SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A1
(Mark One)
[ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended February 29, 1996
---------------------
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
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Commission File Number: 1-12680
ORYX TECHNOLOGY CORP.
(Exact name of Registrant as specified in its Charter)
Delaware 12-2115841
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
47341 Bayside Parkway, Fremont, California 94538
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(Address of principal executive offices) (Zip Code)
Issuer's Telephone Number, including area code: (510) 249-1144
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title on each Class on which registered
------------------- -------------------
Common Stock, $.001 par value NASDAQ/Pacific Stock Exchange
- ----------------------------- -----------------------------
Common Stock Purchase Warrants NASDAQ/Pacific Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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(Title of Class)
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PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange
Act.
The names and ages of the Company's directors and executive officers are
as follows:
Name Position Age
---- -------- ---
Arvind Patel Chief Executive Officer and 49
Director
Andrew G. Wilson Chief Financial Officer 40
Dr. John H. Abeles Chairman of the Board and 51
Director
Andrew Intrater Secretary, Treasurer 33
and Director
Jay M. Haft Director 60
Nitin T. Mehta Director 49
Ted D. Morgan Director 54
Bruce L. Schindler Director 52
ARVIND PATEL has served as Chief Executive Officer of the Company from
its organization through July 1993. Between July 1993 and October 1993, Mr.
Patel served as Executive Chairman of the Company. From October 1993 to the
present, Mr. Patel has served as Chief Executive Officer of the Company. Mr.
Patel has served as a Director of the Company from its organization to the
present. Between February 1987 and June 1992, Mr. Patel was a General Partner of
Praktek Corp. and Managing Director of its affiliate, Praktek Venture Fund, San
Francisco, California, which provided asset management services and financing
for various commercial entities especially those engaged in advanced technology
operations. Prior thereto, between June 1985 and January, 1987, Mr. Patel was
President and Chief Executive Officer of Upstart Computer Corporation,
Emeryville, California, a manufacturer of computer peripheral equipment. Mr.
Patel received his B.S. in Mechanical Engineering and M.B.A. from London
University.
ANDREW G. WILSON has served as Chief Financial Officer since November
1993 with additional responsibilities for human resources. From October 1992
through September 1993, Mr. Wilson was Vice President-Finance and Operations and
Chief Financial Officer for Meta Software, Inc., Campbell, California, a
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computer software company. From January 1988 through August 1992, Mr. Wilson was
Vice President Finance and Chief Financial Officer for Interlink Computer
Services Inc., Fremont, California, a privately held company specializing in the
development and sales of networking software. Mr. Wilson received his B.A. in
Economics from the University of Manchester in Great Britain and is a member of
the Institute of Chartered Accountants in both England and Wales.
JOHN H. ABELES, M.D., has been a director of the Company since its
organization in July 1993 and of ATI commencing October 1991 and Chairman of the
Board of the Company since October 1993. Since March 1992, Dr. Abeles has been
General Partner of Northlea Partners Ltd. ("Northlea Partners"), Boca Raton,
Florida, a private investment partnership. Since 1980, Dr. Abeles has been
President of MedVest, Inc., Boca Raton, Florida, a business and financial
consulting firm. Dr. Abeles serves on the Board of Directors of I- Flow
Corporation, Irvine, California, a publicly traded company which manufactures
infusion devices, DUSA Pharmaceuticals, Inc., a publicly traded company which is
developing photodynamic therapy products, and Accumed International, Chicago,
Illinois, a publicly traded company which produces diagnostic tests. He is
President and a Director of Healthcare Acquisition Corporation, a publicly
traded special purpose acquisition corporation.
ANDREW INTRATER has been employed in various executive capacities with
the Company since its organization in July, 1993 and with ATI, the Company's
predecessor corporation, since 1981. Mr. Intrater was Chief Operating Officer of
ATI since May 1993, and Chief Operating Officer through November 1995 and became
Chief Operating Officer of Oryx Instruments and Materials, Secretary, Treasurer
and a Director of the Company from its organization through August 1995. Between
September 1985 and May 1993, Mr. Intrater served as President of ATI and has
been a director of the Company and its predecessor in interest since 1983. Mr.
Intrater received his B.S. in Chemical Engineering from Rutgers University and
M.S. in Materials Science from Columbia University.
JAY M. HAFT has served as a director of the Company since February 1995.
He is a strategic consultant of growth stage companies. He specializes in
international corporate finance, mergers and acquisitions, and in the
representation of emerging growth companies. He has actively participated in
strategic planning and fund raising for many of his clients, including high-
tech companies, leading edge medical technology companies and technical product
and marketing companies. He is a Managing General Partner of Venture Capital
Associates, Ltd. and GenAm "1" Venture Fund, a domestic and international
venture capital fund, respectively. Mr. Haft is a Director of numerous public
and private corporations, including the following: Robotic Vision Systems, Inc.
(OTC), Noise Cancellation Technologies, Inc. (OTC), Extech Inc. (OTC),
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Healthcare Acquisition Corp. (OTC), CAS Medical Systems (OTC), Viragen, Inc.
(OTC), PC Service Source, Inc. (OTC), and Nova Technologies, Inc. (OTC). He
serves as Chairman of the Board for Noise Cancellation Technologies, Inc.,
Extech, Inc., and Healthcare Acquisition Corp. He is currently of counsel to
Parker Duryee Rosoff & Haft, in New York. He was previously a senior corporate
partner of such firm (1989-1995). He is a graduate of Yale College and Law
School.
NITIN T. MEHTA has served as a director of the Company since March 1995.
He is CEO of Mehta & Company, Inc., a merchant banking firm founded in 1988 to
assist companies in developing strategies to create wealth for their
shareholders. He is also CEO and Chairman of Compex Services, Inc. Prior to
founding Mehta & Company, he was a General Partner of an investment firm, Weiss,
Peck and Greer Venture Partners. He was an investor and COO of James
River-Handi-Kup Company. Prior to that he was Senior Vice President with Royal
Viking Line. He serves on various Boards such as non-profit organizations
including Fort Mason Center Foundation and the San Francisco Zoo. He holds a
BSME summa cum laude from S.D. Tech, and MBA from the University of Wisconsin
and a Doctorate in Business Policy from the Harvard Business School.
TED D. MORGAN was recently elected as a director of the Company in April
1996. He is Founder and Managing Partner of Alternative Technologies
International ("ATI"), Santa Rosa, California. ATI is an international financial
advisory firm specializing in services for emerging growth companies with unique
proprietary technologies. Prior to founding ATI, he developed several companies
including the Office Club which merged with Office Depot in 1990.
BRUCE L. SCHINDLER has served as a director of the Company since
February 1995. He is currently an independent investor. Previously, he was
involved in arena financing and the development of several companies. He
received his B.S. in Finance from New York University.
Of the Company's seven current directors, Dr. Abeles, and Messrs. Mehta,
Schindler, Haft and Morgan are independent directors. J.W. Charles Securities,
Inc. and Corporate Securities Group, Inc., the Representatives of the
Underwriters of the Company's previous public offering conducted in 1994, have
been provided the right to designate a nominee to the Company's Board of
Directors for a period of five years commencing April 6, 1994, and the Company's
officers, directors and affiliated stockholders had agreed to vote in favor of
such nominee during this period. The Representatives exercised this right in
January 1995, nominating Mr. Schindler to be elected as a Director, and he was
duly appointed in February 1995. The Company has agreed with Yorkton Securities,
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the Placement Agent for the private placement of certain securities offerings
conducted by the Company in 1996, that Yorkton Securities will have the right to
nominate up to two Company Directors. Of the current Directors, Mr. Ted Morgan
is the only designee and he was appointed in April 1996.
Board Committees and Meetings
- -----------------------------
During the fiscal year ending February 29, 1996, there were 11 Meetings
of the Company's Board of Directors. Each Board member attended 75% or more of
the aggregate of the Meetings of the Board of Directors and the Meetings of all
Committees of the Board of Directors on which he served.
The Audit Committee was established on March 28, 1995. The members of
the Audit Committee are Nitin T. Mehta and Bruce L. Schindler, neither of whom
are employees of the Company. The functions of the Audit Committee are to define
the scope of the audit, review the auditor's reports and comments, and monitor
the internal auditing procedures of the Company. The Audit Committee met on June
27, 1996.
The Compensation Committee was established on March 28, 1995. The
members of the Compensation Committee are Dr. John H. Abeles, Jay M. Haft,and
Nitin T. Mehta, none of whom are employed by the Company. The Compensation
Committee makes recommendations with respect to compensation of senior officers
and granting of stock options and stock awards. The Compensation Committee met
on June 27, 1996.
There is no Nominating Committee of the Board of Directors.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
- --------------------------------------------------------------------
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than ten percent (10%) of a
registered class of the Company's equity securities, to file with the Commission
initial reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. Officers, directors and greater than
ten percent (10%) stockholders are required by Commission regulation to furnish
the Company with copies of all Section 16(a) 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, during the fiscal year ended February 29, 1996, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten percent (10%) beneficial owners were complied within a timely
manner.
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Item 10. Executive Compensation
Cash Compensation
- -----------------
The following table sets forth the total compensation earned by the
Chief Executive Officer and the Company's other executive officers whose total
salary and bonus compensation exceeded $100,000 for services rendered in all
capacities for the year ended February 29, 1996 and for the years ended February
28, 1995 and 1994.
Name and
Principal Fiscal Other Annual
Position Year Salary Bonus Compensation*
- -------- ---- ------ ----- -------------
Arvind Patel, 1996 $140,996 $ -- $3,600
Chief Executive 1995 $128,397 $ -- $ --
Officer 1994 $ 97,821 $ -- $ --
Andrew Intrater 1996 $103,063 $ -- $8,578*
President, Trea- 1995 $ 93,583 $ -- $8,578*
surer and Secretary 1994 $ 82,538 $ -- $8,578*
Andrew Wilson 1996 $108,064 $ -- $ --
Chief Financial 1995 $ 97,563 $ -- $ --
Officer 1994 $ 25,307 $ -- $ --
Kailash Joshi 1995 $133,211 $ -- $ --
President 1994 $ 64,744 $ -- $ --
- ----------------
* Other compensation in relation to Mr. Intrater consists of premiums paid on
behalf of Mr. Intrater for term life insurance in the face amount of $1,000,000
which is payable to Mr. Intrater's beneficiary upon his death, less the amount
of the premiums theretofore paid on his behalf which are remitted to the
Company. The table does not include other amounts for personal benefits received
by employees in general. The Company also acquired key man insurance on the life
of Mr. Patel of which it is the beneficiary. The Company believes that the
incremental costs of such benefits to each of the identified executive officers
did not exceed the lesser of $50,000 or 10% of the total annual salary and bonus
of such executive officers.
The following table sets forth as to the Chief Executive Officer and
each of the executive officers named under the Summary Compensation Table,
certain information with respect to grants of options to purchase shares of
Common Stock of the Company as of and for the year ended February 29, 1996.
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Option/SAR Grants
Year Ended February 29, 1996
Number of % of Total
Securities Options/
Underlying SARs Exercise
Option/SARs Granted to or Base Expira-
Granted Employees Price tion
Number (#) in 1996 ($ per Share) Date
---------- ------- ------------- ----
Arvind Patel -0- $ - $ - -
Andrew Intrater -0- $ - $ - -
Kailash Joshi -0- $ - $ - -
- --------------------------
Employment Agreements
- ---------------------
The Company has entered into an employment agreement dated as of April
15, 1993 with Mr. Arvind Patel, terminable immediately by either party,
providing for annual compensation of $137,000 during the term of the agreement.
In the event Mr. Patel dies, becomes disabled or is terminated without cause by
the Company, he or his estate will receive his annual compensation for six
months. Mr. Patel has also entered into a non-competition agreement with the
Company which precludes his engagement in competitive activities during the term
of his employment, precludes him from soliciting customers and employees of the
Company for a period of twelve months following termination of his employment,
and also requires Mr. Patel to maintain the confidentiality of information and
proprietary data relating to the Company and its activities.
The Company has also entered into an employment agreement dated as of
May 3, 1993 with Mr. Andrew Intrater, terminable immediately by either party,
providing for annual compensation of $100,000 during the term of the agreement.
In the event Mr. Intrater is terminated without cause by the Company, he will
receive his annual compensation for a period of six months. Mr. Intrater has
also entered into a non-competition agreement with the Company which precludes
his engagement in competitive activities during the term of his employment,
precludes him from soliciting customers and employees of the Company for a
period of twelve months following termination of his employment, and also
requires Mr. Intrater to maintain the confidentiality of information and
proprietary data relating to the Company and its activities.
The Company plans to establish during its 1997 fiscal year a bonus
incentive program for its executive management personnel pursuant to which
executives will have the opportunity to earn as a bonus up to 30% of their base
salary based on a combination of individual performance and profitability of the
Company or product line. The program will be administered by an independent
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compensation committee of the Board of Directors, consisting of Messrs. Abeles
and Mehta.
Dr. John H. Abeles, the Company's Chairman of the Board and a director
of the Company since October 1991, received a bonus of $1,600 which was awarded
to him by the Board of Directors in October 1993 for general services provided
to the Company as an unpaid director and his agreement to serve as Chairman of
the Board.
The Company currently offers basic health and major medical insurance to
its employees. The Company has adopted a non-contributory 401(k) Plan for its
employees who wish to participate on a voluntary basis, but no retirement,
pension or similar program has been adopted by the Company.
Remuneration of Non-Employee Directors
- --------------------------------------
Each member of the Board of Directors who is not an employee of the
Company is compensated for his services as a Director as follows: $750.00 for
each Board Meeting attended in person, and $250.00 for each Board Meeting
attended by telephone.
Description of Incentive and Nonqualified Stock Option Plan
- -----------------------------------------------------------
On March 3, 1993, the Company adopted its Incentive and Nonqualified
Stock Option Plan (the "Plan") under which, as subsequently amended, 1,125,000
shares of Common Stock have been reserved for issuance to officers, directors,
employees and consultants of the Company upon exercise of options designated as
"incentive stock options" within the meaning of Section 422 of the Internal
Revenue Code of 1986 or upon exercise of nonstatutory options. The primary
purpose of the Plan is to attract and retain capable executives, employees,
directors, advisory board members and other consultants by offering such
individuals a greater personal interest in the Company's business by encouraging
stock ownership. The Plan is administered by a compensation committee consisting
of outside members of the Board of Directors which will determine, among other
things, the persons to be granted options, the number of shares subject to each
option and the option price. The Plan terminates on March 3, 2003.
The exercise price of any incentive stock option granted under the Plan
to an eligible employee must be equal to the fair market value of the shares on
the date of grant, and with respect to persons owning more than 10% of the
outstanding Common Stock, the exercise price may not be less than 110% of the
fair market value of the shares underlying such option on the date of grant. The
Compensation Committee will determine the term of each option and the manner in
which it may be exercised provided that no incentive stock option may be
exercisable more than ten years after the date
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of grant, except for optionees who own more than 10% of the Company's Common
Stock, in which case the option may not be for more than five years. Further, no
Director of the Company or other person who is not an employee of the Company
will be eligible to receive incentive stock options. From the date of grant
until three months prior to the exercise, the optionee must be an employee of
the Company in order to exercise any options, except in the case of disability
or death of the employee. Options are not transferable except upon the death of
the optionee. In the event of disability, options must be exercised within
twelve months of termination of employment as determined by the Compensation
Committee. Nonqualified options will have similar terms except the exercise
price therefor may not be less than 85% of the fair market value of the shares
underlying such options, and the term of such nonqualified options may not
extend beyond ten years and one week. The Compensation Committee has the power
to impose additional limitations, conditions and restrictions in connection with
the grant of any option.
The Company has issued options to purchase an aggregate of 1,263,109
shares of Common Stock of the Company pursuant to the Plan to the following
officers and key employees of the Company (as well as other employees of the
Company) at the weighted average exercise prices described below:
Weighted
Average
Number Exercise
Name of Shares Price
---- --------- -----
Arvind R. Patel 241,569 $1.807
Andrew Wilson 110,719 $1.959
Andrew Intrater 95,625 $1.923
Karen P. Shrier 84,000 $1.072
Ronald N. Spaight 34,656 $1.389
Bernard Hall 60,269 $1.695
James Intrater 52,250 $1.931
Robert Jaynes 30,000 $2.000
Thomas Landgraf 12,000 $1.375
Under the terms of the grant, the options will vest in various increments over
various periods following the date of grant, except with respect to Messrs.
Patel, Wilson, A. Intrater, Ms. Shrier and Messrs. Spaight, Hall, J. Intrater,
Jaynes and Landgraf, as to whom options to purchase 64,888, 24,469, 24,375,
11,400, 2,500, 12,269, 12,500, 75,000 and 3,000, respectively, vested at the
date of grant. In addition, in the event of an optionee's disability, all
options granted will immediately vest, and in the event of an optionee's death,
all options will similarly vest but expire one year thereafter. In the event the
optionee voluntarily terminates his or her employment or should such employment
be terminated by
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the Company, options that are vested through the date of termination may be
exercised for a period of three months following the date of termination.
Directors' Non-Qualified Stock Option Plan
- ------------------------------------------
At the Company's 1995 Annual Stockholders' Meeting, the Company's
stockholders approved the establishment of the 1995 Directors Non-Qualified
Stock Option Plan (the "Directors Plan") providing for grants to the Company's
non-employee Directors ("Outside Directors") in order to attract and retain
Outside Directors who possess a high degree of competence, experience,
leadership and motivation. Under Rule 16b-3 ("Rule 16b-3") promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), options grants
to officers and directors are not subject to the short-swing profit prohibitions
set forth in Section 16(b) of the Exchange Act if the option plan is
administered by the Board of Directors, if each member is "disinterested", or a
committee of the Board each member of which is "disinterested", i.e., a director
who is not, during the one year period prior to service as an administrator of a
plan, or during such service, granted or awarded equity securities pursuant to
the Plan. Because the Company's Plan does not provide for formula-based stock
option grants, any option grants made thereunder to the Company's Outside
Directors who also serve on the Compensation Committee, namely Dr. Abeles and
Messrs. Haft and Mehta will disqualify future and contemporaneous grants under
the current program from the exemption provided in Rule 16b-3 and subject all
future option grants to the Company's officers and directors to the short-swing
profit prohibitions of Section 16(b) of the Exchange Act. Accordingly, in order
to reward its present Outside Directors, attract additional Outside Directors,
and align the Outside Directors' interests with those of the Company's
stockholders, the Board of Directors and the Compensation Committee deemed it
advisable to adopt the Directors Plan under which non-qualified stock options to
purchase 225,000 shares of the Company's Common Stock may be granted to the
Company's Outside Directors.
A total of 225,000 shares of Common Stock were reserved for issuance to
the Company's Outside Directors upon exercise of non-qualified options. The
Director's Plan is administered by the Compensation Committee of the Company's
Board of Directors, which will at all times consist solely of Outside Directors.
Under the Directors Plan, each current Outside Director, namely Dr. Abeles and
Messrs. Haft, Mehta, Morgan and Schindler, initially received options to
purchase 45,000 shares of the Company's Common Stock, effective as of February
6, 1995 or such later date on which such Outside Director was appointed to the
Board of Directors. However, the grant date of such initial grants was August 1,
1995, the date of the Company's Annual Meeting of Stockholders at which the
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Directors Plan was approved, for purposes of determining the exercise price.
Each Outside Director who joins the Company's Board of Directors subsequent to
the approval of the Directors Plan will initially receive options to purchase
45,000 shares of the Company's Common Stock, effective as of the date he or she
is appointed or elected to the Company's Board of Directors. In addition, each
Outside Director will be granted options to purchase 15,000 shares of the
Company's Common Stock at such time as his or her initial grants described above
are fully vested.
All options granted under the Directors Plan will vest in three equal
annual installments commencing with the date of grant, provided that the Outside
Director continues to serve on the Company's Board of Directors. The exercise
price of the options granted under the Directors Plan will be equal to the fair
market value of the Company's Common Stock on the date of grant. The options are
not transferable except upon the death of the optionee. In the event of an
optionee's disability, all options granted will immediately vest, and in the
event of an optionee's death, all options will similarly vest but expire one
year thereafter. In the event the optionee voluntarily resigns from the Board of
Directors or declines to stand for reelection, options that are vested through
the date of such resignation or declination may be exercised for a period of
three months thereafter. The Directors Plan provides that it may not be amended
more than once every six months, other than to comport with changes in the
Internal Revenue Code of 1986, as amended, the Employee Retirement Income
Security Act, or the rules thereunder. The Compensation Committee has the power
to impose additional limitations, conditions and restrictions in connection with
the grant of any option.
Additional Grants of Options
- ----------------------------
In addition to the options issued pursuant to the Plan, on August 1,
1993, the Company issued nonqualified options to Mr. William Wittmeyer to
purchase 6,375 shares of Common Stock of the Company at an exercise price of
$1.07 per share for services rendered in connection with the acquisition by the
Company of IMCS. The options were immediately vested and expire five years
following the date of vesting. On July 15, 1993, the Company issued nonqualified
options to Mr. Arthur Barufka to purchase 15,000 shares of the Common Stock of
the Company at an exercise price of $1.07 per share for financial advisory
services unrelated to the initial public offering. The options were immediately
vested and expire three years following the date of grant.
On May 10, 1994, the Company issued nonqualified options to Materials
Modification, Inc. and Ms. Renee Ford, consultants to the Company, to purchase
3,000 shares and 9,000 shares of Common Stock of the Company, respectively, at
an exercise price of $1.07 per share. The options were immediately vested and
expire ten years following the date of vesting.
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Subsidiary Stock Plans
- ----------------------
In November 1995, the Company's newly formed, wholly-owned subsidiaries,
Oryx Power Products Corporation, Oryx Instruments and Materials Corporation and
SurgX Corporation, each adopted stock option plans under which the Board of
Directors of each of the subsidiaries granted options to management to purchase
Class B common shares in the subsidiaries at at least their fair market values
as determined by each Board of Directors. Class B common shares authorized for
issuance in each of the Subsidiaries are identical to the 10,000,000 shares of
Class A common shares owned by the Company, except the Class A common shares
possess a liquidation preference. The Board of Directors authorized 1,500,000
million shares of Class B common shares for each of the three Subsidiaries to be
available for issuance under these stock plans. Such options are not
transferable except in the event of a public offering of the Subsidiaries'
stock, and may be repurchased by the Company at its option. Grants under the
plan are for amounts, vesting periods and option terms established by each
subsidiary's Board of Directors.
Subsidiary stock options granted, and which vest ratably over a five
year period, are as follows:
Oryx Instrument and Materials Corporation 920,000
Oryx Power Products Corporation 992,000
SurgX Corporation 280,000
The sole officer and/or Director of the Company to receive options
pursuant to the Subsidiary stock option program was Andrew Intrater, Secretary,
Treasurer and a Director of the Company, who received options to purchase
340,000 shares of Oryx Instrument and Materials Corporation exercisable at $.45
per share.
Item 10. Security Ownership of Certain Beneficial Owners and
Management
The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock as of May 31, 1996 (i) by each person
who is known to the Company to be the owner of more than five percent (5%) of
the Company's Common Stock, (ii) by each of the Company's Directors, (iii) by
each of the Company's executive officers, and (iv) by all Directors and
executive officers of the Company as a group. As of May 31, 1996, there were
issued and outstanding 10,020,668 shares of Common Stock of the Company.
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Number of
Shares of
Common Stock Percent of
Name and Address Beneficially Beneficial
or Identity of Group Owned Ownership
- -------------------- ----- ---------
Arvind Patel (1) 255,414 2.5%
47341 Bayside Parkway
Fremont, CA 94538
Andrew Intrater (2) 204,526 2.0%
47341 Bayside Parkway
Fremont, CA 94538
Andrew Wilson (3) 47,219 0.5%
47341 Bayside Parkway
Fremont, CA 94538
John Abeles (4) 514,183 5.1%
2365 Northwest 41st Street
Boca Raton, FL 33431
Jay M. Haft(5) 114,600 1.1%
2 Grove Isle Dr, #1208B
Coconut Grove, FL 33122
Nitin T. Mehta (6) 715,352 7.1%
58 Greenoaks Drive
Atherton, CA 94027
Ted D. Morgan (7) 15,000 0.1%
5213 El Mecado Parkway
Santa Rosa, CA 95403(7)
Bruce L. Schindler (8) 114,167 1.1%
2255 Glades Road, #324A
Boca Raton, FL 33431
Windstar Investments N.V. 666,667 6.7%
200 East Broward Blvd.,
Suite 1900
Fort Lauderdale, FL 33302
Equitable Life Assurance 1,000,000 10.0%
Society
City Place House
55 Basinghall Street
London EC2V 5DR
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Number of
Shares of
Common Stock Percent of
Name and Address Beneficially Beneficial
or Identity of Group Owned Ownership
- -------------------- ----- ---------
Valeo Limited 872,000 8.7%
4th Floor, Celtic House
Victoria Street
Douglas, Isle of Man
IM99 1QZ British Isles
Clarion Finanz AG 690,000 6.9%
Muhlebachstrasse 42
8024 Zurich
Switzerland
All Officers and Directors
as a Group (8 persons) (9) 1,956,809 19.5%
(1) Includes 95,460 shares subject to stock options and 35,000 shares held
as a custodian for Mr. Patel's minor children. Also includes 16,096
shares of Common Stock issuable upon conversion of the 1996 Bridge
Warrant (assuming $20,166 of principal and interest due under 1996
Bridge Note).
(2) Includes 30,938 shares subject to stock options.
(3) Includes 37,219 shares subject to stock options.
(4) Includes 323,008 shares of Common Stock held by Northlea Partners Ltd.,
a consultant to the Company, of which Dr. Abeles is the General Partner,
and 35,000 shares issuable upon conversion of the Company's Series A
Preferred Stock also held by Northlea Partners. Also includes 9,375
shares of Common Stock issuable upon exercise of certain Bridge
Warrants. Includes 25,000 shares of Common Stock issuable upon
conversion of Warrants, held by Northlea Partners. Also includes 25,000
shares subject to other stock options. Also includes 96,789 shares of
Common Stock issuable upon conversion of the 1996 Bridge Warrant
(assuming $121,000 of principal and interest due under 1996 Bridge
Note).
(5) Includes 25,000 shares subject to stock options.
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(6) Includes 213,333 shares of Common Stock held for the benefit of Mr.
Mehta in a retirement account set up by Mehta & Co., Inc. Includes
25,000 shares subject to stock options. Also includes 117,019 shares of
Common Stock issuable upon conversion of the 1996 Bridge Warrant
(assuming $146,208 of principal and interest due under 1996 Bridge
Note).
(7) Includes 15,000 shares subject to stock options.
(8) Includes 66,667 shares of Common Stock owned by Mr. Schindler's wife,
Judith A. Schindler. Also includes 13,124 shares issuable upon
conversion of the Company's Series A Preferred Stock which are also held
in trusts set up for his three children, for which Mr. and Mrs.
Schindler are named as trustees. Also includes 9,375 shares of Common
Stock issuable upon exercise of certain Bridge Warrants issued to Mrs.
Schindler. Mr. Schindler disclaims any beneficial rights to all of the
above shares and rights. Also includes 25,000 shares subject to stock
options.
(9) Includes an aggregate of 600,395 shares issuable upon exercise of
warrants and stock options and conversion of Preferred Stock, included
pursuant to notes (1)-(8).
Item 12. Certain Relationships and Related Transactions.
The Company was incorporated in Delaware on July 26, 1993, and on
September 29, 1993 executed a Plan and Agreement of Merger with Advanced
Technology, Inc., a New Jersey corporation and the Company's parent corporation
and predecessor. ATI was organized on April 2, 1976 under the laws of the State
of New Jersey. In connection with this merger, the Company exchanged with the
stockholders of ATI an equal number of shares for the outstanding shares of
capital stock of ATI outstanding at the time of the merger. The nominal number
of shares of the Company outstanding at the time of the merger were cancelled as
part of the Plan and Agreement of Merger. In addition, the Company exchanged
45,000 shares of its Series A Preferred Stock for the 45,000 shares of Series A
Preferred Stock that were outstanding of the predecessor corporation and which
had the same designations and preferences that had been established for the
Series A Preferred Stock of the predecessor corporation.
In May 1993, the Company entered into a Consulting Agreement with Mr.
Bruce L. Schindler providing for him to serve as a management consultant to the
Company until April 6, 1997, and also providing for a monthly consulting fee of
$2,083.33. The Company believes that the Consulting Agreement entered into with
Mr. Schindler was fairly priced relative to services that were available from
other unaffiliated third parties in view of Mr.
Schindler's background and experience.
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In May 1993, ATI issued an aggregate of $375,000 principal amount of its
secured promissory notes at an interest rate equal to the published prime rate
of The Wall Street Journal, but not to exceed 9% per annum, and 45,000 shares of
its Series A $25 2% Convertible Cumulative Preferred Stock convertible into
525,000 shares of Common Stock of the Company. The notes were retired from the
proceeds of the Company's public offering completed in April 1994. Northlea
Partners, of which Dr. John Abeles is the General Partner, acquired $25,000
principal amount of such promissory notes and 3,000 shares of Series A Preferred
Stock, and members of the family of Mr. Bruce L. Schindler acquired $9,375
principal amount of such promissory notes and 1,125 shares of Series A Preferred
Stock.
On March 21, 1994, the Company issued $150,000 principal amount of its
short-term promissory notes with interest at a rate equal to 9% per annum. The
Company also issued its Bridge Warrants to purchase an aggregate of 37,500
shares of Common Stock at an exercise price equal to 65% of the offering price
per share (attributing no value to the Warrants). The notes were repaid on April
6, 1994 from the proceeds of the Company's public offering of its securities.
Mrs. Judith A. Schindler, the wife of Mr. Bruce L. Schindler, a Director of the
Company, acquired $75,000 principal amount of such short-term promissory notes
and received Bridge Warrants to purchase 18,750 shares of Common Stock. In
March, 1995, Mrs. Schindler transferred Bridge Warrants to purchase 9,375 shares
of Common Stock to Dr. Abeles, Chairman of the Board and a Director of the
Company.
On May 10, 1994, the Company issued options to purchase 3,000 shares of
Common Stock of the Company to Materials Modification, Inc. at an exercise price
of $1.07 per share, as well as 2,679 shares of Common Stock of the Company in
lieu of cash in consideration for consulting services related to research and
development contracts. Also on such date, the Company issued options to purchase
9,000 shares of Common Stock of the Company to Ms. Renee Ford at an exercise
price of $1.07 per share, as well as 536 shares of Common Stock of the Company
in lieu of cash, in consideration for consulting services related to research
and development contracts.
In November 1994, the Company completed a warrant issuance which
resulted in the issuance of warrants to purchase approximately 379,000 shares of
Common Stock at a price of $2.00 per share producing proceeds to the Company of
approximately $280,000. Northlea Partners, Ltd., a partnership whose General
Partner is Dr. John H. Abeles, the Chairman of the Board of the Company,
acquired $18,750 principal amount of such warrants with the right to purchase
25,000 shares of Common Stock.
In May 1995, the Company completed a private placement consisting of
2,536,290 shares of Common Stock pursuant to which the Company received proceeds
of approximately $1,900,000. Northlea Partners, Ltd., acquired for a
consideration of $150,000, 200,000 shares of this private placement. Mr. Nitin
T. Mehta, Director of the Company, acquired for himself and through his
retirement account set up by Mehta & Co., Inc., 573,334 shares of Common Stock
16
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for a consideration of $430,000 principal amount. Mrs. Judith A. Schindler, wife
of Bruce L. Schindler, a Director of the Company, acquired for a consideration
of $50,000, 66,667 common shares of this private placement. Jay M. Haft, a
Director of the Company, acquired 89,600 shares of Common Stock for $67,200
consideration. Andrew Wilson, the Company's Chief Financial Officer, acquired
10,000 shares for $7,500 consideration. Arvind Patel, the Company's Chief
Executive Officer and a Director, acquired for himself and his two children a
total of 40,000 shares for a consideration of $30,000.
In February 1996, the Company issued warrants to purchase 332,551 shares
of Common Stock at a per share price of $1.25 in connection with a bridge loan
made to the Company which was subsequently repaid. Northlea Partners, Ltd.
received warrants to purchase 96,789 shares of Common Stock relating to this
bridge loan. Mr. Nitin Mehta received warrants to purchase 117,049 shares of
Common Stock relating to this bridge loan. Arvind Patel received warrants to
purchase 16,096 shares of Common Stock relating to this bridge loan.
17
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Company
caused this amended Report to be signed on its behalf by the undersigned
thereunto duly authorized on this 27th day of June, 1996.
ORYX TECHNOLOGY CORP.
By: /s/ Arvind Patel
--------------------------
Arvind Patel,
Chief Executive Officer
In accordance with the Exchange Act of 1933, this Report has been signed
below by the following persons on behalf of the Registrant and in the capacities
and on the date indicated.
Signature Title Date
- ---------- ----- ----
Principal Executive
/s/ Arvind Patel Officer and Director June 27, 1996
- ----------------------
Arvind Patel
Secretary, Treasurer
/s/ Andrew Intrater and Director June 27, 1996
- ----------------------
Andrew Intrater
Principal Financial and
/s/ Andrew G. Wilson Accounting Officer June 27, 1996
- ----------------------
Andrew G. Wilson
Chairman of the
/s/ John H. Abeles Board and Director June 27, 1996
- ----------------------
John H. Abeles
/s/ Jay M. Haft Director June 27, 1996
- ----------------------
Jay M. Haft
/s/ Nitin T. Mehta Director June 27, 1996
- ----------------------
Nitin T. Mehta
/s/ Ted D. Morgan Director June 27, 1996
- ----------------------
Ted D. Morgan
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/s/ Bruce Schindler Director June 27, 1996
- -----------------------
Bruce Schindler
19
