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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A (NUMBER 1)
[X] Annual report under Section 13 or 15(d) of the Securities Exchange Act of
1934 for the fiscal year ended December 31, 1999
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from __________ to _________
COMMISSION FILE NUMBER: 33-62038NY
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SARATOGA BEVERAGE GROUP, INC.
(Name of small business issuer in its charter)
DELAWARE 14-1749554
(State of incorporation or organization) (I.R.S. Employer Identification No.)
1000 American Superior Boulevard,
Winter Haven, Florida 33884 Issuer's telephone number:
(Address of principal executive offices) (Zip Code) (863) 299-6915
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Securities registered pursuant to Section 12(b) of the Exchange Act:
Name of each exchange
Title of each class on which registered
-------------------- -------------------
None None
Securities registered pursuant to Section 12(g) of the Exchange Act:
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B 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. [ ]
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Issuer's revenues for the fiscal year ended December 31, 1999 were $50,740,691.
The aggregate market value of the voting and non-voting common equity held
by non-affiliates of the issuer, based on the closing sales price of the common
stock on March 8, 2000 as reported on the Nasdaq SmallCap Market, was
approximately $7,542,756. Shares of the common stock held by each officer and
director and by each person who owns 5% or more of the outstanding common stock
may be deemed to be affiliates for this purpose. This determination of affiliate
status is not necessarily a conclusive determination of the affiliates of the
issuer for other purposes.
As of March 8, 2000, the issuer had outstanding 5,036,746 shares of Class A
common stock, $.01 par value per share, and 522,955 shares of Class B common
stock, $.01 par value per share.
DOCUMENTS INCORPORATED BY REFERENCE
None. Transitional Small Business Disclosure Format Yes [ ] No [X]
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ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth the compensation paid or accrued for such
services rendered during such period by the chief executive officer and
executive officers who had aggregate consideration (salary and bonus) in excess
of $100,000 during fiscal year 1999 (the "Named Executives"). No other executive
officer of the Saratoga Beverage Group, Inc. (the "Company") had aggregate
compensation from the Company exceeding $100,000 in 1999.
<TABLE>
<CAPTION>
Annual Compensation Awards
------------------- ------
Position Year Salary Bonus Other Securities Underlying
-------- ---- ------ ----- ----- Options/SARs (#)
<S> <C> <C> <C> <C> <C>
Robin Prever, President 1999 $197,050 $250,000 - 300,000 options
and Chief Executive Officer 1998 $125,000 $63,937 - 100,000 options
1997 $125,000 - - -
Adam Madkour, Executive 1999 $146,800 - - 29,000 options
Vice President 1998 $100,000 $19,787 - 50,000 options
1997 $100,000 $5,600 - -
John Morabito, Executive Vice 1999 $110,500 - $50,000 (2) 75,000 options
President (1)
Marc Craen, General Manager 1999 $100,800 - - 50,000 options
(1)
Jeff Heavirland, Executive Vice 1999 $137,500 - - 50,000 options
President (1)
</TABLE>
(1) Began employment with the Company during 1999.
(2) Other represents payment in connection with the cancellation of options
issued while a director of the Company.
EMPLOYMENT AGREEMENTS
In June 1993, the Company entered into an employment agreement with its
president and chief executive officer providing for annual compensation of
$125,000. The agreement provided for payment of an annual bonus at the sole
discretion of the Board of Directors, with a minimum bonus each year equal to 5%
of the Company's pre-tax profit in each contract year. On January 28, 1999, the
Company entered into a new four year employment agreement with its president,
chief executive officer and chairperson of the Board of Directors (the
"Executive"), providing for annual compensation of $200,000 with annual cost of
living adjustments and other increases at the discretion of the compensation
committee of the Board of Directors. The compensation committee shall set goals
on an annual basis for the Executive's performance as an officer of the Company,
and shall cause the Company to pay to her an annual bonus in addition to the
salary based on the achievement by the Executive of such goals. Non-qualified
stock options to
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purchase 300,000 shares of Class A common stock at an exercise price of $2.375
per share, the fair market value on the date of grant, were issued as part of
this agreement and shall vest over a three year period from the date of grant at
a rate of 33% per year, commencing with the first anniversary of the date of
grant. Upon the termination of her employment agreement for any reason, any
unvested stock options shall lapse, and the Executive shall have one year from
the date of termination to exercise any vested stock options. The Executive's
vested stock options shall be exercisable for a period of ten (10) years from
the date of issuance. Under her employment agreement, the Executive will not
engage in a business which competes with the Company for the term of the
employment agreement and for two years thereafter.
In the event that (i) other than following a change in control, the
Executive's employment is terminated by the Company in breach of her employment
agreement, or the Executive shall terminate her employment for Good Reason (as
defined in her employment agreement), (ii) the Executive's employment shall be
terminated for any reason, other than for Cause (as defined in her employment
agreement), death or Disability (as defined in her employment agreement), within
six (6) months following a change in control (as defined in her employment
agreement) of the Company, or (iii) the Executive terminates her employment
immediately upon a change in control, then the Company will pay the Executive as
a severance and non-competition payment equal to (x) her base salary and (y) the
average bonus actually paid to the Executive with respect to the last two years,
in each case for the remainder of her term plus one year; provided, however,
that the Company shall not be required to pay the Executive more than 2.99 times
the Executive's base salary and bonus compensation for the calendar year prior
to such termination. Such amount shall be paid either in a lump sum or in
monthly installments, at the Executive's discretion.
On January 5, 2000, concurrently with the execution of a stock purchase
agreement and agreement and plan of merger with affiliates of North Castle
Partners, L.L.C., and incident to the merger agreement, the Executive entered
into an employment agreement with the Company, to be effective upon the closing
of the merger.
Under the employment agreement, the Executive will be employed as the
President and Chief Executive Officer of the Company under the following terms:
o A period of 3 years with an automatic one year extension unless otherwise
notified, subject to earlier termination for death, disability, resignation
or removal.
o An initial base salary of $ 220,000 and benefits available to officers of
the Company generally.
o A performance bonus set annually by the compensation committee, which shall
be not less than $110,000 in the first year. With respect to the first
year's performance bonus, such bonus shall be payable (prorated under
certain circumstances) if the Executive's
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employment is terminated by the Company without cause or by her for certain
types of good reason.
o The grant of stock options to purchase shares of common stock representing
2% of the Company's fully diluted equity as of the closing date of the
merger of the Company, at an exercise price equal to the fair market value
at the date of grant of the common stock of the Company as the company
surviving the merger and vesting at a rate of 25% on the date of grant and
on each of the first, second and third anniversaries of the date of grant.
o On the first anniversary of the closing of the merger, the Executive will
be granted stock options to purchase shares of common stock representing 1%
of the Company's fully diluted equity as of the closing date of the merger,
at an exercise price equal to the fair market value at the date of grant of
the common stock of the Company as the company surviving the merger, which
will be subject to the same vesting and other provisions as the previous
grant of options.
o If the Executive resigns her employment for good reason, as defined in the
employment agreement, or if the Company terminates her employment without
cause, as defined in the employment agreement, the Executive will receive
her full salary through the date of termination plus all other unpaid
amounts under any compensation or benefit plan or program of the Company,
for a period ending on the earlier of 24 months or the expiration of the
term of the employment agreement but in no circumstances less than 12
months. All additional salary payments under good reason are payable in
equal monthly installments over the succeeding 12 months. In case of
termination without cause or termination for good reason, the Executive
will receive continuing health insurance for the earlier of 24 months or
expiration of the term of the employment agreement, but no less than 12
months; and her stock options will be deemed granted and vested.
o If the Executive terminates her employment because of the failure to
appoint her as the Chief Executive Officer for any and all acquisitions
made by North Castle, the Company's immediate and ultimate parent companies
or their respective affiliates of businesses in the refrigerated beverage
and/or water business, the Company will pay the Executive an amount equal
to the Executive's salary for 36 months payable in equal monthly
installments over the succeeding 12 months and all options shall be granted
and vested.
o Pursuant to the employment agreement, the Executive is entitled to
terminate her employment if she perceives, in her sole judgment, that there
has been a diminution in her duties, authority, responsibility, day to day
control, reporting responsibility, employee relations, status, relationship
with the board of the Company or North Castle or interference with the
exercise of her business judgment or a substantial increase without her
agreement in her duties, responsibilities, or reporting requirements.
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o During the term of employment and for a period of three years following the
termination of employment, the Executive shall not compete with the Company
pursuant to the terms of a non-competition agreement. Under the
non-competition agreement, the Executive shall not engage in any business
which competes with the Company's business, namely, the bottled water or
the refrigerated beverage industry in the same geographic area, or engage
in any conduct disparaging or criticizing the Company in any way, for five
years from the closing date of the merger. In consideration for the
restrictive covenants, the Company has agreed to pay the Executive $750,000
on the closing date of the merger.
Pursuant to the non-competition agreement, the Executive can own up to 5%
of the outstanding voting securities of any publicly held corporation and she
can work in an investment banking or consulting business for a company with
clients in the refrigerated beverage and bottled water business, provided that
she does not provide services to those clients.
On January 29, 1999, Jeffrey Heavirland entered into a two-year employment
agreement with the Company. Pursuant to the Heavirland agreement, the Company
employs Mr. Heavirland as Executive Vice President of the Company and President
and Chief Executive Officer of The Fresh Juice Company of California, Inc. The
Heavirland agreement provides for:
o a payment of an annual salary of not less than $150,000;
o payment of an annual performance bonus under the Company's executive
bonus plan;
o payment of a bonus of $100,000 to Mr. Heavirland on January 29, 2000;
and
o the grant of an option to purchase 100,000 shares of Saratoga Class A
common stock to be exercisable at a price equal to the fair market
value of shares of Saratoga Class A common stock on the date of grant.
Such stock options shall vest over 3 years with 50% vesting in the first
year and the remaining stock options vesting 25% on each of the second and third
anniversary dates of the grant. The vesting schedule for the stock options may
accelerate if the Heavirland agreement is terminated under certain
circumstances.
The Heavirland agreement provides that if the Heavirland agreement is
terminated by the Company without cause or Mr. Heavirland terminates the
Heavirland agreement for "good reason" and Heavirland agrees to comply with the
confidentiality covenant and, for a period of one year, agrees to comply with
the non-compete covenant contained in the Heavirland agreement, Mr. Heavirland
will be entitled to payment of an aggregate amount equal to the sum of (a) his
annual salary rate, then in effect, and (b) the average of his annual bonuses,
if any, actually paid with respect to the two most recently completed fiscal
years prior to the termination. Such amounts will be payable, in the Company's
sole and absolute discretion, either
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in a lump sum or in equal monthly payments ending with the end of the term of
the Heavirland agreement.
The Heavirland agreement also provides for the payment to Mr. Heavirland of
a lump sum severance payment equal to 2.99 times his "base amount", as defined
in Section 280G of the Internal Revenue Code subject to certain reductions, in
the event (a) his employment with the Company is terminated within six months
following a change in control of the Company, other than for non-renewal of the
Heavirland agreement on the second anniversary date of the closing of the merger
or for cause, retirement, death or disability, or; (b) if he is deemed
terminated for good reason within such time period. For the purpose of the
Heavirland agreement, a "Change of Control" of the Company shall be deemed to
have occurred after the effective date (x) if during any period of 2 consecutive
years from the execution of the Heavirland agreement, individuals who at the
beginning of such period constitute the board of directors of the Company and
any new director whose election by the Company board of directors or nomination
for election by the the Company's stockholders was approved by a vote of at
least two-thirds (2/3) of the directors then still in office who either were
directors at the beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to constitute a
majority thereof; or (y) upon the Company stockholders' approval of a
dissolution or liquidation of the Company or a sale by the Company of all or
substantially all of the Company's assets.
STOCK OPTION PLANS
In June 1993, the Board of Directors of the Company approved the adoption
of the Saratoga Spring Water Company 1993 Stock Option Plan (the "1993 Stock
Option Plan"). The 1993 Stock Option Plan provided for the issuance of options
covering up to 466,000 shares of Class A common stock (subject to adjustments in
the event of stock splits, stock dividends and similar dilutive events) and
Stock Appreciation Rights in tandem with options. Generally, Stock Appreciation
Rights will be subject to the same terms and conditions as options. Options may
be granted under the 1993 Stock Option Plan to employees, officers or directors
of, and consultants and advisors to the Company.
On December 12, 1995 the shareholders of the Company approved an amendment
to the 1993 Stock Option Plan increasing the number of shares available for
issuance from 466,000 to 616,000.
Options granted to employees may either be incentive stock options (as
defined in the Internal Revenue Code of 1986, as amended) or non qualified stock
options. The purchase price of the Class A common stock made subject to an
option shall be determined by the compensation committee at the time of grant,
provided that the purchase price of incentive stock options may not be less than
the fair market value of the Company's Class A common stock on the date of
grant. Subject to the foregoing, the terms of each option and the increments in
which it is exercisable are determined by the compensation committee, provided
that no option may be exercised after ten years and one day from the date of
grant (ten years in the case of an incentive
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stock option). To the extent that the aggregate fair market value, as of the
date of grant, of the shares for which incentive stock options become
exercisable for the first time by an optionee during any calendar year exceeds
$100,000, the portion of such option which is in excess of the $100,000
limitation will be treated as a non qualified stock option. In addition, if an
optionee owns more than 10% of the total voting power of all classes of the
Company's stock at the time the individual is granted an incentive stock option,
the purchase price per share cannot be less than 110% of the fair market value
on the date of grant and the term of the incentive stock option cannot exceed
five years from the date of grant. Generally, options vest over a three year
period unless the compensation committee accelerates such provisions.
Furthermore, under the 1993 Stock Option Plan, directors who are not also
employees of the Company receive an option ("Initial Option") to purchase 2,000
shares of Class A common stock upon their initial election to the Board of
Directors, exercisable at the fair market value on the date of grant. On June
23, 1993, each person who was then a non-employee director received 2,000
options ("IPO Options"), at an exercise price of $5.00 per share. These options
are exercisable as to 33 1/3% of the shares subject thereto on the date of
grant, and as to 33 1/3% on each of the following two anniversaries of such date
of grant. In addition, on the date of each annual meeting of stockholders held
subsequent to January 1, 1994, each qualified director will automatically
receive options ("Annual Options") to purchase 2,000 shares of Class A common
stock exercisable 50% per year over a period of two years beginning on the date
of grant, at the fair market value of the Class A common stock on the date of
grant. The Company received stockholder approval at the 1999 annual meeting of
stockholders to retroactively, as of June 29, 1998, terminate this provision of
the 1993 Stock Option Plan, given the approval of the 1998 Stock Option Plan (as
hereinafter defined).
Generally, options granted to directors under the 1993 Stock Option Plan
will terminate three months after the date of the director's termination,
resignation or retirement from the Board of Directors, but in no event after the
option has expired by its terms. If any option granted under the 1993 Stock
Option Plan should expire or become unexercisable for any reason without having
been exercised in full, the unpurchased shares will become available for further
grant under the Stock Option Plan.
At the annual meeting of stockholders held on October 28, 1998, the
Saratoga Beverage Group, Inc. 1998 Stock Option Plan (the "1998 Stock Option
Plan") was approved. The 1998 Stock Option Plan provides for the issuance of
options covering up to 900,000 shares of Class A common stock or Class B common
stock (collectively "Shares") (subject to adjustments in the event of stock
splits, stock dividends and similar dilutive events). Options may be granted
under the 1998 Stock Option Plan to employees, officers or directors of the
Company. The 1998 Stock Option Plan will be administered by the Stock Option
Committee of the Board of Directors (the "Committee").
Options granted to employees may either be incentive stock options
(as defined in the Internal Revenue Code of 1986, as amended) ("ISOs") or
non-qualified stock options
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("NQSOs"). The purchase price of the Shares made subject to an option shall be
determined by the Stock Option Committee at the time of grant, provided that the
purchase price of incentive stock options may not be, and the price of
non-qualified options generally will not be, less than the fair market value of
the Class A common stock on the date of grant. Subject to the foregoing, the
terms of each option and the increments in which it is exercisable are
determined by the Stock Option Committee, which will generally provide that no
option may be exercised after ten years from the date of grant. If an optionee
owns more than 10% of the total voting power of all classes of the Company's
stock at the time the individual is granted an ISO, the purchase price per share
cannot be less than 110% of the fair market value on the date of grant and the
term of the ISO cannot exceed five years from the date of grant.
Non-employee directors and key employees (defined as full-time employees)
of the Company or any future Subsidiary Corporation (as defined in the 1998
Stock Option Plan) of the Company are eligible to participate in the 1998 Stock
Option Plan; provided, however, that ISOs may only be granted to employees of
the Company or a Subsidiary Corporation. Each non-employee director of the
Company on January 1 of a year during the term of the 1998 Stock Option Plan
will automatically receive options to purchase 5,000 shares of Class A common
stock at the fair market value of the Class A common stock on the date of grant.
Any one optionee may not be granted options to purchase in excess of
300,000 shares of Class A common stock during any fiscal year of the Company;
provided, however, that the Committee may adopt procedures for the counting of
shares relating to any grant of options to ensure appropriate counting, avoid
double counting and provide for adjustments in any case in which the number of
shares actually distributed differs from the number of shares previously counted
in connection with such grant; provided further, however, that the options
granted under the 1993 Stock Option Plan shall not be treated as outstanding.
During 1999, a total of 749,500 stock options were granted, 195,000 were
exercised, and 40,670 expired or were canceled from the 1993 Stock Option Plan
and the 1998 Stock Option Plan. The Company did not grant stock appreciation
rights.
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STOCK OPTION GRANTS
The following table sets forth information with respect to the Named
Executives concerning the grant of stock options during the fiscal year ended
December 31, 1999. The Company did not grant any stock appreciation rights
during such fiscal year.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
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Potential Realized Value at
% of Total Assumed Annual Rates of
Number of Options Stock Price Appreciation for
Securities Granted to Option Term (1)
Underlying Employees Exercise Expiration -----------------------------
Name Option in 1999 Price Date 5% 10%
- ---- ------ ------- ----- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
Robin Prever 300,000 40.0% 2.438 1/28/2009 $ 459,974 $ 1,165,663
Adam Madkour 29,000 3.9% 2.500 1/29/2009 115,546 115,546
John Morabito 75,000 10.0% 2.500 1/29/2009 298,827 298,827
Marc Craen 50,000 6.7% 2.500 1/29/2009 199,218 199,218
Jeff Heavirland 100,000 13.3% 2.500 1/29/2009 398,436 398,436
</TABLE>
(1) Calculated on the assumption that the market value of the underlying stock
increases at the stated values compounded annually for the ten-year term of the
option.
STOCK OPTION EXERCISES
- ----------------------
The following table provides information about exercised stock options held
by the Named Executives. During 1999, only one Named Executive exercised stock
options granted by the Company.
<TABLE>
<CAPTION>
Number of Securities Value of In-the-Money
Underlying Options Underlying Options
Shares Value At December 31,1999 At December 31,1999 (2)
Name Exercised Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- --------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robin Prever 115,000 $279,745 (1) - 300,000 $ - $712,500
Adam Madkour - - 71,000 29,000 160,473 67,077
John Morabito - - - 75,000 - 173,475
Marc Craen - - - 50,000 - 115,560
Jeff Heavirland - - - 100,000 - 231,300
</TABLE>
(1) Value based on the December 23, 1999 (date of exercise) closing price of the
Class A common stock on the Nasdaq SmallCap Market of $4.813 per share.
(2) Value based on the December 31, 1999 closing price of the Class A common
stock on the Nasdaq SmallCap Market of $4.813 per share.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant caused this amendment to this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: April 14, 2000 SARATOGA BEVERAGE GROUP, INC.
By: /s/ Robin Prever
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Robin Prever, President
