<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A AMENDMENT NO. 1*
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
-------
COMMUNICATIONS CENTRAL INC.
---------------------------
(Exact name of registrant as specified in its charter)
GEORGIA 58-1804173
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1150 NORTHMEADOW PARKWAY, SUITE 118, ROSWELL, GEORGIA 30076
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 442-7300
--------------
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
----------------------------
(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. 1 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 the Report and Add Items 10-13.
<PAGE>
PART III
--------
Item 10. Directors and Executive Officers of the Registrant.
- ------------------------------------------------------------
Directors
The Board of Directors currently consists of Robert C. Fisher, Jr., Rodger
L. Johnson, Richard W. Oliver, Peter A. Schober and Ronald C. Warrington. The
terms of each member of the Company's Board of Directors expire upon the
election and qualification of the directors that will be elected at the 1997
Annual Meeting of Shareholders (the "Annual Meeting").
Set forth below is certain information furnished to the Company by each
director.
ROBERT C. FISHER, JR.
Age: 38
ROBERT C. FISHER, JR. has served as a director of the Company since April
1991. In February 1985, Mr. Fisher joined Massey Burch Investment Group, Inc.,
a Nashville, Tennessee based venture capital firm, and served as an officer of
that firm from July 1987 to July 1995. Since July 1995, Mr. Fisher has served
as the Chief Operating Officer of Corporate Supply Network, Inc., a company that
operates a network linking office supply dealers and manufacturers. Mr. Fisher
also serves on the board of directors of PMT Services, Inc., a publicly-held
credit card payment processor.
RODGER L. JOHNSON
Age: 49
RODGER L. JOHNSON was named as the Company's President and Chief Executive
Officer and appointed to the Board of Directors on November 6, 1995. Prior to
joining the Company, Mr. Johnson served as the President and Chief Executive
Officer of JKC Holdings, Inc., a consulting company providing advice to the
information processing industry. In that capacity, Mr. Johnson also served as
the Chief Operating Officer of Infomed Systems, Inc., a publicly-held medical
software manufacturer. Before founding JKC Holdings, Inc., Mr. Johnson served
for approximately eight years as the President and Chief Operating Officer and
as the President and Chief Executive Officer of Brock Control Systems, Inc., a
publicly-held sales and marketing software provider.
RICHARD W. OLIVER
Age: 51
RICHARD W. OLIVER has served as a director of the Company since October
1993 and served as the Company's Interim Chief Executive Officer from May 1995
to August 1995. Since January 1992, Mr. Oliver has been a Professor of
Management at the Owen Graduate School of Management, Vanderbilt University,
Nashville, Tennessee. From May 1976 to January 1992, Mr. Oliver served in a
series of marketing capacities with Northern Telecom,
<PAGE>
including Vice President, Business and Residential Services, Vice President,
Corporate Marketing and as a special assistant to the Chairman and Chief
Executive Officer. Mr. Oliver serves on the boards of directors of Applied
Innovations Inc., Symmetricom and First Union National Bank of Tennessee.
PETER A. SCHOBER
Age: 38
PETER A. SCHOBER has served as a director of the Company since April 1991
and served as the Company's Interim Chief Executive Officer from September 1995
to November 6, 1995. Mr. Schober is a founding General Partner of MVP Ventures,
which was formed in January 1989, and Milk Street Ventures, formed in 1997. MVP
Ventures and Milk Street Ventures are venture capital firms with a focus on
companies in the information technology field, including the wireless and
services sectors. From September 1986 to December 1988, Mr. Schober was an
associate with TVM Techno Venture Management, a technology-oriented venture
capital firm with offices in Munich, Germany and Boston, Massachusetts.
RONALD C. WARRINGTON
Age: 38
RONALD C. WARRINGTON has served as a director of the Company since October
1993. Since 1996, Mr. Warrington has been a principal of Energy and
Environmental Economics, Inc. From June 1995 to 1996, Mr. Warrington was a
principal of New Health Ventures, an affiliate of Blue Cross/Blue Shield of
Massachusetts that makes investments in technology-based companies in the
healthcare industry. From August 1993 to June 1995, Mr. Warrington was a
consultant for CSC/Index, a consulting firm with top tier clients in
telecommunications and other industries. Previously Mr. Warrington served as
President and Chief Operating Officer of United States Public Communications,
Inc., whose assets were acquired by the Company in 1992. From 1987 to 1991, Mr.
Warrington was President of Warrington Development Corporation, a private
investment and development firm. From 1983 to 1987, Mr. Warrington served in
various positions for the Chase Manhattan Bank, New York, New York.
Executive Officers
The executive officers of the Company serve at the discretion of the Board
of Directors and presently include Mr. Johnson, Robert E. Bowling, C. Douglas
McKeever, Anthony J. Palermo and Barry E. Selvidge. Set forth below is certain
information furnished by each of Messrs. Bowling, McKeever, Palermo and
Selvidge. See "Director Nominee Biographical Information" for information about
Mr. Johnson.
<PAGE>
ROBERT E. BOWLING
Age: 40
ROBERT E. BOWLING has served as the Company's Vice President, Operations
since April 25, 1996, and General Manager InVision since October 1995. Mr.
Bowling has been with the Company since August, 1994 and has been involved in
the telecommunications industry since 1975. Prior to joining the Company, Mr.
Bowling served as the Executive Vice President of InVision Telecommunications,
Inc., an inmate telephone provider whose assets were acquired by the Company in
1994. Mr. Bowling previously served as the Vice President of Operations for
Americall Systems and also held positions with Contel of Kentucky and Advanced
Telecommunications Corporation. Mr. Bowling's experience includes network
design, planning and management and switching operations. In connection with
the sale of the Company's inmate division to Talton Holdings, Inc., Mr.
Bowling's employment with the Company and InVision will terminate on or before
90 days from October 1, 1997.
C. DOUGLAS McKEEVER
Age: 52
C. DOUGLAS MCKEEVER has served as the Company's Vice President, Finance
since February 1996. Prior to joining the Company, Mr. McKeever's career
encompassed various financial positions, including more than 20 years with
NationsBank of Georgia, N.A., where he served as the Senior Vice President
Commercial Lending and directed the bank's Technology Financing Group. From
February 1994 through November 1995, Mr. McKeever served as the Internal
Financial Officer of Harry's Farmers Market. Mr. McKeever also served as the
Chairman of the Finance Committee and as a Board Member of Scitrek from 1989
through 1991.
ANTHONY J. PALERMO
Age: 43
ANTHONY J. PALERMO has served as the Company's Vice President of Sales and
Marketing since February 1996. Prior to joining the Company, Mr. Palermo served
as the Managing Partner of Interactive Advisory Corporation from November 1994
to December 1995. From February 1989 to November 1994, Mr. Palermo served in
various capacities at Brock Control Systems, Inc., including Chief Operating
Officer, Executive Vice President, Services, and Vice President, Sales and
Marketing. From May 1985 to February 1989, Mr. Palermo served as the Vice
President, Marketing for Interactive Financial Services, Inc.
BARRY E. SELVIDGE
Age: 39
BARRY E. SELVIDGE served as the Company's General Counsel from August 1991
to December 1993 and has served as Vice President, Regulatory Affairs and
General Counsel since December 1993. In July 1995, he was named the Company's
Secretary. From January
<PAGE>
1989 to August 1991, he was a member of the law firm of Messer, Vickers,
Caparello, French, Madsen & Lewis of Tallahassee, Florida, where he practiced
administrative and appellate law and represented the American Public
Communications Council ("APCC"), the Florida Pay Telephone Association and
various other telecommunications clients. The APCC is an organization, of which
CCI is a member, that is comprised of companies that manufacture, sell and
manage payphone products and services in competition with the LECs. From August
1995 through April 1997, Mr. Selvidge served as Chairman of the Board of
Directors of the APCC, and is currently Chairman of its Legal Committee. Mr.
Selvidge also founded, and from 1986 to 1988 served in various executive
capacities with, Payphone Exchange Magazine, which covered the public
--------------------------
communications market.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's directors, executive officers and persons who own
beneficially more than 10% of the Company's Common Stock to file reports of
ownership and changes in ownership of such stock with the Securities and
Exchange Commission (the "SEC") and the NASDAQ Stock Market. Directors,
executive officers and greater than 10% shareholders are required by SEC
regulations to furnish the Company with copies of all such forms they file. To
the Company's knowledge, based solely on a review of the copies of such reports
furnished to the Company and written representations that no other reports were
required, the Company's directors, executive officers and greater than 10%
shareholders complied during fiscal 1997 with all applicable Section 16(a)
filing requirements.
<PAGE>
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 $100,000 during fiscal 1997 and were serving as executive officers at
the end of fiscal 1997. Such executive officers are hereinafter referred to as
the Company's "Named Executive Officers."
<TABLE>
<CAPTION>
Long Term
----------
Compensation
Annual Compensation Awards
------------------- ------
Securities
Underlying All Other
Fiscal Salary Bonus Options/SAS Compensation
Name and Position Year ($) ($) (#) ($)
- ----------------- ---- ----- ---- ----- -----
<S> <C> <C> <C> <C> <C>
RODGER L. JOHNSON 1997 228,000 -- -- 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, 1996 72,500 37,500 -- --
Operations of CCI, and 1995 44,369 -- 5,000/5/ --
General Manager, 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 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
<PAGE>
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 options 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 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. The option
vests as to the remaining 24,000 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.
/4/ 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. The option vests as to the
remaining 36,000 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.
/5/ All of the shares listed for Mr. Bowling represent shares subject to
currently exercisable options.
<PAGE>
TABLE II - Option Grants in Fiscal 1997
The following table presents information regarding options to purchase
shares of the Company's Common Stock granted to the Company's Named Executive
Officers during fiscal 1997. The Company has no outstanding stock appreciation
rights ("SARs"). In accordance with SEC rules, the table shows the hypothetical
"gains" or "option spreads" that would exist for the respective options based on
assumed rates of annual compound stock price appreciation of 5% and 10% from the
date the options were granted over the full option term.
<TABLE>
<CAPTION>
Potential Realizable
Individual Grants Value at Assumed
----------------- Annual
Rates of Stock Price
No. of % of Total Appreciation for the
Securities Options Exercise Option Term
Underlying Granted to or Base -----------
Options Employees Price Expiration 5% 10%
Name Granted During Year ($/Share) Date ($) ($)
- ---- ------- ----------- --------- ---- --- ---
<S> <C> <C> <C> <C> <C> <C>
Mr. Johnson N/A N/A N/A N/A N/A N/A
Mr. McKeever N/A N/A N/A N/A N/A N/A
Mr. Palermo N/A N/A N/A N/A N/A N/A
Mr. Bowling 15,000/1/ 27% $6.13 8/15/06 $57,827 $146,545
</TABLE>
/1/ All of the shares listed for Mr. Bowling represent shares
subject to currently exercisable options.
<PAGE>
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 $11.00, which was the closing sales
price of a share of the Company's Common Stock reported on the Nasdaq Stock
Market on June 30, 1997.
<TABLE>
Number of Value of Unexercised
Shares Unexercised In-the-Money Options
Acquired Value Options at at Year-End
on Exercise Realized Year-End (#)/1/ ($)/2/
Name (#) ($) --------------- ------
- ---- --- --- Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<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 35,250/4/ $142,312 $ 185,438
Mr. Palermo 0 $0.00 37,125 52,875/5/ $241,312 $ 343,687
Mr. Bowling 0 $0.00 7,664/6/ 18,836/6/ $ 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 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 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 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
<PAGE>
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.
/4/ The options 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 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. The option vests as to
the remaining 24,000 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.
/5/ 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. The option vests
as to the remaining 36,000 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.
/6/ Effective as of October 1, 1997, all of the shares listed for
Mr. Bowling represent shares subject to currently exercisable
options.
<PAGE>
Director Compensation
During fiscal 1997, all directors of the Company except Mr. Johnson were
considered non-employee directors and received an annual retainer of $15,000, a
fee of $3,000 for each day on which they attended a Board meeting in person and
$500 for each committee or telephonic Board meeting they participated in. All
directors are reimbursed for expenses incurred in connection with attendance at
Board and committee meetings. During fiscal 1994, 1995 and 1996, the Company had
implemented the Communications Central Inc. Stock Option Plan for Directors (the
"Directors Plan") that permitted non-employee directors to elect to receive
their annual director compensation in the form of cash or options to purchase
shares of Common Stock of the Company at an exercise price equal to 50% of the
current fair market value of a share. The Directors Plan was terminated by the
Board of Directors effective for fiscal year beginning July 1, 1996.
Employment Agreement
On November 6, 1995, Communications Central of Georgia, Inc. ("CCG"), a
wholly-owned subsidiary of the Company, entered into an Employment Agreement
with Mr. Johnson pursuant to which Mr. Johnson serves as the President and Chief
Executive Officer of CCG and the Company. The Employment Agreement provides that
Mr. Johnson will serve for a period of two years, with automatic successive one
year renewal periods thereafter unless the Employment Agreement is terminated by
CCG or Mr. Johnson. Mr. Johnson receives a base salary of $228,000 per year,
subject to periodic increases at the discretion of the Compensation Committee of
the Board of Directors, and will be eligible to receive an annual bonus equal to
a percentage of his base salary. The Employment Agreement may be terminated by
CCG at any time for cause or for any reason upon 60 days prior written notice.
Mr. Johnson may terminate the Employment Agreement at any time if his health
should become seriously impaired or for any reason upon 60 days prior written
notice.
If Mr. Johnson fails to perform his duties as a result of disability or
incapacity, he shall continue to receive his base salary until his employment
with the Company is terminated. Following termination as a result of disability
or incapacity, Mr. Johnson shall be paid pursuant to the Company's disability
insurance policies then in effect, as well as a pro rata portion of any Bonus
that he would have been paid had his employment not been terminated. If Mr.
Johnson's employment is terminated for Cause, or if Mr. Johnson terminates his
employment for reasons other than disability, the Company shall pay Mr. Johnson
his base salary through the date of termination. Should Mr. Johnson die during
the term of his Employment Agreement, the Company shall pay Mr. Johnson's estate
his base salary for ninety (90) days after the date of his death, as well as any
amounts payable pursuant to the Company's life insurance policies then in
effect, and a pro rata portion of any Bonus that he would have been paid. If Mr.
Johnson's employment shall be terminated as a result of a Change of Control,
subject to certain limitations, the Company shall pay Mr. Johnson his base
salary less $28,000, plus the average of any Bonus payments for the Company's
most recent two fiscal years preceding termination, payable monthly until the
later of either one year from the date of termination or November 5, 1998.
In connection with the execution of the Employment Agreement described
above, the Company entered into a Stock Option Agreement dated as of November 6,
1995 with Mr. Johnson pursuant to which Mr. Johnson was granted an option to
purchase up to 500,000 shares of the Company's Common Stock at an exercise price
of $6.50 per share. 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 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 on
November 6, 2000, if Mr. Johnson is still employed by the Company. The option
terminates on November 6, 2005, or, if
<PAGE>
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.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Board of Directors is comprised of
Messrs. Fisher and Warrington, with Mr. Warrington serving as Chairman. During
fiscal 1997, the Compensation Committee did not include any member of the Board
of Directors who at that time served as an officer or employee of the Company.
The Company's Chief Executive Officer, Mr. Johnson, is not a member of the
Compensation Committee, but typically provides information to the Committee
concerning the performance of the Company's executive officers and makes
recommendations concerning proposed adjustments to their compensation. During
fiscal 1997, no executive officer of the Company served as a member of the board
of directors of any entity which had executive officers who served on the
Company's Board of Directors during that year.
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management.
------------------------------------------------------------------------
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 Percent of
Beneficial Owner Ownership 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 7.5%
Entities affiliated with MVP Ventures Group/5/......... 432,661 6.8%
Robert C. Fisher, Jr./6/............................... 9,748 *
Richard W. Oliver/7/................................... 24,862 *
Peter A. Schober/8/.................................... 9,711 *
Ronald C. Warrington/9/................................ 24,398 *
Rodger L. Johnson/10/.................................. 256,249 4.0%
C. Douglas McKeever/11/................................ 29,250 *
Anthony J. Palermo/12/................................. 43,875 *
Robert E. Bowling/13/.................................. 26,500 *
All current directors, director nominees and
current executive officers as a group
(10 persons)......................................... 424,593 6.7%
</TABLE>
- -----------------------------
/1/ The business address of RIT Capital Partners Plc is 27 St. James's
Place, London, England SWIA INR.
<PAGE>
/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
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.
/4/ 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 8,467 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.
<PAGE>
/9/ All of the shares listed for Mr. Warrington represent shares subject
to currently exercisable options.
/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. The
option vests as to the remaining 24,000 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/ 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. The option
vests as to the remaining 36,000 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/ All of the shares listed for Mr. Bowling represent shares subject to
currently exercisable options.
<PAGE>
Item 13. Certain Relationships and Related Transactions.
- --------------------------------------------------------
See Item 11 "Executive Compensation - Compensation Committee Interlocks and
Insider Participation" herein.
- ----------------------------------
SIGNATURES
----------
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: October 27, 1997 By: /s/ Rodger L. Johnson
---------------------
Rodger L. Johnson
Chief Executive Officer
(principal executive officer)
Date: October 27, 1997 By: /s/ C. Douglas McKeever
-----------------------
C. Douglas McKeever
Chief Financial Officer and Director
(principal financial and accounting
officer)
Date: October 27, 1997 By: /s/ Robert C. Fisher, Jr.
-------------------------
Robert C. Fisher, Jr.
Director
Date: October 27, 1997 By: /s/ Richard W. Oliver
-------------------------
Richard W. Oliver
Director
Date: October 27, 1997 By: /s/ Ronald C. Warrington
-------------------------
Ronald C. Warrington
Director
Date: October 27, 1997 By: /s/ Peter A. Schober
-------------------------
Peter A. Schober
Director
