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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------
FORM 10-KSB/A
AMENDMENT TO APPLICATION OR REPORT
FILED PURSUANT TO SECTION 12, 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
SPATIALIGHT, INC. (f/k/a SAYETT GROUP, INC.)
(Exact name of registrant as specified in charter)
AMENDMENT NO. 3
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report for the fiscal year
ended December 31, 1995 on Form 10-KSB as set forth in the pages attached
hereto:
Item 13(a)
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ITEM 13. EXHIBITS LIST AND REPORTS ON FORM 8-K
(a) The following exhibits are filed as part of this Form 10-KSB:
EXHIBIT DESCRIPTION
- ------- -----------
3.1* Certificate of Incorporation
3.2* Bylaws
10.1* 1991 Stock Option Plan
10.20* Form of Officers and Directors Agreement
10.23* Employee Stock Option Plan
10.24* Directors Stock Option Plan
10.25* Agreement between Sayett Group, Inc. and InterVision Systems,
Inc., dated March 11, 1994.
10.26* Agreement and Plan of Reorganization, dated January 26, 1995.
10.27* Sayett Group, Inc. and WAH-III Technology Subscription and
Stock Purchase Agreement, dated November 25, 1992.
10.28* Amendment to Subscription and Stock Purchase Agreement, dated
June 29, 1993.
10.29* Second Amendment to Subscription and Stock Purchase Agreement,
dated April 27, 1994
10.30* Stock Purchase Agreement, dated July 19, 1994.
11.1* Statement of Computation of Per Share Earnings (Loss).
21.* Subsidiaries of the Sayett Group, Inc.
99.* Independent Auditors report on financial statements of
InterVision, Systems, Inc.
99.1 Definitive Proxy for 1996 Annual Meeting of Stockholders,
dated April 15, 1996.
- ----------------
*Previously filed.
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EXHIBIT 99.1
SAYETT GROUP, INC.
16 DIGITAL DRIVE, SUITE 202
NOVATO, CALIFORNIA 94949-5759
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The 1996 Annual Meeting of Shareholders of Sayett Group, Inc. (the
"Company") will be held at the Company's facility at 16 Digital Drive, Suite
202, Novato, California 94949-5759 on Friday, May 17, 1996 at 10:00 a.m. local
time, for the following purposes:
1. To elect (6) directors for a term of one (1) year and until their
successors have been elected and qualified;
2. To consider and act upon a proposal to amend the Certificate of
Incorporation of the Company to change the Company's name to Spatialight, Inc.
3. To consider and act upon a proposal to appoint Deloitte & Touche LLP as the
Company's independent public accountants for the year ending December 31, 1996.
4. To transact such other business as may properly come before the meeting or
any adjournment or adjournments thereof.
Information concerning matters to be acted upon at the Annual Meeting is
set forth in the accompanying Proxy Statement.
Shareholders of record at 5:00 p.m. Eastern Standard Time, on March 29,
1996, are entitled to notice of, and to vote at, the meeting. Each shareholder,
even though he or she now plans to attend the meeting, is requested to execute
the enclosed proxy card and return it without delay in the enclosed postage-paid
envelope. Any shareholder present at the meeting may revoke his or her proxy in
writing and vote personally on each matter brought before the meeting.
By Order of the Board of Directors
Alan S. Lockwood
Secretary
April 15, 1996
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PROXY STATEMENT
OF
SAYETT GROUP, INC.
FOR THE
1996 ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement (the "Proxy Statement") is furnished to shareholders
of Sayett Group, Inc., a New York corporation having its principal offices at
8 Commercial Boulevard, Suite C, Novato, California 94949-6125 (the "Company")
in connection with the solicitation of proxies by the Board of Directors of the
Company relating to the 1996 Annual Meeting of shareholders (the "Annual
Meeting") which will be held at the Company's facilities at 8 Cormmercial
Boulevard, Suite C, Novato, California on Friday, May 17, 1996, at 10:00 a.m.,
local time, and at any and all adjournments of the Annual Meeting. The enclosed
proxy, when properly executed and received by the Secretary of the Company prior
to the Annual Meeting, will be voted as therein specified unless revoked by
filing with the Secretary prior to any vote at the Annual Meeting, a written
revocation or a duly executed proxy bearing a later date. Unless authority to
vote for one or more of the director nominees is specifically withheld according
to the instructions, a signed proxy will be voted FOR the election of the six
director nominees named herein. Unless a proxy is designated as being voted
against, or unless a shareholder designates that the shareholder abstains, with
regard to proposals 2 and 3 as set forth in the proxy, a signed proxy will be
voted FOR that proposal. This Proxy Statement, together with the accompanying
form of proxy, was mailed to shareholders on or about April 15, 1996.
As of March 29, 1996, the record date for the Annual Meeting, there were
6,353,191 of the Company's common shares, par value $.0l per share (the "Common
Shares"), issued and outstanding. Only shareholders of record on the books of
the Company at the close of business on March 29, 1996 are entitled to notice
of, and to vote at, the Annual Meeting and at any and all adjournments of the
Annual Meeting. Each such shareholder is entitled to one vote for each Common
Share registered in the name of the shareholder. A majority of the outstanding
Common Shares represented in person or by proxy at the Annual Meeting will
constitute a quorum for the transaction of business.
The cost of soliciting proxies will be borne by the Company. In addition
to solicitation by use of the mails, officers and regular employees of the
Company, without extra compensation, may solicit proxies personally, by
telephone or telegraph. The Company has requested persons holding Common Shares
in their names for others or in the names of nominees to forward soliciting
material to the beneficial owners of such Common Shares and the Company will, if
requested, reimburse such persons for their reasonable expenses in so doing.
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SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of March 29, 1996, the name and address
of each director and executive officer who owns shares of Common Stock and each
other person known by the Company to own beneficially more than 5% of the
Company's outstanding shares of Common Stock and the number of shares owned by
all directors and officers of the Company, as a group:
<TABLE>
<CAPTION>
Amount and Nature of Percent of
Name and Address Beneficial Owner Beneficial Ownership (l) Class (1)
- --------------------------------- -------------------- -----
<S> <C> <C>
Raymond L. Bauch 2,508,769 (7) 38.8%
14 Office Drive Park, Suite 1
Palm Coast, FL 32137
Michael H. Burney 0 0%
424 9th Street
Santa Monica, CA 90402
William E. Hollis 46,000 (2) 0.7%
16 Digital Drive #202
Novato, CA 94949-6125
Dean S. Irwin 0 (3) 0%
16 Digital Drive #202
Novato, CA 94949-6125
Edward J. Kelly 91,000 (4) 1.4%
126 Wedgewood Drive
Penfield, NY 14526
Alan S. Lockwood 15,250 0.2%
7291 Dennsprt. Lane
Victor, NY 14564
Lawrence J. Matteson 10,000 (5) 0.2%
5 Hogan Court
Pittsford, NY 14534
William A. Pakan 11,000 (6) 0.2%
1818 Cedar Chase
Akron, OH 44312
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Thomas D. Stahl 0 0%
6940 Via Del Oro, Suite 290
San Jose, CA 95119
All directors and officers as a group (9 persons) 2,682,019 41.5%
</TABLE>
NOTE
(1) Unless otherwise indicated below, each director, executive officer and 5%
shareholder has sole voting and investment power with respect to all shares
beneficially owned.
(A) (B)
(2) W. E. Hollis 15,000 45,000
(3) D. S. Irwin 0 30,000
(4) E. J. Kelly 80,000 0
(5) L. J. Matteson 10,000 0
(6) W. A Pakan 10,000 0
(A) Shares included which are issuable within 60 days upon exercise of
non-qualified stock options.
(B) Shares excluded which represent non-qualified stock options which are
not exercisable within 60 days.
(7) Includes 75,758 shares of Common Stock held by Bauch Associates, L.P., a
New York limited partnership of which Mr. Bauch is the sole general partner and
his children the limited partners. While Mr. Bauch has voting control over all
such shares by virtue of his status as sole general partner, he disclaims any
beneficial interest in all but 758 of such shares, representing his 1% interest
in the partnership. Also includes 108,169 shares owned by the Raymond L Bauch
Foundation for which Mr. Bauch has voting control.
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The directors and officers of the Company were elected at the May 1995
meeting of the Board of Directors. On December 29, 1995, the Company accepted
the resignation of Jeffrey B. Spear and Donald C. Bauch in conjunction with the
sale of Sayett Technology, Inc. to a company in which they served as principals.
Mr. Spear was the Vice President, Treasurer and Chief Financial Officer of
Sayett Group and Mr. Donald C. Bauch served as President of Sayett Technology,
Inc. until their respective departures. The remaining Officers and Directors
have served in their respective capacities since the 1995 Annual Meeting.
Name Age Position
- ---- --- --------
Raymond L. Bauch 51 Director
Michael H. Burney 43 Nominee for Director
Wiffiam E. Hollis 57 President and Chief Executive Officer, Sayett
Group, Inc.
Dean S. Irwin 34 Director, Vice President & General Manager
WAH-III Technology Corp.
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Name Age Position
- ---- --- --------
Edward J. Kelly 64 Director
Alan S. Lockwood 43 Secretary, Director
Lawrence J. Matteson 56 Chairman of the Board, Director
William A. Pakan 67 Director
Thomas D. Stahl 47 Nominee for Director
All directors serve for a term of one year and until their successors are duly
elected. All officers serve at the discretion of the Board of Directors.
Messrs. Bauch and Pakan have declined to stand for re-election to the
Board, each for personal reasons which do not involve any disagreement with the
Company on any matter relating to the Company's operations, policies or
practices. Messrs. Hollis, Kelly, Lockwood, Matteson, Burney and Stahl are each
nominees for the position of director of the Company to be voted upon at the
1996 Annual Meeting. A brief description of their respective business
experience during the past five years is presented in the portion of this Proxy
Statement entitled "Election of Directors." A brief description of the business
experience of Dean S. Irwin, Vice President and General Manager of WAH-III
Technology Corp. is presented herewith.
DEAN S. IRWIN joined WAH-III in July, 1993 and has led the engineering
department and product development efforts. Mr. Irwin has an extensive
background in electronics, software and optics used in the design and
manufacture of high technology products. Prior to joining WAH-III, he was the
founder and Chief Scientist for D.I.R. Corp. which developed products for
commercial and government applications including electronic systems for the U.S.
Air Force & Department of Energy. Mr. Irwin also worked in various engineering
capacities for Acculase, Inc., GA Technologies, Inc., Universal Voltronics
Corp., Borland International, and consulted to the Plasma Research Center at
M.I.T. and the Institute of Plasma Physics at Nagoya University, Japan.
ELECTION OF DIRECTORS
PROPOSAL NO. 1: Relating to the Election of Directors of the Company.
A Board of Directors consisting of 6 directors is proposed to be elected by
the shareholders at the Annual Meeting, each director to hold office until the
next Annual Meeting of shareholders and until his successor is duly elected and
qualifies. The number of directors to be elected has been fixed by the Board of
Directors pursuant to the Company's By-Laws at six.
The Board of Directors recommends the election of the six nominees named
below. The Board of Directors does not contemplate that any of the nominees
will be unable to serve as a
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director, but should any such nominee so notify the Company of the nominee's
unavailability prior to the voting of the provides, the persons named in the
enclosed proxy reserve the right to vote for such substitute nominee or nominees
as they, in their sole discretion shall determine.
Unless authority to vote for one or more of the director nominees is
specifically withheld according to the instructions, proxies which are executed
and returned to the Company prior to the Annual Meeting in the enclosed form
will be voted FOR the election of each of the 6 nominees named below. The proxy
solicited by the Board of Directors will be so voted unless shareholders specify
a contrary choice therein. The affirmative vote of a plurality of the votes
cast at the meeting shall be required to elect directors. What follows is
certain information relating to each of the nominees for director:
MICHAEL H. BURNEY, nominee for director, has been Chairman & C.E.O. of
Chronomotion Imaging Applications, Inc. in Santa Monica, California since its
founding in 1993. Mr. Burney was a Vice President with Packard Bell
Electronics, Inc. in West Lake Village, California from 1990 through 1995 and
was a consultant for Arthur Young & Company and Ernst & Young from 1987 through
1990. Receiving a Bachelor of Arts from Pomona College in Clairmont, California
in 1975, Mr. Burney received a Master of Business Administration in 1986 from
the University of Southern California at Los Angeles. Mr. Burney is the
recipient of two U.S. patents in association with his current company and lives
in Santa Monica, California.
WILLIAM E. HOLLIS joined the Company in December, 1994 as President and
Chief Executive Officer. During 1994, prior to joining the Company, Mr. Hollis
was a management consultant specializing in assisting small businesses to
improve operations. In December, 1992, he joined PSC, Inc., a bar code scanner
manufacturer, as its Chief Financial Officer, leaving the company in January,
1994. From September, 1988, to November, 1992, he served as Chief Financial
Officer and co-founder of AMTX, Inc., a spin-off of the Xerox Corporation.
Mr. Hollis holds a B.S. degree from Drake University.
EDWARD J. KELLY retired as President and Chief Executive Officer of the
Company as of December 1, 1994 and was appointed as a member of the Board of
Directors at that time. Mr. Kelly joined the Company in May 1991 as a Director
and served until April of 1992 when he was elected as President and C.E.O. of
the Company and President of Sayett Technology, Inc. Joining Eastman Kodak in
June 1958, he held various managerial positions in engineering until his
retirement in 1990 when he was Manager of Equipment Development for the
Professional Photography Division. Mr. Kelly holds a B. S. degree in electrical
engineering from Tufts University and a M.B.A. degree from the University of
Rochester Graduate School of Business.
ALAN S. LOCKWOOD has served as Secretary of the Board of the Company since
January of 1994. In its annual meeting on May 12, 1995, he was elected as a
director of the Company. Mr. Lockwood is a partner in the law firm of Boylan,
Brown, Code, Fowler, Vigdor & Wilson LLP of Rochester, New York, which firm is
general counsel to the Company. He specializes in corporate finance and has
been affiliated with Boylan, Brown since 1978. Mr. Lockwood is a graduate of
Cornell University School of Arts and Sciences and Cornell Law School.
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LAWRENCE J. MATTESON has been a Director since October 1991 and on May 23,
1995 he was elected Chairman of the Company. Mr. Matteson is currently an
executive professor of business policy at the William E. Simon Graduate School
of Business Administration, University of Rochester. Mr. Matteson was Senior
Vice President and General Manager, Electronic Imaging for Kodak until
December 1, 1991. Mr. Matteson began his career with Kodak in 1965 as a
research engineer and has worked at Kodak in various positions continuously from
that date until December 1, 1991. He holds degrees in engineering and an M.B.A.
from the University of Rochester Graduate School of Business.
THOMAS D. STAHL, nominee for director, has served as Executive Vice
President and General Manager, Teleview Research, Inc. of San Jose, California
since July 1995. Mr. Stahl joined Teleview in September 1994 as Vice President,
Sales and Marketing. Mr. Stahl served as Director of Sales for OIS Imaging
Systems, a start-up manufacturer of flat panel displays from December 1990 to
1994. Mr. Stahl has held various senior sales and management positions in the
display industry with start-up and large Fortune companies including NCR and
Xerox Corporation. He is the holder of several patents and licenses related to
display technology. Mr. Stahl holds a B.A. degree from Ohio State University.
None of the Company's directors is a director of any company with class of
securities registered pursuant to Section 12 of the Securities Exchange Act of
1934, as amended, or of any company registered under the Investment Company Act
of 1940, as amended. There are no family relationships among any members of the
Board of Directors or the executive officers or significant employees of the
Company. The Board of Directors met six times during the year ended
December 31, 1995.
The Company has two committees of the Board, Audit and Compensation. The
Audit Committee was comprised of Messrs. Kelly, Matteson and Pakan and held two
meetings during 1995. The Compensation Committee is also comprised of
Messrs. Kelly, Matteson and Pakan and met two times during 1995.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT. Based solely upon its
review of Forms 3 and 4 received by the Company during its fiscal year ended
December 31, 1994, and in reliance upon written representations regarding the
necessity to file Form 5, the Company has determined that, to the best of its
knowledge and belief, no officer, director, or shareholder required to file such
forms has failed to do so timely.
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid for the years 1993,
1994 and 1995 to the Company's Chief Executive Officer and executive officers
who earned in excess of $100,000 in any one year.
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SUMMARY COMPENSATION TABLE
Name and Principal Options
Position Year Salary Bonus SARs (#)
- -------- ---- ------ ----- --------
William E. Hollis, 1995 $82,225 - 30,000
President & C.E.O. 1994 $6,323 30,000
1993 N/A N/A
Edward J. Kelly 1995 - -
Former C.E. O. 1994 $81,538 - -
-------
1993 - 45,000
$117,427
NOTE: Columnar information required by Item 402(a)(2) has been omitted for
categories where there has been no compensation awarded to, earned by
or paid to any of the named executives required to be reported in the
table during 1993, 1994 or 1995.
Non-management directors are paid $100 for each board meeting
attended. Directors who are also full time employees are not paid directors'
fees.
STOCK OPTION PLAN
THE 1991 STOCK OPTION PLAN
In May 1991, the Company adopted the 1991 Stock Option Plan that provides
for the grant of incentive and non-qualified stock options to selected
employees, officers and directors. The 1991 Stock Option Plan allows for the
issuance of options to purchase up to 500,000 shares of Common Stock. The
vesting schedule of this plan allows for the exercise of half the options
granted after one year with full exercisability of all options granted two years
after the grant of options. As of December 31, 1995, options to purchase
100,000 shares of Common Stock were outstanding at an average exercise price of
$2.58 per share. Of that amount, options to purchase 90,000 shares of Common
Stock were exercisable at an average exercise price of $2.68 per share. During
1995, no options were exercised. As of December 31, 1995, 400,000 shares of
Common Stock were available for future grants under the 1991 Stock Option Plan.
THE 1993 EMPLOYEE AND DIRECTOR STOCK OPTION PLANS
In July 1993, the Company adopted the 1993 Employee Stock Option Plan and
the 1993 Director Stock Option Plan. The Employee Plan provides for the grant
of incentive and non-qualified stock options to selected employees and is
administered by the Compensation Committee of the Board of Directors. Options
to purchase up to 415,000 shares of Common Stock have been allowed for under the
plan. The plan utilizes the same vesting schedule as in the 1991 plan. As of
December 31, 1995, options to purchase 100,000 shares of Common Stock under this
plan were outstanding at an average exercise price of $2.23 per share. Of that
amount,
7
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options to purchase 25,000 shares of Common Stock were exercisable at an average
exercise price of $3.08 per share. As of December 31, 1995, no shares of Common
Stock had been issued upon exercise of these options and 315,000 shares of
Common Stock were available for future grants under the 1993 Employee Stock
Option Plan.
The 1993 Director Stock Option Plan allows for the issuance of options to
purchase up to 85,000 shares of Common Stock by Directors pursuant to the
formula set forth in the plan. There had been no grants of options under the
1993 Director Stock Option Plan as of December 31, 1995.
OTHER STOCK OPTIONS
On September 23, 1993, the Board of Directors granted an option to purchase
10,000 shares of Common Stock at $3.00 per share to R. Jerry Falkner, all of
which were fully vested as of December 31, 1995. Mr. Falkner was previously
engaged to provide investor relations and news dissemination services for the
Company. The Company no longer enlists his services and the options granted to
Mr. Falkner represent the only such grant to any individual who was not a
Director, officer, or employee of Sayett Group.
8
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APPROVAL OF CHANGE OF COMPANY NAME
PROPOSAL NO. 2: Approving the amendment of the Company's Certificate of
Incorporation to change the Company's name to Spatialight, Inc.
The affirmative vote of the holders of a majority of all outstanding Common
Shares of the Company entitled to vote at the Annual Meeting is required to
authorize the amendment of the Company's Certificate of Incorporation to change
the Company's corporate name to Spatialight, Inc.
BACKGROUND. On December 28, 1995, the Company sold its subsidiary, Sayett
Technology, Inc., and in connection with the sale assigned all rights in and to
the intellectual property and trademarks related to the business sold, including
the name and trademark "Sayett". The Company agreed to immediately begin doing
business as Spatialight, and to recommend to its shareholders, at the next
annual meeting of shareholders, that the Company change its corporate name to a
name other than "Sayett".
The sale of Sayett Technology completed the divestiture by the Company of
certain operating units which began with the sale of Surmotech, Inc. in July,
1995. The Company is now concentrating its entire effort on the
commrcialization of the Spatial Light Modulator developed by its subsidiary,
WAH-III Technology Corp. All of the operations of the Company and its
subsidiary have been consolidated in Novato, California to facilitate this
process. Management believes that the name "Spatialight" appropriately reflects
the mission and focus of the Company.
The Board of Directors recommends a vote FOR the amendment of the Company's
Certificate of Incorporation to change the Company's corporate name to
Spatialight, Inc.
APPROVAL OF INDEPENDENT ACCOUNTANTS
PROPOSAL NO. 3: Approving the Appointment of Deloitte & Touche LLP as the
Company's Independent Public Accountants for the year ending December 31, 1995.
For the year ended December 31, 1995, the accounting firm of Deloitte &
Touche LLP served as the independent public accountants of the Company for the
purpose of reporting on the audit of the Company's financial statements. The
Board of Directors proposes the appointment of Deloitte & Touche LLP as the
Company's independent public accountants for the year ended December 31, 1996.
The appointment requires an affirmative vote of a majority of the total number
of votes cast at the Annual Meeting, either in person or by proxy. In the
absence of instructions to the contrary, provides covering the Common Shares
will be voted FOR the appointment of Deloitte & Touche LLP as the Companies
independent public accountants for the year ending December 31, 1996. If the
shareholders do not appoint Deloitte & Touche LLP, the selection of independent
public accountants will be made by the Board of Directors, and Deloitte & Touche
LLP may at that time be considered for such appointment.
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OTHER BUSINESS
PROPOSAL NO. 4: Authorizing Proxies to Vote Upon Certain Other Business.
As of the date of this Proxy Statement, the Board of Directors knows of no
other matters that are to be presented for consideration at the Annual Meeting.
Should any other matter come before the Annual Meeting, however, the persons
named in the enclosed proxy will have discretionary authority to vote all
proxies with respect to any such matter in accordance with their judgment.
Shareholders are requested to date, sign and return the proxy in the
enclosed envelope. If you attend the Annual Meeting, you may revoke your proxy
at that time and vote in person if you so desire; otherwise, your proxy will be
voted for you.
SHAREHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
In order for any shareholder proposal to be included in the Company's Proxy
Statement to be issued in connection with the 1997 Annual Meeting of
Shareholders, such proposal must be received by the Company no later than
JANUARY 12, 1997.
--------------------
INCLUDED WITH THIS PROXY IS THE COMPANY'S ANNUAL REPORT TO SHAREHOLDERS AND
THE MATTERS SET FORTH THEREIN ARE INCORPORATED HEREIN BY REFERENCE. AMONG THE
INFORMATION APPEARING IN THE ANNUAL REPORT ARE "MANAGEMENT'S DISCUSSION AND
ANALYSIS OR PLAN OF OPERATION;" INFORMATION RELATING TO THE MARKET PRICE OF AND
DIVIDENDS ON THE COMPANY'S COMMON SHARES; SUPPLEMENTAL FINANCIAL DATA, AND THE
AUDITED FINANCIAL STATEMENTS OF THE COMPANY AS OF DECEMBER 31, 1995 AND 1994
TOGETHER WITH THE AUDITOR'S REPORT. A COMPLETE COPY OF THE COMPANY'S FORM
10-KSB FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS AVAILABLE WITHOUT
CHARGE UPON WRITTEN REQUEST TO SAYETT GROUP, INC., 16 DIGITAL DRIVE, SUITE 202,
NOVATO, CALIFORNIA 94949-5759, ATTENTION: CORPORATE SECRETARY.
By Order of the Board of Directors
Alan S. Lockwood
Secretary
Dated: April 15, 1996
Rochester, New York
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