SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A No. 1
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR FISCAL YEAR ENDED MARCH 31, 2000.
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________.
Commission File No.: 0-23474
TRIPLE S PLASTICS, INC.
(Exact name of registrant as specified in its charter)
Michigan 38-1895876
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7950 Moorsbridge Road, Suite 200, Portage, Michigan 49024
(Address of principal executive offices) (Zip Code)
(616)327-3417
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each Class Name of each exchange on which registered
None
Securities registered pursuant to Section 12(g) of the Act:
Common stock, no par value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13, or 15(d) of the Securities Exchange Act of 1934
during the preceding 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 90 days.
Yes: __X__ No: ______
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K. [X]
As of June 15, 2000, there were 3,754,911 shares of the registrant's common
stock, no par value, outstanding. The aggregate market value of the common stock
held by non-affiliates of the registrant (i.e., excluding shares held by
executive officers, directors, and control persons as defined in Rule 405)on
that date was approximately $33,039,886 computed on the closing price on that
date.
<PAGE>
This Form 10-K/A Amendment No. 1 (this "Amendment") amends and supplements the
Form 10-K (the "Original Form 10-K") filed by Triple S Plastics, Inc., a
Michigan corporation (the "Company"), on June 29, 2000. The sole purpose of
this Amendment is to amend and restate Items 10, 11, 12 and 13 of Part III of
the Original Form 10-K to read in their entirety as set forth below. Defined
terms not otherwise defined herein shall have the respective meanings ascribed
thereto in the Original Form 10-K.
PART III
Item 10. Directors and Executive Officers of the Registrant
Information relating to executive officers is included in this report in the
last section of Part I under the caption "Executive Officers of the Registrant".
Information relating to directors is shown below. Information concerning
compliance with Section 16(a) of the Securities Exchange Act of 1934 is shown
below under Item 12.
Names, Ages, Positions and Backgrounds of Directors Service as a Director
------------------------------------------------------- ---------------------
Robert D. Bedilion (62) retired December 31, 1996, from Director since 1997
his position as President of Polymerland Incorporated, Member of
a subsidiary of General Electric Company, which he held Compensation Committee
since 1989.
Daniel B. Canavan (46) is the Chairman of the Board, and Director since 1982
he has held that position for more than five years.
Prior to May 25, 1999, he also served as the Company's
Chief Executive Officer.
Evan C. Harter (57) is the Chairman of AppsMall.com, an Director since 1998
internet start up company. In addition, he is the Member of Audit and
Chairman of International Marketing Strategies (IMS, Compensation
Inc.), an organization that assists businesses to grow Committees
from strong regional manufacturers into internationally
competitive enterprises, which position he has held for
more than five years.
James F. Hettinger (51) is the President and Chief Director since 1992
Executive Officer of Battle Creek Unlimited, Inc. Member of
(an industrial park development corporation), and he Compensation Committee
has held that position for more than five years.
A. Christian Schauer (57) is the Chief Executive Director since 1990
Officer of the Company, and was appointed such on
May 25, 1999. Prior to becoming the Company's Chief
Executive Officer he was the Chairman and Chief
Executive Officer of Clausing Industrial, Inc.
(machine tool distribution), Kalamazoo, Michigan,
a position that he held for more than five years.
Mr. Schauer also serves as a director of the 600 Group
PLC (an international engineering company) with
shares publicly traded on the London Stock Exchange.
In addition, Mr. Schauer is a director of Griffith
Laboratories International, Inc. (food ingredient and
flavor system manufacturer), Alsip, Illinois, and
The Windquest Companies, Inc. (a manufacturer of
storage systems), Grand Rapids, Michigan.
David L. Stewart (61) has been retired for more than Director since 1969
five years. Prior to his retirement, Mr. Stewart Member of Audit
served as the Company's Chairman and Chief Executive Committee
Officer.
Donald W. Thomason (56) retired in 1999 from his Director since 1999
position as Executive Vice President, Corporate Member of Audit
Services and Technology of the Kellogg Company, a Committee
worldwide consumer goods food company, which he
had held since 1990. Mr. Thomason also serves as
Lead Director on the Board of Southeast Michigan
Gas Company, a gas distribution and engineering
company. He has served on this Board since 1995,
holding the Lead Director position since 1998.
Victor V. Valentine, Jr. (54) has been the Director since 1983
Company's President since 1990.
Based upon a review of Forms 3, 4 and 5 furnished to the Company during
or with respect to the preceding fiscal year and written representations from
certain reporting persons, the Company is not aware of any failure by any
reporting person to make timely filings of those forms as required by Section
16(a) of the Securities Exchange act of 1934.
<PAGE>
Item 11. Executive Compensation
The following table contains information regarding compensation with respect
to the three preceding fiscal years of the Company's chief executive officer
and each of the four (4) other most highly compensated executive officers whose
salary and bonus exceeded $100,000 (the "Named Executives"). This information
is reflected on an accrual basis for each fiscal year so that bonuses relate to
the year of performance, even though paid in the ensuing fiscal year.
<TABLE>
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Long-Term
Compensation
---------------------
Annual Compensation Securities Underlying All Other
Executive Year Salary($) Bonus($) Options(#) Compensation ($)(1)
--------- ---- --------------------- --------------------- -------------------
A. Christian Schauer (2) 2000 217,787 116,410 490,000 9,053
Chief Executive Officer
Daniel B. Canavan 2000 204,910 75,870 20,000 5,601
Chairman of the Board 1999 183,527 -0- -0- 2,535
1998 196,062 -0- 40,000 3,257
Victor V. Valentine, Jr. 2000 184,364 113,550 20,000 13,576
President 1999 149,558 -0- -0- 3,324
1998 154,735 -0- 40,000 2,946
Michael E. Zaagman 2000 127,703 30,200 15,000 1,960
Vice President Engineering 1999 110,955 -0- -0- 2,482
and Technical Services 1998 122,397 4,000 30,000 2,170
Phillip W. Weaver 2000 125,671 30,200 15,000 2,946
Vice President Human 1999 101,822 -0- -0- 2,685
Resources and Organization 1998 107,089 4,000 30,000 1,505
Development
</TABLE>
(1) The amounts set forth in this column include: (a) Company matching
contributions under the Company's 401k Plan, pursuant to which
substantially all employees of the Company are eligible to participate;
and (b) payments by the Company of premiums for term life insurance for
the benefit of the Named Executives.
(2) Mr. Schauer joined the Company as Chief Executive Officer on
May 25, 1999.
<TABLE>
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Option Grants in Last Fiscal Year
Individual Grants
-----------------------------------------------------------
Number of Percent of
Securities Options Exercise Grant Date
Underlying Granted to All Price Expiration Present
Executive Options(#) Employees ($/sh)(3) Date Value($)(4)
--------- ------------ ---------------- ----------- ---------- -----------
A. Christian Schauer 470,000(1) 3.125 5/11/09 737,900
20,000(2) 4.88 7/23/09 47,800
------- -------
490,000 79.67% 785,700
Daniel B. Canavan 20,000(2) 3.25 4.88 7/23/09 47,800
Victor V. Valentine, Jr. 20,000(2) 3.25 4.88 7/23/09 47,800
Michael E. Zaagman 15,000(2) 2.44 4.88 7/23/09 35,850
Phillip W. Weaver 15,000(2) 2.44 4.88 7/23/09 35,850
</TABLE>
(1) Options currently exercisable.
(2) Options become exercisable for 50% of the shares subject to the option
on the first anniversary of the grant and for the balance on the second
anniversary of the grant.
(3) The exercise price may be paid in cash, and/or surrender of outstanding
shares of the Company's common stock.
(4) Present value calculated under the Black-Scholes model, assuming a
risk-free rate of return equal to 10 year treasury bonds (5.29%), a
dividend yield of zero, 54 percent volatility, and exercise in four
and one-half years. This model is an alternative suggested by the
Securities and Exchange Commission, and the Company neither endorses
this particular model nor necessarily agrees with the method for
valuing options. The future performance of the Company and the price
of its shares will ultimately determine the value of these options.
Aggregated Option Exercises in Last Fiscal Year and Year-End Option Values
The following table contains information regarding the exercise of option
during the preceding fiscal year by the above-named executives, as well as
unexercised options held by them at fiscal year-end:
Number of Securities
Underlying Unexercised Value of Unexercised
Options at Fiscal In-the-Money Options at
Year-End (#) Fiscal Year-End ($)
---------------------------- ----------------------------
Exercisable Unexercisable Exercisable Unexercisable
A. Christian Schauer 470,000 20,000 5,785,700 211,200
Daniel B. Canavan 23,000 40,000 191,730 395,000
Victor V. Valentine, Jr. 23,000 40,000 191,730 395,000
Michael E. Zaagman 18,000 30,000 150,780 296,250
Phillip W. Weaver 18,000 30,000 150,780 296,250
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table contains information regarding ownership of the
Company's common stock by each director, each executive officer named in the
tables under the caption Executive Compensation, and all directors and executive
officers as a group. The content of this table is based upon information
supplied by the persons identified in the table and represents the Company's
understanding of circumstances in existence as of July 31, 2000.
Amount and Nature of
Beneficial Ownership
Shares Beneficially Exercisable
Name of Beneficial Owner Owned (1) Options (2) Percent of Class
------------------------ -------------------- ------------ ----------------
Robert D. Bedilion 32,700 21,700 *
Daniel B. Canavan (3) 956,868 43,000 21.0
Evan C. Harter 5,666 5,666 *
James F. Hettinger 23,200 23,000 *
A. Christian Schauer (3) 537,667 499,667 11.8
David L. Stewart 149,823 23,000 3.3
Donald W. Thomason -0- -0- *
Victor V. Valentine, Jr. (3) 988,066 43,000 21.7
Phillip W. Weaver 33,200 33,000 *
Michael E. Zaagman 33,957 33,000 *
All executive officers and
directors as a group
(15 persons) 2,873,570 754,033 63.1
_____________________________________________
*Less than one percent
(1) Unless otherwise noted, the persons named in the table have sole
voting and sole investment power or share voting and investment power
with their respective spouses.
(2) This column reflects shares subject to options exercisable within
60 days, and these shares are included in the column captioned "Shares
Beneficially Owned".
(3) On May 11, 1999 Mr. Valentine, Mr. Canavan and Mr. Schauer entered into
an irrevocable proxy and purchase right agreement (the "Proxy
Agreement"). Under the Proxy Agreement, Mr. Valentine and Mr. Canavan
agreed that they would vote their shares to elect Mr. Schauer to the
Board of Directors of the Company for so long as Mr. Schauer remains
chief executive officer of the Company. Due to the limited nature of
the proxy power granted, information in the table above does not deem
any of these three individuals to have beneficial ownership of the
shares of one or more of the others because of the Proxy Agreement or
otherwise.
Item 13. Certain Relationships and Related Transactions
William J. Stewart, a Vice President of the company, and David L. Stewart
are brothers. There are no other family relationships between or among the
directors and executive officers of the Company.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amended report to be
signed on its behalf by the undersigned thereunto duly authorized.
Dated: July 31, 2000 TRIPLE S PLASTICS, INC.
By: _/S/_MARLAN_R._SMITH_____________
Marlan R. Smith, Vice President Finance,
Chief Financial Officer, and Secretary
