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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the Year ended December 31, 1999
Commission File Number: 0-27968
METEOR INDUSTRIES, INC.
--------------------------------------------------
(Exact Name of Issuer as Specified in its Charter)
COLORADO 84-1236619
- ------------------------------- ---------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
1401 BLAKE STREET, SUITE 200, DENVER, COLORADO 80202
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(Address of Principal Executive Offices)
Issuer's telephone number including area code: (303)572-1135
Securities registered under to Section 12(b) of the Exchange Act: None.
Securities registered under to Section 12(g) of the Exchange Act:
COMMON STOCK, $.001 PAR VALUE
Title of Class
Check whether the issuer (1) has 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 [ ]
Indicate by checkmark 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 [ X ]
At April 13, 2000, 3,656,567 shares of Common Stock (the Registrant's only
class of voting stock) were outstanding. The aggregate market value of the
Common Stock on that date held by non-affiliates was approximately $5,262,324.
DOCUMENTS INCORPORATED BY REFERENCE: None.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Directors and Executive Officers of the Company are as follows:
Name Age Positions and Offices Held
--------------- --- -------------------------------------------
Edward J. Names 48 President, Chief Executive Officer and
Director
Richard E. Kisser 45 Chief Financial Officer and Secretary/
Treasurer
Dennis R. Staal 51 Director
Ilyas Chaudhary 52 Director
Irwin Kaufman 63 Director
Richard E. Dana 56 Director
Paul W. Greaves 47 Chief Exeuctive Officer of Subsidiaries
There is no family relationship between any Director or Executive Officer of
the Company.
Capco Acquisub, Inc. has the right to appoint two Directors, however only one,
Ilyas Chaudhary, is currently representing Capco Acquisub, Inc.
On November 10, 1998 an Annual Meeting of the Board of Directors was held. A
compensation committee was established and Irwin Kaufman, Richard Dana and
Dennis Staal were appointed to the committee. Also established was an Audit
Committee. Irwin Kaufman, Richard Dana and Edward Names were appointed to the
audit committee. Since November 10, 1998, the Compensation Committee has met
two times and the audit committee has met once as of the date of this filing.
Set forth below are the names of all Directors and Executive Officers of the
Company and its major subsidiaries, all positions and offices with the Company
held by each such person, the period during which he has served as such, and
the principal occupations and employment of such persons during at least the
last five years:
EDWARD J. NAMES - President, Chief Executive Officer and Director. Mr. Names
has been President and a Director of Meteor since it was incorporated in 1993.
Mr. Names has extensive experience in mergers and asset acquisitions as well
as small business matters such as business planning, financing, management and
contract negotiation. Mr. Names was President of Alfa Resources, Inc. and its
subsidiaries from 1983 to 1995 and resigned as a director in 1997. In 1987,
Mr. Names became Special Counsel to the law firm of Wills and Sawyer, P.C.,
Denver, Colorado, and maintained that relationship until December 1992. Mr.
Names was associated with the firm of Nelson & Harding, Denver, Colorado, from
1980 to 1981, and the law firm of Schmidt, Elrod & Wills, Denver, Colorado,
where he practiced corporate and securities law and became a Partner in
October 1982. Mr. Names received a Bachelor of Arts Degree in Economics from
the University of Colorado in 1973, and a Juris Doctorate from the University
of Denver College of Law in 1980. He devotes his full time to the business of
the Company and its subsidiaries.
2
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RICHARD E. KISSER, Chief Financial Officer, Secretary/Treasurer and Vice
President, Accounting and Finance. Mr. Kisser was hired in June 1998 and was
appointed by the Board of Directors as the Vice President, Accounting and
Finance in August 1998. On March 1, 1999 Mr. Kisser was appointed as
Secretary/Treasurer for the Company by the Board of Directors and became the
Company's Chief Financial Officer on June 16, 1999. Mr. Kisser graduated from
Central Michigan University, where he received a Bachelor of Science degree in
Accounting and Business Management in 1978. From 1978 through 1981, he was an
In-Charge Staff Accountant with Pricewaterhouse LLP. (now Pricewater-
houseCoopers LLP). From 1981 through 1997, Mr. Kisser was employed by Total
Petroleum, Inc. He started as Assistant Manager of Corporate Accounting in
1981. In 1983 he was appointed Manager of Crude Oil of Accounting and held
that position until 1988. In 1988 he was promoted to Manager of Financial
Services and held that position until 1989 when he became Manager of Crude Oil
and Products Accounting. He held that position until 1990 when he was
promoted to Director of Internal Audit.
DENNIS R. STAAL - Director and Chief Financial Officer. Mr. Staal was a
Director of the Company since July 1993 and was Secretary/Treasurer from
July, 1993 to March 1999. Mr. Staal was Chief Financial Officer from July 1993
until April 1, 1999. He also serves as a director of some of the Company's
subsidiaries. Mr. Staal is a graduate of the University of Nebraska, where he
received a Bachelor of Science degree in Business Administration in 1970.
From 1970 through 1973, he was a CPA with Arthur Andersen & Co. From 1973
through 1976, he was Controller for the Health Planning Council of Omaha.
From 1977 through 1981, he served as a Director of Wulf Oil Corporation and as
President of such company from 1979 to 1981. From 1979 through 1982, he
served as a Director of Chadron Energy Corporation, and as Director of the
First National Bank of Chadron. From 1982 through 1984, he was Chief
Financial Officer of High Plains Genetics, Inc. From 1986 to 1991, Mr. Staal
was Director and President of Saba Petroleum Company. Mr. Staal is currently
a director and Chief Financial Officer of Capco Energy, Inc. and a director
and Chief Financial Officer of Stansbury Holdings Corporation. As of April 1,
1999, Mr. Staal devotes approximately 50% of his time to the business of the
Company as a consultant.
ILYAS CHAUDHARY - Director. Mr. Chaudhary has been a Director of the Company
since November 1995. He has also been an officer and director of Capco
Resources, Inc. ("CRI"), which became been a wholly-owned subsidiary of the
Company, in October 1993. He was an officer and a director of Saba Petroleum
Company, (now Greka Energy Corporation) a publicly held oil and gas company
from 1985 until 1998. Mr. Chaudhary is a director and controlling
shareholder of Capco Energy, Inc. and Capco Resources Ltd.,an Alberta Stock
Exchange listed company and also Meteor's largest shareholder. Mr. Chaudhary
has 25 years of experience in various capacities in the oil and gas industry,
including eight years of employment with Schlumberger Well Services from 1972
to 1979. Mr. Chaudhary received a Bachelor of Science degree in Electrical
Engineering from the University of Alberta, Canada.
IRWIN KAUFMAN - Mr. Kaufman has been a director of the Company since August
1997. Mr. Kaufman is a financial consultant facilitating contacts with the
investment community. Mr. Kaufman helps arrange financing for small and mid-
sized companies and consults with management to enhance shareholder value. He
has worked as a financial consultant for the last several years. Mr. Kaufman
has also been a principal consultant for Computer and Mathematics Education
for the Sherman Fairchild Foundation. Mr. Kaufman provides consulting services
to the Company on an as needed basis. Mr. Kaufman also serves as a director
on the board of directors for Capco Energy, Inc.
3
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RICHARD E. DANA - Mr. Dana has been a director of the Company since September
1998. Mr. Dana is a business manager with experience covering thirty years,
the last 26 years of which were in the petroleum industry in both the upstream
(oil and gas exploration and production)and the downstream (refining and
marketing) sectors. From 1971 until 1998 Mr. Dana was employed by Total
Petroleum Ltd starting as a Controller in 1971, then as Treasurer in 1980 and
became a Senior Vice President and Chief Financial Officer in 1989. Mr. Dana
provides consulting services and temporary management services to varied
enterprises, including the Company on an as needed basis.
PAUL W. GREAVES - Chief Executive Officer of the Company's subsidiaries and
General Manager of Operations for the Company since April 1996. Mr. Greaves
is Chief Executive Officer of the following subsidiaries: Meteor Marketing,
Inc. (formerly Pyramid Stores, Inc. and Fleischli Oil Company, Inc.) and its
subsidiaries, Graves Oil & Butane Co., Inc. and Meteor Stores, Inc. (formerly
Hillger Oil Company). Prior to working for the Company, Mr. Greaves held the
position of Regional Manager, Rocky Mountain Region, for Propane Continental
of Overland Park, Kansas, from April 1994 to April 1996. From 1989 until
1994, Mr. Greaves was Director of Business Development for the Wescourt Group
of Denver, Colorado, a petroleum marketing and distribution holding company.
Mr. Greaves devotes his full time to the business of the Company and its
subsidiaries described above.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on a review of Forms 3 and 4 and amendments thereto furnished to
the Company during its most recent fiscal year, and Forms 5 and amendments
thereto furnished to the Company with respect to its most recent fiscal year
and certain representations, no persons who were either a director, officer,
or beneficial owner of more than 10% of the Company's common stock, failed to
file on a timely basis reports required by section 16(a) of the Exchange Act
during the most recent fiscal year.
ITEM 11. EXECUTIVE COMPENSATION
The following information regarding the executive compensation for the
Company's Chief Executive Officer and President for the fiscal years ended
December 31, 1999, 1998, and 1997. No other Executive Officer received salary
and bonus in excess of $100,000 during such periods.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
----------------------------
Annual Compensation Awards Payouts
------------------------- ----------------- ----------
Securi-
ties
Under-
Other Re- lying All
Annual stricted Options/ Other
Name and Principal Compen- Stock SARs LTIP Compen-
Position Year Salary Bonus sation Award(s) (Number) Payouts sation
- ----------------- ---- -------- ----- ------ --------- ------- --------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Edward J. Names 1999 $125,000 -- $ 9,015* -- 77,069 -- --
President and 1998 $105,000 - $ 8,078* -- 36,910 -- --
Chief Executive 1997 $105,000 -- $ 5,500* -- -- -- --
Officer
</TABLE>
___________________
4
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* Represents premiums paid on health insurance policies and the use of a
Company vehicle.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
Potential
Realizable
Percent Value at Assumed
Number of Of Total Annual Rates
Securities Options/SARs Exercise Of Stock Price
Underlying Granted To Or Base Appreciation
Options/SARs Employees In Price Expiration For Option Term
Name Granted (#) Fiscal Year ($/Sh) Date 5%($) 10%($)
- --------------- ------------ ------------ -------- ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Edward J. Names 50,000 11.4% $3.75 1/10/04 $ 3,942 $54,077
19,984 4.5% $3.17 4/13/04 $13,166 $33,204
7,085 1.6% $3.30 8/31/04 $ 3,747 $10,851
</TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
Securities
Underlying Value of Unexer-
Shares Unexercised cised in-the
Acquired Options SARs Money Options/
On At FY-end SARs AT FY-end
Exercise Value Exercisable/ Exercisable/
Name (Number) Realized Unexercisable Unexercisable
- ---------------- --------- -------- ------------- ----------------
Edward J. Names -0- -0- 213,979/37,085 $-0-/$-0-
EMPLOYMENT ARRANGEMENTS
EDWARD J. NAMES, President of the Company, entered into a five-year employment
agreement with the Company which became effective in January 1994, which
provides that Mr. Names is required to devote substantially full time to the
business of the Company. The agreement was amended in January 1999 to provide
for an annual salary of $125,000 plus an annual bonus based upon the financial
performance of the Company. Pursuant to his employment agreement, Mr. Names
is allowed to devote up to 10 hours per month to other business operations
including his duties as a director or officer in other companies. Absent
notice to the contrary from the Company or Mr. Names, the five-year term of
the employment agreement renews automatically each year and such agreement has
been renewed each year. The Company can terminate his employment, however, at
any time without cause and be obligated only for two years salary. The
employment agreement includes a covenant not to compete which is effective for
one year after termination of employment.
5
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DENNIS R. STAAL, Director of the Company has a three year consulting agreement
which provides for a fee of $430.00 per day for services as well as restricted
stock bonuses as approved by the Company's compensation committee. He devotes
approximately 50% of his time to the business of the Company and its
subsidiaries. The Company may terminate Mr. Staal's consulting agreement at
any time and be obligated for a maximum payment of approximately $50,000. The
agreement includes a covenant not to compete for nine months after termination
if Mr. Staal terminates the contract.
PAUL W. GREAVES entered into a three year employment agreement with the
Company's subsidiary, Meteor Marketing, Inc. which became effective in January
of 1999. Mr. Greaves is required to devote full time to the business of the
Company. The agreement calls for a base salary of $90,000 per year plus an
annual bonus based upon improved financial performance of Meteor and its
subsidiaries. The Company may terminate Mr. Greaves's employment at any time,
without cause and be obligated for twelve months base salary and accrued but
unpaid bonuses. The employment agreement includes a covenant not to compete
which is effective for six months after termination of employment.
STOCK OPTION PLAN
A stock option plan providing for the issuance of incentive stock options and
non-qualified stock options to Meteor's employees was approved by Meteor's
shareholders on April 15, 1993. Pursuant to the Plan, 500,000 shares of
Meteor's $.001 par value Common Stock have been reserved for issuance. As of
April 29, 2000, and after reducing the number of expired options, 500,000
options were issued and outstanding under the Plan.
INCENTIVE EQUITY PLAN
The Board of Directors adopted the 1998 Incentive Equity Plan of the Company
(the "Incentive Plan") on November 10, 1998, which was approved by the
Stockholders at the Special Meeting of Shareholders held on the same day. On
April 11, 2000, the Board of Directors amended the Incentive Plan to increase
the number of options that can be awarded from 750,000 shares to 2,000,000
shares. Such amendment shall be presented to the shareholders of the Company
for their approval at the next annual meeting.
The purpose of the Incentive Plan is to enable the Company to attract officers
and other key employees and consultants and to provide them with appropriate
incentives and rewards for superior performance. The Incentive Plan affords
the Company the ability to respond to changes in the competitive and legal
environments by providing the Company with greater flexibility in key employee
and executive compensation than was available through the previously approved
plan or individual stock option agreements. This plan is designed to be an
omnibus plan allowing the Company to grant a wide range of compensatory awards
including stock options, stock appreciation rights, restricted stock, deferred
stock and performance shares or units. The Incentive Plan is intended to
encourage stock ownership by recipients by providing for or increasing their
proprietary interests in the Company, thereby encouraging them to remain in
the Company's employment. The Incentive Plan has been prepared to comply with
all applicable tax and securities laws, including Section 16(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and state and
federal tax laws.
6
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Subject to adjustment as provided in the Incentive Plan, the number of shares
of Common Stock that may be issued or transferred, plus the amount of shares
of common Stock covered by outstanding awards granted under the Incentive
Plan, shall not in the aggregate exceed 750,000. The number of Performance
Units granted under the Incentive Plan shall not in the aggregate exceed
200,000. The number of shares of Common Stock granted under the Incentive
Plan to any individual in any calendar year shall not in the aggregate exceed
100,000.
In January of 1999, an officer was granted incentive stock option to purchase
10,000 shares at the exercise price of $3.00 per share. These options vest
over a three period.
In January 1999, the five members of the Board of Directors of the Company
were issued 250,000 options for services as Directors of the Company. Such
options are more fully described below under Director's Compensation.
In April 1999, 78,987 options were issued to officers and employees of the
Company. 59,003 of such options vested in April 2000 and are exercisable for
five years with an exercise price of $2.87. 19,984 of such options were
granted to Edward Names, Director, President and Chief Executive Officer.
Such options vested in April 2000 and are exercisable for five years with an
exercise price of $3.17.
In August of 1999, Meteor issued a total of 51,469 options to certain
employees of the Company as part of the Company 1998 bonus plan. 44,384 of
such options will vest on August 31, 2000 with an exercise price of $3.00.
These options expire on August 31, 2004. Meteor issued a total of 7,085 to
Edward Names as part of the Company's incentive equity plan. The exercise
price is $3.30 and will vest on August 31, 2000. These options expire on
August 31, 2004.
In April 2000, a total of 250,000 options and 375,000 "contingent options"
were issued to the five board members of the Company. The options are more
fully described below under Director Compensation.
In April 2000, 155,000 options were issued to certain key employees of the
Company pursuant to the bonus policies of the Company. 100,000 of such options
shall vest in one year and are exercisable for five years. The exercise price
of these options are $2.50. 55,000 options were granted to Edward Names,
Director, President and Chief Executive Officer at an exercise price of $2.75.
These options shall vest in one year and are exercisable for five years.
In April 2000, the Board of Directors issued 115,000 options to Irwin Kaufman,
115,000 options to Richard Dana and 55,000 options to Dennis Staal for
services rendered to the Company over and above those required as directors.
Such options vest immediately and are exercisable for five years. The
exercise price of all such options are at $2.75.
In April 2000, the Board of Directors amended all outstanding employee and
director options to vest immediately upon any change of control of the
Company. For the purposes of this amendment change of control is defined as a
change of 35% or more of the shareholdings of the Company.
As of April 29, 2000, 1,551,006 options were issued and outstanding under the
Incentive Plan.
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DIRECTOR COMPENSATION
Outside Directors of the Company received, in prior years, fees of $250 per
meeting for telephone meeting and $750 per meeting for attendance at a meeting
in person. This has been discontinued as directors are now only being
compensated by options. Each Director is reimbursed for all reasonable and
necessary costs and expenses incurred as a result of being a Director of the
Company. In addition, the Company issues options to its Directors as
determined by the Board. In January of 1999 Meteor issued to all five
directors 50,000 options each at the exercise price of $3.75. These options
are non-qualified options granted pursuant to the Company's Incentive Equity
Plan and vested immediately but become exercisable ratably over four years.
In April 2000 the Company issued an additional 50,000 five year options each
at an exercise price of $2.75 per share vesting immediately, but becoming
exercisable over four years. Also, 375,000 five year options exercisable at
$2.75 were issued to the directors. Such options may be deemed to be
contingent options and only vest upon a change of control.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 29, 2000, the stock ownership of
each person known by the Company to be the beneficial owner of five percent or
more of the Company's Common Stock, all Directors individually and all
Directors and Officers of the Company as a group. Except as noted, each
person has sole voting and investment power with respect to the shares shown.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT OF BENEFICIAL PERCENTAGE
OF BENEFICIAL OWNER OWNERSHIP OF CLASS
<S> <C> <C>
Capco Resources Ltd. 1,216,000 27.3%
#950, 444 - 5th Avenue, S.W.
Calgary, Alberta
Canada TOP 2T8
Edward J. Names 549,534<FN1> 12.3%
1401 Blake Street, Suite 200
Denver, CO 80202
Ilyas Chaudhary 1,346,000<FN2> 30.2%
#950, 444 - 5th Avenue, SW
Calgary, Alberta
Canada TOP 2T8
Dennis R. Staal 242,460<FN3> 5.4%
1401 Blake Street, Suite 200
Denver, CO 80202
Irwin Kaufman 191,100<FN4> 4.3%
8224 Paseo Vista Drive
Las Vegas, NV 89128
Richard Dana 155,000<FN5> 3.5%
128 Ash Street
Denver, CO 80220
The Estate of Theron J. Graves 980,091<FN6> 22.0%
761 South Miller
Farmington, NM 87499
8
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All Executive Officers and 2,562,646<FN7><FN8> 57.5%
Directors as a Group
(7 Persons)
__________________
<FN>
<FN1>
Represents 40,240 shares held directly by Mr. Names, 265,000 shares held by
NFF, Ltd., a limited partnership of which he served as general partner; 2,400
shares held by his wife of which he disclaims beneficial ownership, and
241,894 shares underlying stock options exercisable within 60 days by Mr.
Names. Of the shares held by NFF, Ltd.
<FN2>
Includes 1,216,000 shares of the Company held by Capco Resources Ltd. of which
Mr. Chaudhary is Chairman of the Board, Chief Executive Officer and
beneficially owns over 50% of its outstanding stock and 130,000 shares
underlying stock options exercisable within 60 days by Mr. Chaudhary.
<FN3>
Includes 5,400 shares held by Mr. Staal; 71,500 shares held by PAMDEN, Ltd., a
limited partnership of which Mr. Staal is general partner; 8,432 shares held
by Mystique Resources Company which is wholly owned by PAMDEN, Ltd.; 600
shares held by an IRA and 156,528 shares underlying stock options exercisable
within 60 days by Mr. Staal.
<FN4>
Consists of 177,500 shares underlying stock options and warrants exercisable
within 60 days by Mr. Kaufman and 13,600 shares owned by Mr. Kaufman directly.
<FN5>
Consists of 155,000 shares underlying stock options exercisable within 60 days
by Mr. Dana.
<FN6>
Represents shares of the Company's Common Stock which the estate of Mr. Graves
presently has the right to acquire upon the exchange of shares of Graves
Preferred Stock. The percentage calculation is based on actual shares
outstanding at April 27, 2000.
<FN7>
Includes 8,985 shares held directly and 59,567 shares underlying stock options
exercisable within 60 days held by Paul W. Greaves, who is President and Chief
Executive Officer of certain of the Company's subsidiaries.
<FN8>
Includes 10,000 shares underlying stock options exercisable within 60 days
held by Richard Kisser, the Company's Chief Financial Officer.
</FN>
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS INVOLVING THE COMPANY'S OFFICERS AND DIRECTORS
Effective December 31, 1999, the Company completed the sale of its sub-
sidiary, MSI, to Capco Energy, Inc. ("Capco"), an affiliate of the Company.
MSI leases and operates twenty convenience stores (three of which are third
party leases which expire at the end of February 2000) in Colorado and New
Mexico. The sale of this operating subsidiary was made to allow the Company
to focus on its core business of commercial, wholesale and cardlock petroleum
distribution. The Company, through a five year supply contract with Capco,
will continue to be the supplier of refined petroleum products to these
stores.
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The total sale price for the sale of MSI is approximately $1,500,000.
$250,000 was paid in cash at closing and the Company received a promissory
note for $1,250,000 payable in monthly installments of interest only during
calendar year 2000 and the balance amortized over a 10 year period with a
balloon payment of the remaining principal balance on December 31, 2001.
Payments may be made either in cash or shares of the Company's Common stock at
a value of $3.00 per share. The promissory note bears interest at 9.25% per
annum and is secured by all of the outstanding shares of MSI and by 210,000
shares of the Company's shares held by the purchaser of MSI. No gain or loss
was recognized on the sale.
Capco, through a majority-owned subsidiary, currently owns approximately 34%
of the Company's Common Stock. Ilyas Chaudhary, a Director of the Company, is
an officer, director and a principal shareholder of Capco, Dennis Staal, a
Director of the Company, is also an officer of Capco and beneficially owns
35,000 common shares of Capco and 2,286 shares of Series A Preferred shares.
Irwin Kaufman, a Director of the Company, is also a director of Capco and owns
20,000 common shares of Capco. Edward Names, President and CEO of the Company
personally and through immediate family members may be deemed to beneficially
own 64,580 common shares of Capco and 2,286 shares of Series A Preferred
shares of Capco.
In September 1999, the Company sold 150,000 shares of a Canadian corporation
previously held in escrow to Capco Acquisub, Inc. a subsidiary of Capco for a
$300,000 promissory note payable over eighteen months at 8% interest payable
in cash or shares of the Company's stock at the discretion of Capco Acquisub,
Inc.
On September 30, 1999, the Company acquired a 49.5% interest in Meteor Office
LLC ("Meteor Office") in exchange for 64,000 shares of Meteor Industries, Inc.
common shares. Certain officers and employees of the Company have an equity
interest in Meteor Office. Meteor Office is a 50% partner in a joint venture
that purchased and operates an office/residential building in Denver,
Colorado. The Company's corporate offices are located in the office/
residential building and are leased from the joint venture at terms that the
Company believes are consistent with the market price for such facilities.
The Company leases certain real estate from the preferred stockholder of a
subsidiary. The leases were part of the negotiation for the purchase of the
subsidiary in September 1993. For the years ended December 31, 1999, 1998 and
1997, rents paid were $61,000, $60,000 and $55,000, respectively.
The Company in 1997, sold its products, at prices consistent with pricing to
other customers, to other entities controlled by the preferred stockholder of
a subsidiary. Similar sales in 1999 and 1998 were negligible.
The Company leases a commercial office building and warehouse from a
corporation controlled by a director of one of the Company's subsidiaries.
During the years ended December 31, 1999, 1998 and 1997, lease payments
amounted to $50,400, $50,400 and $21,000, respectively.
The Company leases rolling stock from various related parties under capital
lease agreements. The total obligation paid under these agreements for the
years ended December 31, 1999, 1998 and 1997 was $62,000, $69,000 and $58,000,
respectively.
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The Company sells products to and purchases products from entities controlled
by a director of one of the Company's subsidiaries. During the years ended
December 31, 1999, 1998 and 1997, revenues reported amounted to $4,000,
$66,000 and $227,000, respectively. During the years ended December 31, 1999,
1998 and 1997, purchases amounted to $7,000, $21,000 and $23,000,
respectively.
The Company has a consulting agreement with a director of one of the Company's
subsidiaries. During the years ended December 31, 1999, 1998 and 1997, total
fees paid were $3,500, $12,000 and $6,500, respectively.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following statements have previously been filed as part of this
Report:
Page(s)
Report of Independent Accountants ................................ F-1
Consolidated Balance Sheets - December 31, 1999 and 1998 ......... F-2
Consolidated Statements of Operations - years ended December 31,
1999, 1998 and 1997.......................................... F-4
Consolidated Statement of Shareholders' Equity - years ended
December 31, 1999, 1998 and 1997............................. F-5
Consolidated Statements of Cash Flows - years ended December 31,
1999, 1998 and 1997.......................................... F-6
Notes to Consolidated Financial Statements ....................... F-9
Financial Statement Schedule
Report of Independent Accountants................................. S-1
Schedule 2 - Valuation and Qualifying Accounts.................... S-2
(b)
Exhibit
Number Description Location
- ------- -------------------------- ------------------------------------
3.1 Articles of Incorporation, Incorporated by reference to Exhibit
as amended 2.1 to Registrant's Form 1-A Offering
Statement (SEC File No. 24D-3802 SML)
3.2 Bylaws Incorporated by reference to Exhibit
2.2 to Registrant's Form 1-A Offering
Statement (SEC File No. 24D-3802 SML)
10.1 Stock Option Plan Incorporated by reference to Exhibit
6.1 to Registrant's Form 1-A Offering
Statement (SEC File No. 24D-3802 SML)
10.2 Stock Purchase Agreement Incorporated by reference to Exhibit
among Registrant, Graves 6.2 to Registrant's Form 1-A Offer-
Oil & Butane Co., Inc. and ing Statement (SEC File No. 24D-3802
Theron J. Graves dated June SML)
23,1993, Amendment dated
August 23, 1993 and Closing
Memorandum dated September
28, 1993
11
<PAGE>
10.3 $2,350,000 Promissory Note Incorporated by reference to Exhibit
payable to Theron J. Graves 6.3 to Registrant's Form 1-A Offering
and Security Agreement Statement (SEC File No. 24D-3802 SML)
10.4 Notes Receivable ($550,000 Incorporated by reference to Exhibit
and $100,000) from Theron 6.4 to Registrant's Form 1-A Offer-
J. Graves ing Statement (SEC File No. 24D-3802
SML)
10.5 Registration Agreement Incorporated by reference to Exhibit
regarding Subsidiary's 6.5 to Registrant's Form 1-A Offering
Preferred Stock Statement (SEC File No. 24D-3802 SML)
10.6 Security Agreement regard- Incorporated by reference to Exhibit
ing Subsidiary's Preferred 6.6 to Registrant's Form 1-A Offering
Stock Statement (SEC File No. 24D-3802 SML)
10.7 Consulting Agreement with Incorporated by reference to Exhibit
Theron J. Graves 6.7 to Registrant's Form 1-A Offering
Statement (SEC File No. 24D-3802 SML)
10.8 Lease regarding corporate Incorporated by reference to Exhibit
offices and storage yard 6.11 to Registrant's Form 1-A Offer-
ing Statement (SEC File No. 24D-3802
SML)
10.9 Lease regarding Albuquerque Incorporated by reference to Exhibit
warehouse 6.12 to Registrant's Form 1-A Offer-
ing Statement (SEC File No. 24D-3802
SML)
10.10 Lease regarding East Main Incorporated by reference to Exhibit
Properties 6.13 to Registrant's Form 1-A Offer-
ing Statement (SEC File No. 24D-3802
SML)
10.11 Norwest Credit and Security Incorporated by reference to Exhibit
Agreement 6.14 to Registrant's Form 1-A Offer-
ing Statement (SEC File No. 24D-3802
SML)
10.12 $4,000,000 Note Payable to Incorporated by reference to Exhibit
Norwest (partially drawn 6.15 to Registrant's Form 1-A Offer-
upon) ing Statement (SEC File No. 24D-3802
SML)
10.13 Meteor Corporate Guarantee Incorporated by reference to Exhibit
as regarding Norwest 6.16 to Registrant's Form 1-A Offer-
ing Statement (SEC File No. 24D-3802
SML)
10.14 Employment Agreement with Incorporated by reference to Exhibit
Edward J. Names 6.17 to Registrant's Form 1-A Offer-
ing Statement (SEC File No. 24D-3802
SML)
10.15 Leases regarding Cortez Incorporated by reference to Exhibit
truck stop 6.18 to Registrant's Form 1-A Offer-
ing Statement (SEC File No. 24D-3802
SML)
12
<PAGE>
10.16 Agreement between the Incorporated by reference to Exhibit
Registrant and Hillger Oil 10.16 to Company's Registration
Statement on form 10 (SEC File No.
0-27986)
10.17 Lease Agreement between Incorporated by reference to Exhibit
Hillger Oil Co., Inc. and 10.17 to Company's Registration
Hillco, Inc. Statement on Form 10 (SEC File No.
0-27968)
10.18 Credit and Security Agree- Incorporated by reference to Exhibit
ment between Hillger Oil 10.18 to Company's Registration
Co., Inc. and Norwest Statement on Form 10 (SEC File No.
Business Credit, Inc. 0-27968)
10.19 Project Development and Incorporated by reference to Exhibit
Shareholders' Agreement 10.19 to Company's Registration
for Pakistan Power Project Statement on Form 10 (SEC File No.
0-27968)
10.20 Amended and Restated Share Incorporated by reference to Exhibit
Exchange and Reorganization 10.20 to Company's Registration
Agreement Statement on Form 10 (SEC File No.
0-27968)
10.21 Amendment to Employment Incorporated by reference to Exhibit
Agreement with Edward J. 10.21 to Company's Registration
Names Statement on Form 10 (SEC File No.
0-27968)
10.22 Amended and Restated Incorporated by reference to Exhibit
Promissory Note from Saba 10.22 to Company's Registration
Petroleum Company to Capco Statement on Form 10 (SEC File No.
Resources, Inc. 0-27968)
10.23 1997 Incentive Plan Incorporated by reference to Exhibit
10.23 to Company's Form 10-K dated
12/31/96 (SEC File No. 0-27968)
10.24 Second Amended and Restated Incorporated by reference to Exhibit
Agreement between Meteor 10.24 to Company's Form 10-K dated
Industries, Inc., Capco 12/31/96 (SEC File No. 0-27968)
Resources, Inc. and Saba
Petroleum Company
10.25 Shareholder's Agreement Incorporated by reference to Exhibit
among Cogen Technologies, 10.25 to Company's Form 10-K dated
Saba Capital Company, LLC, 12/31/96 (SEC File No. 0-27968)
Capco Resources, Inc., et al
10.26 Letter Agreement with Incorporated by reference to Exhibit
Western Energy Resources 10.26 to Company's Form 10-K dated
Limited 12/31/96 (SEC File No. 0-27968)
10.27 Letter Agreement between Incorporated by reference to Exhibit
Meteor Industries, Inc. 10.27 to Company's Form 10-K dated
and Capco Resources, Ltd. 12/31/96 (SEC File No. 0-27968)
dated April 23, 1996
10.28 Meteor Corporate Guaranty Incorporated by reference to Exhibit
with Norwest Business 10.28 to Company's Form 10-K dated
Credit, Inc. 12/31/97 (SEC File No. 0-27968)
13
<PAGE>
10.29 Revolving Note with Nor- Incorporated by reference to Exhibit
west Business Credit, Inc. 10.29 to Company's Form 10-K dated
12/31/97 (SEC File No. 0-27968)
10.30 Credit and Security Incorporated by reference to Exhibit
Agreement 10.30 to Company's Form 10-K dated
12/31/97 (SEC File No. 0-27968)
10.31 Agreement between Tri- Incorporated by reference to Form 8-K
Valley Gas Co.; Share- dated May 29, 1998 (SEC File No.
holders and Fleischli Oil 0-27968)
Company, Inc. to Purchase
Tri-Valley Gas Co.
10.32 Agreement between Capco Incorporated by reference to Form 8-K
Capco Acquisub, Inc. and dated December 31, 1998
and Nevada Manhattan Mining (SEC File No. 0-27968)
Incorporated to sell Capco
shares of Meteor stock
10.33 Agreement between Capco Incorporated by reference to Form 8-K
Acquisub, Inc. and Nevada dated January 11, 1999
Manhattan Mining Incor- (SEC File No. 0-27968)
porated to change control
in of the Corporation
10.34 Agreement with Capco Energy, Incorporated by reference to Form 8-K
Inc., as amended dated February 9, 2000 (SEC File No.
0-27968)
10.35 Promissory Note from Capco Incorporated by reference to Form 8-K
Energy, Inc. dated February 9, 2000 (SEC File No.
0-27968)
10.36 Pledge and Security Agreement Incorporated by reference to Form 8-K
With Capco Energy, Inc. and dated February 9, 2000 (SEC File No.
Capco Asset Management, Inc. 0-27968)
10.37 Product Sales Agreement Incorporated by reference to Form 8-K
between Meteor Stores, Inc. dated February 9, 2000 (SEC File No.
And Meteor Marketing, Inc. 0-27968)
21 Subsidiaries of the Previously filed
Registrant
27.1 Financial Data Schedule for Previously filed
fiscal year ending
December 31, 1999
14
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this Amendment to be
signed on its behalf by the undersigned thereunto duly authorized.
METEOR INDUSTRIES, INC.
Dated: May 1, 2000 By:/s/ Edward J. Names
Edward J. Names, President
Pursuant to the requirements of the Securities and Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dated indicated.
Dated: May 1, 2000 By:/s/ Ilyas Chaudhary
Ilyas Chaudhary, Director
Dated: May 1, 2000 By:/s/ Edward J. Names
Edward J. Names, President, Chief
Executive Officer and Director
Dated: May 1, 2000 By:/s/ Dennis R. Staal
Dennis R. Staal, Director
Dated: May 1, 2000 By:/s/ Irwin Kaufman
Irwin Kaufman, Director
Dated: May 1, 2000 By:/s/ Richard E. Dana
Richard E. Dana, Director
