UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark one)
[X] Annual Report Pursuant to Section 13 of 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 1997
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number 0-21872
ALDILA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3645590
(State of other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
15822 BERNARDO CENTER DRIVE, SAN DIEGO, CALIFORNIA 92127
(Address of principal executive offices)
(619) 592-0404
(Registrant's Telephone No.)
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class Names of each exchange on which registered
None None
---- ----
Securities registered pursuant to section 12(g) of the Act:
Common Stock, par value $0.01 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 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. [ ]
As of March 16, 1998, the aggregate market value of the voting stock held
by non-affiliates of the registrant, based on market quotations as of that
date, was approximately $78.1 million.
As of March 16, 1998, there were 15,443,871 shares of the Registrant's
common stock, par value $0.01 per share, outstanding.
<PAGE>
Aldila, Inc.
Amendment No. 1 on Form 10-K/A
to the
Annual Report on Form 10-K for the fiscal year ended December 31, 1997
Table of Contents
Page
Explanatory Note 3
PART III
Item 11. Executive Compensation 4
<PAGE>
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A of Aldila, Inc. (the
"Company") amends and restates Item 11(b)-(d) of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1997.
<PAGE>
FORM 10-K/A
AMENDMENT NO. 1 TO FORM 10-K
The undersigned Registrant hereby amends Part III Item 11(b)-(d)
of its Annual Report on Form 10-K for the fiscal year ended December 31,
1997 to read in its entirety as follows:
PART III
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table. The following table sets forth the
compensation (cash and non-cash, plan and non-plan) paid to each of the
Named Executive Officers for services rendered in all capacities to the
Company during the three fiscal years ended December 31, 1997, 1996 and
1995.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Annual Compensation Compensation
---------------------------------------- -----------------
Securities
Other Annual Underlying
Name and Principal Position Fiscal Year Base Salary Bonus Compensation Options
- -------------------------------- ------------- -------------- -------------- --------------- ----------------
<S> <C> <C> <C> <C> <C>
Gary T. Barbera 1997 $359,400 $ -- $ -- 250,000
Chairman of the Board and 1996 332,900 86,600 -- 60,000
Chief Executive Officer 1995 317,000 -- -- 40,000
Peter R. Mathewson 1997 200,800 -- -- 162,500
Vice President; President 1996 119,300 31,000 -- 40,000
and Chief Operating Officer, 1995 111,000 -- 51,803(FN2) 25,000
Aldila Golf Corp.
Robert J. Cierzan 1997 159,000 -- -- 125,000
Vice President, Finance; 1996 137,400 35,700 -- 35,000
Secretary and Treasurer 1995 128,000 -- -- 18,000
Peter J. Piotrowski(FN1) 1997 129,300 -- -- 25,000
Vice President, 1996 119,200 31,000 -- 30,000
Manufacturing 1995 113,000 -- 67,460(FN2) 25,000
Michael J. Rossi 1997 115,300 -- -- 40,000
Vice President - Sales and -- -- -- -- --
Marketing, Aldila Golf Corp. -- -- -- -- --
- -----------------------
<FN>
(1) In February 1998, Peter J. Piotrowski's employment in all capacities
with the Company, including all subsidiaries thereof, was terminated.
(2) Represents the excess of fair market value of securities purchased from
the Company over the price paid for such securities.
</FN>
</TABLE>
The following table sets forth information concerning the grant
of stock options during the fiscal year ended December 31, 1997 to each of
the Named Executive Officers.
<TABLE>
<CAPTION>
OPTION GRANTS
IN THE FISCAL YEAR ENDED DECEMBER 31, 1997
Individual Grants
---------------------------------------------------
Percent of
Total Potential Realizable
Options Value at Assumed
Granted to Annual Rates of
Employees Exercise or Stock Price
Options in Fiscal Base Price Expiration Appreciation for
Name Granted(FN1) Year 1997(FN2) (per share) Date(FN3) Option Term
- ---------------------- ------------- --------------- ------------- -------------- ------------------------------
5%(FN4) 10%(FN4)
---------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Gary T. Barbera 250,000 26% $4.80 5/06/07 $754,670 $1,912,490
Robert J. Cierzan 125,000 13% 4.80 5/06/07 377,340 956,240
Peter R. Mathewson 100,000 10% 4.94 1/07/07 310,670 787,310
62,500 6% 4.80 5/06/07 188,670 478,120
Peter J. Piotrowski 25,000 3% 4.80 5/06/07(FN5) 75,470 191,250
Michael J. Rossi 40,000 4% 4.80 5/06/07 120,750 306,000
- ---------------------
<FN>
(1) These options were granted pursuant to the Company's 1994 Stock
Incentive Plan, as amended and restated (the "1994 Stock Incentive
Plan"). One-third of the total number of options granted are
exercisable on the first anniversary of the option grant date and
thereafter, an additional one-third of the total number of options
granted are exercisable on each of the second and third anniversaries
of the option grant.
(2) In fiscal 1997, the Company granted a total of 962,500 options to its
employees under the Company's 1994 Stock Incentive Plan. This number
was used in calculating the percentages above.
(3) The options granted under the Company's 1994 Stock Incentive Plan
generally expire on the earliest of (a) the tenth anniversary of the
date of grant, (b) if the Optionee's employment is terminated as a
result of death, disability, retirement or within two years after a
change in control, one year following termination of employment, (c)
if the Optionee's employment is terminated for any other reason, 30
days following termination of employment or (d) the exercise in full
of the option.
(4) The assumed 5% and 10% annual rates of appreciation over the term of
the options are set forth in accordance with rules and regulations
adopted by the SEC and do not represent the Company's estimate of
stock price appreciation.
(5) Mr. Piotrowski's options have been terminated following termination of
his employment in February 1998. These dates represent the original
expiration dates of Mr. Piotrowski's options.
</FN>
</TABLE>
Aggregated Option Exercises. The following table sets forth
information (on an aggregated basis) concerning each exercise of stock
options during the fiscal year ended December 31, 1997 by each of the Named
Executive Officers and the fiscal year-end value of unexercised options.
The Company has no outstanding stock appreciation rights, either
freestanding or in tandem with options.
<TABLE>
<CAPTION>
AGGREGATE OPTION EXERCISES
IN THE FISCAL YEAR ENDED DECEMBER 31, 1997 AND
FISCAL YEAR-END OPTION VALUES
Value of Unexercised
Number of Securities Underlying "In-the-Money"
Unexercised Options at Options at Fiscal
Shares Fiscal Year-End Year-End(FN1)
Acquired on ------------------------------ --------------------------------
Name Exercise Value Realized Exercisable Unexercisable Exercisable Unexercisable
- ------------------------ -------------- ----------------- ------------- --------------- ------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Gary T. Barbera -- -- 83,817 303,333 -- --
Robert J. Cierzan -- -- 38,667 154,333 -- --
Peter R. Mathewson -- -- 45,000 197,500 -- --
Peter J. Piotrowski(FN2) -- -- 41,667 53,333 -- --
Michael J. Rossi -- -- 0 40,000 -- --
- -----------------------
<FN>
(1) Options are "in-the-money" at the fiscal year-end if the fair market
value of the underlying securities on such date exceeds the exercise
price of the option. The closing price of the Company's Common Stock
on December 31, 1997 did not exceed the exercise price of the above
underlying securities and, accordingly, none of the options are
"in-the-money."
(2) Mr. Piotrowski's options have been terminated following termination of
his employment in February 1998.
</FN>
</TABLE>
<PAGE>
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.
ALDILA, INC.
By:/s/ Gary T. Barbera
----------------------------
Gary T. Barbera
Chairman of the Board,
Chief Executive Officer
Date: June 25, 1998
