<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________
FORM 10-K/A
AMENDMENT NO. 1 TO FORM 10-K
_________________________________
(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 1, 1995
COMMISSION FILE NUMBER: 0-45
_________________________________
SHELDAHL, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-0758073
-------------------- ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1150 SHELDAHL ROAD
NORTHFIELD, MN 55057
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (507) 663-8000
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE OF $.25 PER SHARE
(Title of Class)
_________________________________
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 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 Rule
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]
The aggregate market value of shares held by non-affiliates was
approximately $91,443,696 on October 9, 1995, when the last sales price of the
Registrant's Common Stock, as reported in the Nasdaq National Market System, was
$15.75.
As of October 9, 1995, the Company had outstanding 6,833,926 shares of
Common Stock.
_________________________________
DOCUMENTS INCORPORATED BY REFERENCE
None
<PAGE>
ITEM 11. Item 11 is hereby amended to read as follows:
ITEM 11. EXECUTIVE COMPENSATION
- --------------------------------
The following table shows, for the fiscal years ending September 1, 1995,
September 2, 1994 and August 27, 1993, the cash compensation paid by the
Company, as well as certain other compensation paid or accrued for those years,
to James E. Donaghy, the Company's President and Chief Executive Officer, and to
each of the four other most highly compensated executive officers of the Company
in office at the end of fiscal year 1995, whose total cash compensation exceeded
$100,000 during fiscal year 1995 (together with Mr. Donaghy, the "Named
Executive Officers") in all capacities in which they served:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Compensation
- -------------------------------------------------------------------------------
Annual Compensation Awards
- -------------------------------------------------------------------------------
Name and Securities All Other
Principal Position Underlying Compen-
- --------------------------- Year Salary Bonus Options sation(1)
---- -------- ------- ---------- ---------
<S> <C> <C> <C> <C> <C>
James E. Donaghy 1995 $256,203 - 7,719 $ 8,998
President and Chief 1994 247,722 - 10,548 10,718
Executive Officer 1993 231,014 - 0 8,680
Edward L. Lundstrom 1995 131,053 - 3,985 6,348
Executive Vice 1994 122,324 - 11,134 6,116
President 1993 106,538 - 10,654 4,433
Roger D. Quam 1995 124,577 - 3,762 6,071
Vice President- 1994 121,540 - 11,267 5,470
Composite Materials 1993 109,512 - 10,951 4,340
Gregory D. Closser 1995 113,278 - 3,428 5,630
Vice President- 1994 108,161 - 9,972 5,341
Flexible Interconnect 1993 96,325 - 9,633 4,009
John V. McManus 1995 121,378 - 3,671 5,172
Vice President- 1994 107,272 - 9,830 4,817
Finance 1993 94,557 - 9,456 3,935
- -------------------------
</TABLE>
(1) These amounts represent Company basic and matching contributions to the
Company's 401(k) plan on behalf of such employees.
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table contains information concerning the grant of stock
options under the Company's stock option plans to the Named Executive Officers
during the last fiscal year:
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- -----------------------------------------------------------------------------------------------
POTENTIAL REALIZABLE
NUMBER VALUE AT ASSUMED
OF % OF TOTAL ANNUAL RATES OF
SECURITIES OPTIONS STOCK PRICE
UNDER- GRANTED TO APPRECIATION
LYING EMPLOYEES EXERCISE FOR OPTION TERM(1)
OPTIONS IN FISCAL PRICE EXPIRATION
NAME GRANTED YEAR PER SHARE DATE 5% 10%
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
James E. Donaghy 7,719 9.9% $16.50 08/24/05 $80,098 $202,985
Edward L. Lundstrom 3,985 5.1% 16.50 08/24/05 41,351 104,793
Roger D. Quam 3,762 4.8% 16.50 08/24/05 39,037 98,928
Gregory D. Closser 3,428 4.4% 16.50 08/24/05 35,572 90,145
John V. McManus 3,671 4.7% 16.50 08/24/05 38,093 96,535
</TABLE>
____________________
(1) Gains are reported net of the option exercise price, but before taxes
associated with exercise. These amounts represent certain assumed rates of
appreciation only. Actual gains, if any, on stock option exercises are
dependent on the future performance of the common stock, overall stock
market conditions, as well as the optionholder's continued employment
through the vesting period. The amounts reflected in this table may not
necessarily be achieved.
OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
The following table sets forth information with respect to the Named
Executive Officers, concerning the exercise of options during the last fiscal
year and unexercised options held as of the end of the fiscal year:
<TABLE>
<CAPTION>
Number of Securities
Underlying
Unexercised Options at Value of Unexercised In-the-Money
Year-End Options at Fiscal Year-End
________________________ ____________________________
Shares
Acquired on Value
Name Exercise Realized(1) Exercisable Unexercisable Exercisable (2) Unexercisable (2)
- ---- -------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James E. Donaghy 27,090(3) $253,969 22,548 107,719 $202,110 $1,119,298
Edward L. Lundstrom 12,353 72,574 27,322 3,985 304,177 9,963
Roger D. Quam 12,959 89,093 27,906 3,762 311,329 9,405
Gregory D. Closser 9,962 75,960 24,391 3,428 272,084 8,570
John V. McManus 9,482 65,189 23,147 3,671 258,824 9,178
</TABLE>
(1) Market value on the date of exercise of shares covered by options
exercised, less option exercise price.
(2) Based on a per share price of $19.00, which is the average of the bid and
asked prices for the Company's Common Stock on September 1, 1995, the last
day of the Company's fiscal year. Value is calculated on the difference
between the option exercise price and $19.00 multiplied by the number of
shares of common stock underlying the options, but before taxes associated
with exercise.
(3) The net number of shares acquired upon exercise of options taking into
account shares transferred to the Company in payment of the option exercise
price and taxes associated with such exercise was 8,556 shares.
<PAGE>
Director Compensation. Directors who are not employees of the Company
(currently all directors except Mr. Donaghy) were paid during fiscal year 1995
an annual retainer of $12,000 and a fee of $800 for each day of meetings of the
Board of Directors or any committee. Mr. Wilcox has elected to defer his
director fees pursuant to the Company's Supplemental Executive Retirement Plan
that allows the deferral of directors fees. Each non-employee member of the
Board of Directors receives at the time of election or re-election to the Board
by the shareholders an option to purchase 1,000 shares of the Company's Common
Stock at a purchase price equal to the fair market value of the Company's Common
Stock on the date of such election or re-election. Each director option is
exercisable as to all or part of the shares subject to the option during a term
of five years but will expire 30 days after a director's departure from the
Board.
Mr. Womack, who retired as an employee of the Company during fiscal year
1992, receives, in addition to the director fees noted above, a $10,000 annual
retainer for serving as the Chairman of the Board. Mr. Womack also received
health insurance benefits through the Company until he reached age 65, and the
terms of certain options to purchase 94,911 shares granted to Mr. Womack as an
employee under the 1987 Stock Option Plan (13,750 of which have since expired
and 74,018 of which were subsequently exercised) were extended to their original
expiration dates. Finally, the Company and Mr. Womack entered into a Consulting
Agreement during fiscal year 1988 which provides that the Company will retain
Mr. Womack as an independent consultant from the date immediately following his
termination of employment until his 75th birthday, unless another date is agreed
upon by the parties. Mr. Womack is to receive as annual compensation under the
Consulting Agreement 50% of the average of his annual cash compensation for the
five calendar years preceding termination of employment (but not less than
$125,000), less an amount equal to an annual annuity that could be purchased
with the principal in his retirement accounts at the date of retirement provided
from all retirement contributions by the Company. The Consulting Agreement also
restricts Mr. Womack from competitive employment and disclosure of trade secrets
and confidential information.
Mr. Miller received $12,863 during fiscal year 1995 representing fees
relating to international consulting work performed on behalf of the Company.
Mr. Roering received $2,193 during fiscal year 1995 representing fees relating
to certain management consulting work performed on behalf of the Company. Mr.
Magnuson received $5,000 during fiscal year 1995 for his services as Secretary
of the Company. Lindquist & Vennum P.L.L.P., of which Mr. Magnuson is Of
Counsel, was paid for legal services rendered to the Company during fiscal year
1995. It is anticipated that Lindquist & Vennum P.L.L.P. will continue to
perform legal services for the Company.
In fiscal year 1982, the Company established a retirement program for
directors not covered by another retirement plan of the Company which provides
for the payment of an annual benefit equal to the annual retainer paid to
directors during the full fiscal year preceding retirement. The retirement
benefit, which is payable to directors who have served five years or more, will
commence at the later of the time of retirement or when the director becomes 65
years old and will be subject to proportionate reduction if the director has
served the Company less than 15 years. The maximum number of years that the
benefit is payable is ten years.
Employment Agreements. The Company has entered into employment agreements
with certain of its executive officers, including each of the Named Executive
Officers. The employment agreements provide, among other things, for a lump sum
cash severance payment to such individuals equal to approximately three times
the individual's average annual compensation over the preceding five years plus
certain fringe benefits under certain circumstances following a "change in
control" of the Company. In general, a change in control would occur when there
has been any change in the controlling persons reported in the Company's proxy
statements, when 20% or more of the Company's outstanding voting stock is
acquired by any person, or when current members of the Board of Directors or
their successors elected or nominated by such members cease to be a majority of
the Board of Directors. However, a "change in control" would not occur if any
of these events is authorized, approved, or recommended by the Board of
Directors. If a change in control had occurred at the end of fiscal year 1995,
the following individuals would have received the approximate payment indicated
pursuant to the employment agreements: Mr. Donaghy, $683,857; Mr. Lundstrom,
$327,781; Mr. Quam, $332,992; Mr. Closser, $240,055; Mr. McManus, $280,407; all
current executive officers as a group, $2,497,158.
The employment agreement referred to above with Mr. Donaghy also requires
the Company to pay Mr. Donaghy a salary of not less than $185,600 annually,
certain portions of which may be deferred. In addition, if Mr. Donaghy's
employment is terminated other than voluntarily by him or for cause by the
Company and no change in control has occurred, Mr. Donaghy will receive as a
severance payment an amount equal to one and one-half times his annual cash
compensation for the preceding year.
<PAGE>
ITEM 12. Item 12 is hereby amended to read as follows:
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- ------------------------------------------------------------------------
The following table sets forth, as of October 1, 1995, the number of shares
of the Company's Common Stock beneficially owned (i) by each director, (ii) by
certain executive officers, (iii) by each person known by the Company to
beneficially own more than 5% of the outstanding shares of Common Stock and (iv)
by all officers and directors as a group. Unless otherwise indicated, each
person has sole voting and dispositive power over such shares.
<TABLE>
<CAPTION>
NUMBER
OF SHARES PERCENTAGE OF
BENEFICIALLY OUTSTANDING
NAME OF BENEFICIAL OWNER OWNED SHARES
- ------------------------ ----- -------------
<S> <C> <C>
Peter B. Cannell and Co., Inc.(2) 647,200 9.47%
919 Third Avenue
New York, NY 10022
Sumitomo Bakelite Co., Ltd.(2) 414,400 6.07%
Mita-Nitto-Osaka Bldg.
11-36, 3-Chome Mita
Minato-Ku, Tokyo 108, Japan
Regan Money Managers(2) 371,600 5.44%
7600 Parklawn Avenue, Suite 300
Edina, MN 55435
James E. Donaghy(3)(4)(5) 86,237 1.26%
James S. Womack(3) 80,801 1.18%
John G. Kassakian(3) 9,997 *
Gerald E. Magnuson(3) 18,188 *
William B. Miller(3) 9,000 *
Kenneth J. Roering(3) 18,000 *
Richard S. Wilcox(3)(6) 106,155 1.55%
Beekman Winthrop(3) 273,800 4.01%
Gregory D. Closser(3) 37,997 *
Edward L. Lundstrom(3) 32,155 *
John V. McManus(3) 52,037 *
Roger D. Quam(3) 51,225 *
All Officers and Directors as 820,715 11.66%
a Group (15 persons)(3)(4)(6)
</TABLE>
__________________________________________________________
* Less than one percent.
(1) Assumes no exercise of the Underwriters' over-allotment option.
(2) Based upon information contained in a Schedule 13G or Schedule 13D filed
with the Securities and Exchange Commission.
<PAGE>
(3) Includes shares which may be purchased within 60 days of October 1, 1995
upon exercise of outstanding stock options in the amounts of 22,548 shares
for Mr. Donaghy, 11,143 shares for Mr. Womack, 5,000 shares for each of
Messrs. Kassakian, Magnuson, Roering and Wilcox, 4,000 shares for Mr.
Miller, 3,000 shares for Mr. Winthrop, 24,391 shares for Mr. Closser,
27,322 shares for Mr. Lundstrom, 23,147 shares for Mr. McManus, 27,906
shares for Mr. Quam and 202,138 shares for all officers and directors as a
group.
(4) Includes shares held by the Company's Employee Savings Plan for the benefit
of the person or group named herein.
(5) Excludes options to acquire 107,719 shares of Common Stock, which options
are not currently exercisable.
(6) Includes 35,400 shares held by a trust for the benefit of Mr. Wilcox's
daughter, for which he is trustee. Mr. Wilcox disclaims beneficial
ownership of these 35,400 shares.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form 10-K and has caused this
Amendment No. 1 to Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized, on the 13th day of November, 1995.
SHELDAHL, INC.
By: /s/ James E. Donaghy
----------------------------------
James E. Donaghy, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the Registrant on November 13, 1995 and in the capacities indicated.
By * Chairman of the Board and Director
-----------------------------
James S. Womack
By /s/ James E. Donaghy President, Chief Executive Officer and
----------------------------- (principal executive officer)
James E. Donaghy
By /s/ John V. McManus Vice President Finance
----------------------------- (principal financial and accounting officer)
John V. McManus
By * Director
-----------------------------
John G. Kassakian
By * Director
-----------------------------
Gerald E. Magnuson
By * Director
-----------------------------
William B. Miller
By * Director
-----------------------------
Kenneth J. Roering
By * Director
-----------------------------
Richard S. Wilcox
By * Drector
-----------------------------
Beekman Winthrop
*By /s/ John V. McManus
-----------------------------
John V. McManus
Attorney-In-Fact
