<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
AMENDMENT NO. 1 TO
FORM 10-K/A
<TABLE>
<S> <C>
[x] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1996
[ ] 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 0-22064 ___________
</TABLE>
ELEK-TEK, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 36-3042018
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
7350 N. Linder Avenue 60077
Skokie, Illinois (Zip Code)
(Address of principal executive offices)
</TABLE>
Registrant's telephone number, including area code: (847) 677-7660
___________
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
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 April 21, 1997, 6,300,000 shares of Common Stock were outstanding and the
aggregate market value of the Common Stock held by non-affiliates of the
Registrant (based on the closing price as reported on NASDAQ) was approximately
$16,931,250.
<TABLE>
<S> <C>
Document Incorporated by Reference: Into Form 10-K Part:
----------------------------------- --------------------
Proxy Statement for 1997 Annual Meeting
of Stockholders III
</TABLE>
================================================================================
<PAGE> 2
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The directors of Elek-Tek, Inc. (the "Company"), and certain information
concerning them as furnished by such persons, are as follows:
<TABLE>
<CAPTION>
Principal Occupation Served as
and Positions with a Director
Name (Age) the Company Since
---------- -------------------- ----------
<S> <C> <C>
Richard L. Rodriguez President and Chief Executive Officer of 1996
(37) the Company
Harvey Kinzelberg (52) President and Chief Executive Officer of 1995
Sequel Capital Corporation
Robert J. Lipsig (54) Principal in Core Financial Corporation; 1995
Chairman of the Board of the Company
Susan J. Kaiser (40) Private Investor 1993
Alvin Richer (67) Chairman of the Board, President and 1993
Chief Executive Officer of Arnold Machinery
Company
Dennis G. Flanagan (58) Chairman of the Board of ELAN Energy Inc. 1993
</TABLE>
Richard L. Rodriguez has been President and Chief Operating Officer of the
Company since March 1, 1996 and Chief Executive Officer and a director of the
Company since April 19, 1996. From February 1993 to February 1996, he was
Senior Vice President at Creative Computer Inc., a computer products reseller.
From January 1990 to February 1993, he was General Manager for Personal Support
Computers, Inc.
Harvey Kinzelberg has been a director of the Company since April 1995 and
served as non-executive Chairman of the Board of the Company from April 19,
1996 to October 16, 1996. He has been President and Chief Executive Officer of
Sequel Capital Corporation, a financial services firm, since May 1992. From
1979 to April 1992, he was Chairman of the Board of Meridian Leasing
Corporation, a computer leasing company.
2
<PAGE> 3
Robert J. Lipsig has been a director of the Company since December 1995
and was elected Chairman of the Executive Committee of the Board of Directors
on April 19, 1996. On October 16, 1996, he was elected non-executive Chairman
of the Board of the Company. He has been a principal in Core Financial
Corporation, a private investment firm, since 1994. From 1988 to 1994, he was
Chairman of the Board and Chief Executive Officer of ERO, Inc., a NASDAQ listed
company, which is a manufacturer and importer of children's leisure products.
From 1977 to 1984 he served as President and Chief Operating Officer of ERO,
Inc. Mr. Lipsig is also a member of the Board of Directors of ERO, Inc.
Susan J. Kaiser has been a director of the Company since October 1993.
She is presently a private investor. From June 1992 to June 1993, she was
Manager of stock option and futures trading of Nikko Securities, in Osaka,
Japan. From 1985 through 1991, she was a member of the Chicago Board Options
Exchange and Mercantile Exchange.
Alvin Richer has been a director of the Company since June 1993. He has
been Chairman of the Board since 1989, and President, Chief Executive Officer
and a director since 1984, of Arnold Machinery Company, a distributor of
construction, mining, material handling, farm and truck equipment.
Dennis G. Flanagan has been a director of the Company since June 1993.
Since January 1988, he has been the Chairman of the Board of ELAN Energy Inc.,
a publicly held oil and natural gas company listed on the Toronto Stock
Exchange. Mr. Flanagan is also a member of the Board of Directors of Questar
Energy Corp. and Nowsco Well Service Ltd.
Directors of the Company hold office until the next annual meeting of
stockholders and until their successors are duly elected and qualified.
ITEM 11. EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
The following table shows the cash compensation, as well as certain other
compensation, of the Chief Executive Officer of the Company, each of the other
executive officers of the Company whose annual compensation exceeded $100,000
and one former executive officer of the Company for services in all capacities
to the Company during the fiscal years ended December 31, 1996, 1995
and 1994:
3
<PAGE> 4
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
-------------
ANNUAL COMPENSATION SECURITIES
NAME AND PRINCIPAL ------------------- UNDERLYING ALL OTHER
POSITION YEAR SALARY BONUS OPTIONS(1) COMPENSATION(2)
- ----------------- ---- ------ ----- -------------- ---------------
<S> <C> <C> <C> <C> <C>
Richard L. Rodriguez, President 1996 $214,861 $ 0 126,000 $ 8
and Chief Executive Officer (3)
Karim Hadchiti, 1996 126,006 35,000 25,000 7
Vice President-Operations (4)
Scott Koerner, 1996 107,692 0 25,000 7
Sr. Vice President-Sales (5)
Cameron B. Estes, Jr., 1996 200,000 0 - 8,312
former Chief Executive Officer (6) 1995 200,000 10,811 - 3,896
1994 146,154 61,992 - 1,350
</TABLE>
(1) Number of shares of Common Stock subject to options granted during the
year indicated under the Company's 1993 Incentive Stock Option Plan.
(2) Represents contributions to the Company's 401(k) plan made by the Company
on behalf of the named executives and the amount of premium for the
Company's group term life insurance plan attributed to the compensation of
executive officers of the Company. For 1996, $8, $7, $7 and $5 were
attributed to the compensation of Messrs. Rodriguez, Hadchiti, Koerner,
and Estes, respectively, for group term life insurance premiums paid by
the Company.
(3) Mr. Rodriguez was elected President and Chief Operating Officer of the
Company on March 1, 1996 and Chief Executive Officer of the Company on
April 19, 1996.
(4) Mr. Hadchiti was elected Vice President-Operations on June 13, 1996.
(5) Mr. Koerner was elected Senior Vice President-Sales of the Company on
June 13, 1996.
(6) Mr. Estes resigned as Chairman of the Board, Chief Executive Officer and
a director of the Company on April 19, 1996.
4
<PAGE> 5
STOCK OPTIONS
OPTION GRANTS. The following table sets forth certain information
regarding options to purchase shares of Common Stock granted during 1996 to the
executive officers of the Company named in the Summary Compensation Table.
<TABLE>
<CAPTION>
Individual Grants
- ----------------------------------------------------------------------------------
% of Total
Number of Options
Securities Granted to Grant Date
Underlying Employees Exercise Present
Options in Fiscal Price per Expiration Value
Name Granted Year Share (1) Date ($)(2)
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Richard L. Rodriguez (3) 126,000 39% $2.75 March 1, 2006 $128,520
- ----------------------------------------------------------------------------------------------
Karim Hadchiti (4) 25,000 8 4.38 May 3, 2006 42,250
- ----------------------------------------------------------------------------------------------
Scott Koerner (4) 25,000 8 4.875 April 29, 2006 47,000
- ----------------------------------------------------------------------------------------------
</TABLE>
(1) The option exercise price is equal to the fair market value per share of
Common Stock on the date of grant.
(2) Calculated pursuant to the Black-Scholes option pricing model. Assumes
with respect to Mr. Rodriguez expected volatility of 30%, risk-free rate
of return of 5.59%, no dividend yield, time of exercise of five years and
no risk of forfeiture. Assumes with respect to Messrs. Hadchiti and
Koerner expected volatility of 30%, risk-free rate of return of 6.43%, no
dividend yield, time of exercise of five years and no risk of forfeiture.
(3) Option was granted on March 1, 1996 under the Company's 1993 Incentive
Stock Option Plan. All options are incentive stock options. Beginning
March 1, 1997, one-quarter of the options granted become vested and
exercisable upon the anniversary of the date of grant of the options,
until the fourth anniversary of the date of grant, whereupon all of the
options granted are vested and exercisable.
(4) All options are incentive stock options under the Company's 1993
Incentive Stock Option Plan. Beginning one year after the date of grant,
one-fifth of the options granted become vested and exercisable annually
upon the anniversary of the date of grant of the options.
5
<PAGE> 6
UNEXERCISED OPTIONS. No options to purchase shares of Common Stock were
exercised by the executive officers of the Company named in the Summary
Compensation Table during 1996. The following table sets forth certain
information regarding the number and value of unexercised options to purchase
shares of Common Stock held at the end of 1996 by the executive officers of the
Company named in the Summary Compensation Table:
<TABLE>
<CAPTION>
Number of Securities Underlying Value of Unexercised In-the-Money
Name Unexercised Options at Fiscal Year End Options at Fiscal Year End(1)
- ---- ---------------------------------------- ---------------------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------
Richard L. Rodriguez 31,500 94,500 $23,625 $70,875
- --------------------------------------------------------------------------------------------------------
Karim Hadchiti 0 25,000 0 0
- --------------------------------------------------------------------------------------------------------
Scott Koerner 0 25,000 0 0
- --------------------------------------------------------------------------------------------------------
</TABLE>
(1) Value of unexercised in-the-money options is equal to the excess, if any,
of the fair market value per share of Common Stock at December 31, 1996
over the option exercise price per share multiplied by the number of
shares subject to options.
EMPLOYMENT AND SEVERANCE AGREEMENTS
The Company entered into an employment agreement dated as of March 1, 1996
with Richard L. Rodriguez pursuant to which he serves as President and Chief
Operating Officer of the Company. On April 19, 1996, he was also elected as
Chief Executive Officer and a director of the Company. The employment
agreement is for an initial four-year period and, unless terminated, is
automatically extended for successive one-year periods thereafter. Under the
employment agreement, Mr. Rodriguez's annual base salary is $260,000, subject
to annual review, and he is entitled to receive a performance bonus in an
amount not less than 20% of his base salary if the Company achieves net
earnings goals to be mutually determined by the Board of Directors and Mr.
Rodriguez. Pursuant to the employment agreement, Mr. Rodriguez was granted an
option to purchase 126,000 shares of Common Stock exercisable at a price of
$2.75 per share (the closing price for the Common Stock on the date of grant),
vesting at the rate of one-fourth of the number of shares of Common Stock
subject to the option on each of the first four anniversary dates of the date
of grant of the option.
In the event that the Company terminates the employment agreement other
than as a result of Mr. Rodriguez's disability or for Cause (as defined in the
employment agreement), Mr. Rodriguez will be entitled to receive severance pay
(i) if such termination occurs during the initial term of the employment
agreement, in twelve monthly installments, in an aggregate amount equal to his
annual base salary in effect at the time of termination or (ii) if such
termination occurs during any successive term of the employment agreement, in
six monthly installments, in an aggregate amount equal to one-half of his
annual base salary in effect at the
6
<PAGE> 7
time of termination. If such termination occurs within one year after a Change
in Control (as defined in the employment agreement), Mr. Rodriguez shall
be entitled to receive severance pay, in a single lump sum, in an amount equal
to his annual base salary in effect at the time of termination. Additionally,
upon a Change in Control, the option granted to Mr. Rodriguez pursuant to the
employment agreement shall become immediately exercisable.
Each executive officer of the Company has recently executed a severance
compensation agreement ("Severance Agreement") which grants such officer the
severance rights described below if (i) during the twelve month period
following the first Change in Control (as defined in the Severance Agreement),
the Company terminates the executive's employment other than for Cause,
Disability, Retirement or on account of the executive's death; (ii) during the
six month period following the Change in Control, the executive terminates
employment for Good Reason; or (iii) during the second six month period
following the Change in Control, the executive terminates employment for any
reason. Upon the occurrence of any event listed immediately above, (i) the
Company shall pay to the executive severance compensation equal to the
executive's annual base salary in effect immediately prior to the Change in
Control, which compensation shall be payable in one lump-sum amount on or
before the fifteenth day following the Date of Termination; provided, however,
that the executive must sign a full and complete release of the Company from
any and all liabilities, except for those provided under the Severance
Agreement, in a form acceptable to the Company, and (ii) all stock options held
by the executive, without any further action, shall be automatically
exercisable in full. Additionally, if the executive's employment is terminated
prior to a Change in Control and the executive reasonably demonstrates that
such termination (i) was at the request of a third party who had indicated an
intention or taken steps reasonably calculated to effect a Change in Control
and who effectuates a Change in Control, or (ii) otherwise occurred in
connection with, or in anticipation of, a Change in Control which actually
occurs, then for purposes of the Severance Agreement the date of a Change in
Control with respect to the executive will mean the date immediately prior to
the date of such termination of the executive's employment. The Severance
Agreement allows the Company to terminate the executive for Cause without
triggering the severance provisions of the Severance Agreement.
In connection with the resignation of Cameron B. Estes as Chairman of the
Board, Chief Executive Officer and a director of the Company on April 19, 1996,
the Company agreed to retain Mr. Estes as a consultant from May 1, 1996 to
April 30, 1998, during which time Mr. Estes will receive compensation at the
annual rate of $200,000.
DIRECTOR COMPENSATION
Directors who are employees of the Company receive no compensation for
serving on the Company's Board. Directors who are not employees of the Company
receive a fee at an annual rate of $10,000 for services rendered as a director,
plus $1,000 per meeting attended in
7
<PAGE> 8
person and $500 per meeting in which they participate by telephone. Beginning
in October 1996, the Chairman of the Board is paid an additional fee at an
annual rate of $40,000, payable in monthly installments, and beginning January
1, 1997, the Chairpersons of the Audit and Compensation Committees each receives
an additional fee at an annual rate of $5,000, payable in quarterly
installments. On January 2, 1997, the Company issued 2,500 shares of Common
Stock to each director, other than Mr. Rodriguez, in consideration for past
services. If the proposed Elek-Tek, Inc. Outside Director Stock Option Plan is
adopted by the stockholders, the following options shall be deemed granted as of
December 13, 1996 at a price of $4.375: (i) each outside director serving as
such as of December 13, 1996 will be granted an option to purchase 15,000 shares
of the Company's Common Stock, (ii) Mr. Kinzelberg and Ms. Kaiser, as
Chairpersons of the Compensation and Audit Committees, respectively, will each
be granted an additional option to purchase 7,500 shares of the Company's Common
Stock, and (iii) Mr. Lipsig, as Chairman of the Board, will be granted an option
to purchase 22,500 shares of the Company's Common Stock. All directors are also
reimbursed for expenses incurred in connection with attendance at meetings.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee is presently composed of Messrs. Kinzelberg and
Lipsig and Ms. Kaiser. Mr. Richer also served as a member of the Compensation
Committee during 1996. None of the members of the Compensation Committee is or
was formerly an officer or employee of the Company.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tabulation shows, as of April 1, 1997, (a) the name, address
and Common Stock ownership for each person known by the Company to be the
beneficial owner of more than five percent of the Company's outstanding Common
Stock (the only class of voting securities outstanding), (b) the Common Stock
ownership of each current director, (c) the Common Stock ownership of each of
the executive officers of the Company named in the Summary Compensation Table,
and (d) the Common Stock ownership of all directors and executive officers as a
group:
<TABLE>
<CAPTION>
Amount and Nature
of Percent of
Name of Beneficial Owner Beneficial Ownership(1) Common Stock
- ------------------------ ----------------------- ------------
<S> <C> <C>
Cameron B. Estes, Jr.(2) 2,443,112 38.8%
Morton Goldman(3) 1,926,236 30.6
</TABLE>
8
<PAGE> 9
<TABLE>
<CAPTION>
Amount and Nature
of Percent of
Name of Beneficial Owner Beneficial Ownership(1) Common Stock
- ------------------------ ----------------------- ------------
<S> <C> <C>
Richard L. Rodriguez(4) 44,400 *
Harvey Kinzelberg(4) 14,500 *
Robert J. Lipsig(4) 17,000 *
Alvin Richer(4) 11,500 *
Dennis G. Flanagan(4) 16,500 *
Susan J. Kaiser(4) 46,500 *
Scott Koerner(4) 7,600 *
Karim Hadchiti(4) 18,400 *
All directors and executive officers as
a group (11 persons) (4) 210,800 3.3%
</TABLE>
- --------------
* Less than one percent.
(1) Calculated pursuant to Rule 13d-3(d) of the Securities Exchange Act of
1934. Unless otherwise stated below, each such person has sole voting and
investment power with respect to all such shares. Under Rule 13d-3(d),
shares not outstanding which are subject to options, warrants,
rights or conversion privileges exercisable within 60 days are deemed
outstanding for the purpose of calculating the number and percentage
owned by such person, but are not deemed outstanding for the purpose of
calculating the percentage owned by each other person listed.
(2) Includes 2,408,112 shares of Common Stock held by Mr. Estes as the
Executor of the Estate of Hal Goldman. The address for Mr. Estes is 12
Bridlewood Road, Northbrook, Illinois 60062.
(3) The address for Mr. Goldman is 170 Yerington Circle, Glenbrook, Nevada
89413.
(4) Includes shares of Common Stock which may be acquired through the
exercise of stock options as follows: Mr. Kinzelberg, 2,000 shares; Mr.
Lipsig, 2,000 shares; Mr. Richer, 4,000 shares; Mr. Flanagan, 4,000
shares; Ms. Kaiser, 4,000 shares; Mr. Rodriguez, 31,500 shares; Mr.
Koerner, 5,000 shares; Mr. Hadchiti, 5,000 shares; all directors and
executive officers as a group, 72,500 shares.
9
<PAGE> 10
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company leases its Indianapolis store from Mr. Estes, as the
Executor of the Estate of Hal Goldman, who died in July 1994. Under the
terms of the lease, which expires October 31, 2008, the Company paid rent of
$362,301 during 1996 and will pay rent at an annual rate of $362,825 during
1997.
The Company leases its Lincolnwood store from Morton Goldman and Mr.
Estes, as the Executor of the Estate of Hal Goldman. Under the terms of the
lease, which expires October 31, 1998, the Company pays rent at an annual rate
of $155,250 subject to increases in the Consumer Price Index.
In December 1992, the Company, while an S Corporation under the Internal
Revenue Code, distributed subordinated notes in the aggregate principal amount
of $8 million to its stockholders, Morton Goldman and Hal Goldman. As of
December 31, 1996, the aggregate principal amount outstanding under the
subordinated notes was $4,286,000. The subordinated notes bear interest at an
annual rate of prime plus 1/2%, but not less than 6% nor more than 10%.
The Company entered into tax indemnification agreements with Morton
Goldman and Hal Goldman in 1993 that, among other things, indemnify each for
additional tax liability (including penalties, interest and legal fees), in
excess of $100,000 with respect to each of them, resulting from the Company's
operations during any taxable period for which the Company was an S
Corporation. The Company does not at present expect that any payments will be
made by the Company, nor have any payments been made, pursuant to the tax
indemnification agreements.
10
<PAGE> 11
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to
the report to be signed on its behalf by the undersigned, thereunto duly
authorized on the 30th day of April, 1997.
ELEK-TEK, INC.
By /s/ Miguel A. Martinez, Jr.
-----------------------------
Miguel A. Martinez, Jr.
Vice President and Chief Financial Officer
