================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
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: 0-24244
CHS ELECTRONICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 87-0435376
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)
2153 N.W. 86TH AVENUE
MIAMI, FLORIDA 33122
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER: (305) 716-8273
SECURITIES REGISTERED UNDER SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
NONE NONE
SECURITIES REGISTERED UNDER SECTION 12(G) OF THE ACT:
COMMON STOCK, PAR VALUE $0.001
(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. [ ]
The aggregate market value of the registrant's voting stock held by
non-affiliates computed by reference to the high and low sales prices in the
Nasdaq National Market on March 26, 1997, was approximately $153,876,780. As of
March 26, 1997, the registrant had outstanding 14,690,010 shares of Common
Stock, par value $0.001.
================================================================================
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
(a) Directors of CHS Electronics, Inc. (the "Company" or "CHS").
The following table sets forth certain information as to the persons
nominated for election as directors at the Company's pending 1997 Annual Meeting
of Shareholders.
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---------------------- ----------- -----------------------------------------------------
<S> <C> <C>
Claudio Osorio 37 Chairman of the Board, President, and Chief Executive
Officer
Alvin Perlman 70 Executive Vice President - South American Region and
Director
Carsten Frank 34 Executive Vice President - European Region
Antonio Boccalandro 30 Chief Officer of Mergers and Acquisitions,
Secretary and Director
Zbynek Kraus 44 Manager - Czech Republic Operations and Director
Otto Gerlach 70 Director
Donald D. Winstead 59 Director
</TABLE>
CLAUDIO OSORIO (full name - Claudio Eleazar Osorio Rodriguez), the
founder of the Company's current business and operations, has served as the
President, Chief Executive Officer, and a Director of the Company since 1993.
Mr. Osorio has served as president of Comtrad since 1988. Mr. Osorio is a
director of Comtrad and the president and a director of CHI.
ALVIN PERLMAN has been a Director and the Executive Vice President and
Chief Operating Officer, South American Region, of the Company since 1994. He
has served for the past five years as the chief executive officer of Zemex
Electronics International, Inc., d/b/a CHS Promark, and was the sole owner of
CHS Promark prior to its acquisition by the Company in June 1994. Mr. Perlman
has also served as a director of CHI since November 1994.
CARSTEN FRANK has been Executive Vice President - European Region of the
Company since January 1997. Mr. Frank founded Frank & Walter Computer GmbH
("Frank & Walter") in 1988 and has served as such company's Managing Director
since its formation.
2
<PAGE>
ANTONIO BOCCALANDRO has been a Director and Secretary of the Company
since 1993 and Chief Officer of Mergers and Acquisitions since January 1, 1997.
He was Treasurer of the Company from 1994 to June 1995. He has also been
employed in various capacities by Comtrad since 1988. Mr. Boccalandro became a
director of Comtrad in 1990 and he has been a director of CHI since June 1994.
ZBYNEK KRAUS has been a Director since March 1996 and the Vice President
- - East European Region of the Company since January 1996. He was an owner and
from 1990 to 1993 the sales director and thereafter, the general manager of the
Czech Republic operations which were acquired by the Company.
OTTO GERLACH has been a Director of the company since August 1994 and is
a principal owner and has served for over five years as the president of Larco,
C.A., a privately-owned wholesale import/export and manufacturing company based
in Caracas, Venezuela.
DONALD D. WINSTEAD has been a Director of the company since December 1993
and has been self-employed as a business consultant since June 1991. In
connection with his consulting activities he has served since October 1993, as
the chief executive officer and a director of Medical Resource Group Inc., a
closely-held Nevada corporation engaged in the business of medical equipment
leasing and rental. For over three years prior to June 1991, Mr. Winstead was
the chairman of the board and chief executive officer of Netcor Inc., a company
engaged in the manufacture and sale of communications equipment.
The term of office of each director of the Company ends at the next
annual meeting of the Company's shareholders or when his successor is elected
and qualified. Officers of the Company serve at the discretion of the Board,
subject to the terms of any employment agreements with the Company. See
"--Employment Arrangements." There are no family relationships among any of the
Company's executive officers and directors. On March 20, 1997, Carsten Frank,
the sole owner of Frank & Walter, sold and transferred to the Company all (100%)
of his interest in Frank & Walter pursuant to a Stock Exchange Agreement (the
"Exchange Agreement") dated December 19, 1996. In connection with the Exchange
Agreement, Comtrad and CHI have agreed to vote their shares of Common Stock in
favor of Mr. Frank's election to the Board at the Company's pending 1997 Annual
Meeting of Shareholders.
Directors who are employees of the Company do not receive fees for their
service as directors. All of the Company's non-employee directors receive $250
for attendance at each Board meeting and are reimbursed for travel expenses
incurred to attend such meetings. No separate payment is made for attending
committee meetings.
During fiscal year 1996, the Board held nine meetings. No director
attended fewer than 75% of such meetings of the Board or any committee thereof
during the period of such director's service.
3
<PAGE>
The Company has an Audit Committee and a Compensation Committee. The
Audit Committee, composed of Messrs. Gerlach and Winstead, is responsible for
reviewing and making recommendations regarding the Company's employment of
independent auditors, the annual audit of the Company's financial statements and
the Company's internal accounting practices and policies. The Compensation
Committee, composed of Messrs. Gerlach and Winstead, is responsible for making
recommendations to the Board regarding compensation arrangements for senior
management, recommendations concerning the adoption of any compensation plans in
which management is eligible to participate and grants of stock options or other
benefits under such plans.
The Company does not have a Nominating Committee.
(b) Executive Officers of the Company.
The executive officers of the Company, as well as certain key
employees, and their ages as of April 25, 1997, are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------------ ----------- ----------------------------------------------------
<S> <C> <C>
Claudio Osorio(1) 37 Chairman of the Board, Chief Executive Officer and
President
Alvin Perlman(1) 70 Executive Vice President - South American Region and
Director
Carsten Frank(1) 34 Executive Vice President - European Region
Craig Toll 49 Chief Financial Officer and Treasurer
Antonio Boccalandro(1) 30 Secretary and Director
Pasquale Giordano(2) 49 Chief Operating Officer - Europe Region
Clifford Dyer(2) 59 Chief Operating Officer - South American Region
<FN>
- --------------------
(1) Such executive officer's biography is set forth in Item 10(a) above.
(2) Each of these persons is a significant employee, but not an executive officer of the Company.
</FN>
</TABLE>
CRAIG TOLL has been the Chief Financial Officer of the Company since
July 1994 and its Treasurer since June 1995. Mr Toll was self-employed as a
consultant to CHS Promark from April 1994 to July 1994. For over five years
prior to April 1994, Mr. Toll was a partner in the accounting firm of Deloitte
& Touche LLP.
PASQUALE GIORDANO has been the Chief Operating Officer - Europe Region
since January 1, 1997. Previously, he was Chief Operating Officer - South
American Region of the Company since January 1, 1996. From January 1989, Mr.
Giordano has been the president and chief operating officer of CHS Promark.
Prior to such service, he was a vice-president of CHS
4
<PAGE>
Promark in charge of its New York office. From 1988 until he joined CHS Promark
in 1989, Mr. Giordano was the operating vice-president of the electronics
division of Caldor.
CLIFFORD DYER has been the Chief Operating Officer - Latin American
Region since January 1, 1997. From February 1987 until it was acquired by the
Company in October 1996, Mr. Dyer was President of Merisel Latin America, Inc.
and was responsible for all Latin American Operations. He was the founder in
1982 of the predecessor company to Merisel Latin America, Inc. Prior to 1982,
Mr. Dyer was President of GTE Venezuela and held directorships in various
companies.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers and persons who own more than ten
percent of the Company's outstanding Common Stock, to file with the Securities
and Exchange Commission (the "SEC") initial reports of ownership and reports of
changes in ownership of Common Stock. Such persons are required by SEC
regulation to furnish the Company with copies of all such reports 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, all Section 16(a) filing requirements applicable to its
officers, directors and greater than ten percent beneficial owners have been met
except for Messrs. Perlman, Osorio, Comtrad Holdings, Inc. and Comtrad, who each
filed a late report documenting certain share transactions.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation paid during the years
ended December 31, 1996, 1995 and 1994 to the Company's Chief Executive Officer
and each of the other executive officers of the Company whose total 1996 salary
and bonus exceeded $100,000 (collectively, the "Named Executive Officers").
5
<PAGE>
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------- ---------------------
SECURITIES
UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS/SARS (#) COMPENSATION($)
- ---------------------------------- -------- ------------ ----------- --------------------- --------------------
<S> <C> <C> <C> <C> <C>
Claudio Osorio, 1996 350,000 324,375 432,794 50,000
Chief Executive Officer and 1995 366,402 -0- -0- 139,240
President 1994 82,126 -0- 56,080 140,200
Alvin Perlman, 1996 345,666 150,000 -0- -0-
Executive Vice President - South 1995 500,000 -0- -0- 1,000
American Region 1994 248,726 -0- -0- -0-
Craig Toll, 1996 191,567 75,000 20,000 -0-
Chief Financial Officer and 1995 110,000 -0- -0- -0-
Treasurer 1994 55,000 -0- 87,500 -0-
Antonio Boccalandro 1996 101,690 -0- -0- -0-
Chief Officer of Mergers and 1995 -0- -0- 3,750 1,000
Acquisitions and Secretary 1994 -0- -0- -0- -0-
</TABLE>
EMPLOYMENT ARRANGEMENTS
In August 1994, the Board approved a compensation arrangement for Claudio
Osorio, the Chief Executive Officer and President of the Company, pursuant to
which he was entitled to receive an annual salary of $219,600, in addition to
annual stock awards with a total value of $280,400, for the year ended June
1995. The stock awards may have been made in any one or a combination of Company
stock, stock options, stock appreciation rights, or phantom stock grants, as
determined by agreement between the Compensation Committee and Mr. Osorio,
subject to the approval of the Board. Mr. Osorio was also entitled to
participate in any group or employee benefit or insurance plans. In June 1995,
the Board approved a compensation arrangement for Mr. Osorio whereby he became
entitled to an annual salary and bonus of $500,000, excluding option grants, for
the year ended June 1996. Mr. Osorio's aforementioned employment arrangement has
been modified as set forth below.
In August 1994, the Board approved an employment arrangement for Craig
Toll, the Chief Financial Officer of the Company, pursuant to which he was
entitled to receive an annual salary of $110,000 for the year ended June 1995.
Mr. Toll was also granted certain options to purchase Common Stock. Mr. Toll was
also entitled to participate in any group or employee benefit or insurance
plans. In June 1995, the Board approved a compensation arrangement for Mr. Toll
whereby he was entitled to an annual salary of $150,000 for the year ended June
1996 (Mr. Toll
6
<PAGE>
earned $55,000 for the first six months of the contract year and $95,000 for the
second six months of such contract year). Mr. Toll's aforementioned employment
arrangement has been modified as set forth below.
The Company has entered into three-year employment agreements with
Messrs. Osorio and Toll which supersede the above-described employment
arrangements. Mr. Osorio's agreement was effective January 1, 1996 and Mr.
Toll's agreement was effective July 1, 1996. The agreements for Messrs. Osorio
and Toll provide for annual salaries of $350,000 and $200,000, respectively, and
in the case of Mr. Osorio, requires him to devote substantially all of his time
and attention to the business and affairs of the Company, and, in the case of
Mr. Toll, requires him to devote his full time and attention to the business and
affairs of the Company. Mr. Osorio's agreement also provides for a minimum bonus
of $150,000 per year. The agreements also provide that upon termination of
employment without "cause" or termination by the executive for "good reason"
(which includes a change of control of the Company), the executive is entitled
to receive, in addition to all accrued or earned but unpaid salary, bonus or
benefits, an amount equal to two and one-half times base salary paid to the
executive during the last full year prior to termination of employment, together
with an amount equal to the bonus paid to the executive in the prior year
multiplied by a fraction, the numerator of which is the number of days elapsed
in the then current year through termination and the denominator of which is
365. The agreements also provide that the executive will not compete with the
Company during his employment and for two years thereafter unless the Company
terminates the executive without "cause" or the executive terminates his
employment for "good reason."
Under the terms of the Company's employment agreement with Alvin
Perlman dated June 30, 1994, Mr. Perlman is employed as an Executive Vice
President - South American region of the Company, and Chief Executive Officer
and Chairman of the Board of CHS Latin America. The term of the agreement is
five years. Mr. Perlman receives an annual salary of $500,000 and other benefits
commensurate with his position, and is entitled to participate in any group or
employee benefit or insurance plans. Upon termination of Mr. Perlman's
employment as a result of death or disability, he (or his estate) receives 50%
of his compensation for the balance of the term of the agreement. Mr. Perlman
may terminate the agreement upon a change in more than 50% of the ownership of
CHS Promark in which case he is to receive his full compensation for the balance
of the term of the agreement. Under the agreement, Mr. Perlman is prohibited
from competing with the Company for two years in the Western Hemisphere.
On March 22, 1996, the Board of the Company adopted an Executive Bonus
Plan for 1996 and subsequent years.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee during 1996 were Donald D.
Winstead and Otto Gerlach. Neither of these persons has previously served as an
officer or employee of the Company or any of its subsidiaries.
7
<PAGE>
Mr. Winstead provided consulting services to the Company for a fee of
$4,000 per month, which resulted in payments of $48,000 to Mr. Winstead in 1996.
Otto Gerlach holds, indirectly, 11.8% of the outstanding Common Shares of
CHI and 16.7% of the shares of Class A common stock of CHI which, subject to the
claims of certain creditors, have a liquidation preference on the 965,000 shares
of Company stock owned by Comtrad. In the past, the Company has engaged in
numerous transactions with Comtrad. See "Certain Transactions."
OPTION GRANTS DURING 1996
The following table sets forth certain information concerning grants of
stock options made during 1996 to each of the Named Executive Officers. The
Company did not grant any stock appreciation rights in 1996.
<TABLE>
<CAPTION>
INDIVIDUAL OPTION GRANTS IN 1996
- --------------------------------------------------------------------------------------------------------------------
SHARES OF
COMMON
STOCK % OF TOTAL
UNDERLYING GRANTED ALTERNATIVE
OPTIONS OPTION EXPIRATION TO GRANT DATE
NAME GRANTED PRICE($) DATE EMPLOYEES VALUE(1)($)
- ------------------------------- ---------------- ----------------- ---------------- -------------- -----------------
<S> <C> <C> <C> <C> <C>
Claudio Osorio 304,969 12.63 9/17/06 28.9 2,342,162
35,621 15.88 10/6/06 3.4 346,537
92,204 18.63 12/20/06 8.7 1,036,373
Alvin Perlman -- -- -- -- --
Craig Toll 20,000 15.88 12/05/06 1.9 191,200
Antonio Boccalandro -- -- -- -- --
<FN>
- -------------------------
*Less than 1%
(1) Based on the Black-Scholes option pricing model adapted for use in
valuing executive stock options. The estimated values under that model
are based on certain assumptions as to variables such as interest
rates, stock price volatility and future dividend yields. The actual
value, if any, that an executive may realize will depend on the excess
of the stock price over the exercise price on the date the option is
exercised, so that there is no assurance that the value realized by an
executive will be at or near the value estimated by the Black-Scholes
model.
</FN>
</TABLE>
8
<PAGE>
AGGREGATED OPTION EXERCISES IN 1996 AND YEAR END OPTION VALUES
The following table sets forth information with respect to (i) the number
of unexercised options held by the Named Executive Officers as of December 31,
1996 and (ii) the value as of December 31, 1996 of unexercised in-the-money
options. No options were exercised by any of the Named Executive Officers in
1996.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT DECEMBER 31, 1996 AT DECEMBER 31, 1996 ($)(1)
-------------------------------------------- ---------------------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
-------------------- ---------------------- -------------------- -----------------
<S> <C> <C> <C> <C>
Claudio Osorio 273,079 215,795 1,879,701 439,773
Alvin Perlman -- -- -- --
Craig Toll 87,500 20,000 973,438 24,900
Antonio Boccalandro -- 2,812 7,621 22,848
<FN>
- --------------------
(1) Market value of shares covered by in-the-money options on December 31,
1996, less option exercise price. Options are in-the-money if the
market value of the shares covered thereby is greater than the option
exercise price.
</FN>
</TABLE>
COMPENSATION COMMITTEE REPORT
COMPENSATION COMMITTEE ROLE
The Compensation Committee of the Board is responsible for making
recommendations to the Board concerning the salaries of executive officers. The
Compensation Committee is also responsible for overseeing other forms of
compensation and benefits to other senior officers. The Compensation Committee's
responsibilities include the review of salaries, benefits and other compensation
of senior officers and making recommendations to the full Board with respect to
these matters.
COMPENSATION POLICY
The Company's executive compensation policy is designed to establish an
appropriate relationship between executive pay and the Company's annual
performance, its long-term growth objectives and its ability to attract and
retain qualified executive officers. The Compensation Committee attempts to
achieve these goals by integrating competitive annual base salaries with: (a)
bonuses based on corporate performance and on the achievement of internal
strategic objectives; and (b) stock options and awards through the Company's
1994 Plan or other plans, as appropriate. The Compensation Committee believes
that cash compensation in the form of salary and bonus provides Company
executives with short-term rewards for success in operations, and that long-term
compensation through the award of stock options and other stock incentives
encourages growth in management stock ownership, which in turn leads to the
9
<PAGE>
expansion of management's stake in the long-term performance and success of the
Company. With regard to the Internal Revenue Code provision limiting the
deductibility of compensation to certain executive officers in excess of $1
million, the Company intends to take all necessary steps to cause the
compensation paid to its executive officers to be deductible by the Company.
BASE SALARY
In 1996 the Compensation Committee approved, and ultimately the Board
approved, compensation arrangements for Messrs. Osorio and Toll defining their
base salary. Mr. Perlman's salary was based principally on a five-year
employment agreement negotiated in connection with the acquisition by the
Company of CHS Latin America (f/k/a CHS Promark) in June 1994. The base salaries
of other senior officers were determined by Mr. Osorio, with respect to the
Company's subsidiaries in Europe, and by Mr. Perlman, with respect to CHS Latin
America, with Mr. Osorio providing a review of these base salary amounts.
BONUSES
In 1996, Messrs. Osorio and Perlman were subject to bonus compensation
pursuant to a Company bonus plan and Mr. Toll was subject to a bonus award at
the discretion of the Compensation Committee. In addition, certain senior
officers and managers of subsidiaries were subject to bonus compensation based
on achieving certain operating goals specific to their area of responsibility.
The plan provides for bonuses based on performance of the Company against
established targets, taking into account the operating responsibilities of each
of these individuals.
STOCK OPTION AWARDS
The Company's 1994 Incentive Stock Option Plan, Directors and Officers
1997 Stock Option Plan and 1997 Chief Executive Officer Stock Option
(collectively such plans are referred to herein as the "Company Option Plans")
are designed to align directors', officers' and shareholders' interests in the
enhancement of shareholder value. Stock options and other equity based awards
are granted under the Company Option Plans by the disinterested members of the
Board. The Compensation Committee strongly believes that the interest of the
directors, officers and shareholders become more closely aligned when such
directors and officers of the Company are provided an opportunity to acquire a
proprietary interest in the Company through ownership of the Company's Common
Stock. Accordingly, key employees of the Company, including directors and
officers, as part of their overall compensation package, are eligible for
participation in certain of the Company Option Plans. Because no benefit is
received unless the Company's stock price performs favorably, awards under the
Company Option Plans are intended to provide incentives for directors and
officers to enhance long-term Company performance, as reflected in stock price
appreciation, thereby increasing shareholder value. The Compensation Committee
believes that stock option awards are rewards for past services and the
incentive for continued growth. No member of the Compensation Committee is a
former or current officer or employee of the Company or any of its subsidiaries.
10
<PAGE>
COMPENSATION OF CHIEF EXECUTIVE OFFICER
The Compensation Committee considered a number of factors in
determining the compensation to be paid to the Company's Chief Executive
Officer, including levels generally paid to executives in the Company's
industry, the Company's performance to date, the Chief Executive officer's
contribution to the Company's development and the Company's short- and long-term
prospects.
COMPENSATION COMMITTEE
Otto Gerlach
Don Winstead
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of April 25, 1997
concerning the beneficial ownership of the Common Stock by: (i) each person
known by the Company to be the beneficial owner of more than 5% of the
outstanding Common Stock, (ii) each director and nominee for director of the
Company, (iii) each of the Named Executive Officers, and (iv) all executive
officers and directors of the Company as a group.
NUMBER OF SHARES PERCENT
NAME OF BENEFICIAL OWNER(1)(2)(3) BENEFICIALLY OWNED OF SHARES
- ----------------------------------- ----------------- --------------
Claudio Osorio(4) 3,990,321 26.7%
Alvin Perlman(4) 3,990,321 26.7%
Comtrad, Inc.(4),(10) 3,990,321 26.7%
Comtrad Holdings, Inc.(4),(10) 3,990,321 26.7%
Carsten Frank 2,200,000 15.0%
Antonio Boccalandro(5) 938 *
Otto Gerlach(6) 0 *
Zbynek Kraus(7) 0 *
Donald D. Winstead(8) 22,500 *
Craig Toll(9) 67,500 *
All officers and directors as a 6,281,259 42.0%
group (7 persons)
- --------------------
* Less than 1%
11
<PAGE>
(1) The address for each of the executive officers and directors is 2153 N.W.
86th Avenue, Miami, Florida 33122, except for Alvin Perlman which is 5771
Bridleway Circle, Boca Raton, Florida 33496.
(2) Except as noted, all shares are held beneficially and of record.
(3) Under Rule 13d-3 of the Exchange Act, certain shares may be deemed to be
beneficially owned by more than one person (if, for example, persons
share the power to vote or the power to dispose of the shares). In
addition, shares are deemed to be beneficially owned by a person if the
person has the right to acquire the shares (for example, upon exercise of
an option) within 60 days of the date as of which the information is
provided. In computing the percentage ownership of any person, the amount
of shares outstanding is deemed to include the amount of shares
beneficially owned by such person (and only such person) by reason of
these acquisition rights. As a result, the percentage of outstanding
shares of any person as shown in this table does not necessarily reflect
the person's actual ownership or voting power with respect to the number
of shares of Common Stock actually outstanding at May 31, 1996.
(4) Includes 367,029 shares held of record by Comtrad, Inc. ("Comtrad"), a
wholly-owned subsidiary of Comtrad Holdings, Inc. ("CHI"), 3,169,500
shares held of record by CHI, 180,713 shares held of record by Penrose
Trading Co. S.A. (a shareholder of CHI and of which Mr. Osorio has
effective control) and currently exercisable options to purchase 273,079
shares held by Mr. Osorio. Claudio Osorio and Alvin Perlman together own
and control a majority of the issued and outstanding capital stock of
CHI, and Messrs. Osorio and Perlman have entered into an agreement
pursuant to which they have agreed to vote their shares of CHI common
stock together on certain matters submitted to the shareholders of CHI.
Claudio Osorio, Alvin Perlman, CHI and Comtrad are parties to another
agreement, in which they agree to vote all shares of the Common Stock
they own or control, together on any matter submitted to the shareholders
of the Company. In addition, Messrs. Osorio and Perlman and Comtrad are
parties to an agreement which grants to Mr. Osorio and Comtrad, until
June 30, 1997, the right to acquire all, but not less than all, of the
shares of Common Stock of the Company and the shares of Comtrad Common
Stock owned by Mr. Perlman. Mr. Perlman may reject all or a portion of
such exercise; provided, however, that any shares as to which the option
exercise is rejected are excluded from a right granted by the agreement
to Mr. Perlman to put the referenced shares to Mr. Osorio. The put option
may be exercised during the period beginning July 1 and ending July 31,
1997. Comtrad has guaranteed Mr. Osorio's obligations and has pledged
727,097 shares of Common Stock in connection therewith, which shares are
included in the above aggregate ownership. Subject to the claims of
certain creditors, the holders of CHI Class A common stock (which
includes Penrose Trading Co. S.A.) have a liquidation preference on the
965,000 shares of Company Common Stock owned by Comtrad. Further, subject
to the claims of certain creditors and subject to the rights of holders
of CHI Class A common stock, the holders of CHI Class B common stock have
a liquidation preference on 287,500 shares of Company Common Stock held
by CHI or any subsidiary thereof. Based on the foregoing relationships
and agreements, Claudio Osorio, Alvin Perlman, CHI, and Comtrad may be
deemed to have shared voting and investment control over the
above-indicated aggregate
12
<PAGE>
number of shares of Common Stock. Such shares exclude 100,000 shares of
Common Stock which Comtrad is obligated to deliver to the sellers of
three entities purchased by Comtrad and subsequently sold to the Company.
(5) Mr. Boccalandro holds currently exercisable options to purchase 938
shares of Common Stock. In addition, Mr. Boccalandro is a director of
CHI, who serves at the discretion of the controlling shareholders of
CHI, Messrs. Osorio and Perlman. Accordingly, Mr. Boccalandro disclaims
any investment or voting control with respect to the Common Stock owned
and controlled by CHI.
(6) Mr. Gerlach owns approximately 11.8% of the outstanding shares of CHI and
16.7% of the shares of Class A common stock of CHI which, subject to the
claims of certain creditors, have a liquidation preference on the 965,000
shares of Common Stock owned by Comtrad. Mr. Gerlach disclaims beneficial
ownership of the shares of Common Stock held by CHI and Comtrad.
(7) Mr. Kraus is a shareholder of Penrose Trading Co. S.A. which is a
shareholder of CHI and the Company. Mr. Kraus disclaims beneficial
ownership of the shares of the Company held by Penrose Trading Co. S.A.
and CHI.
(8) Mr. Winstead is the holder of currently exercisable options to purchase
22,500 shares of Common Stock.
(9) Mr. Toll holds currently exercisable options to purchase a total of
47,500 shares of Common Stock.
(10) The address for Comtrad and CHI is P.O. Box 660708, Miami Springs,
Florida 33266.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company acquired many of its subsidiaries from Comtrad, as depicted
below. In certain cases, Comtrad organized the entities which were subsequently
purchased by the Company. Comtrad has advised the Company that the entities
purchased by it and subsequently sold to the Company were acquired from
unrelated parties. The Company acquired Comtrad-owned entities after completing
its own evaluations (which for significant acquisitions involved the
consideration of a valuation report prepared by an independent third party), and
the affirmative vote of an independent director of the Company. Comtrad also
loaned funds to and borrowed funds from the Company during the years in which it
was first developing its European and South American operations. The Company
does not intend to purchase any operations from or enter into any new
transactions with Comtrad in the future, including the borrowing or loaning of
funds. Comtrad has agreed not to engage in businesses competitive with those of
the Company.
13
<PAGE>
<TABLE>
<CAPTION>
CHS COMTRAD COMTRAD
SUBSIDIARY(1) CHS ACQUISITION DATE PURCHASE PRICE ACQUISITION DATE PURCHASE PRICE
- ------------------------------------------------------------- ------------------------------------------
<S> <C> <C> <C> <C>
CHS Croatia March 1996 $1,500,000 September 1994 $50,000
CHS Romania
CHS Bulgaria
CHS Baltic
CHS Slovakia March 1996 $1,000,000 January 1994 (2)
CHS Brazil March 1996 $5,300,000 November 1994 52,632
Shares of
Comtrad(3)
<FN>
- ---------------------
(1) The names set forth are those by which the Company commonly refers to its
subsidiaries and are not necessarily the legal names of the entities.
(2) Comtrad purchased 65% of the equity interest for $3,200 and has purchased
the remaining 35% by agreeing to deliver an as yet undetermined number of
shares of Common Stock owned by Comtrad based upon the 1996 financial
performance of CHS Slovakia.
(3) The Company believes that the aggregate value of the Comtrad shares was
$762,000.
</FN>
</TABLE>
At December 31, 1996, the Company carried a receivable from Comtrad in
an amount of $3.2 million. This receivable is in the form of a promissory note
which Comtrad has agreed to collateralize with 210,000 shares of Common Stock
owned by Comtrad. The amount is due the earlier of a public offering by the
company or 60 days after demand. Interest charged in 1996 to Comtrad by the
Company was $86,000.
Effective March 1996, the Company guaranteed the obligations of Comtrad
arising under the Stock Purchase Agreement dated October 12, 1995 pursuant to
which Comtrad acquired CHS Poland. Under such agreement, as amended, Comtrad is
obligated to deliver shares of Common Stock as calculated pursuant to an earnout
provision based on the 1996 calendar year earnings of CHS Poland. If Comtrad
fails to deliver such shares, the Company has agreed to do so.
The Company is a party to a separate consulting agreement with Donald
D. Winstead, a director of the Company. Under the terms of the agreement, Mr.
Winstead provides management consulting and related services for a fee of $4,000
per month. Mr. Winstead received $48,000 under the arrangement in 1996.
14
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, as amended (the "Act"), the Company has duly caused this Amendment
Number 1 to Form 10-K to be signed on its behalf by the undersigned, thereunto
duly authorized.
CHS ELECTRONICS, INC.
By: /s/ CRAIG TOLL
-------------------------------------
Craig Toll
Chief Financial Officer and Treasurer
Dated: April 29, 1997
