SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-KSB/A
Mark One
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Year ended December 31, 1997
|_| 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: 1-12840
CSL LIGHTING MANUFACTURING, INC.
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(Name of issuer as specified in its charter)
Delaware 95-4463033
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(State of jurisdiction of (I.R.S. Employer
incorporation or Identification
organization) No.)
27615 Avenue Hopkins, Valencia,
California 91355-3493
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(Address) (Zip Code)
(805) 257-4155
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(Issuer's telephone number, including area code
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, 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, 1997 to include the information required by Part III, Items
10, 11 and 12.
<PAGE>
ITEM 10
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 two most highly paid executive officers of the Company who earned more
than $100,000 during the fiscal years ended December 31, 1997 (the "Named
Executive Officers").
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term Compensation
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Annual Compensation Awards Payout
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(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other All
Year Ending Annual Restricted Options/ LTIP Other
Name and Principal Position December 31, Annual Salary Bonus Compensation Stock Awards(1) SARS Payouts Compensation
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<S> <C> <C> <C> <C> <C> <C> <C> <C>
Sylvan Gerber 1997 -- -- -- $16,250 -- -- --
Former Chief Executive 1996 $98,077 -- -- 16,250 -- -- --
Officer(2) 1995 11,250 -- -- 2,500 -- -- --
Mark Allen 1997 $159,000 -- -- $32,500 -- -- --
Chief Executive Officer, 1996 180,125 -- -- 32,500 -- -- --
Vice President-- Finance(2) 1995 112,325 -- -- 5,000 -- -- --
Scott Searle 1997 $247,515 -- -- $16,250 -- -- --
President 1996 299,030 -- -- 16,250 -- -- --
1995 86,500 -- -- 2,500 -- -- --
James P. Norris 1997 $196,000 -- -- -- -- -- --
Vice President-- 1996 64,115 -- -- -- -- -- --
Distribution Sales(3) 1995 -- -- -- -- -- -- --
</TABLE>
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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.
(2) In December 1997, Mark Allen replaced Sy Gerber as Chief Executive Officer.
(3) Mr. Norris joined the Company in August 1996.
Employment Agreements
The Company is party to an employment agreement with Mark Allen, for a
term expiring in October 1998, pursuant to which he serves as Chief Executive
Officer. Mr. Allen's agreements provide for a base salary of $150,000 and for
the payment to him upon a "change of control" (as
<PAGE>
defined in the agreement) of an amount equal to the greater of $150,000 or the
compensation remaining due to him for the balance of the employment term.
Mr. Allen's employment agreement contains 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 entitles Mr. Allen to participate in any employee benefit plans,
such as group life, health, hospitalization and life insurance offered by the
Company. Under the agreement, Mr. Allen's employment shall terminate upon his
death or disability 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 and breach of the
employee's non-competition or confidentiality covenants.
Option Grants in Fiscal Year 1997 and Fiscal Year-End Option Values
No options were granted or outstanding to any Named Executive Officer
under the Option Plans at December 31, 1997.
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
The following table, together with the accompanying footnotes, sets forth
information, as of March 31, 1998 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
Name and Address of Beneficially Percent of
Beneficial Owner Owned Ownership
- ---------------------- --------------- -------------
Sylvan Gerber 1,511,909(1) 11.0%
Mark Allen 303,500(2) 2.2%
Scott Searle 100,000 *
Michael Smith 150,000(3) 1.1%
Scott Gilderman 25,000(4) *
Directors and
Officers as
a Group (5
persons) 2,090,409(5) 15.1%
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* less than 1%
(footnotes on following page)
<PAGE>
(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 (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.
(4) Represents shares subject to currently exercisable options. (5) Includes
347,000 shares subject to currently exercisable warrants.
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.
ITEM 12
CERTAIN TRANSACTIONS
During 1997, the Company paid approximately $98,000 to Gilderman, Johnson
& Co., LLP, an accounting firm, as fees for accounting services performed. Scott
Gilderman, a director of the Company, is a partner in such firm.
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, Chief Executive Officer
Dated: April 28, 1998
