<PAGE> 1
FORM 10-KSB\A1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED] FOR THE FISCAL YEAR ENDED
JUNE 30, 1996
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: 1-12888
SPORT-HALEY, INC.
(Exact name of registrant as specified in its charter)
COLORADO 84-1111669
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
4600 EAST 48TH AVENUE
DENVER, COLORADO 80216
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (303) 320-8800
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
COMMON STOCK, NO PAR VALUE PER SHARE PACIFIC STOCK EXCHANGE
Securities registered pursuant to section 12(g) of the Exchange Act:
NONE
Check whether the registrant (1) 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 file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes X No
Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B
is not contained in this form, and no disclosure will 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-KSB or any amendment to
this Form 10-KSB [ ]
State issuer's revenues for its most recent fiscal year: $20.3 MILLION
As of October 8, 1996, 4,428,437 shares of the registrant's Common Stock were
outstanding. The aggregate market value of the 4,317,463 shares of Common Stock
held by non-affiliates was $55,047,653 as of October 7, 1996. For purposes of
the foregoing calculation only, each of the Registrant's officers and directors
is deemed to be an affiliate. The market value of the shares was calculated
based on the closing bid price of such shares on the Nasdaq National Market<0-
2> on such date.
DOCUMENTS INCORPORATED BY REFERENCE:
None
Transitional Small Business Disclosure Format: Yes No X
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INDEX
Title
ITEM 9 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT OF
THE REGISTRANT................................
ITEM 10 EXECUTIVE COMPENSATION.............................
ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT..........................
ITEM 12 CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS...................................
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PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
NAME AGE POSITION
---- --- --------
Robert G. Tomlinson(1) 55 Chairman of the Board and
Chief Executive Officer
Robert W. Haley 41 President and Director
Malcolm Goodridge, III 58 Vice President - Corporate Sales
Steve A. Auger 51 Treasurer
Catherine B. Blair 45 Vice President - Marketing/Design
Mark J. Stevenson(1)(2) 58 Director
Ronald J. Norick(2) 55 Director
James H. Everest(1)(2) 48 Director
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(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
Officers are appointed by and serve at the discretion of the Board of
Directors. Each directors holds office until the next annual meeting of
shareholders or until a successor has been duly elected and qualified. All of
the Company's officers devote full-time to the Company's business and affairs
except Malcolm Goodridge, who devotes 50% of his time to the Company.
Robert G. Tomlinson has served as Chairman of the Board and Chief Executive
Officer of the Company since October 1992. Mr. Tomlinson was a partner in
Tomlinson Enterprises, a real estate investment partnership, from 1972 through
1993. From 1989 until he joined the Company, Mr. Tomlinson was also engaged in
management of his personal investment portfolio.
Robert W. Haley has served as President and a director of the Company since
May 30, 1996. From January 1992 until his appointment to such positions, he
served as Vice President - Marketing of the Company. From August 1991 to January
1992, Mr. Haley served as the director of marketing for S.T.X. Golf Company,
Baltimore, Maryland, a men's and women's golf apparel manufacturer. From 1989 to
1991, Mr. Haley served as vice president of golf sales for Di Fini, a
manufacturer of men's and women's golf and active sportswear. Mr. Haley is a
Class A PGA professional golfer with 24 years experience in the golf industry.
Malcolm Goodridge, III, has served as Vice President - Corporate Sales
since January 1995. From February 1969 through June 1994, Mr. Goodridge was
employed by American Express Travel Related Services, Inc. Mr. Goodridge served
as a vice president of American Express Travel Related Services from 1980 to
1991, at which
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time he became a senior vice president in charge of major travel and
entertainment accounts. Mr. Goodridge is primarily responsible for sales of the
Company's apparel to major corporate accounts throughout the United States.
Steve S. Auger served as Controller of the Company from July 1993 through
January 1996, at which time he was appointed Treasurer. From September 1989 to
January 1993, Mr. Auger served as the controller of Fiber Optic Technologies,
Inc., Englewood, Colorado, where he was responsible for financial and cost
accounting, budgeting and cash management.
Catherine B. Blair, has served as Vice President - Merchandising/Design
since her appointment in May 1996. Ms. Blair has been part of the Company's
design team since 1992, and was appointed Director of Design in 1995. From 1990
to 1991, she was a designer for Difini, Ltd., a golfwear company and prior
to such time, worked as a freelance designer for companies such as Macy's,
Bloomingdale's, Ann Taylor and The Gap.
Mark J. Stevenson has been a director of the Company since November 1993.
Since June 1, 1994, Mr. Stevenson has served as chairman of the board, president
and chief executive officer of Sherwood Enterprises, Inc., Longmont, Colorado, a
contract manufacturer serving the computer, data storage, telecommunications and
medical equipment industries. From 1992 to 1994, Mr. Stevenson served as
chairman of the board of Micro Insurance Software, Inc., Boulder, Colorado, a
manufacturer of computer software oriented to the insurance industry. From 1990
to 1992, he served as executive vice president and a director of Solbourne
Computer, Boulder, Colorado, a wholly-owned subsidiary of Matsushita. Mr.
Stevenson was responsible for worldwide sales, marketing, customer support and
product management in this position. Mr. Stevenson currently serves as a
director of Denta Lure, Inc. and Micro Insurance Software, Inc., both of which
are private companies.
Ronald J. Norick has been a director of the Company since November 1993.
Since 1987, Mr. Norick has served as the elected Mayor of the City of Oklahoma
City, Oklahoma. His current term of office expires in April 1998. From 1960 to
1992, Mr. Norick served in various capacities, including as president from 1981
to 1992, of Norick Brothers, Inc., a closely-held printing company which was
acquired by Reynolds & Reynolds in June 1992. Mr. Norick serves on a number of
public boards and commissions, including the Mayor's Commission on Public
Education, the National League of Cities and the United States Conference of
Mayors. Mr. Norick also serves as manager of Norick Investments Company LLC, a
family-owned limited liability company which is engaged in investments.
James H. Everest has been a director of the Company since November 1993.
Mr. Everest has served as president of the Jean I. Everest Foundation, Oklahoma
City, Oklahoma, since 1991. The Jean I. Everest Foundation was organized to
conduct charitable activities by Mr. Everest's father. Mr. Everest has been
the managing partner of Everest Brothers, a general partnership active in
oil and gas exploration and development, since 1984. Mr. Everest has also
been engaged in managing his personal investments since 1984. Mr. Everest
is a member of the Oklahoma Bar Association and the American Bar
Association and serves in a number of capacities for various civic and
community organizations.
BOARD COMMITTEES
The Board of Directors has delegated certain of its authority to a
Compensation Committee and an Audit Committee. The Compensation Committee is
composed of Messrs. Stevenson, Norick and Everest. The Audit Committee is also
composed of Messrs. Tomlinson, Stevenson and Everest. No member of either
committee is a former or current officer or employee of the Company with the
exception of Mr. Tomlinson.
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The Compensation Committee held one meeting in fiscal year 1996. The
primary function of the Compensation Committee is to review and make
recommendations to the Board with respect to the compensation, including
bonuses, of the Company's officers and to administer the Company's Stock Option
Plan.
The Audit Committee held one meeting in fiscal year 1996. The function of
the Audit Committee is to review and approve the scope of audit procedures
employed by the Company's independent auditors, to review and approve the audit
reports rendered by both the Company's independent auditors and to approve the
audit fee charged by the independent auditors. The Audit Committee reports to
the Board of Directors with respect to such matters and recommends the selection
of independent auditors.
In fiscal year 1996, the Board of Directors held three meetings. All
directors attended more than 75% of the aggregate of board and committee
meetings held during fiscal year 1996.
ITEM 10. EXECUTIVE COMPENSATION
Summary Compensation Table. The following table sets forth the annual and
long-term compensation for services in all capacities to the Company for the
three fiscal years in the period ended June 30, 1996 of Robert G. Tomlinson, the
Chief Executive Officer, and Robert W. Haley, President, the only executive
officers of the Company whose total annual salary and bonus exceeded $100,000
during the year ended June 30, 1996 (the "Named Officers").
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
------------
FISCAL ANNUAL COMPENSATION OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (SHARES) COMPENSATION
- --------------------------- ---- -------- ------- -------- ------------
<S> <C> <C> <C> <C> <C>
Robert G. Tomlinson, 1996 $117,308 $49,419 -0- -0-
Chairman of the Board and 1995 52,728 24,485 50,000 -0-
Chief Executive Officer 1994 24,000 -- -- -0-
Robert W. Haley, 1996 $112,115 $98,026 18,750 -0-
President 1995 98,328 62,008 17,375 -0-
1994 100,000 6,480 13,850 -0-
</TABLE>
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Option Grants Table. The following table sets forth information on grants
of stock options pursuant to the Company's 1993 Stock Option Plan during the
fiscal year ended June 30, 1996 to the Named Officers.
<TABLE>
<CAPTION>
% OF TOTAL EXERCISE OR
OPTIONS OPTIONS GRANTED BASE PRICE
NAME GRANTED (SHARES) IN FISCAL YEAR ($/SHARE) EXPIRATION DATE
---- ---------------- --------------- ------------ ---------------
<S> <C> <C> <C> <C>
R.G. Tomlinson -0- -0- -0- -0-
Robert W. Haley 18,750(1) 7.6% $ 2.50 November 3, 2003
</TABLE>
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(1) All options are subject to expiration if the Named Officer's
employment is terminated for any reason with the date of expiration
dependent upon the reason for termination. All shares acquired through
exercise of an option may be repurchased by the Company if the Named
Officer's employment is terminated within five years of the date of
the option agreement.
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Fiscal Year-End Options/Option Values Table.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDER- VALUE OF UNEXERCISED IN-
LYING UNEXERCISED OPTIONS THE-MONEY OPTIONS AT
OPTIONS AT FISCAL YEAR-END(#) FISCAL YEAR-END($)(1)
----------------------------- ----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Robert G. Tomlinson............................... 50,000 -0- $ 325,000 $ -0-
Robert W. Haley................................... 41,616 -0- $ 510,593 $ -0-
</TABLE>
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(1) The dollar values are calculated by determining the difference between
the exercise price of the options and the closing bid price for the
Common Stock of $14.625 on June 28, 1996.
No employee of the Company receives any additional compensation for his
services as a director. Non- management directors receive no salary for their
services as such, but receive a fee of $250 per meeting attended. The Board of
Directors has also authorized payment of reasonable travel or other
out-of-pocket expenses incurred by non-management directors in attending
meetings of the Board of Directors.
Employment Agreement. In July 1995, the Company entered into an employment
agreement with Mr. Tomlinson. The agreement requires that he devote his full
business time to the Company, may be terminated by the Company for "cause" (as
defined in the agreement) and, as currently in effect, calls for Mr. Tomlinson
to receive an annual salary of $150,000. The employment agreement extends for a
three-year term, subject to Mr. Tomlinson's right to convert the employment
agreement to a consulting agreement in the event of a change in control of the
Company or upon Mr. Tomlinson's resignation. Subject to the right of the Company
to terminate the consulting agreement for cause, Mr. Tomlinson is entitled to
continue to serve as a consultant to the Company for the duration of the
agreement and to continue to receive compensation in the amount of 60% of his
annual salary. Mr. Tomlinson is also entitled to receive lump sum compensation
equal to approximately three times his annual salary and bonus in the event of a
change in control of the Company.
STOCK OPTION PLAN
The Company adopted a stock option plan in 1993 (the "Option Plan"). An
aggregate of 950,000 shares of Common Stock are currently reserved for issuance
under the Option Plan.
The Option Plan provides for the granting of incentive stock options
("Incentive Stock Options") within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), nonqualified stock options and
stock appreciation rights ("SARs"), up to a maximum number of 950,000 shares.
Nonqualified stock options may be granted to employees, directors and advisors
of the Company, while Incentive Stock Options may be granted only to employees.
No options may be granted under the Option Plan subsequent to February 28, 2003.
The Option Plan is administered by the Compensation Committee of the Board
of Directors, which determines the terms and conditions of the options and SARs
granted under the Option Plan, including the exercise price, number of shares
subject to the option and the exercisability thereof.
The exercise price of all Incentive Stock Options granted under the Option
Plan must be at least equal to the fair market value of the Common Stock of the
Company on the date of grant. In the case of an optionee who
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owns stock possessing more than ten percent of the total combined voting power
of all classes of stock of the Company, the exercise price of Incentive Stock
Options shall be not less than 110% of the fair market value of the Common Stock
on the date of grant. The exercise price of all nonqualified stock options
granted under the Option Plan shall be determined by the Compensation Committee,
but shall not be less than 85% of the fair market value of the Common Stock. The
term of all nonqualified stock options granted under the Option Plan may not
exceed ten years and the term of all incentive stock options may not exceed five
years. The Option Plan may be amended or terminated by the Board of Directors,
but no such action may impair the rights of a participant under a previously
granted option.
The Option Plan provides the Board of Directors or the Compensation
Committee the discretion to determine when options granted thereunder shall
become exercisable and the vesting period of such options. Upon termination of a
participant's employment or consulting relationship with the Company, all
unvested options terminate and are no longer exercisable. Vested options shall
remain exercisable for a specified period of time following the termination
date. The length of such extended exercise period generally ranges from 30 days
to one year, depending on the nature and circumstances of the termination.
The Option Plan provides that, in the event the Company enters into an
agreement providing for the merger of the Company into another corporation or
the sale of substantially all of the Company's assets, any outstanding
unexercised option shall become exercisable at any time prior to the effective
date of such agreement. Upon the consummation of the merger or sale of assets,
such options shall terminate unless they are assumed or another option is
substituted therefor by the successor corporation.
The Company has also entered into option agreements with four touring golf
professionals which call for the vesting of a predetermined number of options
based on the golf professional achieving certain benchmarks at designated PGA
Tour events or other major tournaments. The Company has also granted options to
independent sales representatives and the President which vest upon the Company
achieving designated levels of net sales.
As of June 30, 1996, a total of 423,940 nonqualified and Incentive Stock
Options were outstanding, with exercise prices ranging from $1.60 to $12.75 per
share and a weighted average exercise price per share of $5.30.
401(K) PLAN
In January 1996, the Company adopted a defined contribution savings plan
(the "401(k) Plan") to provide retirement income to employees of the Company.
The 401(k) Plan is intended to be qualified under Section 401(a) of the Internal
Revenue Code of 1986, as amended. The 401(k) Plan covers all employees who are
at least age 18 and have been employed at least three months. It is funded by
voluntary pre-tax contributions from employees up to a maximum amount equal to
15% of annual compensation and through matching contributions by the Company up
to 5% of the employee's annual compensation. Upon leaving the Company, each
participant is 100% vested with respect to the participant's contributions and
is vested based on years of service with respect to the Company's matching
contributions. Contributions are invested as directed by the participant in
investment funds available under the 401(k) Plan. Full retirement benefits are
payable to each participant in a single cash payment or an actuarial equivalent
form of annuity on the first day of the month following the participant's
retirement. Because the 401(k) Plan was not in effect prior to January 1996, the
Company incurred no administrative expense and made no contributions prior to
such time on behalf of employees of the Company.
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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of Common Stock as of October 27, 1996 by (i) each person known by the
Company to own beneficially more than 5% of the outstanding Common Stock, (ii)
each director or nominee, and (iii) all executive officers and directors as a
group. Each person has sole voting and sole investment or dispositive power with
respect to the shares shown except as noted.
SHAREHOLDINGS ON
OCTOBER 27, 1996
NUMBER OF PERCENT OF
NAME AND ADDRESS (1) SHARES (2) CLASS(3)
- ------------------------------- ---------- ----------
Robert G. Tomlinson(4)............................ 75,334 1.68%
Robert W. Haley(5)................................ 50,275 1.12
Malcolm Goodridge, III(6)......................... 20,000 *
Steve S. Auger.................................... 5,000 *
Catherine Blair(7)................................ 6,700 *
Mark J. Stevenson(8).............................. 8,800 *
Ronald J. Norick(9)............................... 61,500 1.39%
James H. Everest(10).............................. 25,000 *
All directors and officers as a group
(Eight persons)(11)............................... 252,609 5.51%
- -------------------
* Less than 1%
(1) The address for all persons listed is 4600 E. 48th Avenue, Denver,
Colorado 80216.
(2) Ownership includes both outstanding Common Stock and shares issuable upon
exercise of options that are currently exercisable or will become
exercisable within 60 days after the date hereof.
(3) All percentages are calculated based on the number of outstanding shares
in addition to shares which a person or group has the right to acquire
within 60 days of December 9, 1996.
(4) Includes 50,000 shares subject to currently exercisable options.
(5) Includes 23,325 shares subject to currently exercisable options.
(6) Includes 20,000 shares subject to currently exercisable options.
(7) Includes 5,000 shares subject to currently exercisable options.
(8) Includes 8,333 shares subject to currently exercisable options.
(9) Includes 8,333 shares subject to currently exercisable options. Excludes
37,500 shares of Common Stock owned of record by a limited liability
company of which Mr. Norick is the manager and a minority shareholder.
Also excludes shares gifted by Mr. Norick to two adult children as to
which shares Mr. Norick disclaims beneficial ownership.
(10) Includes 25,000 shares subject to currently exercisable options.
(11) Includes 158,282 shares of Common Stock subject to currently exercisable
options. Excludes shares of Common Stock as to which officers and
directors disclaim beneficial ownership.
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ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has adopted a policy pursuant to which material transactions
between the Company and its executive officers, directors and principal
shareholders (i.e. shareholders owning beneficially 5% or more of the
outstanding voting securities of the Company) shall be submitted to the Board of
Directors for approval by a disinterested majority of the directors voting with
respect to the transaction. For this purpose, a transaction is deemed material
if such transaction, alone or together with a series of similar transactions
during the same fiscal year, involves an amount which exceeds $60,000.
During May 1996, the Company entered into a consulting agreement (the
"Agreement") with Nancy Haley who formerly served as an officer and director of
the Company. The Agreement provides for certain consulting services to be
rendered in the areas of product design, advertising and public relations. The
Agreement is for a term of three years, commencing June 1, 1996 with annual
compensation of $90,000 per year, payable in equal monthly installments of
$7,500. Generally, the Agreement is not terminable by the Company and any
termination by the Company will not affect the Company's obligation to pay the
full amount pursuant to the Agreement. Additionally, the Agreement may be
terminated by Ms. Haley at any time after the first 90 days of the Agreement by
giving written notice at least ten days prior to the date of termination. The
Agreement provides for certain covenants by Ms. Haley during the term of the
Agreement which includes, among other things, a covenant not to compete.
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SIGNATURES
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.
SPORT-HALEY, INC.
By: /s/ ROBERT G. TOMLINSON
------------------------------------------
Robert G. Tomlinson, Chairman of the Board
Pursuant to the requirements of the Securities 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ ROBERT G. TOMLINSON Chairman of the Board and October 28, 1996
---------------------------------------- Chief Executive Officer
Robert G. Tomlinson (Principal Executive
Officer)
/s/ Robert W. Haley President and Director October 28, 1996
- ----------------------------------------
Robert W. Haley
/s/ STEVE S. AUGER Treasurer (Principal October 28, 1996
- ---------------------------------------- Financial and Accounting
Steve S. Auger Officer)
Director
- ------------------------------------
Mark J. Stevenson
/s/ RONALD J. NORICK Director October 28, 1996
- -------------------------------------
Ronald J. Norick
/s/ JAMES H. EVEREST Director October 28, 1996
- -------------------------------------
James H. Everest
</TABLE>
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