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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1 TO FORM 10-K)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 COMMISSION FILE NO. 1-5654
EXX INC
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 88-0325271
(STATE OF INCORPORATION) (IRS EMPLOYER
IDENTIFICATION NO.)
1350 EAST FLAMINGO ROAD, SUITE 689 89119-5263
LAS VEGAS, NEVADA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 702-598-3223
SECURITIES REGISTERED PURSUANT
TO SECTION 12(b) OF THE ACT: NAME OF EXCHANGE ON WHICH REGISTERED:
COMMON STOCK PAR VALUE $0.01 CLASS A AMERICAN STOCK EXCHANGE
COMMON STOCK PAR VALUE $0.01 CLASS B AMERICAN STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
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, 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. [X]
AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF THE
REGISTRANT AS OF MARCH 31, 2000:
COMMON STOCK, PAR VALUE, $0.01, CLASS A, $6,845,203; COMMON STOCK, PAR VALUE
$0.01, CLASS B, $620,750.
NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S CLASSES OF COMMON
STOCK, AS OF MARCH 31, 2000:
COMMON STOCK, PAR VALUE, $0.01, CLASS A, 12,061,607 SHARES OUTSTANDING;
COMMON STOCK, PAR VALUE, $0.01, CLASS B, 624,953 SHARES OUTSTANDING
DOCUMENTS INCORPORATED BY REFERENCE
AS PROVIDED HEREIN, PORTIONS OF THE DOCUMENTS BELOW ARE INCORPORATED BY
REFERENCE:
NOT APPLICABLE
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This Amendment to the registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999 is being provided to provide the
information required in Part III, Items 10, 11, 12 and 13.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
DIRECTORS AND EXECUTIVE OFFICERS
The name, age, principal occupation, positions and directorships are set
forth below.
CLASS A DIRECTOR
NORMAN H. PERLMUTTER, 59, has served as director since 1984. He has been
a Certified Public Accountant in private practice since January 1, 1999.
Prior to this date, Mr. Perlmutter was executive vice president, Keystone
Recovery Service, a division of Savit Enterprises Inc., a commercial
collection agency, for a period of five years.
CLASS B DIRECTORS
JERRY FISHMAN, 52, has served as a director since 1984. Mr. Fishman has
served as president of Fishman Supply Co., Inc., a supplier of construction
material and building maintenance supplies, for more than the last five
years. Mr. Fishman has been the vice president of The Fishman Organization
Inc., a sales and marketing group representing manufacturers in international
sales of consumer products since 1999.
FREDERIC REMINGTON, 70, has served as a director since 1984 and has
served as chairman of the board and chief executive officer, and previously
as vice president of Peerless Tube Co., a manufacturer of aerosol cans and
collapsible metal tubes, for more than the last five years.
DAVID A. SEGAL, 60, has been a director since 1984. Mr. Segal has been
our chairman of the board and chief executive officer for more than the past
five years and prior thereto was chairman of the board and chief executive
officer of SFM Corp. Mr. Segal has also been president of Walsh Shoe Repair
System, Inc., for more than five years.
EXECUTIVE OFFICER
DAVID A. SEGAL, the executive officer of the Company during 1999 was
David A. Segal who was elected by our board of directors to serve as an
officer until the next election of officers, as provided in our By-Laws.
Biographical information regarding Mr. Segal is presented above.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities exchange Act of 1934, as amended,
requires our directors, executive officers, and person who own more than ten
percent of our outstanding stock to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. To our knowledge,
based solely on our review of such reports furnished to us and written
representations that no other reports were required all Section 16(a) filing
requirements applicable to our directors, executive officers and
greater-than-ten percent shareholder were complied with during the year ended
December 31, 1999.
<PAGE> 3
ITEM 11. EXECUTIVE COMPENSATION
BOARD OF DIRECTORS AND COMMITTEES
During 1999, our board of directors met four times, including regularly
scheduled and annual meetings. During the year all of the directors attended
all of the meetings held by the board of directors and all committees upon
which they served.
Our board has an audit committee and a stock option committee.
Our AUDIT COMMITTEE is currently composed of Messrs. Fishman, Perlmutter
and Remington. Its tasks include meeting with the auditors to review the
scope, accuracy and results of the audit and making inquiries as to the
adequacy of our accounting, financial and operating controls. Our audit
committee held one meeting in 1999.
Our STOCK OPTION COMMITTEE, which is composed of Messrs. Fishman and
Remington, grants options under our 1994 Stock Option Plan and handles the
general supervision of the plan. Our stock option committee did not hold
meetings in 1999.
COMPENSATION OF DIRECTORS
Directors who also are our employees (Mr. Segal) receive no fees for
their service as directors or for attendance at board and committee meetings.
Non-employee directors receive $1,000 for each board meeting with a minimum
of $4,000 per year. Audit and stock option committee members receive and
additional $150 per committee meeting.
EXECUTIVE EMPLOYMENT CONTRACT
In 1994, we entered into a 10-year contract with Mr. Segal effective
October 21, 1994 with an option to renew for an additional five years. Under
the agreement, Mr. Segal's base compensation is $300,000 per year with annual
increases based on a Consumer Price Index formula. In addition, there is a
profit bonus under with Mr. Segal will receive 5% of our consolidated pre-tax
earnings.
<PAGE> 4
COMPENSATION OF OUR EXECUTIVE OFFICERS AND OTHER INFORMATION
The following table provides summary information concerning salary and
bonuses paid or accrued by us to or on behalf of our chief executive officer
as of December 31, 1999 for the years ended December 31, 1997, 1998 and 1999
and the former president of our subsidiary, Henry Gordy International, Inc.
for the year ended December 31, 1997. No other executive officer's aggregate
salary and bonus exceeded $100,000 during 1999.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
ANNUAL COMPENSATION
-------------------------------------------------
TOTAL
SALARY & OTHER<F1> ANNUAL
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) BONUS($) COMPENSATION($)
- --------------------------- ---- --------- -------- -------- ----------------
<S> <C> <C> <C> <C> <C>
David A. Segal 1999 330,157 193,346 523,503 --
Chairman of the Board 1999 338,961 61,425 400,386 --
and Chief Executive Officer 1997 308,000 0 308,000 --
Michael Pahuta 1997 110,000 0 110,000 104,000<F2>
President of Henry Gordy
International, Inc.
<FN>
____________________
<F1> None of the named individuals received perquisites or other personal
benefits in any amount large enough to require reporting in this column.
<F2> Mr. Pahuta's employment with Henry Gordy International, Inc. terminated
October 31, 1997. The above amount was attributed to a severance
payment in connection with Mr. Pahuta's employment contract.
</TABLE>
PENSION BENEFITS
One of our subsidiaries has a non-contributory defined benefit pension
plan for salaried employees, which was "frozen" by action of our board of
directors in January 1988. Monthly benefits payable at age 65 are equal to
50% of final average earnings, less 75% of the primary Social Security
benefit. "Final average earnings" is the average of the highest consecutive
five of the last ten years ended December 31, 1987, and monthly benefits are
reduced pro rata for each full year of service less than thirty. Benefits
are paid on a straight-life annuity basis or in an optional form which is
actuarially equivalent to a life annuity.
The following table reflects estimated annual benefits payable at age 65
on a straight-life annuity basis at various compensation levels and years of
service, before being reduced by up to 75% of the retiree's annual primary
Social Security benefit.
<TABLE>
PENSION PLAN TABLE
<CAPTION>
YEARS OF CREDITED SERVICE
-------------------------------------------------------
FINAL AVERAGE EARNINGS 10 20 30
- ---------------------- ------- ------- -------
<S> <C> <C> <C>
$ 30,000 $ 5,000 $10,000 $15,000
50,000 8,333 16,667 25,000
70,000 11,667 23,333 35,000
90,000 15,000 30,000 45,000
110,000 18,333 36,667 55,000
130,000 21,667 43,333 65,000
</TABLE>
Our executive officer, Mr. Segal, currently has 15 years of service
credited under the plan. The estimated final average earnings for Mr. Segal
prior to reduction of Social Security Benefits are $98,300.
<PAGE> 5
In 1994, our board of directors adopted and the stockholders approved the
EXX Inc 1994 Stock Option Plan which provided for the issuance of incentive
stock options within the meaning of Section 422 of the Internal Revenue Code
and for the issuance of non-qualified stock options (not intended to qualify
under Section 422 of the Code). Pursuant to the plan, 5,000,000 shares of
Class A stock have been reserved for issuance upon the exercise of options to
our officers, directors, employees and consultants as either incentive and/or
non-qualified options.
The plan is administered by a stock option committee consisting of two
members of our board of directors, each of whom is a disinterested person as
defined in Rule 16b-3 of the Securities Exchange Act of 1934, as amended.
The stock option committee has the authority to grant options, determine the
recipients of said options, the exercise price which is not to be less than
fair market value at date of grant, and to make all other determinations
deemed necessary or advisable for its administration. The plan also provides
that the maximum term of each option is ten years (except that with respect
to options granted to persons holding more than 10% of the total combined
voting power of all classes of our stock, the exercise price must be at least
equal to 100% of the fair market value and the term cannot exceed five
years). The plan also provides certain maximum limits of incentive options
that may be granted to an employee within a calendar year.
At December 31, 1999, options to purchase 5,000,000 shares of common
stock were available for grant. Unless previously terminated, the plan shall
terminate in 2004.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table sets forth information regarding the amount of each
class of common stock beneficially owned, as of March 31, 2000, by each
person who is a named executive officer, director or known by us to own
beneficially more than 5% of either class of our common stock, and all of our
directors and executive officers as a group:
<TABLE>
<CAPTION>
PERCENT OF OUTSTANDING
SHARES OF COMMON STOCK COMMON STOCK
BENEFICIALLY OWNED BENEFICIALLY OWNED
NAME AND ADDRESS OF BENEFICIAL OWNER CLASS A CLASS B CLASS A CLASS B
- ------------------------------------ ------- ------- ------- -------
<S> <C> <C> <C> <C>
WILLIAM HENRY ALLEN -- 46,000<F1> -- 7.4%
P.O. Box 113
Washington, Illinois 61571
JERRY FISHMAN 1,900 100 <F*> <F*>
1350 East Flamingo Rd., Suite 689
Las Vegas, Nevada 89119
NORMAN H. PERLMUTTER 3,800 200 <F*> <F*>
1350 East Flamingo Rd., Suite 689
Las Vegas, Nevada 89119
FREDERIC REMINGTON 1,900 100 <F*> <F*>
1350 East Flamingo Rd., Suite 689
Las Vegas, Nevada 89119
DAVID A. SEGAL 7,869,382<F2><F3> 414,178<F2><F3> 56.4% 57.1%
1350 East Flamingo Rd., Suite 689
Las Vegas, Nevada 89119
All executive officers and 7,876,982<F2><F3> 414,578<F2><F3> 56.4% 57.2%
directors of the Company
as a group (4 persons)
<FN>
_________________________
<F*>Less than 1/10 of 1%
<F1> Based on Amendment Number 2 to Schedule 13D filed by Mr. Allen on June 16, 1999.
<F2> Includes 2,650,500 Class A Shares and 139,500 Class B shares owned by
Mr. Segal as trustee for his children; Mr. Segal disclaims any
beneficial interest in the shares held by him as trustee.
<F3> Includes options to purchase 1,900,000 Class A shares and 100,000 Class
B shares.
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
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SIGNATURE
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized as of the 27th day of
April 2000.
EXX INC
(Registrant)
By /s/ David A. Segal
---------------------------------------
David A. Segal, President and
Chief Executive Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <S>
2.1 Agreement of Merger and Plan of Reorganization, EXX INC <F1>
2.2 Amendment to Agreement of Merger and Plan of Reorganization, EXX INC<F2>
3.1 Articles of Incorporation, EXX INC <F1>
10.1 Amendment dated March 27, 1999 to Employment Agreement with David A.
Segal <F3>
<FN>
________________________________
<F1> Incorporated by reference to Form S-4 Registration Statement dated July
25, 1994.
<F2> Incorporated by reference to Form S-4 Amendment No. 1 dated August 16,
1994.
<F3> Incorporated by reference to Form 10-K Report for the year ended
December 31, 1997 filed March 31, 1999.
</TABLE>
