SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended September 30, 1997 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _________________ to ____________________
Commission file number 0-20506
BKC SEMICONDUCTORS INCORPORATED
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2883532
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6 LAKE STREET, LAWRENCE, MASSACHUSETTS 01841
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (978) 681-0392
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 Exchange Act of 1934 during
the preceding 12 months (or for, such shorter period that the registrant was
required to filed 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 the 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 aggregate market value of the registrant's Common Stock held by
non-affiliates of the registrant, based upon the closing sale price of the
Common Stock on December 19, 1997, was approximately $6,701,158 on the Nasdaq
SmallCap Market System. The number of shares held by non affiliates was 639,971.
Shares of Common Stock held by each officer and director and by each person who
owns 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.
The number of outstanding shares of the registrant's Common Stock on December
19, 1997, was 1,276,411.
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ITEM 11. EXECUTIVE COMPENSATION
----------------------
The following table sets forth the compensation paid to the Chief
Executive Officer and the other most highly compensated executive officer (the
"Named Executive Officers") by the Company for services to the Company for the
fiscal years ended September 30, 1997, 1996, and 1995. None of the Company's
other executive officers had a total annual salary and bonus exceeding $100,000
during fiscal 1997.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
--------------------------
ANNUAL COMPENSATION
FISCAL ALL OTHER
NAME YEAR SALARY($) BONUS($) COMP. $(1)
---- ---- --------- -------- ----------
<S> <C> <C> <C> <C>
James R. Shiring (2) 1997 $130,000 $10,000 $1,146
President and CEO, Director 1996 60,000 0 700
1995 --- --- ---
Thomas M. Cunneen (3) 1997 100,000 12,000 286
Vice President of Sales & Marketing 1996 59,615 --- 167
1995 --- --- ---
<FN>
- ----------
(1) Premium cost of life insurance policy for Mr. Shiring and Mr. Cunneen.
(2) Mr. Shiring became President and Chief Executive Officer of the Company on
March 19, 1996.
(3) Mr. Cunneen joined the Company as Vice President. of Sales and Marketing on
May 14, 1996.
</FN>
</TABLE>
FISCAL YEAR END OPTION VALUES
During Fiscal 1997, none of the named executive officers exercised
options that had been granted by the Company. The following table sets forth
information regarding the vested and unvested number of shares and the
unrealized value (the difference between the option price and the market value)
of the referenced options issued by the Company and held by the Named Executive
Officers on October 1, 1997.
<TABLE>
<CAPTION>
NUMBER OF SHARES UNDERLYING VALUE OF UNEXERCISED IN-THE-MONEY
UNEXERCISED OPTIONS (#) OPTIONS ($)
----------------------- -----------
Name Vested Unvested Vested Unvested
<S> <C> <C> <C> <C>
James R. Shiring 37,500 37,500 $51,375 $51,375
Thomas M. Cunneen 25,000 25,000 9,250 9,250
</TABLE>
Mr. Shiring and Mr. Cunneen have employment agreements with the
Company that provide for the payment salary and benefits. Agreements
automatically renew for successive one year periods, unless terminated per terms
of the agreements.
COMPENSATION COMMITTEE REPORT
This report, prepared by the Compensation Committee, addresses the
Company's executive compensation policies and the basis on which fiscal 1997
executive officer compensation determinations were made. The Compensation
Committee designs and approves all components of executive pay. During fiscal
1997, the Compensation Committee members were Albert A. Magdall and W. Randle
Mitchell, Jr., both non-employee directors.
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COMPENSATION PHILOSOPHY
The objectives of the Company's executive compensation program are
(i) to enable the Company to attract, retain and award executives who contribute
to both the short-term and the long-term success of the Company, (ii) align
compensation with business objectives and individual performance, and (iii) tie
the interests of the Company's executives to the interests of the Company's
stockholders. The primary components of the Company's executive compensation
program are salary, stock options, and performance-related bonuses. The
Compensation Committee believes that executive compensation packages should be
viewed as a whole in order to properly asses their appropriateness.
In establishing total compensation packages for its executive
officers, the Compensation Committee takes into account the compensation
packages offered to executives of other semiconductor equipment companies of
similar stature, length of service, prior experience and the Compensation
Committee's judgment as to individual contributions. These factors are not
assigned specific mathematical weight.
SALARY
Base salaries are reviewed annually. Changes in base salary from
year to year depend upon such factors as individual performance, cost of living
changes and the economic and business conditions affecting the Company. Mr.
Shiring's base salary in 1997 was $130,000 as compared to $60,000 in fiscal 1996
(during fiscal 1996, Mr. Shiring was employed by the Company beginning on March
19, 1996).
STOCK OPTIONS
As noted above, stock options are an important component of total
executive compensation. Stock options are considered long-term incentives that
link the long-term interests of management with those of the Company's
stockholders. While no stock options were granted to executive officers in
fiscal 1997, the Company believes that options previously granted provide such
incentive.
BONUS
For fiscal 1997, the Compensation Committee approved a formal cash
incentive compensation plan ("Plan") which rewarded several key employees if
certain predetermined earnings targets were achieved and certain business
objectives were met. The actual results for fiscal 1997 were such that a total
of $92,000 was awarded to the Plan participants. A similar incentive
compensation plan for certain key employees has been approved by the
Compensation Committee for fiscal 1997.
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COMPARISON OF CUMULATIVE TOTAL STOCKHOLDER RETURN
The following performance graph assumes an investment of $100 on
September 30, 1992 and compares the change thereafter in the market price of the
Company's common stock with a broad market index (S&P 500) and an industry index
(S&P Electronics (Component Distributors)-500). The Company paid no dividends
during the periods shown; the performance of the indices is shown on a total
return (dividend reinvestment) basis. The graph lines merely connect fiscal
year-end dates and do not reflect fluctuations between those dates.
<TABLE>
<CAPTION>
TOTAL SHAREHOLDER RETURNS
(Dividends Reinvested)
BASE
PERIOD SEPT SEPT SEPT SEPT
COMPANY/INDEX SEPT 92 SEPT 93 94 95 96 97
------- ------- -- -- -- --
<S> <C> <C> <C> <C> <C> <C>
BKC SEMICONDUCTORS INC 100 112.00 62.00 76.00 56.00 54.00
S&P ELECTRONICS (COMPONENT DISTRIBUTORS)-500 100 106.39 119.01 123.02 145.12 186.20
S&P 500 INDEX 100 113.00 117.17 152.02 182.93 256.92
</TABLE>
[GRAPHIC OMITTED]
GRAPH OMITTED ABOVE SHOWS THE PERFORMANCE OF BKC SEMICONDUCTORS AS COMPARED TO
THE S&P ELECTRONICS AND THE S&P 500 INDEX FOR THE YEARS SEPTEMBER 1992 THROUGH
SEPTEMBER 1997.
THE COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION AND THE
COMPARISON OF TOTAL STOCKHOLDER RETURN INFORMATION ABOVE SHALL NOT BE DEEMED
"SOLICITING MATERIAL" OR INCORPORATED BY REFERENCE INTO ANY OF THE COMPANY'S
FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION BY IMPLICATION OR BY ANY
REFERENCE IN ANY SUCH FILING TO THIS PROXY STATEMENT.
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<PAGE>
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.
BKC Semiconductors Incorporated
Date: January 28, 1997 /s/ James R. Shiring
----------------------------------------------------
By: James R. Shiring, President and Chief Executive
Officer, Director, Principal Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Date: January 28, 1997 /s/ James R. Shiring
----------------------------------------------------
James R. Shiring, President and
Chief Executive Officer,
Director, Principal Executive Officer
Date: January 28, 1997 /s/ Bryan A. Schmidt
----------------------------------------------------
Bryan A. Schmidt, CFO, Treasurer,
Principal Financial and Accounting Officer
Date: January 28, 1997 /s/ John L. Campbell
----------------------------------------------------
John L. Campbell, Strategic Marketing
and Distribution, Clerk, Director
Date: January 28, 1997 /s/ William J. Kady
----------------------------------------------------
William J. Kady, Vice President Quality, Director
Date: January 28, 1997
----------------------------------------------------
Albert A. Magdall, Chairman, Director
Date: January 28, 1997
----------------------------------------------------
W. Randle Mitchell, Jr., Director
Date: January 28, 1997
----------------------------------------------------
Gerald T. Billadeau, Director
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