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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------
FORM 10-KSB/A
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EX-CHANGE ACT
OF 1934.
For the fiscal year ended DECEMBER 31, 1997
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OR
TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934.
For the transition period from ____________ to _______________.
Commission file number 0-22375
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AMERICAN STONE INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Name of Small Business Issuer in Its Charter)
DELAWARE 13-3704099
- --------------------------------------- --------------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) (Identification No.)
8705 QUARRY ROAD, AMHERST, OHIO 44001
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(Address of Principal Executive Offices) (Zip Code)
(440) 986-4501
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(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act:
Name of Each Exchange
Title of Each Class On Which Registered
------------------- -------------------
N/A N/A
- ----------------------------------- -----------------------------------
- ----------------------------------- -----------------------------------
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, $.001 PAR VALUE 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 past 90 days.
Yes X No
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Check if there is no disclosure of delinquent filers in response 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.
Issuer's revenues for its most recent fiscal year: $2,178,800.
The aggregate market value of the Common Stock held by non-affiliates
of the Registrant as of March 16, 1998 was approximately $1,705,037, computed on
the basis of the last reported sale price per share ($2.25) of such stock on the
Nasdaq Bulletin Board. For purposes of this information, shares of Common Stock
which were owned beneficially by executive officers, Directors and persons who
may be deemed to own 10% or more of the outstanding Common Stock were deemed to
be held by affiliates. This determination of affiliate status is not necessarily
a conclusive determination for other purposes.
The number of shares of the Registrant's Common Stock outstanding as of
March 16, 1998 was 1,631,364.
Except as otherwise stated, the information contained in this Form
10-KSB/A is as of December 31, 1997.
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PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
Under the Bylaws of American Stone Industries, Inc. (the "Company")
adopted by the stockholders of the Company on November 22, 1996, the authorized
number of Directors of the Company shall be not less than three, nor more than
seven, as may be fixed from time to time by resolution of the Board of
Directors, and each Director shall be elected or designated to serve and hold
office until the next Annual Meeting of Stockholders. There are currently six
Directors of the Company.
Information about the Directors of the Registrant is set forth in the
following paragraphs.
DIRECTORS OF THE REGISTRANT
Enzo Costantino Mr. Costantino has served as
Age 36 Treasurer of the Company and as a
Director since 1996 Director since 1996. He has been
Secretary and Treasurer of
Terrazzo, Mosaic & Tile Company,
Ltd. since 1994. Terrazzo, Mosaic &
Tile is a subcontractor for all
hard and soft commercial surfaces
located in Toronto, Ontario. Prior
to joining Terrazzo, Mosaic & Tile,
Mr. Costantino was the controller
of Daicon Contractors, a general
contractor located in Toronto,
Ontario, from 1989 to 1994, and the
cost accounting manager for Canada
Packers, a meat processor located
in Toronto, Ontario, from 1983 to
1989.
Glen Gasparini Mr. Gasparini has served as a
Age 45 Director since 1995 and was
Director since 1995 President and Chief Executive
Officer of the Company from 1995 to
1997. He has been President of
Terrazzo, Mosaic & Tile Company,
Ltd. since 1975. Terrazzo, Mosaic &
Tile is a subcontractor for all
hard and soft commercial surfaces
located in Toronto, Ontario.
Jacquita K. Hauserman Ms. Hauserman has served as a
Age 55 Director of the Company since 1997.
Director since 1997 She has been an independent
consultant with American Management
Systems since February 1998. She
was employed by Centerior Energy
from 1982 until 1998, most recently
as Vice-President of Business
Services. Previous positions with
Centerior included Vice-President
of Customer Support, Vice-President
of Customer Service and Community
Affairs and Vice-President of
Administration. Centerior Energy,
located in Cleveland, Ohio, was a
holding
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company for Cleveland Electric
Illuminating and Toledo Edison
electric utilities until it was
purchased by Ohio Edison in 1997.
She is also a Director and Trustee
of several non-profit organizations
in the Cleveland area.
Michael J. Meier Mr. Meier has served as Secretary
Age 43 of the Company and as a Director
Director since 1996 since 1996. He has been
Vice-President of Finance, Chief
Financial Officer, Secretary and
Treasurer of Defiance, Inc. (Nasdaq
NM: DEFI) since 1990. Defiance is a
supplier of tooling systems,
testing services, specialty
anti-friction bearings and
precision-machined products to the
U.S. transportation industry, with
headquarters in Cleveland, Ohio.
Timothy I. Panzica Mr. Panzica has served as a
Age 43 Director of the Company since 1996.
Director since 1996 He has been Executive
Vice-President of Panzica
Construction Company since 1981.
Panzica Construction Company, a 42
year old firm located in Cleveland,
Ohio is a full service construction
management/general contracting
organization with expertise in all
aspects of commercial construction.
Panzica Construction Company is
part of the Panzica Group of
Companies which specializes in real
estate development, design/build,
and property management.
Thomas H. Roulston II Mr. Roulston has served as Chairman
Age 65 of the Board of the Company and as
Director since 1996 a Director since 1996. He has been
Chairman of Roulston & Company,
Inc. since 1990. Roulston & Company
is a registered investment
advisor located in Cleveland, Ohio.
Mr. Roulston is also Chairman of
the Board of Directors of Defiance,
Inc. (Nasdaq NM: DEFI). Defiance is
a supplier of tooling systems,
testing services, specialty
anti-friction bearings and
precision-machined products to the
U.S. transportation industry, with
headquarters in Cleveland, Ohio.
Mr. Roulston is also a Director of
several privately-held companies.
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers are elected each year and serve at the
pleasure of the Board of Directors. The following is a list of the executive
officers of the Company as of March 16, 1998.
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NAME AGE POSITION
---- --- --------
Enzo Costantino 35 Mr. Costantino has served as Treasurer
of the Company and as a Director since
1996. Mr. Costantino has been Secretary
and Treasurer of Terrazzo, Mosaic & Tile
Company, Ltd. since 1994. Prior to
joining Terrazzo, Mosaic & Tile, Mr.
Costantino was the controller of Daicon
Contractors, a general contractor
located in Toronto, Ontario, from 1989
to 1994, and the cost accounting manager
for Canada Packers, a meat processor
located in Toronto, Ontario, from 1983
to 1989.
Michael J. Meier 43 Mr. Meier has served as Secretary of the
Company and as a Director since 1996.
Mr. Meier has been Vice-President Chief
Financial Officer, Secretary and
Treasurer of Defiance, Inc. since 1990.
Defiance, Inc. is a supplier of tooling
systems, testing services, specialty
anti-friction bearings and
precision-machined products to the U.S.
transportation industry, with
headquarters in Cleveland, Ohio.
Thomas H. Roulston II 65 Mr. Roulston has served as Chairman of
the Board of the Company and as a
Director since 1996. He has been Chairman
of Rouston & Company, Inc. since 1990.
Roulston & Company is a registered
investment advisor located in Cleveland,
Ohio. Mr. Roulston is also Chairman of
the Board of Directors of Defiance, Inc.
Defiance is a supplier of tooling
systems, testing services, specialty
anti-friction bearings and precision
machined products to the U.S.
transportation industry, with
headquarters in Cleveland, Ohio. Mr.
Roulston is also a Director of several
privately-held companies.
David Tyrrell 36 Mr. Tyrrell has served as President and
Chief Executive Officer of the Company
since November 21, 1997 and as President
of ASC since February 7, 1996. Mr.
Tyrrell was the Owner and Operator of
Tyrrell from 1990 to 1996. From 1993 to
1996, Mr. Tyrrell was an Independent
Sales Representative for Owen Sound
Ledgerock.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's Directors, executive officers and
greater than ten percent stockholders to file reports of ownership and changes
in ownership with the Securities and Exchange Commission and to furnish the
Company with copies of all such filings. Based solely on its review of copies of
these reports furnished to the Company and, where applicable, any written
representation that no reports were required, the Company believes during fiscal
1997 all Section 16(a) filing requirements were met.
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ITEM 10. EXECUTIVE COMPENSATION.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the annual and long-term compensation
for the years ended December 31, 1997 and 1996, for the Company's Chief
Executive Officer (the "Named Executive Officer"). No other executive officers
received compensation whose annual salary and bonus exceeded $100,000 during
that year.
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------- ------ -------
SECURITIES
NAME AND OTHER ANNUAL UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION OPTIONS COMPENSATION
------------------ ---- ------ -------- ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C>
David Tyrrell 1997 $96,000 $13,733 -- -- --
President, American Stone 1996 $96,000 $ 3,300 -- -- --
Industries, Inc. (2)
</TABLE>
The Named Executive Officer did not receive personal benefits or perquisites
during fiscal 1997 or 1996 in excess of the lesser of $50,000 or 10% of his
aggregate salary and bonus.
(1) Based on service during the fiscal year indicated, though not paid
until after the fiscal year.
(2) All amounts are in Canadian dollars.
OPTION GRANTS IN LAST FISCAL YEAR
The Company did not grant any options during the fiscal year ended
December 31, 1997.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END VALUES
The following table summarizes options which were exercised during
fiscal 1997 and presents the value of unexercised options held by each of the
Named Executive Officers at fiscal year end.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT FISCAL OPTIONS AT FISCAL
YEAR-END (#) YEAR-END ($) (1)
------------ ----------------
SHARES ACQUIRED VALUE UNEXER- UNEXER-
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE CISABLE EXERCISABLE CISABLE
- ---- -------------- ----------- ----------- ------- ----------- -------
<S> <C> <C> <C> <C> <C> <C>
David Tyrrell 0 0 25,000 0 0 0
</TABLE>
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(1) All stock options were out of the money (the exercise price was higher than
the market price) at the fiscal year end of the Company.
PENSION AND RETIREMENT PLANS
The Company does not have a pension or retirement plan.
EMPLOYMENT AGREEMENTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
The Company has an employment agreement with Mr. Tyrrell dated May 1996
under which he is to receive a base annual salary of $96,000 (Canadian), a
monthly car allowance of $500 (Canadian) and an annual bonus based upon the
adjusted net income of the Company's American Stone Corporation subsidiary. This
contract expires in 2001.
The Company does not have any other agreements regarding employment,
and does not have any change-in-control arrangements.
COMPENSATION OF DIRECTORS
No Directors' fees are paid to Directors. All Directors are reimbursed
for reasonable out-of-pocket expenses incurred in connection with their services
as Directors.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
COMMON STOCK OWNERSHIP
BENEFICIAL OWNERSHIP OF STOCKHOLDERS
OWNING MORE THAN FIVE PERCENT
The following table sets forth beneficial owners known to the Company
of more than five percent of the Company's outstanding Common Stock as of March
31, 1998. All information with respect to beneficial ownership has been
furnished by the respective five percent beneficial holder.
NAME AND ADDRESS OF NUMBER OF SHARES PERCENT OF
BENEFICIAL OWNER BENEFICIALLY OWNED TOTAL SHARES
---------------- ------------------ ------------
Roulston Ventures Limited Partnership(1) 400,000 24.5%
4000 Chester Avenue
Cleveland, OH 44103
TMT Masonry, Ltd.(2) 400,000 24.5%
900 Keele Street
Toronto, Ontario, Canada M6N 3E7
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(1) Mr. Thomas H. Roulston II, Director and Chairman of the Board, is a
general partner of Roulston Ventures Limited Partnership. Refer to the
table regarding Directors and executive officers for detail.
(2) Mr. Glen Gasparini, Director, is President and 75% shareholder of TMT
Masonry, Ltd. Refer to the table regarding Directors and executive
officers for detail.
BENEFICIAL OWNERSHIP OF DIRECTORS
AND EXECUTIVE OFFICERS
The following table sets forth the number of shares of Common Stock
beneficially owned by each Director and executive officer of the Company as of
March 31, 1998. All information with respect to beneficial ownership has been
furnished by the respective Director and executive officer. All shares shown in
the table reflect sole voting and investment power unless otherwise indicated.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF NUMBER OF SHARES PERCENT OF
BENEFICIAL OWNER (1) BENEFICIALLY OWNED TOTAL SHARES (2)
-------------------- ------------------ ----------------
<S> <C> <C>
Thomas H. Roulston II 450,000(3) 27.6%
Glen Gasparini 409,570(4) 25.1%
David Tyrrell 48,500(5) 2.9%
Enzo Costantino 500 --
Jacquita K. Hauserman -- --
Michael J. Meier -- --
Timothy I. Panzica -- --
All Directors and executive officers
as a group (7 persons) 908,570(6) 54.9%
<FN>
(1) The address of each beneficial owner is c/o American Stone Industries,
Inc., P.O. Box 261, Amherst, Ohio 44001.
(2) Based on 1,631,364 shares of Common Stock outstanding on March 31,
1998, adjusted for shares subject to options exercisable within 60 days
following March 31, 1998 held either by the named individuals or by the
group as a whole.
(3) Includes 10,000 shares held by Mr. Roulston's wife. Mr. Roulston
disclaims beneficial ownership of these shares. Shares of Common Stock
beneficially owned by Mr. Roulston also include 400,000 shares held by
Roulston Ventures Limited Partnership, of which Mr. Roulston is a
general partner and 9% owner. Mr. Roulston's wife is also a 9% owner of
Roulston Ventures Limited Partnership. Mr. Roulston has shared voting
and investment power of Roulston Ventures Limited Partnership in a
fiduciary capacity between himself and Scott D. Roulston, his son.
</TABLE>
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(4) Shares of Common Stock beneficially owned by Mr. Gasparini include
400,000 shares held by TMT Masonry, Ltd., of which Mr. Gasparini is
President and a 75% shareholder and 4,170 shares held by Terrazzo,
Mosaic & Tile Company, Ltd., of which Mr. Gasparini is President and a
75% shareholder.
(5) Includes options, exercisable within 60 days of March 31, 1998, to
purchase 25,000 shares.
(6) Includes options, exercisable within 60 days of March 31, 1998, to
purchase 25,000 shares.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
No Director has any family relationship to any other Director of the
Company.
In 1996, Mr. Glen Gasparini, a Director of the Company, recommended
that the Company acquire two Canadian entities. When the Board declined to
pursue the transaction to concentrate their efforts in the United States, Mr.
Gasparini and Mr. Enzo Costantino, a Director of the Company, pursued the
acquisition individually with the Board's approval. The Company has received
appropriate indemnifications that it is not a party to and has no responsibility
for or out of the proposal and acquisition by Messrs. Gasparini and Costantino.
In 1996, the Company purchased from David Tyrrell all of the issued and
outstanding common shares of Tyrrell Stone Design, Ltd., an Ontario corporation.
In consideration of this transaction, Mr. Tyrrell received 20,000 shares of the
Company's Common Stock, after giving effect to the reverse stock split, options
to purchase up to 25,000 shares of Common Stock at $5.00 per share, after giving
effect to the reverse stock split, and the Company agreed to employ him as
President of the Company's American Stone Corporation subsidiary. Under the
terms of his employment agreement, Mr. Tyrrell was given a base salary of
$96,000 Canadian per year.
Terrazzo, Mosaic & Tile Company, Ltd., of which Mr. Gasparini is
President and a 75% shareholder, advanced $29,000 in January 1996 to the
Company. The debt was converted to common stock and Terrazzo, Mosaic & Tile
received 11,600 shares of Common Stock, after giving effect to the reverse stock
split, in exchange for the debt. Terrazzo, Mosaic & Tile Company, Ltd. was also
owed $748,345 for advances to the Company through August 1996. On August 28,
1996, this loan was converted to paid-in-capital.
In February 1996, the Company purchased the operating assets of
Cleveland Quarries, L.P., a limited partnership in which American Stone
Corporation was a limited partner with a 89.1% ownership interest. Consideration
included cash, assumption of certain liabilities and other consideration
totaling $2,320,259. In negotiating this purchase price, management took into
consideration, among other things, (i) the benefit to the Company of acquiring
title to the quarries owned by Cleveland Quarries, L.P., (ii) the potential
economic benefit to the Company of securing title to these assets, especially
the land and reserves of stone, and (iii) the value of the assets to be
acquired. At the time of the transaction, the general partner of Cleveland
Quarries, L.P. was Slate
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and Stone Corporation of American, Ltd., which held a one percent interest in
the limited partnership.
On November 22, 1996, TMT, Roulston Ventures, Ltd. ("Roulston
Ventures") and the Company entered into a Share Purchase Option Agreement
("Agreement"). Pursuant to the terms of the Agreement, in the event that TMT or
Roulston Ventures intends to sell all or any part of their common shares of the
Company, the selling party shall first offer to the Company the opportunity to
purchase such shares and, in the event that the Company declines to purchase
such shares, shall offer such shares to the other party to the Agreement. Upon
tender, the Company has 15 days within which to accept the offer before the
shares will be made available to the other party to the Agreement. In the event
that neither the Company nor the other party buys the shares, they may be sold
to a third party.
During the year ended December 31, 1996 the Company paid a total of
$22,233 for expenses such as stationery and business supplies through TMT
Masonry, Ltd., an affiliated company. At December 31, 1996, accounts payable to
TMT Masonry, Ltd. totaled $9,735 and were satisfied in the ordinary course of
business in 1997.
On November 26, 1997, the Board unanimously approved (with Mr. Panzica
abstaining) the award of a contract to Panzica Construction Company, of which
Mr. Panzica is Executive Vice President, to construct a foundation for a new
gang saw. The contract is for $62,142, and was selected by the Board from among
three bids, of which Panzica Construction Company's was the lowest. The Board
believes this contract was entered into on terms as favorable to the Company as
would have been available from an unrelated party.
The Company has adopted a policy whereby in the event that management
recommends the Company, or any of its subsidiaries, enter into any business
transactions with a related party, such transactions will be reviewed by a
majority of the Board who are independent. In addition, if a Director is
affiliated with the subject related party, that Director will abstain from
voting on any such proposal.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
AMERICAN STONE INDUSTRIES, INC.
By: /s/ David Tyrrell
----------------------------------------
David Tyrrell, President and
Chief Executive Officer
Date: April 30, 1998
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
By: /s/ David Tyrrell
----------------------------------------------
David Tyrrell, President and
Chief Executive Officer (Principal Executive
Officer)
Date: April 30, 1998
By: /s/ Enzo Costantino
----------------------------------------------
Enzo Costantino, Treasurer and Director
(Principal Accounting Officer and Principal
Financial Officer)
Date: April 30, 1998
By: /s/ Thomas H. Roulston II
----------------------------------------------
Thomas H. Roulston II, Chairman
of the Board
Date: April 30, 1998
By: /s/ Glen Gasparini
----------------------------------------------
Glen Gasparini, Director
Date: April 30, 1998
By: /s/ Jacquita K. Hauserman
----------------------------------------------
Jacquita K. Hauserman, Director
Date: April 30, 1998
By: /s/ Michael J. Meier
----------------------------------------------
Michael J. Meier, Secretary and Director
Date: April 30, 1998
By: /s/ Timothy I. Panzica
----------------------------------------------
Timothy I. Panzica, Director
Date: April 30, 1998
