual salary and bonus.
(2) Mr. Polese became Vice Chairman in January 1996.
(3) Douglas Sages joined the Company as Executive Vice President and Chief
Financial Officer in May of 1998. Mr. Sages resigned as Executive Vice
President and Chief Financial Officer effective February 22, 1999, at
which time, the 25,000 options which had been granted to Mr. Sages by the
Company were cancelled.
(4) These options were received in exchange for options previously granted in
fiscal 1998. See "Ten Year Information Regarding Repricing, Cancellation
and Regrant of Options".
(B) OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Number of Percent of Hypothetical
Securities Total Options/SAR Value at
Underlying Granted to Employees Exercise or Base Expiration Date of
Name of Individual Options/SARs In Fiscal Year Price ($ Share) Date Grant(1)
- ------------------------ -------------- ---------------------- ------------------ ------------ -------------
<S> <C> <C> <C> <C> <C>
Gilbert Raker 3,750(2) 2.5% $ 3.00 5/15/03 $ 4,577
Frank Polese 3,750(2) 2.5% $ 3.00 5/15/08 $ 6,480
Kenneth J. Huth 2,000(2) 1.3% $ 3.00 5/15/08 $ 3,456
Douglas G. Sages (3) 10,000 6.7% $ 6.25 5/15/08 $37,780
15,000 10.0% $ 6.50 5/4/03 $47,030
</TABLE>
- ------------
(1) The estimated present value at grant of options during fiscal year 1998
has been calculated using the Black-Scholes option pricing model, based
upon the following assumptions; estimated time until exercise: 3 years
from the original grant date for Mr. Raker's options and 5 years from the
original grant date for all other options presented; a risk free interest
rate of 4.44% for Mr. Raker's options, 4.33% for Mr. Polese and Mr. Huth's
options and approximately 5.6% for Mr. Sages' options was used,
representing in each case Treasury Note rates for the expected life of the
option at the time of grant. The approach used in developing the
assumptions upon which the Black-Scholes valuation was done is consistent
with the requirements of Statement of Financial Accounting Standard No.
123, "Accounting for Stock-Based Compensation."
The approach used in developing the assumptions upon which the
Black-Scholes valuation was done is consistent with the requirements of
Statement of Financial Accounting Standard No. 123, "Accounting for
Stock-Based Compensation."
(2) These Options were received in exchange for options previously granted in
fiscal 1998. See "Ten Year Information Regarding Repricing, Cancellation
and Regrant of Options."
5
<PAGE>
(3) Douglas Sages joined the Company as Executive Vice President and Chief
Financial Officer in May of 1998. Mr. Sages resigned as Executive Vice
President and Chief Financial Officer effective February 22, 1999, at
which time, the 25,000 options which had been granted to Mr. Sages by the
Company were cancelled.
(C) AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-
END OPTION/SAR VALUES
The following table sets forth (a) the number of shares received and the
aggregate dollar value realized in connection with each exercise of outstanding
stock options during the 1998 fiscal year by the Chief Executive Officer and
each of the Named Executive Officers, (b) the total number of all outstanding,
unexercised options (separately identifying exercisable and unexercisable
options) held by such executive officers as of the end of Fiscal 1998, and (c)
the aggregate dollar value of all such unexercised options that are
in-the-money (i.e., options as to which the fair market value of the underlying
Common Stock that is subject to the option exceeds the exercise price of the
option), as of the end of Fiscal 1998:
<TABLE>
<CAPTION>
Number of Value of Unexercised
Unexercised In the Money
Options/SARs at Options/SARs at
Shares Fiscal Year-End (#) Fiscal Year-End (#)
Acquired/ Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($) Unexercisable Unexercisable
- -------------------- -------------- -------------- --------------------- ---------------------
<S> <C> <C> <C> <C>
Gilbert D. Raker -- -- 73,900/3750 $0/$0
Frank J. Polese -- -- 57,500/3750 $0/$0
Kenneth J. Huth -- -- 10,000/2000 $0/$0
Douglas G. Sages -- -- 0/25,000 $0/$0
</TABLE>
(D) TEN YEAR INFORMATION REGARDING REPRICING, CANCELLATION AND REGRANT OF
OPTIONS.
In December 1998, the Company repriced certain outstanding stock options
which were granted from 1993 to 1998. In connection with the repricing, the
Company made an offer to certain holders of the options, including the Chief
Executive Officer and the Named Executive Officers, to reduce by one-half the
number of shares covered by these options in consideration of a reduction in
the exercise price of the options from their original exercise price, to $3.00
per share. The following table sets forth certain information with respect to
the repricing of options held by the Chief Executive Officer and the Named
Executive Officers.
<TABLE>
<CAPTION>
Original Amended Closing Length of
Number of Number of Market Original
Securities Securities Price of Exercise Option Term
Underlying Underlying Stock at Price at New Remaining
Options Options Time of Time of Exercise at Date of
Name Date Repriced Repriced Repricing Repricing Price Repricing
- ------------------- ---------- ------------ ------------ ----------- ----------- -------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Gilbert Raker 12/01/98 20,000 10,000 $2.469 $ 4.40 $ 3.00(1) 5.5 years
12/01/98 40,000 20,000 2.469 5.00 3.00(1) 5.5 years
12/01/98 10,000 5,000 2.469 4.26 3.00(1) .5 years
12/01/98 20,000 10,000 2.469 8.46 3.00(1) 1.5 years
12/01/98 17,500 8,750 2.469 9.08 3.00(1) 2.1 years
12/01/98 20,000 10,000 2.469 9.25 3.00(1) 2.9 years
12/01/98 12,500 6,250 2.469 11.625 3.00(1) 3.9 years
12/01/98 7,800 3,900 2.469 12.788 3.00(1) 3.9 years
12/01/98 7,500 3,750 2.469 6.875 3.00(1) 4.5 years
Frank J. Polese 12/10/98 10,000 5,000 2.938 8.46 3.00 6.5 years
12/10/98 5,000 2,500 2.938 8.25 3.00 7.1 years
12/10/98 5,000 2,500 2.938 9.25 3.00 7.9 years
12/10/98 5,000 2,500 2.938 8.00 3.00 8.5 years
12/10/98 7,500 3,750 2.938 6.25 3.00 9.5 years
Kenneth J. Huth 12/10/98 5,000 2,500 2.938 7.69 3.00 6.5 years
12/10/98 5,000 2,500 2.938 8.25 3.00 7.1 years
12/10/98 5,000 2,500 2.938 9.25 3.00 7.9 years
12/10/98 5,000 2,500 2.938 8.00 3.00 8.5 years
12/10/98 4,000 2,000 2.938 6.25 3.00 9.5 years
</TABLE>
- ------------
(1) Represents at least 110% of the closing sales price of the Common Stock on
the date of the repricing.
6
<PAGE>
Compensation of Directors
The independent Directors of the Company, Messrs. Fain, Moorhead, Sands,
Pinto and Lozyniak, are each compensated $6,000 per fiscal year and $500 per
meeting for serving on the Board of Directors. The Chairman of each committee
of the Board receives $1,000 for their service. Members of each committee
receive $500 per meeting attended.
Pursuant to the Company's Non-Qualified Stock Option Plan (the
"Non-Qualified Plan"), non-employee Directors (Messrs. Fain, Moorhead, Pinto,
Sands and Lozyniak) will receive options to purchase 2,500 shares of Common
Stock as of the date of the Annual Meeting. The options will be exercisable at
a price equal to 100% of the fair market value of the common stock on the date
of grant.
Employment Agreements
On December 15, 1994, the Company entered into a five-year employment
agreement with Gilbert Raker, pursuant to which Mr. Raker will receive an
annual salary in 1999 of $284,000. Mr. Raker's future increases in salary are
at the discretion of the Board. Bonuses may be paid at the discretion of the
Compensation Committee. In the event of a change of control (as defined) of the
Company, Mr. Raker may terminate his employment with the Company, and receive
the remaining compensation under his employment agreement. Mr. Raker has agreed
not to engage in a business that is competitive with the Company during the
term of the agreement and for a period of one year thereafter.
On December 15, 1994, Polese Company entered into a five-year employment
agreement with Frank J. Polese, pursuant to which Mr. Polese received an annual
salary in 1998 of $182,000. Subsequent to 1998, Mr. Polese's annual salary
increases are at the discretion of the Compensation Committee. For a period of
ten years, Mr. Polese has the right to receive 10% of (i) the pre-tax profit
from Polese Company's copper tungsten product line, after allocating operating
costs, and (ii) the proceeds of the sale, if any, by the Company of the
copper/tungsten heat dissipation technology. Mr. Polese's agreement contains
the same change of control and non-competition provisions as Mr. Raker's
agreement.
On December 15, 1994, the Company entered into a three-year employment
agreement with Kenneth Huth, pursuant to which Mr. Huth received an annual
salary in 1998 of $157,500. Subsequent to 1998, Mr. Huth's future annual salary
increases are at the discretion of the Compensation Committee. The agreement
with Mr. Huth continues on a year-to-year basis unless terminated. Mr. Huth's
agreement contains the same change of control and non-competition provisions as
Mr. Raker's agreement.
Employee Stock Option Plan
The SEMX Corporation Amended Employees' Incentive Stock Option Plan (the
"Plan") provides for shares of the Company's Common Stock to be reserved for
issuance upon exercise of options designated as "incentive stock options"
within the meaning of Section 422A of the Internal Revenue Code of 1986, as
amended. There are 900,000 shares reserved for issuance upon exercise of
options.
The Plan is administered for the Board of Directors by the Stock Option
Committee, currently comprised of John U. Moorhead II and Richard D. Fain,
which determines among other things, the persons to be granted options under
the Plan, the number of shares subject to each option and the option price. The
exercise price of any stock option granted under the Plan may not be less than
the fair market value of the shares subject to the option on the date of grant,
provided that the exercise price of any incentive option granted to an optionee
owning more than 10% of the outstanding Common Stock may not be less than 110%
of the fair market value of the shares underlying such option on the date of
grant and the aggregate fair market value of stock with respect to which
incentive options are exercisable for the first time by an optionee during any
calendar year shall not exceed $100,000. The term of each option and the manner
in which it may be exercised is determined by the Board of Directors or the
Stock Option Committee, provided that any option granted to an optionee owning
more than 10% of the Common Stock shall have a term of no more than five years.
Incentive Options may be granted only to employees and no option granted to an
employee may be exercised unless the optionee is an employee of the Company and
has been in such position for at least one year after the date of grant.
Options are not transferable, except upon death of the optionee. To date, after
giving effect to the exchange and repricing of certain options, 495,025 options
(as adjusted) have been granted under the Plan.
Non-Qualified Stock Option Plan
The Company's Non-Qualified Stock Option Plan (the "Non-Qualified Plan")
provides for the grant of non-qualified stock options, which are not intended
to qualify under Section 422A(b) of the Internal Revenue Code of 1986, as
amended, to purchase an aggregate of 300,000 shares. The Non-Qualified Plan
provides that non-qualified
7
<PAGE>
stock options ("NQSOs" or "Options") may be granted to employees,
non-employees, Directors and consultants to the Company and its subsidiaries,
all of whom are eligible to participate in the Non-Qualified Plan (the
"Participants"). The Plan, as amended, provides that all non-employee Directors
will receive options to purchase 2,500 shares of Common Stock as of the date of
the Annual Meeting, commencing with the Annual Meeting of 1997. The options are
exercisable at a price equal to 100% of the fair market value of the common
stock on the date of grant. The Non-Qualified Plan is administered by a stock
option committee (the "Non-Qualified Committee") consisting of two
disinterested members appointed by the Board of Directors. The Non-Qualified
Committee is currently comprised of Mark A. Pinto and Steven B. Sands. The
terms of the options granted under the Non-Qualified Plan are to be determined
by the Non-Qualified Committee. An option must be granted within ten years from
the date that the Non-Qualified Plan was adopted. Options will be exercisable
in whole or part at any time during the ten-year period, but will not have an
expiration date later than ten years from the date of grant. Options are non-
transferable, except upon death of the optionee. To date, after giving effect
to the exchange and repricing of certain options 85,000 options have been
granted under the Non-Qualified Plan.
Stock Options Outside Of A Plan
After giving effect for the exchange and repricing of certain options, the
Company has granted and presently has outstanding options for 188,750 shares,
which were granted outside of its option plans, to certain Directors of the
Company, consultants and employees.
CERTAIN TRANSACTIONS
In connection with the acquisition of all of the issued and outstanding
shares of Common Stock of Polese Company in 1993, for a ten-year period
commencing on January 1, 1994, Mr. Polese has the right to receive 10% of (i)
the pre-tax profit from the copper tungsten product line after allocating
operating costs and (ii) the proceeds of the sale, if any, by the Company of
the tungsten/copper heat dissipation technology.
During 1997, a company owned by Mr. Polese acquired machinery and
equipment from the Company for $254,000. The Company recognized a $46,000 gain
on this sale.
The Company believes that transactions between the Company, its officers,
Directors, principal stockholders, its subsidiaries or its or their affiliates
have been, and in the future will be, on terms no less favorable to the Company
than could be obtained from unaffiliated third-parties. Future transactions
with affiliates will be approved by a majority of the disinterested members of
the Board of Directors.
REPORT OF COMPENSATION COMMITTEE
The Report of the Compensation Committee and the Performance Graph herein
shall not be incorporated by reference into any filing notwithstanding anything
to the contrary set forth in any of the Company's previous filings under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934 that
might incorporate future filings in whole or in part, including this Proxy
Statement.
The Compensation Committee of the Board of Directors (the "Committee") is
composed entirely of independent non-employee directors. The Committee is
responsible for establishing and administering the Company's employee
compensation plans, subject to the approval of the Board of Directors. The
Committee applies a philosophy based on the premise that the achievements and
successes of the Company result from the coordinated efforts of all individuals
working toward common objectives.
Compensation Philosophy
The goals of the Company's compensation program are to align compensation
with business performance and to enable the Company to attract and retain
competent executives who contribute to the success and profitability of the
Company.
The Committee is committed to providing compensation that helps attract
and retain highly competent executive officers. Executive Officers are rewarded
based upon corporate performance and profitability through the payment of
bonuses and the grant to them of stock options. The Company believes stock
ownership by management fosters an interest in the enhancement of stockholder
value and thus aligns management's interest with that of the stockholders.
Compensation of the Chief Executive Officer
Gilbert D. Raker, the Chairman of the Board, President and Chief Executive
Officer has been instrumental in the expansion and growth of the Company. He
has played and continues to play a pivotal role in the movement of the Company
into new areas of business. In 1994, the Company entered into a five year
employment agreement
8
<PAGE>
with Mr. Raker. Mr. Raker currently receives a base salary of $284,000 per
annum. Increases in his salary are at the discretion of the Board. In addition,
the Compensation Committee, in its discretion may pay Mr. Raker a bonus. Mr.
Raker did not receive a bonus for the 1998 fiscal year. In addition to being
eligible to receive a bonus, Mr. Raker participates in the Company's Stock
Option Plans.
COMPENSATION VEHICLES
The Company uses a total compensation program that consists of cash and
equity based compensation.
CASH BASED COMPENSATION
Salary and Bonuses
Individual salary determinations of the Company's executive officers are
based on experience, duties and functions, performance and comparison to peers,
both inside and outside of the Company.
The Board of Directors in its discretion, may award bonuses to executive
officers in recognition of their performance and their contribution to the
success of the Company.
401-K Plan
The Company has a 401-K Plan and matches up to 2% of the total
compensation of participants in the Plan up to a maximum allowed by law.
EQUITY BASED COMPENSATION
The Company utilizes its Amended Employees' Incentive Stock Option Plan
and Non-Qualified Stock Option Plan (the "Plans"), to provide executive
officers, among others, involved in the Company's development, an opportunity
to acquire or increase their proprietary interest in the financial successes
and progress of the Company by means of grants of options to purchase Company
Common Stock. The Plans utilize vesting periods, which are determined by the
committees of the Board which administer the Plans, to encourage executive
officers to continue in the employ of the Company.
REPRICING OF STOCK OPTIONS
In December of 1998 the Committee agreed to offer the Chief Executive
Officer and the Named Executive Officers and others the opportunity to exchange
previously granted options for a reduced number of options at a lower exercise
price. As per the offer, the individuals could exchange options which had been
granted to them with exercise prices ranging from $4.26 to $12.79, for half the
amount of options with an exercise price of $3.00 per share. The Closing sale
price of the common stock on the dates of the exchanges was $2.469 and $2.938,
respectively. Due to a drop in the price of the Company's stock, the Committee
felt it was in the best interest of the Company, to make the aforementioned
offer to the Chief Executive Officer and the Named Executive Officers and
others in order to maintain and strengthen their desire to remain with the
Company and stimulate their efforts on the Company's behalf.
THE COMPENSATION COMMITTEE: John U. Moorhead, II
Richard D. Fain
9
<PAGE>
PERFORMANCE GRAPH
Set forth below is a Performance Graph that shows the cumulative total
return on the Company's Common Stock compared with the cumulative total return
of the Small Cap 600 and a peer group index for the period of the Company's
last five fiscal years (December 1993 = 100):
Because the Company is involved in a variety of microelectronic and
semiconductor businesses, no published peer group accurately mirrors the
Company's business or weighs those businesses to match their relative
contributions to the Company's overall performance. Accordingly, the Company
had created a special peer group index that includes companies in the principal
lines of business which the Company does business. The common stocks of the
following companies have been included in the peer group index: Alpha
Technologies Group, Inc., Brush Wellman, Inc., Kulicke & Soffa Industries,
Inc., Merix Corp., Methode Electronics, Inc., Robinson Nugent Inc. and
Sheldahl.
[GRAPHIC OMITTED]
[PLOT POINTS FOR PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Small Cap 600 $100 95 123 149 187 185
SEMX 100 150 222 261 181 69
Peer Group 100 149 208 215 218 177
</TABLE>
A $100 investment in the Company's Common Stock in December, 1993 would be
equal to $69.00 in December, 1998. The Board of Directors recognize that the
market price of stock is influenced by many factors, only one in which is
company performance. The stock price performance shown on the Performance Graph
is not necessarily indicative of future price performance.
THE BOARD OF DIRECTORS RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR" ALL THE
NOMINEES LISTED IN THE FOREGOING PROPOSAL 1.
10
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this 10-K/A Report to be
signed on its behalf by the undersigned, duly authorized.
Dated: June 24, 1999
SEMX CORPORATION
by: /s/ Mark A. Koch
-------------------------
Controller and Secretary
(Chief Accounting Officer)
3
