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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-KSB/A
AMENDMENT TO FORM 10-KSB
Filed Pursuant to
THE SECURITIES EXCHANGE ACT OF 1934
SERVOTRONICS, INC.
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(Exact name of registrant as specified in its charter)
AMENDMENT NO. 1
The undersigned registrant hereby amends the following
items, financial statements, exhibits or other portions of its
Annual Report on Form 10-KSB for the year ended December 31, 1996
as set forth in the pages attached hereto:
PART III
Item 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT.
Item 10. EXECUTIVE COMPENSATION.
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT.
Item 12. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS.
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.
SERVOTRONICS, INC.
Dated: April 29, 1997
By /s/ Lee D. Burns, Treasurer
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Lee D. Burns
Treasurer and Secretary
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SERVOTRONICS, INC.
AMENDMENT NO. 1
TO
FORM 10-KSB FOR YEAR ENDED
DECEMBER 31, 1996
Item 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
(a) DIRECTORS. The table below sets forth certain information
regarding the directors of Servotronics, Inc. (the "Company"), each of whom was
elected at the Company's 1996 Annual Meeting of Shareholders. The term of office
of each director is until the next Annual Meeting of Shareholders and until his
successor is elected and shall have qualified.
<TABLE>
<CAPTION>
Position with the Company
and Principal Occupation
and Business Experience
Name Age for past Five Years
- ---- --- -------------------
<S> <C> <C>
Dr. William H. Duerig 75 Director of the Company
since 1990; Physicist and
Senior Program Manager
for Kearfott Guidance &
Navigation Corporation
for more than five years
prior to retirement in
1993.
Donald W. Hedges 75 Director of the Company
since 1967; self-employed
attorney since 1988.
Nicholas D. Trbovich, Jr. 36 Director of the Company
since 1990; Vice
President of the Company
since 1990; Director of
Corporate Development of
the Company from 1987 to
1990.
</TABLE>
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<TABLE>
<CAPTION>
Position with the Company
and Principal Occupation
and Business Experience
Name Age for past Five Years
- ---- --- -------------------
<S> <C> <C>
Dr. Nicholas D. Trbovich 61 Chairman of the Board of
Directors, President and
Chief Executive Officer
of the Company since
1959.
</TABLE>
(b) EXECUTIVE OFFICERS. The following is a listing of
the Company's executive officers:
<TABLE>
Position with the Company
and Principal Occupation
and Business Experience
Name Age for past Five Years
- ---- --- -------------------
<S> <C> <C>
Dr. Nicholas D. Trbovich 61 See table under "Election
of Directors."
Nicholas D. Trbovich, Jr. 36 See table under "Election
of Directors."
Raymond C. Zielinski 52 Vice President since
1990; Director of
Manufacturing of the
Company from 1983 to
1990.
Lee D. Burns 55 Treasurer and Secretary
of the Company since
1991; Controller and
Assistant Treasurer of
the Company from 1978 to
1991.
</TABLE>
Nicholas D. Trbovich, Jr. is the son of Dr. Nicholas D.
Trbovich. There are no other family relationships between any of the directors
or executive officers of the Company.
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Item 10. EXECUTIVE COMPENSATION.
DIRECTORS' FEES. Under the Company's standard compensation
arrangements with directors who are not employees, they are paid a yearly
director's fee of $9,000 plus a per meeting fee of $400 and reimbursement of
actual expenses for attendance at Board meetings. Directors who are also
employees do not receive the director's and/or meeting fees.
COMPENSATION TABLE. The following table shows the compensation
paid by the Company to each executive officer of the Company whose total salary
and bonus from the Company and its subsidiaries exceeded $100,000 during any of
the last three fiscal years.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
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Other
Annual All Other
Name and Compen- Compen-
Principal Position Year Salary Bonus sation(1) sation(2)
- ------------------ ---- ------ ----- --------- ---------
<S> <C> <C> <C> <C> <C>
Dr. Nicholas D. Trbovich 1996 $258,872 $20,000 $26,458 $ 17,612
Chairman, President and CEO 1995 257,368 20,000 27,118 13,204
1994 250,852 35,000 43,340 15,928
</TABLE>
(1) Includes $24,660, $24,661 and $41,800 in 1996, 1995 and 1994, respectively,
for untaken vacation pursuant to a policy that is generally applicable to
all employees of the Company; these amounts reflect accrued vacation earned
and expensed by the Company over several years and prior to the year
payment was received.
(2) All Other Compensation for 1996 includes (i) an allocation of 2,444.626
shares of Common Stock of the Company under the Servotronics, Inc. Employee
Stock
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Ownership Plan valued as of November 30, 1996 (the date of the allocation)
at the closing price on the American Stock Exchange on that date of $5-5/8
per share; and (ii) $3,861 for life insurance, but excludes (iii) based on
actuarially determined formulas designed to achieve, among other things,
benefit parity, $165,000 which the Company accrued in 1996, but did not
pay, for a pension-related deferred compensation program for the benefit
of Dr. Trbovich.
The "Bonus" column of the compensation table above includes
discretionary incentive payments authorized by the Board of Directors and paid
in the year indicated in the table. Discretionary payments authorized for 1997
will be included in the compensation table for 1997 to the extent they are paid
in that year. The Board of Directors has made no commitment for incentive
payments in subsequent years.
EMPLOYMENT AGREEMENT. Dr. Trbovich has an employment agreement
with the Company pursuant to which he is entitled to receive minimum direct
compensation of $271,920 per annum or such greater amount as the Company's Board
of Directors may determine. In the event of Dr. Trbovich's death or total
disability during the term of the employment agreement, he or his estate is
entitled to receive 50% of the compensation he is receiving from the Company at
the time of his death or disability during the remainder of the term of the
employment agreement. Also, in the event of (i) a breach of the agreement by the
Company, (ii) a change in control of the Company, as defined, or (iii) a change
in the responsibilities, positions or geographic office location of Dr.
Trbovich, he is entitled to terminate the agreement and receive a payment of
2.99 times his average annual compensation from the Company for the preceding
five years. If this provision is invoked by Dr. Trbovich and the Company makes
the required payment, the Company will be relieved of any further liability
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under the agreement notwithstanding the number of years covered by the agreement
prior to termination. In the event the agreement is not extended by the Company
beyond the scheduled expiration date (September 30, 2001), as such date may be
extended, Dr. Trbovich will be entitled to a severance payment equal to nine
months' salary and benefits.
FISCAL YEAR-END OPTION VALUES
The following table summarizes information with respect to
unexercised stock options held by Dr. Trbovich at December 31, 1996, all of
which are presently exercisable.
<TABLE>
<CAPTION>
Number of Shares Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at 12/31/96 at 12/31/96(1)
---------------------- --------------------
<S> <C>
37,778 $108,423
</TABLE>
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(1) Determined by subtracting the exercise price (approximately $2.63 per
share) from the closing price for shares of Common Stock of the Company
reported by the American Stock Exchange on December 30, 1996, which was
$5 1/2 per share.
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. The
following table lists the persons that owned beneficially, as of April 11, 1997,
more than 5% of the outstanding shares of Common Stock of the Company
("Shares"), based on the Company's records. Unless otherwise stated, each person
has sole voting
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and investment power with respect to the Shares indicated as beneficially owned
by that person.
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Class(1)
- ---------------- -------------------- --------
<S> <C> <C>
Servotronics, Inc. Employee
Stock Ownership Trust(2) 931,056(2) 39.5%
1110 Maple Street
P.O. Box 300
Elma, New York 14059
Dr. Nicholas D. Trbovich 310,372(3) 13.0%
1110 Maple Street
P.O. Box 300
Elma, New York 14059
Harvey Houtkin(4) 211,757(4) 9.0%
78 Lafayette Avenue
Suffern, New York 10901
</TABLE>
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(1) Percent of class is based upon 2,355,478 Shares outstanding as of April 11,
1997 plus, in the case of Dr. Trbovich, the Shares subject to his stock
option.
(2) The trustees of the Servotronics, Inc. Employee Stock Ownership
Trust--Nicholas D. Trbovich, Jr., Lee D. Burns and Raymond C.
Zielinski--direct the voting of unallocated Shares. The participants in the
related plan have the right to direct the voting of Shares which have been
allocated to their respective accounts; if a participant does not direct
the vote, the trustees may direct the vote of that participant's Shares. As
of April 11, 1997, approximately 281,372 Shares have been allocated to the
accounts of participants and approximately 649,684 Shares (28.0% of the
Shares outstanding) remain unallocated.
(3) This amount includes (i) 40,476 Shares held by a charitable foundation for
which Dr. Trbovich serves as a trustee; (ii) an option to acquire 37,778
Shares; (iii) approximately 31,247 Shares allocated to Dr. Trbovich's
account under the Servotronics, Inc. Employee Stock Ownership Plan; and
(iv) approximately 11,403 Shares beneficially owned by certain of Dr.
Trbovich's children (as to which Dr. Trbovich disclaims beneficial
interest). This amount does not include the Shares beneficially owned by
certain of Dr. Trbovich's other relatives.
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(4) Based on a statement on Schedule 13D, as last amended on June 14, 1994,
filed by Mr. Houtkin with the Securities and Exchange Commission. All
amounts have been adjusted to reflect the eight percent stock dividend
authorized by the Board of Directors on May 3, 1996, to all shareholders of
record as of May 31, 1996 and paid July 1, 1996. According to Mr. Houtkin's
statement, he has sole voting and investment power with respect to 206,033
Shares and shared voting and investment power with respect to 5,724 Shares
owned by Wanshef, Inc., which is controlled by Mr. Houtkin.
(b) SECURITY OWNERSHIP OF MANAGEMENT. The following table sets
forth, as of April 11, 1997, information as to the beneficial ownership of
Shares of the Company held by each director and by all directors and officers as
a group (each individual listed in the following table has sole voting and
investment power with respect to the Shares indicated as beneficially owned by
that person, except as otherwise indicated):
<TABLE>
<CAPTION>
Name of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Class(1)
- ---------------- -------------------- --------
<S> <C> <C>
Dr. Nicholas D. Trbovich 310,372(2) 13.0%
Nicholas D. Trbovich, Jr. 31,092(3) 1.3
Donald W. Hedges 13,908(4) 0.6
Dr. William H. Duerig 12,593(5) 0.5
All directors and
executive officers
as a group 1,028,422(6)(7) 42.9
</TABLE>
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(1) Percent of class is based upon 2,355,478 Shares outstanding as of April 11,
1997 plus the number of Shares subject to stock options held by the
indicated person or group.
(2) See note (3) to the table in "Security Ownership of Certain Beneficial
Owners."
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(3) This amount includes 18,387 Shares which Mr. Trbovich has the right to
acquire under stock options and approximately 12,705 Shares allocated to
Mr. Trbovich's account under the Servotronics, Inc. Employee Stock
Ownership Plan. Does not include Shares held by the Servotronics, Inc.
Employee Stock Ownership Trust (the "ESOT") as to which Mr. Trbovich serves
as one of three trustees. See note (6) below and the table in "Security
Ownership of Certain Beneficial Owners."
(4) This amount includes 12,593 Shares which Mr. Hedges has the right to
acquire under a stock option. Mr. Hedges has sole voting and investment
power with respect to 839 Shares and shared voting and investment power
with respect to 476 Shares.
(5) This amount represents Shares which Dr. Duerig has the right to acquire
under a stock option.
(6) Includes unallocated Shares held by the ESOT over which certain officers,
as trustees of the ESOT, may be deemed to have voting power, as well as
Shares allocated to the accounts of all officers as a group under the
related plan. See the table in "Security Ownership of Certain Beneficial
Owners" and note (2) thereto.
(7) See notes (2) through (5) above.
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
During 1996, certain of Dr. Trbovich's sons were employed by
the Company and received, in the aggregate, $127,904 in compensation from the
Company.
Dr. Trbovich is the owner of certain patents and co-owner with
the Company of certain other patents which are used in the business of the
Company. The patents have been used by the Company on a royalty-free and
exclusive basis with Dr. Trbovich's consent.
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