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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MARCH 31, 1997.
or
[ ] 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 0-22520
AMTEC, INC.
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(Exact name of registrant as specified in its charter)
Delaware 52-1989122
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
599 Lexington Avenue, 44th Floor, New York, New York 10022
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(Address of principal executive offices, including zip code)
212-319-9160
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(Registrant's telephone number, including area code)
Securities registered under Section 12(b) of the Exchange Act:
Title of Each Name of Each Exchange
Class so Registered On Which Registered
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Common Stock, $0.001 par value per share American Stock Exchange
Securities registered under Section 12(g) of the Exchange Act:
Check whether the registrant: (i) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file
such reports), and (ii) has been subject to such filing requirements for the
past 90 days. Yes X No
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Check if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-B 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-KSB or any amendment to
this Form 10-KSB. [X]
The issuer's revenues for the fiscal year ended March 31, 1997 were $0.
The number of shares outstanding of the registrant's common stock as of July
8, 1997 was 31,312,065 shares. The aggregate market value of the common
stock (18,229,756 shares) held by non-affiliates, based on the closing price
($3.125) of the common stock as of July 8, 1997 was approximately $57.0
million.
Transitional Small Business Disclosure Format: Yes No X
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ITEM 10. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION
The Following table sets forth certain information concerning
compensation for the fiscal years ended March 31, 1997, 1996 and 1995 of
certain of the Company's executive officers, including the Company's Chief
Executive Officer and all executive officers whose total annual salary and
bonus exceeded $100,000, for the fiscal year ended March 31, 1997 (the "Named
Executive Officers"):
<TABLE>
<CAPTION>
Long Term
Compensation
-------------------------
Annual Compensation Awards
----------------------------------------- -------------------------
Name and Other Annual Stock Options/
Principal Position Year Salary ($) Bonus ($) Compensation Awards ($) SARS (#)
- ------------------ ---- ---------- --------- ------------ ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Joseph R. Wright 1997 $256,250 0 (2)$30,000 $281,250 3,000,000
Chief Executive 1996 143,750 0 (2)$30,000 3,000,000
Officer(1)
Xiao Jun
Executive Vice 1997 123,958 0 0
President-AVIC 1996 57,990 0 400,000
China 1995 42,250 0 125,000
Michael J. Lim 1997 167,333 0 0
Executive 1996 79,615 0 1,000,000
Vice President
- Operations(3)
</TABLE>
_________________
(1) Mr. Wright has served as the Company's Chief Executive Officer since March
14, 1996. He joined the Company as the Chairman of the Board of Directors
on May 1, 1995.
(2) During fiscal 1996 and 1997, the Company paid approximately $30,000 per
year on behalf of Mr. Wright for certain personal tax and accounting
services rendered by third parties for Mr. Wright.
(3) Mr. Lim joined the Company as the Executive Vice President - Operations on
November 7, 1995 and served as the Company's Chief Financial Officer from
May 1996 through June 15, 1997.
OPTION AND SAR GRANTS DURING LAST FISCAL YEAR
The following table sets forth certain information regarding grants of
options to the Named Executive Officers during the fiscal year ended March 31,
1997:
<TABLE>
<CAPTION>
Number of % of Total
Securities Options
Underlying Granted to Exercise
Options Employees Price Expiration
Name Granted (#) in Fiscal Year ($/Share) Date
- ---- ------------ -------------- --------- ----------
<S> <C> <C> <C> <C>
Joseph R. Wright 3,000,000(1) 85.6% $3.00 9/5/06
</TABLE>
_________________
(1) This grant was made in September 1996. One half of the total number of
options granted became exercisable on April 15, 1997 and the other half is
exercisable on April 15, 1998.
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OPTIONS EXERCISED IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
The following table sets forth certain information regarding option
exercises by the Named Executive Officers during the fiscal year 1997 and
options held by such Named Executive Officers on March 31, 1997:
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Shares Options at Fiscal Year End at Fiscal Year End(1)
Acquired on Value ----------------------------- ------------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Joseph R. Wright 4,500,000 1,500,000 $10,800,000 3,600,000
Xiao Jun 10,000 $78,950 415,000 100,000 995,425 240,000
Michael J. Lim 750,000 250,000 1,800,000 600,000
</TABLE>
________________
(1) Based on a per share price of $2.750, the closing price of the Common
Stock as reported on the American Stock Exchange, minus the exercise price
of the option, multiplied by the number of shares underlying the Option.
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with six of its
executive officers, Messrs. Joseph R. Wright, Jr., Richard T. McNamar, Albert
G. Pastino, James F. O'Brien, Xiao Jun and Michael J. Lim.
The Company entered into a five year employment agreement dated as of
April 15, 1995, and as amended on November 21, 1995 and September 6, 1996, with
Joseph R. Wright, Jr., pursuant to which Mr. Wright agreed to serve as the
Company's Chairman of the Board of Directors, Chief Executive Officer and
President and to operate out of the Company's executive offices located in New
York, New York. The employment agreement initially provided for an annual base
salary of $50,000 during the year commencing April 15, 1995 and $300,000 during
the year thereafter. The September 6, 1996 amendment to the employment
agreement provides for the issuance of shares of Common Stock in lieu of cash
compensation as payment for the salary that Mr. Wright had accrued from June
1995 through October 15, 1996, at $1.50 per share, the market price of the
Common Stock on October 15, 1996. Further, the amendment offers Mr. Wright an
automatic extension of his contract of one year on each April 14, unless the
Board of Directors notifies Mr. Wright 90 days prior to such date that such
extension will not be made. The Board of Directors also approved revising his
salary for the first year commencing on April 15, 1995 to $150,000, revising
his salary for the second year to $300,000, and increasing his salary in each
year thereafter by $100,000. The Board of Directors of the Company also
approved the issuance of an additional three million options to Mr. Wright on
September 6, 1996. These options have an exercise price of $3.00 per share,
the fair market value on the date of grant, and vest with respect to fifty
percent of said options on each April 15, 1997 and April 15, 1998.
In September 1996 the Company approved the issuance of 187,500 shares of
the Company's Common Stock to Mr. Wright, paid in lieu of a portion of cash
compensation Mr. Wright had been accruing from June 1995 through October 15,
1996. The amount of salary accrued through October 15, 1996 was $281,250. The
Common Stock was issued at $1.50 per share, the fair market value of such
shares at the time of the grant.
Pursuant to the employment agreement, Mr. Wright was granted an option to
acquire 3,000,000 shares of Common Stock at an exercise price of $0.35 per
share, and an additional 3,000,000 options at an exercise price of $3.00 per
share were granted on September 6, 1996. The option has vested with respect to
the 3,000,000 shares which have an exercise price of $0.35 per share, and with
respect to 1,500,000 shares which have an exercise price of $3.00 per share.
The balance of the option with respect to 1,500,000
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shares which have an exercise price of $3.00 per share will vest on April 15,
1998. The options issued to Mr. Wright have been issued pursuant to the
Company's 1996 Stock Option Plan and were based on the market value of the
Common Stock on the date of grant.
On September 3, 1996, the Company entered into a one-year verbal
employment agreement with Richard T. McNamar pursuant to which Mr. McNamar
will serve as Vice Chairman of the Company. He received 25,000 shares of the
Company's Common Stock upon commencing employment. Initially, Mr. McNamar
was part time, and was to receive a contingent success fee for financings he
introduced or arranged for the Company. On October 3, 1996 Mr. McNamar
became a full time employee and waived his rights to any success fees. In
his full time capacity, Mr. McNamar is paid $100,000 annual base salary. Mr.
McNamar was issued an option to purchase 250,000 shares of the Company's
Common Stock at an exercise price of $1.50 per share, the fair market value
at the time, on September 3, 1996. He received an additional option for
250,000 shares at an exercise price of $1.50 per share, the fair market value
of the Common Stock at the time, when he became a full time employee on
October 3, 1996. The Company and Mr. McNamar are discussing signing an
employment agreement during the current fiscal year.
On June 16, 1997, the Company entered into two year employment
agreements with each of Albert G. Pastino and James F. O'Brien, which
agreements are subject to ratification by the Board of Directors of the
Company. Mr. Pastino will serve as a Senior Vice President and Chief
Financial Officer of the Company and will receive an annual base salary of
$100,000 plus performance bonus for the first year and stock options to
acquire 400,000 shares of Common Stock at an exercise price of $3.00 per
share, a discount to market price of $0.3125 per share at the time. Mr.
O'Brien will serve as a Senior Vice President and General Counsel of the
Company and will receive an annual base salary of $100,000 plus performance
bonus for the first year and stock options to acquire 400,000 shares of
Common Stock at an exercise price of $3.00 per share, a discount to market
price of $0.3125 per share at the time.
The Company entered into a two year employment agreement, effective as
of November 6, 1995, with Michael J. Lim, pursuant to which he serves as the
Company's Executive Vice President - Operations at an annual base salary of
$200,000. Mr. Lim also acted as the Company's Chief Financial Officer from
May 1996 through June 15, 1997.
The Company entered into a two year employment agreement, effective as
of January 1, 1996, with Xiao Jun, pursuant to which he serves as the
Company's Executive Vice President - AVIC China, at an annual base salary of
$175,000.
In connection with these employment agreements, the Company has agreed
to issue, to Messrs. Lim and Xiao, options to purchase up to 1,000,000 and
400,000 shares, respectively, of the Company's Common Stock, with an exercise
price of $0.35 per share. The options have been granted pursuant to the
Company's 1996 Stock Option Plan. The options vest at the rate of
twenty-five percent (25%) of the aggregate number of options so granted at
the end of each six (6) month period following the date of each respective
employment agreement. The options granted to Messrs. Lim and Xiao expire on
November 6, 2005 and December 31, 2005, respectively, and were based on the
market value of the Common Stock on the date of grant.
The Company has also granted Mr. Xiao a five year option to acquire
125,000 shares of the Company's Common Stock at an exercise price of $0.3555
per share pursuant to the Company's 1995 Stock Option Plan, all of which
options vested as of February 8, 1995. See "Stock Option Plans."
CONSULTANTS
The Company has entered into a consulting agreement with David Rubenstein
pursuant to which Mr. Rubenstein will provide to the Company advise on
marketing strategies and joint venture structures in the
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PRC. Mr. Rubenstein was granted warrants to purchase 200,000 shares of
Common Stock of the Company at an exercise price of $1.50 per share, the
market value of the Common Stock on the date of the grant.
STOCK OPTION PLANS
As of February 8, 1995, the Company's Board of Directors and
stockholders approved the Company's 1995 Stock Option Plan (the "1995 Stock
Option Plan") in connection with the closing of the transactions contemplated
by the Reorganization Agreement. The Company has reserved up to 500,000
shares of Common Stock for issuance under the 1995 Stock Option Plan. As of
July 8, 1997, 185,000 shares had been issued upon the exercise of stock
options under the 1995 Stock Option Plan and stock options to purchase an
aggregate of 115,000 shares were outstanding under the 1995 Stock Option Plan
at exercise prices ranging from $0.15 to $5.00 per share. As of such date,
all such stock options were exercisable.
The 1996 Stock Option Plan (the "1996 Stock Option Plan") was adopted by
the Board of Directors on March 14, 1996 and by the Company's stockholders on
May 7, 1996. The Company has reserved for issuance thereunder an aggregate
of 12,000,000 shares of Common Stock. As of July 8, 1997, stock options to
purchase an aggregate of 8,835,000 shares were outstanding under the 1996
Stock Option Plan at exercise prices ranging from $0.35 to $3.00 per share,
of which options to purchase 5,913,000 shares of Common Stock were
exercisable. The Board of Directors has approved a provision in the 1996
Stock Option Plan which places a 6,000,000 share limit on the number of
options that may be granted under the 1996 Stock Option Plan to an employee
in the fiscal year ended March 31, 1996, and a 1,500,000 share limit in each
fiscal year thereafter.
A description of each of the Company's Stock Option Plans is set forth
below. The description is intended to be a summary of the material
provisions of the Company's Stock Option Plan and does not purport to be
complete.
ADMINISTRATION OF AND ELIGIBILITY UNDER STOCK OPTION PLANS. Each of the
Stock Option Plans, as adopted, provides for the issuance of options to
purchase shares of Common Stock to officers, directors, employees,
independent contractors and consultants of the Company and its subsidiaries.
The Stock Option Plans authorize the issuance of incentive stock options
("ISOs"), and non-qualified stock options ("NSOs") and stock appreciation
rights ("SARs") to be granted by a committee (the "Committee") to be
established by the Board of Directors to administer the Stock Option Plans.
Subject to the terms and conditions of the Stock Option Plans, the
Committee will have the sole authority to determine: (a) the persons
("optionees") to whom options to purchase shares of Common Stock and SARs
will be granted, (b) the number of options and SARs to be granted to each
such optionee, (c) the price to be paid for each share of Common Stock upon
the exercise of such option, (d) the period within which each option and SAR
will be exercised and any extensions thereof, and (e) the terms and
conditions of each such stock option agreement and SAR agreement which may be
entered into between the Company and any such optionee.
All officers, directors and employees of the Company and its
subsidiaries and certain consultants and other persons providing significant
services to the Company and its subsidiaries will be eligible to receive
grants of options and SARs under the Stock Option Plans. However, only
employees of the Company and its subsidiaries are eligible to be granted ISOs.
STOCK OPTION AGREEMENTS. All options granted under the Stock Option
Plans will be evidenced by an option agreement or SAR agreement between the
Company and the optionee receiving such option or SAR. Provisions of such
agreements entered into under the Stock Option Plans need not be identical
and may include any term or condition which is not inconsistent with the
respective Stock Option Plan and which the Committee deems appropriate for
inclusion.
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INCENTIVE STOCK OPTIONS. Except for ISOs granted to stockholders
possessing more than ten percent (10%) of the total combined voting power of
all classes of the securities of the Company or its subsidiaries to whom such
ownership is attributed on the date of grant ("Ten Percent Stockholders"),
the exercise price of each ISO must be at least 100% of the fair market value
of the Company's Common Stock as determined on the date of grant. ISOs
granted to Ten Percent Shareholders must be at an exercise price of not less
than 110% of such fair market value.
Each ISO must be exercised, if at all, within ten (10) years from the
date of grant, but, within five (5) years of the date of grant in the case of
ISOs granted to Ten Percent Stockholders.
An optionee of an ISO may not exercise an ISO granted under the Stock
Option Plans so long as such person holds a previously granted and
unexercised ISO.
The aggregate fair market value (determined as of time of the grant of
the ISO) of the Common Stock with respect to which the ISOs are exercisable
for the first time by the optionee during any calendar year shall not exceed
$100,000.
NON-QUALIFIED STOCK OPTIONS. The exercise price of each NSO will be
determined by the Committee on the date of grant. However, the exercise
price for the NSOs under the 1995 Stock Option Plan will in no event be less
than 85% of the fair market value of the Common Stock on the date the option
is granted, or not less than 110% of the fair market value of the Common
Stock on the date such option is granted in the case of an option granted to
a Ten Percent Stockholder. No such restriction exists with respect to the
exercise prices of NSOs granted under the 1996 Stock Option Plan.
The exercise price for each NSO will be determined by the Committee at
the time such option is granted, but in no event will such exercise period
exceed ten (10) years from the date of the grant.
STOCK APPRECIATION RIGHTS. Each SAR granted under the Stock Option
Plans will entitle the holder thereof, upon exercise of the SAR, to receive
from the Company, in exchange therefor, an amount equal in value to the
excess of the fair market value on the date of exercise of one share of
Common Stock over its fair market value on the date of grant (or in the case
of an SAR granted in connection with an option, the excess of the fair market
of one share of Common Stock at the time of exercise over the option exercise
price per share under the option to which the SAR relates), multiplied by the
number of shares of Common Stock covered by the SAR or the option, or portion
thereof, that is surrendered.
SARs will be exercisable only at the time or times established by the
Committee. If an SAR is granted in connection with an option, the SAR will
be exercisable only to the extent and on the same conditions that the related
option could be exercised. The Committee may withdraw any SAR granted under
the Stock Option Plans at any time and may impose any conditions upon the
exercise of an SAR or adopt rules and regulations from time to time affecting
the rights of holders of SARs.
As of the date of this Report, no SARs have been granted pursuant to the
Stock Option Plans.
TERMINATION OF OPTION AND TRANSFERABILITY. In general, any unexpired
options or SARs granted under the Stock Option Plans will terminate: (a) in
the event of death or disability, pursuant to the terms of the option
agreement or SAR agreement, but not less than six (6) months or more than
twelve (12) months after the applicable date of such event, (b) in the event
of retirement, pursuant to the terms of the option agreement or SAR
agreement, but no less than thirty (30) days or more than three (3) months
after such retirement date, or (c) in the event of termination of such person
other than for death, disability or retirement, until thirty (30) days after
the date of such termination. However, the Committee may in its sole
discretion accelerate the exercisability of any or all options or SARs upon
termination of employment or cessation of services.
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The options and SARs granted under the Stock Option Plans generally will
be non-transferable, except by will or the laws of descent and distribution.
ADJUSTMENTS RESULTING FROM CHANGES IN CAPITALIZATION. The number of
shares of Common Stock reserved under the Stock Option Plans and the number
and price of Common Stock covered by each outstanding option or SAR under the
Stock Option Plans will be proportionately adjusted by the Committee for any
increase or decrease in the number of issued and outstanding shares of Common
Stock resulting form any stock dividends, split-ups. Consolidations,
recapitalizations, reorganizations or like event.
AMENDMENT OR DISCONTINUANCE OF STOCK OPTION PLAN. The Board of
Directors has the right to amend, suspend or terminate the Stock Option Plans
at any time. Unless sooner terminated by the Board of Directors, the 1995
Stock Option Plan and the 1996 Stock Option Plan will terminate on February 8,
2005 and May 7, 2006, respectively, the tenth anniversary date of the
effectiveness of each such Stock Option Plan.
COMPENSATION OF DIRECTORS. The Company does not currently compensate
its Directors for services provided as Directors of the Company. Except for
Ju Feng and William H. Davidson who each received 5,000 shares of Common
Stock for a value totaling $90,000 (based on market value) in April 1996, no
compensation was paid to non-employee Directors for services performed as
Directors of the Company during the fiscal year ended March 31, 1997.
DIRECTORS AND OFFICERS LIABILITY INSURANCE. The Company has obtained
directors' and officers' liability insurance with an aggregate liability for
the policy year, inclusive of costs of defense, in the amount of $3,000,000.
The insurance policy ending April 3, 1997, was renewed April 1, 1997 and will
expire April 3, 1998.
INDEMNIFICATION OF OFFICERS AND DIRECTORS. The Company's Certificate of
Incorporation and Bylaws designate the relative duties and responsibilities
of the Company's officers, establish procedures for actions by directors and
stockholders and other items. The Company's Certificate of Incorporation and
Bylaws also contain extensive indemnification provisions that will permit the
Company to indemnify its officers and directors to the maximum extent
provided by Delaware law.
In addition, the Company has adopted a form of indemnification agreement
(the "Indemnification Agreement") which provides the indemnitee with the
maximum indemnification allowed under applicable law. The Company has not
entered into Indemnification Agreements with any of its directors,
executives, employees or consultants as of the date of this Report. Since
the Delaware statute is non-exclusive, it is possible that certain claims
beyond the scope of the statute may be indemnifiable. The Indemnification
Agreements provide a scheme of indemnification which may be broader than that
specifically provided by Delaware law. It has not yet been determined,
however, to what extent the indemnification expressly permitted by Delaware
law may be expanded, and therefore the scope of indemnification provided by
the Indemnification Agreements may be subject to future judicial
interpretation.
The Indemnification Agreement provides, in pertinent part, that the
Company shall indemnify an indemnitee who is or was a party or is threatened,
pending or completed action or proceeding whether civil, criminal,
administrative or investigative by reason of the fact that the indemnitee is
or was a director, officer, key employee or agent of the Company or any
subsidiary of the Company. The Company shall advance all expenses,
judgments, fines, penalties and amounts paid in settlement (including taxes
imposed on indemnitee on account of receipt of such payouts) incurred by the
indemnitee in connection with the investigation, defense, settlement or
appeal of any civil or criminal action or proceeding as described above. The
indemnitee shall repay such amounts advanced only if it shall be ultimately
determined that he or she is not entitled to be indemnified by the Company.
The advances paid to the indemnitee by the Company shall be delivered within
20 days following a written request by the indemnitee. Any award of
indemnification to
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an indemnitee, if not covered by insurance, would come directly from assets
of the Company, thereby affecting a stockholder's investment.
TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL AGREEMENTS. Except as
set forth in employment agreements of certain employees of the Company and
its subsidiaries, the Company has no compensatory plans or arrangements which
relate to the resignation, retirement or any other termination of an
executive officer or key employee with the Company or a change in control of
the Company or a change in such executive officer's or key employee's
responsibilities following a change in control.
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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 to the
Annual Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
AMTEC, INC.
By /s/ JOSEPH R. WRIGHT, JR.
-------------------------
Joseph R. Wright, Jr.
CHAIRMAN OF THE BOARD,
CHIEF EXECUTIVE OFFICER AND PRESIDENT
Date: October 7, 1997
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