<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended February 28, 1998
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 1-12680
-------
ORYX TECHNOLOGY CORP.
---------------------
(Name of Small Business Issuer as specified in its charter)
Delaware 22-2115841
---------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1100 Auburn Street, Fremont, California 94538
--------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Issuer's Telephone Number, including area code: (510) 492-2080
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of 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
(Title of class)
<PAGE>
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:
<TABLE>
<CAPTION>
Name Position Age
------ -------- ---
<S> <C> <C>
Philip J. Micciche President, CEO and Director 64
Mitchel Underseth CFO and Director 41
Andrew Intrater Secretary, Treasurer and 36
Director
Dr. John H. Abeles Director 53
Jay M. Haft Director 62
Richard Hubbard Director 38
Doug McBurnie Director 55
Ted. D. Morgan Director 56
</TABLE>
PHILIP J. MICCICHE was elected to serve as the Company's President and
Chief Executive Officer and to serve as a Director of the Company on April 25,
1997. From 1993 through 1995, Mr. Micciche was Chief Executive Officer for AXCIS
Information Networks, a provider of sports information data. From 1990 through
1992, Mr. Micciche was President for Dysan International/Magnetics L.P. and
oversaw its IPO in Hong Kong in 1991. From 1983 through 1990, he held several
executive management positions at Xidex Corp. In one of those positions, Mr.
Micciche brought the division from a loss to a substantial profit in less than
15 months. From 1983 through 1985, Mr. Micciche was Sr. VP Marketing at Xidex
Magnetics where sales increased $42 million in that 2 year time period (Xidex
merged with Dysan Corp. in 1985). Prior to 1983, Mr. Micciche has held
positions as CEO, VP Sales, Product Sales Manager and Chief Engineer for
various companies. Mr. Micciche received his BSEE from Northeastern
University in Boston.
2
<PAGE>
MITCHEL UNDERSETH has served as Chief Financial Officer of the Company
since November 25, 1996 with additional responsibilities for human resources.
Mr. Underseth was elected as a Director of the Company in October 1997. From
August 1992 through November 1996, Mr. Underseth was Chief Financial Officer for
Triptych CD/San Joaquin Packaging in Stockton, California. From March 1990
through April 1992, Mr. Underseth was Chief Financial Officer for Dysan
International/Magnetic L.P., a spin-off of Xidex's Flexible Disk Group. From
September 1986 through March 1990, Mr. Underseth was Vice President-Finance for
Xidex Flexible Disk Group and Rigid Oxide Group in Santa Clara, California. Mr.
Underseth received his M.B.A. from the University of Washington in Seattle and
his B.S. in Business from Lewis and Clark College in Portland, Oregon.
ANDREW INTRATER has been a Director, Secretary and Treasurer of the Company
since its organization in July 1993. He had been employed in various executive
capacities with the Company from its organization in July 1993 until March 1998
when he resigned from the Company's employment following the sale of the
Company's majority ownership position in Oryx Instruments & Materials
Corporation, since renamed as Oryx Instruments Corporation. Mr. Intrater is
currently the President and Chief Executive Officer of Oryx Instruments
Corporation. Mr. Intrater held various executive positions with ATI, the
Company's predecessor corporation, since 1981. Between September, 1988 and May,
1993, Mr. Intrater served as President of ATI and was a Director since 1983.
Mr. Intrater received his B.S. in Chemical Engineering from Rutgers University
and an M.S. in Materials Science from Columbia University.
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 from October 1993 until April 1997. Since March 1992, Dr.
Abeles has been a 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 Alamar
BioSciences, Inc., Sacramento, California, a publicly traded company which
produces diagnostic tests.
3
<PAGE>
JAY M. HAFT has been a Director of the Company since February 1995. He is
a strategic and financial consultant for growth stage companies. He is active
in international corporate finance, mergers and acquisitions, as well as in the
representation of emerging growth companies. He has actively participated in
strategic planning and fund raising for many high-tech companies, leading edge
medical technology companies and technical product, service and marketing
companies. He is a Managing General Partner of Gen Am "1" Venture Fund, an
international venture capital fund. Mr. Haft is also a Director of numerous
public and private corporations, including Robotic Vision Systems, Inc. (OTC),
Noise Cancellation Technologies, Inc. (OTC), Extech, Inc. (OTC), Encore Medical
Corporation (OTC), Viragen, Inc. (OTC), PC Service Source, Inc. (OTC), DUSA
Pharmaceuticals, Inc. (OTC), Oryx Technology Corp. (OTC) Thrift Management, Inc.
(OTC) and CCA Companies Incorporated (OTC). He serves as Chairman of the Board
of Noise Cancellation Technologies, Inc. and Extech, Inc. He is currently of
counsel to the law firm of Parker Duryee Rosoff & Haft, in New York. He was
previously a senior corporate partner of such firm (1989-1994), and prior to
that a founding partner of Wofsey, Certilman, Haft et al. (1966-1988). He is a
member of the Florida Commission for Government Accountability to the People,
Treasurer of the Miami Ballet and a Director of the Concert Association of
Florida. He is a graduate of Yale College and Yale Law School.
RICHARD HUBBARD has been a Director of the Company since October 1997. Mr.
Hubbard is currently an analyst with the VMR High Octane Fund at Value
Management & Research GmbH. The High Octane Fund invests in small to mid-cap
companies worldwide. Since 1991, Mr. Hubbard has been a founding member of
Namco, an African marine diamond mining and exploration company. He was a
director at Acomex Ltd. where he was involved in the launch of Video Plus (a
video coding and recording system) in the UK market. Mr. Hubbard was a founding
partner in Connolly and Hubbard Trading, a trading company specializing in
foreign exchange and commodities.
DOUG MCBURNIE has been a Director of the Company since July 1997. Mr.
McBurnie is Senior Vice President, Computer, Consumer & Network Products Group,
of VLSI Technology. He is responsible for VLSI's businesses in Advanced
Computing, ASIC's, Consumer Digital Entertainment and Local/Wide Area
Networking. Prior to joining VLSI, Mr. McBurnie was with National Semiconductor
where he was senior vice president and general manager of their Communications
and Consumer Group. Previously, he was vice
4
<PAGE>
president and general manager of National's Local Area Network Division.
Under his leadership, National became the recognized leader in networking
circuits, one of the top telecom IC suppliers, and has made a strong push
into consumer entertainment markets. Prior to joining National, he held key
executive positions at a number of Silicon Valley companies, including Xidex
Corporation, Precision Monolithics and Fairchild Semiconductor. Mr. McBurnie
holds a bachelor of arts degree in business administration from Baldwin
Wallace College in Berea, Ohio.
TED D. MORGAN has been a Director of the Company since 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 founded several
companies including the Office Club which merged with Office Depot in 1990.
ARVIND PATEL served as President and Chief Executive Officer of the
Company from its organization through April 1997. Mr. Patel also served as a
Director of the Company from its organization until October 1997. On April
25, 1997, Mr. Patel resigned as President and CEO and assumed the
responsibilities of Chairman of the Company's Board of Directors. Mr. Patel
resigned from the Board on October 14, 1997.
BOARD COMMITTEES AND MEETINGS
During the fiscal year ending February 28, 1998, there were four
Meetings of the Company's Board of Directors. Each Board member attended 90%
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 Compensation Committee was established on March 28, 1995. The
members of the Compensation Committee are Dr. John H. Abeles, Jay M. Haft and
Richard Hubbard, none of whom is an employee of the Company. The
Compensation Committee makes recommendations with respect to compensation of
senior officers and granting of stock options and stock awards.
There is no Nominating Committee of the Board of Directors.
5
<PAGE>
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 28, 1998, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten percent (10%) beneficial owners were complied with in a timely
manner.
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 compensation exceeded $100,000 for services rendered in all capacities for
the year ended February 28, 1998 and for the years ended February 28, 1997 and
February 29, 1996.
6
<PAGE>
<TABLE>
<CAPTION>
Name and Fiscal Other Annual
Principal Position Year Salary Bonus Compensation
- ------------------ ------- --------- ------ ---------------
<S> <C> <C> <C> <C>
Philip Micciche, 1998 $127,308 $ -- $4,000
President & CEO
Mitchel Underseth 1998 $137,558 $44,053* $3,600
CFO 1997 $ 31,900 $25,000** $1,200
Andrew Intrater, 1998 $135,000 $ -- $8,578***
Secretary/Treasurer 1997 $125,583 $ -- $8,578***
1996 $103,063 $ -- $8,578***
Arvind Patel, 1998 $25,519 $ -- $153,081****
President & CEO 1997 $168,866 $ -- $3,600
1996 $140,996 $ -- $3,600
</TABLE>
- -----------------------
* Mr. Underseth received a $44,053 performance bonus in March 1998
attributable to fiscal year 1998.
** Pursuant to Mr. Underseth's agreement to join Oryx, a $25,000 signing bonus
was paid to Mr. Underseth subject to a minimum employment of one year.
*** 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.
**** Mr. Patel ceased being President and CEO of the Company on April 25, 1997.
He remained a Director through the Company's Annual Meeting in October 1997.
Reflects $149,481 of severance payments pursuant to terms and conditions of the
separation agreement with Mr. Patel executed in June 1997.
The following table sets forth as to the Chief Executive Officer and each
of the executive officers named under the Summary Compensation Table, certain
information with respect to grants of options to purchase shares of Common Stock
of the Company as of and for the year ended February 28, 1998.
7
<PAGE>
<TABLE>
<CAPTION>
OPTION/SAR GRANTS
Year Ended February 28, 1998
Number of
Securities % of Total
Underlying Options/SARs Exercise
Option/SARs Granted to or Base
Granted Employees in Price ($ Exp.
Number (#) 1998 per share) Date
------------ -------------- ---------- --------
<S> <C> <C> <C> <C>
Philip Micciche 200,000 14% $1.38 4/29/02
320,000 23% $1.58 9/23/01
Mitchel Underseth 30,000 2% $1.26 6/26/01
290,000 21% $1.58 9/23/01
Andrew Intrater 290,000 21% $1.58 9/23/01
Arvind Patel 100,000 7% $1.94 4/29/02
</TABLE>
- -------------------
EMPLOYMENT AGREEMENTS
The Company entered into an employment agreement dated as of April 25, 1997
with Mr. Philip Micciche, terminable immediately by either party, providing for
annual compensation of $150,000 during the term of the agreement and increases
in salary based upon the compensation committee's recommendation. In the event
Mr. Micciche is terminated without cause by the Company, he will receive his
annual compensation for six months.
The Company entered into an employment agreement dated as of November 1,
1996 with Mr. Mitchel Underseth, terminable immediately by either party,
providing for annual compensation of $120,000, and with increases in salary
based upon the compensation committee's recommendation. In the event Mr.
Underseth is terminated without cause by the Company, he will receive his annual
compensation for six months.
The Company 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 and
increases in salary based upon the compensation committee's recommendation.
In the event Mr. Intrater is terminated without cause by the Company, he will
receive his annual compensation for 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
8
<PAGE>
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. On February 27, 1998, this employment
agreement terminated as Mr. Intrater resigned from the Company's employment
following the sale of the Company's majority ownership interest in Oryx
Instruments & Materials Corporation, since renamed as Oryx Instruments
Corporation. Mr. Intrater continues to serve as Director, Secretary and
Treasurer of the Company.
The Company entered into an employment agreement with Arvind Patel on
April 15, 1993, providing for annual compensation of $137,000 during the term
of the agreement. Mr. Patel's employment with the Company was terminated on
April 25, 1997. On June 6, 1997, Mr. Patel entered into a separation
agreement with the Company. Under the terms of the separation agreement Mr.
Patel received twelve months of severance through April 24, 1998 equivalent
to his monthly salary as of April 24, 1997. In 1993, Mr. Patel also entered
into a non-competition agreement with the Company which 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 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 Director as follows: $750.00 for each Board
Meeting attended in person, and $250.00 for each Board Meeting attended by
telephone. In addition, the Company grants each non-employee member of the
Board of Directors options as described below.
9
<PAGE>
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,
2,625,000 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 determines 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 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.
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The Company has issued options to purchase an aggregate of 2,422,000
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 as of April
30, 1998:
<TABLE>
<CAPTION>
Weighted
Average
Number Exercise
Name of Shares Price
----- ----------- ---------
<S> <C> <C>
Philip Micciche 520,000 $1.580
Mitchel Underseth 409,000 $1.705
Andrew Intrater 385,625 $1.666
Arvind Patel 341,569(1) $1.845
James Intrater 152,250 $1.484
Karen P. Shrier 84,000 $1.072
</TABLE>
Under the terms of the grant, the options will vest in various
increments over various periods following 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
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.
(1) Pursuant to Mr. Patel's separation agreement, his option grants will
remain exercisable for the term of ten years from the grant date.
DIRECTORS' NON-QUALIFIED STOCK OPTION PLAN
At the Company's 1996 Annual Stockholders' Meeting, the Company's
stockholders approved the establishment of the 1996 Directors Non-Qualified
Stock Option Plan (the "1996 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.
A total of 120,000 shares of Common Stock were reserved for issuance to the
Company's Outside Directors upon exercise of non-
11
<PAGE>
qualified options. The 1996 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 1996 Directors Plan,
Outside Directors received options to purchase 30,000 shares of the Company's
Common Stock, effective as of April 1, 1996 or such later date on which any
such Outside Director was appointed to the Board of Directors. However, the
grant date of such initial grants was September 20, 1996, the date of the
Company's Annual Meeting of Stockholders at which the 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 1996 Directors Plan will initially receive options to
purchase 30,000 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 October 1997, outside director, Mr. Hubbard, was granted options to
purchase 30,000 shares of the Company's Common Stock.
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 "1995 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. The Board of Directors and the Compensation
Committee therefore 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
1995 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 1995 Directors Plan, Outside Directors 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 each such Outside Director
was appointed to the Board of Directors. However, the grant date of such
initial grants for purposes of determining the exercise price was August 1,
1995, the date of the Company's Annual Meeting of Stockholders at which the
1995 Directors Plan was approved. 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
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<PAGE>
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. On September 24,
1997, Messrs. Hubbard and McBurnie were granted options to purchase 15,000
and 45,000 shares of the Company's Common Stock, respectively.
All options granted under the 1995 and 1996 Directors Plans 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 1995 & 1996
Directors Plans 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
ceases to serve as a Board Member, options that are vested through the date
of such resignation or cessation may be exercised for a period of three
months thereafter. Both 1995 and 1996 Directors Plans provide 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
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. An
additional 25,000 shares, at an exercise price of $1.26, was issued to
Materials Modification, Inc. on June 25, 1996.
On April 1, 1996, the Company issued a nonqualified option to John
Larson, a consultant to the Company, to purchase 30,000 shares of the
Company's Common Stock at an exercise price of $1.31 per share. The option
is presently fully vested.
On February 27, 1998, in consideration for a bridge loan, the Company
issued a Stock Warrant to a financial institution to
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<PAGE>
purchase 174,546 shares of the Company's Common Stock at an exercise price of
$1.15 per share. This Warrant shall be exercisable at any time from the date
hereof until February 27, 2001.
On April 27, 1998, the Company issued non-statutory options to former key
employees of Oryx Power Products to purchase a total of 205,000 shares of the
Company's Common Stock at an exercise price of $0.95 per share. The exercise
price on these grants will be reduced according to a formula based upon the
level of earn-out the Company achieves pursuant to its sale agreement with Todd
Power Corporation If the Company receives the maximum $4,000,000 under the
earn-out, then the exercise price will be reduced to $0.25 per share. These
options will vest only if the key employees remain employed with Todd Power
Corporation through May 31, 1999, the earn-out period.
SUBSIDIARY STOCK PLANS
In November 1995, the Company's subsidiary, SurgX Corporation, adopted a
stock option plan under which the Board of Directors of SurgX granted options to
management to purchase Class B common shares in the subsidiary at the fair
market value of such shares as determined by the SurgX Board of Directors.
Class B common shares authorized for issuance in SurgX are identical to the
10,000,000 shares of Class A common shares owned by the Company, except that the
Class A common shares possess a liquidation preference. 1.5 million shares of
SurgX Class B common shares are available for issuance under this stock plan.
Such options are not transferable except in the event of a public offering of
the subsidiary's stock, and may be re-purchased by SurgX at its option. Grants
under the plan are for amounts, vesting periods and option terms established by
the SurgX Board of Directors. As of April 30, 1998, there were 304,000 SurgX
stock options granted which vest ratably over a five year period.
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 April 30, 1998 (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 April 30,
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<PAGE>
1998, there were issued and outstanding 13,124,821 shares of Common Stock of
the Company.
<TABLE>
<CAPTION>
Number of Percent of
Name and Address Shares of Beneficially
or Identity of Group Common Stock Owned
- --------------------- ---------------- ------------
<S> <C> <C>
Philip Micciche (1)
1100 Auburn Street 66,667 *
Fremont, CA 94538
Mitchel Underseth (2) 33,000 *
1100 Auburn Street
Fremont, CA 94538
Andrew Intrater (3) 294,959 2.2%
47341 Bayside Parkway
Fremont, CA 94538
John Abeles (4) 536,672 4.1%
2365 Northwest 41st Street
Boca Raton, FL 33431
Jay M. Haft(5) 151,300 1.2%
2 Grove Isle Dr, #1208B
Coconut Grove, FL 33122
Ted D. Morgan (6) 29,700 *
1304 S. Point Boulevard, Ste. 220
Petaluma, CA 94954
Windstar Investments N.V.(7) 1,163,947 8.9%
200 East Broward Blvd.,
Suite 1900
Fort Lauderdale, FL 33302
AIB Govett Asset Mgmt. Ltd. 930,000 7.1%
Shackleton House
4 Battle Bridge Lande
London, England S31 2HR
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<PAGE>
VMR High Octane Fund 842,105 6.4%
c/o Meespeirson Fund Services
19-20 North Quay
Douglas, Isle of Man 1M991M
Arvind Patel (8) 484,569 3.7%
425 Alvardo Street
San Francisco, CA 94114
All Officers and Directors
as a Group (8 persons) (9) 1,596,867 12.2%
</TABLE>
___________________________
* Represents less than 1%
(1) Represents shares subject to stock options exercisable as of April 30, 1998
or within 60 days thereafter.
(2) Represents shares subject to stock options exercisable as of April 30, 1998
or within 60 days thereafter.
(3) Includes 61,875 shares subject to stock options exercisable as of April 30,
1998 or within 60 days thereafter, 500 shares of Common Stock issuable upon
conversion of Warrants.
(4) Includes 303,008 shares of Common Stock held by Northlea Partners Ltd. 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 37,000 shares of Common
Stock issuable upon conversion of Warrants, held by Northlea Partners. Also
includes 55,500 shares subject to stock options exercisable as of April 30,
1998 or within 60 days thereafter. Also includes 96,789 shares of Common
Stock issuable upon conversion of the 1996 Bridge Warrant.
(5) Includes 55,500 shares subject to stock options exercisable as of April 30,
1998 or within 60 days thereafter. Also includes 22,000 shares of common
stock issuable upon conversion of Warrants.
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<PAGE>
(6) Represents shares subject to stock options exercisable as of April 30, 1998
or within 60 days thereafter.
(7) Includes 497,280 shares of common stock issuable upon conversion of
warrants.
(8) Represents 341,569 shares subject to stock options exercisable as of April
30, 1998 or within 60 days thereafter, 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.
(9) Includes an aggregate of 822,475 shares issuable upon exercise of warrants
and stock options and conversion of Preferred Stock, included pursuant to
notes (1)-(6,8).
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
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 for a consideration of $430,000 principal amount. Mrs. Judith A.
Schindler, wife of Bruce L. Schindler, then 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, then the Company's
Chief Financial Officer, acquired 10,000 shares for $7,500 consideration.
Arvind Patel, then 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, then a director, received warrants to
purchase 117,049 shares of Common Stock relating to this bridge loan. Arvind
Patel, then a Director and President and CEO of the
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<PAGE>
Company, received warrants to purchase 16,096 shares of Common Stock relating
to this bridge loan.
In August 1997, the Company sold, to qualified private investors, 2,000,000
shares of its Series A Preferred Stock holdings in DAS Devices for $1,400,000.
Of the 2,000,000 shares sold, approximately 19%, or 378,572 shares, were
purchased by certain Directors and key employees of the Company under the same
terms and conditions as the other purchasers. Of the 378,572 shares purchased,
142,857 shares were purchased by Arvind Patel, then President and Chief
Executive Officer of the Company.
Item 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K
None
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<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this amended Report to be signed on its behalf by the undersigned
thereunto duly authorized on this 26th day of June, 1998.
ORYX TECHNOLOGY CORP.
By: /S/ PHILIP J. MICCICHE
----------------------------
Philip J. Micciche,
President & CEO
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the Registrant, and in the capacities and on
the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------- ------ ------
<S> <C> <C>
/s/ Philip J. Micciche President, CEO June 26, 1998
- -------------------------- and Director
Philip J. Micciche
/s/ Mitchel Underseth Chief Financial June 26, 1998
- ------------------------- Officer and Director
Mitchel Underseth
/s/ Andrew Intrater Secretary, Treasurer June 26, 1998
- ------------------------- And Director
Andrew Intrater
/s/ John H. Abeles Director June 26, 1998
- -------------------------
John H. Abeles
/s/ Jay M. Haft Director June 26, 1998
- -------------------------
Jay M. Haft
/s/ Richard Hubbard Director June 26, 1998
- ------------------------
Richard Hubbard
19
<PAGE>
/s/ Doug McBurnie Director June 26, 1998
- -----------------------
Doug McBurnie
/s/ Ted D. Morgan Director June 26, 1998
- -----------------------
Ted D. Morgan
</TABLE>
20
