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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A AMENDMENT NO. 2*
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended June 30, 1997.
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________ to __________
Commission File Number: 0-22730
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COMMUNICATIONS CENTRAL INC.
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(Exact name of registrant as specified in its charter)
GEORGIA 58-1804173
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1150 NORTHMEADOW PARKWAY, SUITE 118, ROSWELL, GEORGIA 30076
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 442-7300
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Securities registered pursuant to Section 12(b) of the Act: NONE
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Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.01 PAR VALUE
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(Title of Class)
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 the 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]
Aggregate market value of the voting stock held by non-affiliates of the
Registrant as of September 25, 1997: $51,866,817.75.
Number of shares of Common Stock outstanding as of October 24, 1997:
6,285,987.
* The purpose of this Amendment No. 2 on Form 10-K/A to the Annual Report on
Form 10-K ("the Report") of Communications Central Inc., ("CCI or the
Company") is to amend (i) tables I and III of Item 11 and (ii) Item 12 of
the Report.
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Item 11. Executive Compensation.
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Table I - Summary Compensation Table
The following table sets forth certain information required by the SEC
relating to various forms of compensation awarded to, earned by or paid to all
individuals serving as the Company's Chief Executive Officer during fiscal 1997
and the executive officers other than the Chief Executive Officer who earned
more than $100,000 during fiscal 1997 and who were serving as executive officers
at the end of fiscal 1997. Such executive officers are hereinafter referred to
as the Company's "Named Executive Officers."
<TABLE>
<CAPTION>
LONG TERM
---------
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------- ------
SECURITIES
UNDERLYING ALL OTHER
FISCAL SALARY BONUS OPTIONS/SAS COMPENSATION
NAME AND POSITION YEAR ($) ($) (#) ($)
- ----------------- ------ ------ ----- ----------- ------------
<S> <C> <C> <C> <C> <C>
Rodger L. Johnson 1997 228,000 114,000 /6/ -- 3,000 /1/
President and Chief 1996 152,000 -- 500,000 /2/ 2,010 /1/
Executive Officer
C. DOUGLAS MCKEEVER 1997 130,000 -- -- --
Vice President, Finance 1996 54,167 -- 60,000 /3/ --
ANTHONY J. PALERMO 1997 175,000 -- -- --
Vice President, 1996 87,500 -- 90,000 /4/ --
Sales and Marketing
Robert E. Bowling 1997 95,000 12,500 15,000 /5/ --
Vice President, Operations 1996 72,500 37,500 -- --
of CCI, and General Manager, 1995 44,369 -- 5,000 /5/ --
InVision 6,500 /5/
</TABLE>
/1/ Represents payment for a life insurance policy on behalf of Mr.
Johnson.
/2/ The options granted to Mr. Johnson vested as to 74,999 shares on
November 6, 1996, and as to 43,750 shares (in monthly increments of
6,250) from December 1, 1996 through June 1997. The options granted to
Mr. Johnson will vest as to 181,250 shares in monthly increments of
6,250 continuing through November 1, 1999. Additionally, 50,000 shares
vested on March 9, 1997, and 50,000 shares vested on June 6, 1997, as
a result of the price of the Company's Common Stock reaching certain
established target levels. The
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option vests as to the remaining 100,000 shares if the price of the
Company's Common Stock reaches and maintains certain established
target levels or on November 6, 2000, if Mr. Johnson is still employed
by the Company. The option terminates on November 6, 2005, or, if
earlier, three months after the termination of Mr. Johnson's
employment, except in the case of his disability or death, in which
cases the options terminate one year after Mr. Johnson's retirement
from the Company or his death, respectively.
/3/ The option granted to Mr. McKeever vested as to 9,000 shares on
January 15, 1997, and as to 3,750 shares (in monthly increments of
750) from February 1, 1997 through June 1997. The option granted to
Mr. McKeever will vest as to 23,250 shares in monthly increments of
750 from July, 1997 and continuing through January 1, 2000.
Additionally, 6,000 shares vested on March 5, 1997 and 6,000 shares
vested on June 9, 1997 as a result of the price of the Company's
Common Stock reaching certain established levels. The option vests as
to the remaining 12,000 shares if the price of the Company's Common
Stock reaches and maintains certain established target levels or, if
later, on January 15, 2001, if Mr. McKeever is still employed by the
Company. The option terminates on January 15, 2006, or, if earlier,
three months after the termination of Mr. McKeever's employment,
except in the case of his disability or death, in which cases the
option terminates one year after Mr. McKeever's retirement from the
Company or his death, respectively.
/4/ The option granted to Mr. Palermo vested as to 13,500 shares on
January 2, 1997, and as to 5,625 shares (in monthly increments of
1,125) from February 1, 1997 through June 1997. The option granted to
Mr. Palermo will vest as to 6,750 shares in monthly increments of
1,125 from July, 1997 and continuing through December 1, 1997, and
will vest as to 28,125 shares in monthly increments of 1,125 from
January 1, 1998 and continuing through January 1, 2000. Additionally,
9,000 shares vested on May 3, 1996 and 9,000 shares vested on June 9,
1997 as a result of the price of the Company's Common Stock reaching
certain established levels. The option vests as to the remaining
18,000 shares if the price of the Company's Common Stock reaches and
maintains certain established target levels or, if later, on January
2, 2001, if Mr. Palermo is still employed by the Company. The option
terminates on January 2, 2006, or, if earlier, three months after the
termination of Mr. Palermo's employment, except in the case of his
disability or death, in which cases the option terminates one year
after Mr. Palermo's retirement from the Company or his death,
respectively.
/5/ All of the shares listed for Mr. Bowling represent shares subject to
currently exercisable options.
/6/ Pursuant to the terms of Mr. Johnson's employment agreement with the
Company, Mr. Johnson earned such Bonus as a result of meeting certain
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performance target goals. Such Bonus was granted after the end of
fiscal 1997.
TABLE III - AGGREGATED OPTION EXERCISES IN FISCAL 1997 AND FISCAL
Year-End Option Values for such Fiscal Year
None of the Company's Named Executive Officers exercised any stock
options during fiscal 1997. The following table shows the number of shares
of Common Stock subject to exercisable and unexercisable stock options held
by each of the Named Executive Officers as of June 30, 1997. The table also
reflects the values of such options based on the positive spread between
the exercise price of such options and $11.00, which was the closing sales
price of a share of the Company's Common Stock reported on the Nasdaq Stock
Market on June 30, 1997.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF IN-THE-MONEY OPTIONS
SHARES UNEXERCISED AT YEAR-END
ACQUIRED VALUE OPTIONS AT ($)2/
-----
ON EXERCISE REALIZED YEAR-END (#)1/
(#) ($) ---------------- EXERCISABLE UNEXERCISABLE
--- ---- ----------- -------------
EXERCISABLE UNEXERCISABLE
----------- -------------
NAME
- ----
<S> <C> <C> <C> <C> <C> <C>
Mr. Johnson 0 $0.00 218,749 281,251 /3/ $984,370 $1,265,629
Mr. McKeever 0 $0.00 24,750 32,250 /4/ $142,312 $ 185,438
Mr. Palermo 0 $0.00 37,125 52,875 /5/ $241,312 $ 343,687
Mr. Bowling 0 $0.00 7664 /6/ 18836 /6/ $ 44,083 $ 95,166
</TABLE>
/1/ Includes options granted prior to fiscal 1997.
/2/ The value of unexercised in-the-money options as of June 30, 1997 is
calculated as follows: [(Per Share Closing Sale Price as of June 30,
1997) - (Per Share Exercise Price)] x Number of Shares Subject to
Unexercised Options. The closing sale price reported by the NASDAQ
National Market of the Company's Common Stock as of June 30, 1997 was
$11.00 per share.
/3/ The option granted to Mr. Johnson vested as to 74,999 shares on
November 6, 1996, and as to 43,750 shares (in monthly increments of
6,250) from December 1, 1996 through June 1997. The option granted to
Mr. Johnson will vest as to 181,250 shares in monthly increments of
6,250 continuing through November 1, 1999. Additionally, 50,000 shares
vested on March 9, 1997, and 50,000 shares vested on June 10, 1997, as
a result of the price of the Company's Common Stock reaching certain
established target levels. The option vests as to the remaining
100,000 shares if the price of the Company's Common Stock reaches and
maintains certain established target levels or, if later, on November
6, 2000, if Mr. Johnson is still employed by the Company.
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The option terminates on November 6, 2005, or, earlier, three months
after the termination of Mr. Johnson's employment with the Company,
except in the case of his disability or death, in which cases the
option terminates one year after Mr. Johnson's retirement from the
Company or his death, respectively.
/4/ The option granted to Mr. McKeever vested as to 9,000 shares on
January 15, 1997, and as to 3750 shares (in monthly increments of 750)
from February 1, 1997 through June 1997. The option granted to Mr.
McKeever will vest as to 23,250 shares in monthly increments of 750
from July, 1997 and continuing through January 1, 2000. Additionally,
6,000 shares vested on March 5, 1997 and 6,000 shares vested on June
9, 1997 as a result of the price of the Company's Common Stock
reaching certain established levels. The option vests as to the
remaining 12,000 shares if the price of the Company's Common Stock
reaches and maintains certain established target levels or, if later,
on January 15, 2001, if Mr. McKeever is still employed by the Company.
The option terminates on January 15, 2006, or, if earlier, three
months after the termination of Mr. McKeever's employment with the
Company, except in the case of his disability or death, in which cases
the option terminates one year after Mr. McKeever's retirement from
the Company or his death, respectively.
/5/ The option granted to Mr. Palermo vested as to 13,500 shares on
January 2, 1997, and as to 5,625 shares (in monthly increments of
1,125) from February 1, 1997 through June 1997. The option granted to
Mr. Palermo will vest as to 6,750 shares in monthly increments of
1,125 from July, 1997 and continuing through December 1, 1997, and
will vest as to 28,125 shares in monthly increments of 1,125 from
January 1, 1998 and continuing through January 1, 2000. Additionally,
9,000 shares vested on May 3, 1996 and 9,000 shares vested on June 9,
1997 as a result of the price of the Company's Common Stock reaching
certain established levels. The option vests as to the remaining
18,000 shares if the price of the Company's Common Stock reaches and
maintains certain established target levels or, if later, on January
2, 2001, if Mr. Palermo is still employed by the Company. The option
terminates on January 2, 2006, or, if earlier, three months after the
termination of Mr. Palermo's employment with the Company, except in
the case of his disability or death, in which cases the option
terminates one year after Mr. Palermo's retirement from the Company or
his death, respectively .
/6/ Effective as of October 1, 1997, all of the shares listed for Mr.
Bowling represent shares subject to currently exercisable options.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
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The following table sets forth information concerning (i) those
persons known by management of the Company to own beneficially more
than 5% of the Company's outstanding Common Stock, (ii) the directors
and director nominees of the Company, (iii) the executive officers
named in the Summary Compensation Table included elsewhere herein and
(iv) all directors and executive officers of the Company as a group.
Except as otherwise indicated in the footnotes below, such information
is provided as of October 24, 1997. According to rules adopted by the
SEC, a person is the "beneficial owner" of securities if he or she has
or shares the power to vote them or to direct their investment or has
the right to acquire beneficial ownership of such securities within 60
days through the exercise of an option, warrant or right, the
conversion of a security or otherwise. Except as otherwise noted, the
indicated owners have sole voting and investment power with respect to
shares beneficially owned. An asterisk in the percent of class column
indicates beneficial ownership of less than 1% of the outstanding
Common Stock.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME OF BENEFICIAL
Beneficial Owner Ownership PERCENT OF
- ---------------- ----------- Class
-----
<S> <C> <C>
RIT Capital Partners plc /1/............................ 981,880 15.6%
Entities affiliated with Goldman, Sachs, & Co. /2/ 655,000 10.4%
Heartland Advisors, Inc. /3/ 573,400 9.1%
Entities affiliated with Brinson Partners, Inc. /4/ 476,448 7.6%
Entities affiliated with MVP Ventures Group /5/......... 432,661 6.9%
Robert C. Fisher, Jr. /6/............................... 9,748 *
Richard W. Oliver /7/................................... 24,862 *
Peter A. Schober /8/.................................... 10,900 *
Ronald C. Warrington /9/................................ 24,398 *
Rodger L. Johnson /10/.................................. 256,249 4.0%
C. Douglas McKeever /11/................................ 29,250 *
Anthony J. Palermo /12/................................ 46,875 *
Robert E. Bowling /13/.................................. 30,838 *
All current directors, director nominees and
current executive officers as a group
(9 persons)........................................... 448,952 7.1%
</TABLE>
________________
/1/ The business address of RIT Capital Partners Plc is 27 St. James's
Place, London, England SWIA INR.
/2/ The business address of Goldman, Sachs, & Co. and related entities is
85 Broad Street, New York, New York 10004. Entities whose shares are
included with Goldman, Sachs & Co.'s shares above include the parent
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holding company The Goldman Sachs Group, L.P. The numbers reported
were derived from a Schedule 13G executed by Goldman, Sachs, & Co. on
February 10, 1997, and filed with the Securities and Exchange
Commission on February 10, 1997.
/3/ The business address of Heartland Advisors, Inc. is 790 North
Milwaukee Street, Milwaukee, Wisconsin 53202. The numbers reported
were derived from a Schedule 13G executed by Heartland Advisors, Inc.
on February 12, 1997, and filed with the Securities and Exchange
Commission on February 14, 1997.
14/ The business address of Brinson Partners, Inc. and related entities is
209 South LaSalle, Chicago, Illinois 60604-1295. Entities whose
shares are included with Brinson Partners, Inc.'s shares above
include: (i) Brinson Trust Company; (ii) Brinson Holdings, Inc.; (iii)
SBC Holding (USA), Inc.; and (iv) Swiss Bank Corporation. The numbers
reported were derived from a Schedule 13G executed by Brinson
Partners, Inc. on February 12, 1997, and filed with the Securities and
Exchange Commission on February 13, 1997.
/5/ The business address of MVP Ventures Group ("MVP") and related
entities is 45 Milk Street, Boston, Massachusetts 02109. Entities
whose shares are included with MVP's shares above include: (i)
Chestnut III Ltd. Partnership (54,997 shares held of record); (ii)
Chestnut Capital International III (73,177 shares held of record);
(iii) Late Stage Fund 1990 Limited Partnership (218,856 shares held of
record); (iv) Late Stage Fund 1991 Limited Partnership (84,787 shares
held of record); and (v) MVP Investors Limited Partnership (844 shares
held of record).
/6/ All of the shares listed for Mr. Fisher represent shares subject to
currently exercisable options.
/7/ Shares beneficially owned by Mr. Oliver include 2,000 shares owned by
him directly and 22,862 shares subject to currently exercisable
options.
/8/ Shares beneficially owned by Mr. Schober include 9,656 shares subject
to currently exercisable options, 400 shares held of record by William
Schober, Mr. Schober's son, and 844 shares beneficially owned by MVP.
While Mr. Schober may be deemed to be an "affiliate" of MVP, he
disclaims beneficial ownership of such shares.
/9/ All of the shares listed for Mr. Warrington represent shares subject
to currently exercisable options.
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/10/ All of the shares listed for Mr. Johnson are exercisable within 60
days. See " Employment Agreement" for vesting terms.
/11/ The options granted to Mr. McKeever vested as to 9,000 shares on
January 15, 1997, and as to 3,750 shares (in monthly increments of
750) from February 1, 1997 through June 1997. The options granted to
Mr. McKeever will vest as to 23,250 shares in monthly increments of
750 from July, 1997 and continuing through January 1, 2000.
Additionally, 6,000 shares vested on March 5, 1997 and 6,000 shares
vested on June 9, 1997 as a result of the price of the Company's
Common Stock reaching certain established levels. The option vests as
to the remaining 12,000 shares if the price of the Company's Common
Stock reaches and maintains certain established target levels or on
January 15, 2001, if Mr. McKeever is still employed by the Company.
The option terminates on January 15, 2006, or, if earlier, three
months after the termination of Mr. McKeever's employment, except in
the case of his disability or death, in which cases the options
terminate one year after Mr. McKeever's retirement from the Company or
his death, respectively.
/12/ Shares beneficially owned by Mr. Palermo include 3000 shares owned by
him directly and 43,875 shares subject to currently exercisable
options. The options granted to Mr. Palermo vested as to 13,500
shares on January 2, 1997, and as to 5,625 shares (in monthly
increments of 1,125) from February 1, 1997 through June 1997. The
options granted to Mr. Palermo will vest as to 6,750 shares in monthly
increments of 1,125 from July, 1997 and continuing through December 1,
1997, and will vest as to 28,125 shares in monthly increments of 1,125
from January 1, 1998 and continuing through January 1, 2000.
Additionally, 9,000 shares vested on May 3, 1996 and 9,000 shares
vested on June 9, 1997 as a result of the price of the Company's
Common Stock reaching certain established levels. The option vests as
to the remaining 18,000 shares if the price of the Company's Common
Stock reaches and maintains certain established target levels or on
January 2, 2001, if Mr. Palermo is still employed by the Company. The
option terminates on January 2, 2006, or, if earlier, three months
after the termination of Mr. Palermo's employment, except in the case
of his disability or death, in which cases the options terminate one
year after Mr. Palermo's retirement from the Company or his death,
respectively.
/13/ Shares beneficially owned by Mr. Bowling include 4,338 shares owned by
him directly and 26,500 shares subject to currently exercisable
options.
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SIGNATURES
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Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Communications Central Inc.
Date: December 15, 1997 /s/ Rodger L. Johnson
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Rodger L. Johnson
Chief Executive Officer and Director
(principal executive officer)
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