<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
For the fiscal year ended February 28, 1999
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission file number 1-12680
ORYX TECHNOLOGY CORP.
---------------------
(Name of small business issuer 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
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)
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Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past
twelve (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 ninety (90) days. Yes /X/ No / /
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB./X/
Issuer's revenues from continuing operations for its most recent fiscal
year were $4,642,000.
As of April 30, 1999, 15,261,439 shares of Common Stock and Preferred Stock
convertible into 43,750 shares of Common Stock of Registrant were outstanding.
The aggregate market value of the shares of Common Stock held by non-affiliates
of registrant, based on the average of the closing bid and asked prices on April
30, 1999: $2-3/16 and $2-1/4 quoted by the National Association of Securities
Dealers Automated Quotation System ("NASDAQ"), was approximately $30,815,662.(1)
Transitional Small Business Disclosure Format (check one): Yes / / No /X/
DOCUMENTS INCORPORATED BY REFERENCE
NONE
- ----------
(1) For purposes of this Report, shares held by non-affiliates were
determined by the number of shares held by officers and directors of the
registrant, and by others who, to Registrant's knowledge, own 5% or more of
Registrant's Common Stock, including shares of Preferred Stock convertible into
Common Stock, and subtracting those shares from the total number of shares
outstanding. The price quotation supplied by NASDAQ represent prices between
dealers and do not include retail mark-up, markdown or commission and do not
represent actual transactions.
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<PAGE>
Items 9, 10, 11 and 12 of Part III of the Annual Report on Form 10-KSB for
the fiscal year ended February 28, 1999 of Oryx Technology Corp. (the "Company"
or the "Registrant") previously filed with the Securities and Exchange
Commission (the "Commission") are hereby amended and restated to read in their
entirety as follows:
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 as of
February 28, 1999 are as follows:
<TABLE>
<CAPTION>
Name Position Age
---- -------- ---
<S> <C> <C>
Philip J. Micciche President, CEO and Director 65
Mitchel Underseth CFO and Director 42
Andrew Intrater Secretary, Treasurer and 37
Director
Dr. John H. Abeles Director 54
Jay M. Haft Director 63
Richard Hubbard Director 39
Doug McBurnie Director 56
Ted. D. Morgan Director 57
</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 of AXCIS
Information Networks, a provider of sports information data. From 1990 through
1992, Mr. Micciche was President of Dysan International/Magnetics L.P. and
oversaw its initial public offering 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
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<PAGE>
1985, Mr. Micciche was Senior Vice President Marketing at Xidex Magnetics,
where sales increased $42 million in that two (2) year time period (Xidex
merged with Dysan Corp. in 1985). Prior to 1983, Mr. Micciche held
positions as Chief Executive Officer, Vice President Sales, Product Sales
Manager and Chief Engineer for various companies. Mr. Micciche received his
BSEE from Northeastern University in Boston.
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 of
Triptych CD/San Joaquin Packaging in Stockton, California. From March 1990
through April 1992, Mr. Underseth was Chief Financial Officer of 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 of
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 previously held various executive positions with
ATI, the predecessor corporation to the Company. 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 a 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,
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<PAGE>
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, Pharma Print Corporation, which manufactures botanical products,
Encore Medical Corporation, which is an orthopedic implant concern and
Ambersand Medical Inc., which is researching medical diagnostic equipment.
JAY M. HAFT has been a Director of the Company since February 1995. He is
a strategic and financial consultant for growth stage companies and 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),
NCT Group, Inc. (OTC), DECAP Group (OTC), Encore Medical Corporation (OTC), PC
Service Source, Inc. (OTC), DUSA Pharmaceuticals, Inc. (OTC), and Thrift
Management, Inc. (OTC). He serves as Chairman of the Board of Noise Cancellation
Technologies, Inc. He is currently of counsel to the law firm of Parker Duryee
Rosoff & Haft, in New York. Mr. Haft 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). Mr. Haft is a past member of the Florida
Commission for Government Accountability to the People, Treasurer of the Miami
Ballet and a trustee of Florida International University. 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 a director and 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 United
Kingdom market. Mr. Hubbard was a founding partner in Connolly and Hubbard
Trading, a trading company specializing in foreign exchange and commodities.
5
<PAGE>
DOUG MCBURNIE has been a Director of the Company since July 1997. Mr.
McBurnie is retired. He was formerly Senior Vice President, Computer, Consumer &
Network Products Group, of VLSI Technology. In that position he was 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 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 made a strong push into
consumer entertainment markets. Prior to joining National Semiconductor, 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.
All directors are elected annually by the stockholders of the Company and
serve until their respective successors are duly elected and qualified.
BOARD COMMITTEES AND MEETINGS
During the fiscal year ending February 28, 1999, there were nine 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 except for Ted D.
Morgan.
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 employees of the Company. The Compensation Committee
makes recommendations with respect to compensation of senior officers and
granting of stock
6
<PAGE>
options and stock awards. The Compensation Committee met two times during
the fiscal year ended February 28, 1999.
The Audit Committee was established on March 28, 1995. The members of the
Audit Committee are Jay Haft, and Ted Morgan, neither of whom is an employee 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 did not meet during the
fiscal year ended February 28, 1999.
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 Securities Exchange Act of 1934, as amended 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 and amendments thereto furnished to the Company and written
representations from the reporting persons that no other reports were required
during the fiscal year ended February 28, 1999, the Company believes that all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten percent (10%) beneficial owners were complied with during the
fiscal year ended February 28, 1999.
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, 1999 and for the years ended February 28, 1998 and
February 29, 1997.
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<PAGE>
Summary Compensation Table
<TABLE>
<CAPTION>
Name and Principal Fiscal Other Annual All Other
Position Year Salary Bonus Compensation Compensation
- -------- ---- ------ ----- ------------ ------------
<S> <C> <C> <C> <C> <C>
Philip Micciche, 1999 $ 158,542 $ - $ - -
President & Chief 1998 $ 127,308 $ - $4,000(1) -
Executive Officer
Mitchel Underseth 1999 $ 126,377 $ - $3,600(2) -
Chief Financial 1998 $ 137,558 $44,053(3) $3,600(2) -
Officer 1997 $ 31,900 $25,000(4) $1,200(2) -
Andrew Intrater, 1999 $ - $ - - -
Secretary/Treasurer 1998 $ 135,000 $ - - $8,578(5)
1997 $ 125,583 $ - - $8,578(5)
</TABLE>
(1) Other annual compensation consists of payment for consulting services
provided by Mr. Micciche to the Company.
(2) Other annual compensation consists of payments to Mr. Underseth in lieu of
Company supplied health benefits.
(3) Mr. Underseth received a $44,053 performance bonus in March 1998
attributable to fiscal year 1998.
(4) Pursuant to Mr. Underseth's agreement to join the Company, a $25,000
signing bonus was paid to Mr. Underseth, subject to a minimum employment period
of one year.
(5) Other compensation consists of premiums paid on behalf of Mr. Intrater for
term life insurance in the face amount of $1,000,000, which is payable to Mr.
Intrater's beneficiary upon his death, less the amount of the premiums
theretofore paid on his behalf which are remitted to the Company.
8
<PAGE>
The following table sets forth as to the Chief Executive Officer and each
of the executive officers named under the Summary Compensation Table, certain
information with respect to grants of options to purchase shares of Common Stock
of the Company as of and for the year ended February 28, 1999.
OPTION/SAR GRANTS
Year Ended February 28, 1999
<TABLE>
<CAPTION>
Number of
Securities Percent of Total
Underlying Options/SARs Exercise
Option/SARs Granted to or Base
Granted Employees in Price Exp.
Number (#)(1) Fiscal Year 1999(2) ($/Sh) Date
------------- ------------------- ------ ----
<S> <C> <C> <C> <C>
Philip Micciche 360,000 44% $1.37 4/27/01
Mitchel Underseth 160,000 20% $1.37 4/27/01
Andrew Intrater -0- - - -
</TABLE>
- -----------------
(1) Options granted in this table have exercise prices equal to the fair market
value of the Company's Common Stock on the date of grant. All such options
become exercisable at a rate of 1/36th per month following the date of grant,
for a total three year vesting period following the date of grant.
(2) The Company granted options to purchase a total of 812,000 shares of Common
Stock to employees for the year ended February 28, 1999.
9
<PAGE>
Aggregate Option/SAR Exercises In Last Fiscal
Year and Fiscal Year-End Option SAR/Values
<TABLE>
<CAPTION>
Value of
Number of unexercised
unexercised in-the-money
Shares Options/SARS Options/SARS
Acquired on Value at FY-end (#) at FY-end($)
Exercise Realized exercisable/ exercisable/
Name (#) (#) unexercisable unexercisable(1)
- ---- ----------- -------- ------------- ----------------
<S> <C> <C> <C> <C>
Philip Micciche 0 0 336,720/543,280 227,978/366,790
Mitchel Underseth 0 0 239,058/330,942 121,654/182,605
Andrew Intrater 0 0 234,689/150,936 98,066/78,936
</TABLE>
- -----------------------
(1) Calculated on the basis of the closing price of $2.125 per share on
February 28, 1999 minus the exercise price.
EMPLOYMENT AGREEMENTS
The Company entered into an employment agreement dated as of April 25, 1997
with Mr. Philip Micciche, Chief Executive Officer, terminable immediately by
either party, providing for annual compensation of $150,000 to Mr. Micciche
during the term of the agreement and increases in salary based upon the
recommendation of the Compensation Committee. 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, Chief Financial Officer, terminable immediately
by either party, providing for annual compensation of $120,000, with increases
in salary based upon the recommendation of the Compensation Committee. 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, Secretary and Treasurer, 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 recommendation of the
Compensation Committee. In the event Mr. Intrater is terminated
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without cause by the Company, he will receive his annual compensation for six
months. Mr. Intrater also entered into a non-competition agreement with the
Company which restricts his engagement in competitive activities during the
term of his employment and prohibits him from soliciting customers and
employees of the Company for a period of twelve months following termination
of his employment. This agreement also requires Mr. Intrater to maintain the
confidentiality of information and proprietary data relating to the Company
and its activities. On February 27, 1998, these agreements terminated upon
Mr. Intrater's resignation from the Company. Mr. Intrater continues to serve
as Director, Secretary and Treasurer of the Company.
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 stock options under the Director's Non-Qualified Stock Option
Plans as described below.
DESCRIPTION OF INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
On March 3, 1993, the Company adopted the Incentive and Nonqualified Stock
Option Plan (the "Plan") pursuant to which, 3,625,000 shares of Common Stock
have been reserved for issuance to officers, directors, employees and
consultants of the Company upon exercise of options granted under the Plan. 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. Options granted under the Plan may be designated
as "incentive stock options" within the meaning of Section 422 of the Internal
Revenue Code of 1986 or nonstatutory options. 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
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<PAGE>
each option and the option price. The Plan terminates on March 3, 2003.
Options under the Plan may be granted to officers, directors, employees and
consultants of the Company, provided that only employees may be granted
incentive stock options. The exercise price of any incentive stock option
granted under the Plan 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
exercise price of nonstatutory stock options 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 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 have a term greater than five years. The Compensation Committee has the
power to impose additional limitations, conditions and restrictions in
connection with the grant of any option.
There are issued and outstanding options to purchase an aggregate of
2,962,413 shares of Common Stock pursuant to the Plan. The following officers
and key employees of the Company have been granted options under the Plan at the
weighted average exercise prices described below as of April 30, 1999:
<TABLE>
<CAPTION>
Weighted
Average
Number Exercise
Name Of Shares Price
---- --------- --------
<S> <C> <C>
Philip Micciche 880,000 $1.449
Mitchel Underseth 570,000 $1.611
Andrew Intrater 385,625 $1.666
James Intrater 152,250 $1.484
Karen P. Shrier 84,000 $1.072
</TABLE>
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<PAGE>
DIRECTORS' NON-QUALIFIED STOCK OPTION PLANS
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.
A total of 225,000 shares of Common Stock have been reserved for
issuance exercise of non-qualified options under the 1995 Directors Plan. 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. 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. Each Outside Director will also receive options to
purchase 15,000 shares of the Company's Common Stock at such time as his or
her initial grants are fully vested. All options granted under the 1995
Directors Plan vest in three (3) equal annual installments on the first,
second and third anniversaries of the date of the grant, provided that the
outside Director continues to serve on the Company's Board of Directors as of
such dates.
At the Company's 1996 Annual Stockholders' Meeting, the Company's
stockholders approved 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 250,000 shares of Common Stock have been reserved for
issuance upon exercise of non-qualified options under the 1996 Directors
Plan. The 1996 Director's Plan is administered by the Compensation Committee
of the Company's Board
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<PAGE>
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.
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.
Ten thousand (10,000) of the option shares granted under the 1996 Directors
Plan vest on the date of grant and the balance vest in equal annual
installments on the first and second anniversaries of the date of grant,
provided that the Outside Director continues to serve on the Company's Board
of Directors as of such dates.
The exercise price of the options granted under the 1995 and 1996 Directors
Plans will equal 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 the
1995 and 1996 Directors Plans provide, respectively, that such plan 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 under the 1995 Directors Plan or the 1996 Directors
Plan.
On April 27, 1998, Jay Haft, John Abeles and Ted Morgan were each granted
options to purchase an aggregate of 45,000 shares of the Company's Common Stock.
These grants were issued from the 1995 Directors Plan, 1996 Directors Plan and
the Incentive Nonqualified Stock Option Plan.
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<PAGE>
ADDITIONAL GRANTS OF OPTIONS
On February 27, 1998, in consideration for a bridge loan, the Company
issued a stock warrant to a financial institution to 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 until February 27, 2001.
In fiscal 1999, as part of its sale of the Power Products business, 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. In addition, the Company issued a
non-statutory option to a former key employee of Oryx Power Products to
purchase 50,000 shares of the Company's Common Stock at an exercise price of
$0.25 per share.
On August 7, 1998, the Company entered into a Market Access Program
Marketing Agreement with Continental Capital & Equity Corporation
("Continental") pursuant to which the Company agreed to issue to Continental up
to 202,500 shares of Oryx Common Stock, subject to an escrow provision expiring
on August 1, 1999, and a two (2) year warrant to purchase 60,000 shares of the
Company's Common Stock, at an exercise price of $1.09 per share.
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. 1,500,000 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 the Company at its option.
Grants under the plan are for amounts, vesting periods and option terms
established by the SurgX Board of
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<PAGE>
Directors. As of April 30, 1999, there were 304,000 SurgX stock options
granted which vest ratably over a five year period.
Item 11. 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, 1999 (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, 1999, there were
issued and outstanding 15,261,439 shares of Common Stock of the Company.
<TABLE>
<CAPTION>
Name and Address Number of
of Beneficial Shares of Percent of
Owner Common Stock Class
- ---------------- ------------ ----------
<S> <C> <C>
Philip Micciche 365,048(1) 2.4%
1100 Auburn Street
Fremont, CA 94538
Mitchel Underseth 264,262(2) 1.7%
1100 Auburn Street
Fremont, CA 94538
Andrew Intrater 432,116(3) 2.8%
47341 Bayside Parkway
Fremont, CA 94538
John Abeles 571,935(4) 3.7%
2365 Northwest 41st Street
Boca Raton, FL 33431
Jay M. Haft 202,259(5) 1.3%
2 Grove Isle Dr, #1208B
Coconut Grove, FL 33122
Richard Hubbard 25,000(6) *
130, Minories
London, EC3N 1NT U.K.
</TABLE>
16
<PAGE>
<TABLE>
<S> <C> <C>
Doug McBurnie 25,000(7) *
1109 McKay Drive, MS 24
San Jose, CA 95131
Ted D. Morgan 65,000(8) *
1304 S. Point Boulevard, Ste. 220
Petaluma, CA 94954
VMR High Octane Fund 842,105 5.5%
c/o Meespeirson Fund Services
19-20 North Quay
Douglas, Isle of Man 1M991M
Windstar Investments N.V. 1,174,220(9) 7.7%
200 East Broward Blvd.,
Suite 1900
Fort Lauderdale, FL 33302
All Officers and Directors
as a Group (8 persons) (10) 1,950,620 12.8%
</TABLE>
- -------------------
* Represents less than 1% of the outstanding shares
(1) Represents shares subject to stock options exercisable as of April 30, 1999
or within 60 days thereafter.
(2) Represents shares subject to stock options exercisable as of April 30, 1999
or within 60 days thereafter.
(3) Includes 249,783 shares subject to stock options exercisable as of April
30, 1999 or within 60 days thereafter and 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 37,764 shares of Common
Stock issuable upon conversion of Warrants, held by Northlea Partners.
Also includes 90,000 shares subject to stock options exercisable as of
April 30, 1999 or within 60 days thereafter. Also includes 96,789 shares
of Common Stock issuable upon conversion of the 1996 Bridge Warrant.
17
<PAGE>
(5) Includes 90,000 shares subject to stock options exercisable as of April 30,
1999 or within 60 days thereafter. Also includes 22,659 shares of common
stock issuable upon conversion of Warrants.
(6) Represents shares subject to stock options exercisable as of April 30, 1999
or within 60 days thereafter.
(7) Represents shares subject to stock options exercisable as of April 30, 1999
or within 60 days thereafter.
(8) Represents shares subject to stock options exercisable as of April 30, 1999
or within 60 days thereafter.
(9) Includes 507,553 shares of common stock issuable upon conversion of
warrants.
(10) Includes an aggregate of 1,376,180 shares issuable upon exercise of
warrants and stock options and conversion of Preferred Stock, included
pursuant to notes (1)-(9).
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
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.
In July, 1998, the Company extended an unsecured loan in the aggregate
principal amount of $35,000 to Mitchel Underseth, Chief Financial Officer and a
Director of the Company pursuant to the terms of a promissory note (the "Note").
The Note bears interest of seven percent (7.0%) per annum and is payable in full
on the earlier of (i) July 15, 2000 or (ii) thirty days after Mr. Underseth's
full-time employment with the Company is terminated (the "Maturity Date").
Principal and interest under the Note are payable in full on the Maturity Date.
As of February 28, 1999, there was outstanding principal and interest of $32,927
under the Note.
In February, 1999 the Company received approximately 55,000 shares of
Common Stock of Applied Magnetics Corp. ("Applied
18
<PAGE>
Magnetics") assigned to it by the Company's Chief Executive Officer, Philip
Micciche. Mr. Micciche received shares pursuant to a non-competition
agreement executed by Mr. Micciche in connection with his providing
consulting services to DAS Devices, Inc. ("DAS"), a magnetic read-write head
manufacturer that recently merged with Applied Magnetics. The shares of
Applied Magnetics Common Stock received by the Company in this transaction
will be restricted until a registration statement filed by Applied Magnetics
with the Commission is declared effective by the Commission.
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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>
President, Chief
/s/ Philip J. Micciche Executive Officer June 25, 1999
- ---------------------- and Director
Philip J. Micciche (Principal Executive
Officer)
Chief Financial June 25, 1999
/s/ Mitchel Underseth Officer and Director
- --------------------- (Principal Financial
Mitchel Underseth Officer and Principal
Accounting Officer)
/s/ Andrew Intrater Secretary, Treasurer June 25, 1999
- ------------------- and Director
Andrew Intrater
/s/ John H. Abeles Director June 25, 1999
- ------------------
John H. Abeles
/s/ Jay M. Haft Director June 25, 1999
- ---------------
Jay M. Haft
</TABLE>
20
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Richard Hubbard Director June 25, 1999
- -------------------
Richard Hubbard
/s/ Doug McBurnie Director June 25, 1999
- -----------------
Doug McBurnie
/s/ Ted D. Morgan Director June 25, 1999
- -----------------
Ted D. Morgan
</TABLE>
21
