<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1 to
Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the fiscal year ended MARCH 31, 1999
Commission File Number: 000-19720
ABAXIS, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 77-0213001
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1320 Chesapeake Terrace
Sunnyvale, CA 94089
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 408.734.0200
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, no par
value
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 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. [ ]
The aggregate market value of registrant's voting stock held by non-affiliates
of registrant, based upon the closing sale price of the Common Stock on October
8, 1999, as reported on the Nasdaq National Market, was approximately
$68,574,363. Shares of Common Stock held by each officer, director and holder of
5% or more of the outstanding Common Stock have been excluded in that such
persons may be deemed to be affiliates. This determination of affiliate status
is not necessarily a conclusive determination for other purposes.
Outstanding shares of registrant's Common Stock, no par value, as of October 8,
1999: 13,975,643.
This Amendment contains 6 pages.
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FORM 10-K/A
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items of its
Annual Report on Form 10-K for the fiscal year ended March 31, 1999, as set
forth in the pages attached hereto:
PART III
ITEM 11. EXECUTIVE COMPENSATION.
EXECUTIVE COMPENSATION AND OTHER MATTERS
The following table sets forth information concerning the compensation
during the fiscal years ended March 31, 1999, March 31, 1998 and March 31, 1997
of the Chief Executive Officer of the Company during fiscal 1999 and the four
other most highly compensated executive officers of the Company whose total
salary and bonus for fiscal 1999 exceeded $100,000, for services in all
capacities to the Company, during fiscal 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
FISCAL COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ANNUAL COMPENSATION($) AWARDS
- --------------------------- ---- ---------------------- ------------
OPTIONS
SALARY BONUS (SHARES)
---- -------- ------- ------------
<S> <C> <C> <C> <C>
Clinton H. Severson.............. 1999 $200,000 $60,450 200,000
Chairman of the Board of 1998 193,254 73,950 50,000
Directors, President and Chief 1997 146,535 -0- 250,000
Executive Officer
Robert Milder.................... 1999 $93,000 $20,400 65,000
Vice President of Operations 1998 -0- -0- -0-
1997 -0- -0- -0-
Vladimir E. Ostoich.............. 1999 $144,740 $47,630 25,000
Vice President of Marketing and 1998 139,173 60,550 -0-
Sales for North America 1997 145,287 21,700 25,000
Diane Oates...................... 1999 $90,000 $48,605 10,000
Vice President of 1998 81,975 18,785 30,000
Regulatory/Quality Systems 1997 -0- -0- -0-
Daniel Wong...................... 1999 $135,000 $47,630 -0-
Vice President of Development 1998 129,808 60,505 -0-
1997 135,296 22,825 25,000
</TABLE>
2.
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STOCK OPTIONS GRANTED IN FISCAL 1999
The following table provides the specified information concerning grants
of options to purchase Common Stock made during the fiscal year ended March 31,
1999 to the persons named in the Summary Compensation Table.
OPTION GRANTS IN FISCAL 1999
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------
PERCENT OF
TOTAL
OPTIONS POTENTIAL REALIZABLE
GRANTED TO VALUE AT ASSUMED
OPTIONS EMPLOYEES EXERCISE ANNUAL RATES OF STOCK
GRANTED IN FISCAL PRICE EXPIRATION PRICE APPRECIATION FOR
NAME (#)(1) YEAR ($/SH)(2) DATE OPTION TERM(3)
- ---------------------------- ------- ----- --------- ---------- ----------------------
5%($) 10%($)
-------- --------
<S> <C> <C> <C> <C> <C> <C>
Clinton Severson............. 200,000 26.1% $1.56 01/26/09 $196,530 $498,045
Robert Milder................ 65,000 8.5% $2.16 10/26/08 $88,445 $224,136
Diane Oates.................. 10,000 1.3% $2.56 5/26/08 $16,119 $40,848
Vladimir E. Ostoich.......... 25,000 3.3% $1.88 10/26/08 $29,479 $74,707
</TABLE>
- ------------
(1) All options granted in fiscal 1999 were granted pursuant to the Company's
1998 Stock Option Plan (the "1998 Plan"). These options vest and become
exercisable at the rate of one-fourth on the first anniversary of the date
of grant and 1/48 per month thereafter for each full month of the optionee's
continuous employment by the Company. Under the 1998 Plan, the Board retains
discretion to modify the terms, including the price, of outstanding options.
For additional information regarding options, see "Change of Control
Arrangements."
(2) All options in this table have exercise prices equal to the fair market
value on the date of grant.
(3) Potential gains are net of exercise price, but before taxes associated with
exercise. These amounts represent certain assumed rates of appreciation
only, based on the Securities and Exchange Commission rules. Actual gains,
if any, on stock option exercises are dependent on the future performance of
the Common Stock, overall market conditions and the option holder's
continued employment through the vesting period. The amounts reflected in
this table may not necessarily be achieved.
3.
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OPTION EXERCISES AND FISCAL 1999 YEAR-END VALUES
The following table provides the specified information concerning
exercises of options to purchase Common Stock in the fiscal year ended March 31,
1999, and unexercised options held as of March 31, 1999, by the persons named in
the Summary Compensation Table.
OPTION EXERCISES AND FISCAL 1999 YEAR-END VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED
SHARES OPTIONS VALUE OF UNEXERCISED IN-THE-
ACQUIRED VALUE AT 3/31/99 MONEY OPTIONS AT 3/31/99($)(2)
ON REALIZED ---------------------------- ------------------------------
SHARES EXERCISE ($) EXERCISABLE(1) UNEXERCISABLE EXERCISABLE(1) UNEXERCISABLE
- ---------------------- -------- -------- -------------- ------------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Clinton H. Severson.... -0- -0- 215,626 284,375 $ -- $75,000
Robert Milder.......... -0- -0- -- 65,000 -- $ 1,563
Vladimir E. Ostoich.... -0- -0- 96,563 34,062 $22,125 $ 1,563
Diane Oates............ -0- -0- 12,500 27,500 -- --
Daniel Wong............ -0- -0- 75,743 9,257 -- --
</TABLE>
- ------------
(1) Company stock options generally vest one-fourth on the first anniversary of
the date of grant and 1/48 per month thereafter for each full month of the
optionee's continuous employment by the Company. All options are exercisable
only to the extent vested.
(2) The value of the unexercised in-the-money options is based on the closing
price of the Common Stock ($1.94 per share as reported on the Nasdaq
National Market on March 31, 1999) and is net of the exercise price of such
options.
COMPENSATION OF DIRECTORS
All non-employee directors of the Company receive compensation in the amount of
$750 per Board meeting they attend plus reimbursement of reasonable travel
expenses incurred. In addition, Dr. Tucker serves as a consultant to the Company
and receives monthly compensation of $1,000 plus reimbursement of expenses for
attending meetings at or on behalf of the Company. Each of the Company's
non-employee directors also receives an automatic annual grant of options to
purchase 4,000 shares of Common Stock under the Company's 1992 Outside Directors
Stock Option Plan. In addition, Dr. Tucker receives an additional annual grant
of options to purchase 5,000 shares for serving as a consultant. Clinton H.
Severson is a director of the Company and also an employee of the Company. He
does not receive any compensation for his services as a member of the Board of
Directors.
CHANGE OF CONTROL ARRANGEMENTS
The Company's 1998 Stock Option Plan and the 1992 Outside Directors Stock Option
Plan (the "Option Plans") provide that, in the event of a transfer of control of
the Company ("Transfer of Control"), the surviving, continuing, successor or
purchasing corporation or a parent corporation thereof, as the case may be (the
"Acquiring Corporation"), shall either assume the Company's rights and
obligations under stock option agreements outstanding under the Option Plans
(the "Options") or substitute options for the Acquiring Corporation's stock for
such outstanding Options. In the event the Acquiring Corporation elects not to
assume or substitute for such outstanding Options in connection with a merger
constituting a
4.
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Transfer of Control, the Company's Board shall provide that any unexercisable
and/or unvested portion of the outstanding Options shall be immediately
exercisable and vested as of a date prior to the Transfer of Control, as the
Company's Board so determines. Any Options which are neither assumed by the
Acquiring Corporation, nor exercised as of the date of the Transfer of Control,
shall terminate effective as of the date of the Transfer of Control. Options
which are assumed by the Acquiring Corporation shall become exercisable and
vested as provided under the relevant stock option agreements under the Option
Plans, unless the Acquiring Corporation terminates the option holder under
certain circumstances defined in the Option Plans. Under such circumstances, the
holder's options shall become immediately exercisable and vested as of the date
of termination.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors and persons who beneficially own more than 10% of
the Company's Common Stock to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange Commission ("SEC"). Such
persons are required by SEC regulations to furnish the Company with copies of
all Section 16(a) forms filed by such persons.
EMPLOYMENT AGREEMENTS
In March 1997, the Company entered into an employment agreement with Clinton H.
Severson, providing Mr. Severson as President and Chief Executive Officer of
Abaxis with six months of salary and benefits if his employment with the Company
is terminated for other than cause.
5.
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FORM 10-K/A
AMENDMENT NO. 1
Pursuant to the requirements 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.
ABAXIS, INC.
By: /s/ Clinton H. Severson
------------------------------------
Clinton H. Severson
Chairman of the Board, President
and Chief Executive Officer
Date: November 29, 1999
6.
