SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-KSB/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1996
Commission File Number 1-12840
CSL LIGHTING MANUFACTURING, INC.
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(Exact name of registrant as specified in its charter)
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<S> <C>
Delaware 95-4463033
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
27615 Avenue Hopkins, Valencia, California 91355-3447
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number (805)257-4155
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Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
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Common, par value $.01 per share NASDAQ
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Securities registered under Section 12(g) of the Exchange Act:
Common, par value $.01 per share
(Title of class)
The Issuer hereby amends its Annual Report on Form 10-KSB for the year ended
December 31, 1996 to include the information required by Part III, Items 10, 11
and 12.
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ITEM 10
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EXECUTIVE COMPENSATION
The following table sets forth certain information with respect to the
annual and long-term compensation of the Company's Chief Executive Officer, and
the other most highly paid executive officers of the Company who earned more
than $100,000 during the fiscal year ended December 31, 1996 (the "Named
Executive Officers").
Summary Compensation Table
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Long Term Compensation
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Annual Compensation Awards Payout
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(a) (b) (c) (d) (e) (f) (g) (h) (i)
Year Other All
Ending Annual Restricted Other
December Annual Compen Stock Options/ LTIP Compen
Name and Principal Position 31, Salary Bonus -sation Awards(1) SARS Payouts -sation
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Sylvan Gerber 1996 $98,077 --- --- $16,250 --- --- ---
Chief Executive Officer 1995 11,250 --- --- 2,500 --- --- ---
1994 71,666 --- --- --- --- ---
Scott Searle 1996 $299,030 --- --- $16,250 --- --- ---
President 1995 86,500 --- --- 2,500 --- --- ---
1994 --- --- --- --- --- --- ---
Mark Allen 1996 $180,125 --- --- $32,500 --- --- ---
Chief Operating Officer, 1995 112,325 --- --- 5,000 --- --- ---
Vice President of Finance 1994 --- --- --- --- --- --- ---
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(1)In November 1995, the Company issued 100,000, 100,000 and 200,000 shares of
its common stock pursuant to restricted stock bonus grants to Sylvan Gerber
its Chairman and Chief Executive Officer, Scott Searle its President and Mark
Allen its Chief Operating Officer, respectively. Such shares vest ratably
over a period of ten years. The unvested portion is subject, upon the
occurrence of certain events, to either forfeiture or accelerated vesting.
The aggregate value of such restricted stock bonus grants to Mssrs. Gerber,
Searle and Allen (calculated by multiplying closing market price of the
Company's unrestricted stock on the date of grant by the number of shares
awarded) was $162,500, $162,500 and $325,000, respectively.
Employment Agreements
In August 1995, the Company entered into an employment agreement with
Scott Searle, for a term expiring in September 1997, pursuant to which Mr.
Searle serves as President of the Company. Mr. Searle's agreement provides for a
base salary of $275,000.
In July 1995, the Company entered into employment agreements with each of
Sylvan Gerber and Mark Allen, for terms expiring in October 1998, pursuant to
which they serve as Chairman of the Board and Chief Executive Officer and
Executive Vice President and Chief Operating Officer, respectively. Mr. Gerber's
and Mr. Allen's agreements provide for a base salary of $150,000 and for
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the payment to them upon "change of control" (as defined in the agreements) of
an amount equal to the greater of $150,000 or the compensation remaining due to
each individual for the balance of the employment term.
All of the Company's employment agreements contain strict confidentiality
provisions and non-competition covenants. Compensation is subject to annual
increases and bonuses at the discretion of the Board of Directors. The
agreements also entitle the individuals to participate in any employee benefit
plans, such as group life, health, hospitalization and life insurance offered by
The Company. Under each of these agreements, each officer's employment shall
terminate upon death or disability of the employee and may be terminated by the
Company for "cause," which is defined as, among other things, an act of fraud or
embezzlement, material gross misconduct, conviction of a felony involving moral
turpitude, breach of the employee's non-competition or confidentiality
covenants.
Option Grants in Fiscal Year 1996 and Fiscal Year-End Option Values
No options were granted or outstanding to any Named Executive Officer
under the Option Plans at December 31, 1996.
Directors' Compensation
The Company pays a fee of $500 per meeting to outside directors as
compensation for their services rendered as directors. Each Director is
reimbursed by the Company for expenses incurred in attending Director's meetings
and meetings of its committees.
ITEM 11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
("SEC"). Officers, directors and greater than ten-percent shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file. Based solely on review of the copies of such forms
furnished to the Company, or written representations that no Forms 5 were
required, the Company believes that all Section 16(a) filing requirements
applicable to its officers and directors were complied with except as follows:
Mark Allen, one report regarding one transaction.
The following table, together with the accompanying footnotes, sets forth
information, as of April 25, 1997 regarding stock ownership of all persons known
by the Company to own beneficially 5% or more of the Company's outstanding
Common Stock, all directors, each of the Named Executive Officers and directors
and executive officers of the Company as a group:
Number of
Shares Percent
Name and Address Beneficially of
of Beneficial Owner Owned Ownership
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Sylvan Gerber (1) 1,511,909 17.9%
Mark Allen (2) 244,500 3.0%
Bert Finmark (3) 275,900 3.3%
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Scott Searle 100,000 1.2%
Michael Smith (4) 150,000 1.8%
Dhananjay Wadekar 0 --
Directors and Officers as a Group
(6 persons)(5) 2,282,309 26.2%
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(1) Includes (i) 206,250 common shares that are subject to a seven year escrow
agreement with H.J. Meyers & Co., Inc. (Formerly Thomas James &
Associates, Inc.), the underwriter of the Company's initial public
offering ("H.J. Meyers"), (ii) an aggregate of 150,000 common shares that
Mr. Gerber has gifted in equal amounts to his three adult children, all
shares are subject to a ten year voting trusts of which Mr. Gerber is the
sole voting trustee, and (iii) 215,000 shares subject to currently
exercisable warrants. The address of Mr. Gerber is c/o CSL Lighting
Manufacturing, Inc., 27615 Avenue Hopkins, Valencia, California
91355-3493.
(2) Includes 32,000 shares subject to currently exercisable warrants.
(3) Includes 170,000 shares subject to currently exercisable warrants.
(4) Includes (i) 75,000 shares subject to currently exercisable warrants
including 25,000 held by Mr. Smith as custodian for his minor nieces,
and (ii) 25,000 shares held by Mr. Smith as custodian for the same
minors. Mr. Smith disclaims beneficial ownership of the securities held
for the benefit of such minors.
(5) Includes 492,000 shares subject to currently exercisable warrants.
ITEM 12
CERTAIN TRANSACTIONS
In August 1995, Bert Finmark, a director of the Company, lent to the
Company the sum of $200,000 pursuant to a promissory note due in August 1997,
bearing interest at the rate of nine percent per annum. In connection with the
loan transaction, the Company issued to Mr. Finmark a warrant to purchase 70,000
Common Shares at $1.75 per share. The warrant provides Mr. Finmark with
piggy-back registration rights with respect to the shares underlying the
warrant. In March 1996, Mr. Finmark converted $100,000 of such debt into 100,000
shares of Common Stock and received warrants to purchase 100,000 shares of
Common Stock at $2.00 per share. The conversion terms were identical to the
terms of the Company's private placement financing consummated during the same
period.
In September 1995, Sylvan Gerber, the Chairman and Chief Executive Officer
of the Company, extended his loan of $147,000 to the Company for an additional
two-year period. This loan is evidenced by a subordinated note (the
"Subordinated Note") bearing interest at the rate of nine percent per annum.
Payments of interest are payable monthly in arrears with principal due upon
maturity. Further, during 1995, Mr. Gerber advanced to the Company $100,000 for
working capital purposes, no portion of which was outstanding at December 31,
1995. In November 1995, in consideration for the loan extension and advances,
the Company granted Mr. Gerber a warrant to purchase 115,000 shares of the
Company's Common Stock at $1.75 per share, exercisable during the five year
period following issuance. In addition, the Company granted Mr. Gerber
"piggy-back" registration rights with respect to the shares issuable upon
exercise of the warrant.
In March 1996, Sylvan Gerber, converted the Subordinated Note into
106,909 shares of Common Stock (at a conversion price of $1.375 per share which
approximated fair market value on such date). In addition, in March 1996, Mr.
Gerber converted an additional $100,000 of notes payable
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from the Company into 100,000 shares of Common Stock and received warrants to
purchase 100,000 shares of Common Stock at $2.00 per share. The conversion terms
were identical to the terms of the Company's private placement financing
consummated during the same period. The Company currently has a note payable to
Mr. Gerber in the principal amount of $78,000.
Mr. Smith, a director of the Company, was one of twelve investors that
participated in the Company's March 1996 private placement of Common Stock and
Warrants to purchase Common Stock. Mr. Smith acquired, for a $50,000 investment,
50,000 shares of Common Stock and Warrants to purchase 50,000 shares of Common
Stock at $2.00 per share.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly authorized and caused the undersigned to sign this
Report on the Registrant's behalf.
CSL LIGHTING MANUFACTURING, INC.
By: /s/ Mark Allen
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Mark Allen, Vice President and acting Principal
Financial and Accounting Officer
Dated: April 28, 1997
