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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
(Mark One)
[X] Annual Report under Section 13 or 15(d)of the Securities Exchange Act
of 1934 (Fee required)
For the fiscal year ended November 30, 1996
-----------------
[ ] Transition Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 (No fee required)
For the transition period from ______________ to________________
Commission file number: 0-25126
COHESANT TECHNOLOGIES INC.
(Exact name of Small Business Issuer in Its charter)
Delaware 34-1775913
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
1801 East 9th Street, Ste. 510, Cleveland, Ohio 44114
(Address of Principal Executive Offices) (Zip Code)
Issuer's Telephone Number, Including Area Code: (216) 861-6266
Securities registered under Section 12(b) of the Exchange Act: Common Stock,
$.001 Par Value; Common Stock Purchase Warrants, registered on the Boston
Stock Exchange
Securities registered under Section 12(g) of the Exchange Act: Common Stock,
$.001 Par Value; Common Stock Purchase Warrants
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 past 90 days. Yes X No_____
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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]
State issuer's revenues for its most recent fiscal year. $13,643,384.
State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the average bid and asked prices of such
stock, as of February 24, 1997.
$1,650,000.
As of February 24, 1997, the Issuer had 2,688,343 shares of Common
Stock, $.001 par value, outstanding.
Sequential page 1 of 9
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PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information regarding the current
Directors and Executive Officers of the Company. Each director holds office from
election until the next annual meeting of stockholders or until their successors
are duly elected and qualified.
<TABLE>
<CAPTION>
DIRECTOR
NAME PRINCIPAL OCCUPATION AND AGE SINCE
---- ---------------------------- -----
<S> <C> <C>
Morton A. Cohen Chairman and Chief Executive Officer of the Company;
age 61 1994
Dwight D. Goodman President and Chief Operating Officer of the Company;
age 63 1994
Douglas R. Elliott Executive Vice President and Chief Technical Officer
of the Company; age 44 1994
Michael L. Boeckman Chief Financial Officer of Cohen & Co.; age 50 1994
Norton W. Rose Business Consultant; age 68 1994
Morris H. Wheeler President of Clarion Management and Clarion Capital
Corporation; age 36 1996
</TABLE>
MORTON A. COHEN has been Chairman of the Board and Chief Executive
Officer since the Company's inception in July 1994, and served as the Company's
President from May to July 1996. Mr. Cohen has been Chairman of the Board of
Directors and Chief Executive Officer of Clarion Capital Corporation
("Clarion"), a private, small business investment company, for more than five
years. He is also a director of Sentex Sensing Technologies, Inc., a
manufacturer of instrumentation measuring devices; Zemex Corporation, an
industrial minerals company; Gothic Energy Corporation, a developer and operator
of oil and gas producing properties and DHB Capital Group, Inc., a holding
company with a diversified portfolio. Mr. Cohen is the father-in-law of Morris
H. Wheeler.
DWIGHT D. GOODMAN has been a Director of the Company since its
inception and has been the President and Chief Operating Officer of the Company
since July 1996 and Chief Financial Officer since May 1996; from May 1996 until
July 1996, Mr. Goodman had been
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the Company's Executive Vice President and Chief Financial Officer. Mr. Goodman
had been the President and Chief Executive Officer of Glas-Craft, Inc. ("GCI"),
a Company subsidiary, since 1984.
DOUGLAS R. ELLIOTT has been a Director of the Company since its
inception and has been the Company's Executive Vice President and Chief
Technical Officer since October 1996. Prior thereto, Mr. Elliot had been
President and Chief Executive Officer of American Chemical Company ("ACC"), a
Company subsidiary, for more than five years.
MICHAEL L. BOECKMAN has been a Director of the Company since its
inception. Mr. Boeckman has been Chief Financial Officer of Cohen & Co., an
accounting firm, since December 1996. From May 1996 through December 1996, Mr.
Boeckman was a self- employed business consultant. From July 1994 until May
1996, Mr. Boeckman was the Company's President and Chief Operating Officer.
Prior thereto, Mr. Boeckman was the Vice President and Chief Financial Officer
of Clarion for more than five years.
NORTON W. ROSE has been a Director of the Company since its inception.
Mr. Rose has been a self-employed business consultant for over five years. Mr.
Rose serves as Executive Vice President of Creativity for Kids, a children's
craft and activities manufacturer, and Vice Chairman of Blue Coral, Inc., a
specialty chemical company. He also serves on the Board of Directors of Telxon
Corp., a hand-held microcomputer systems company and Specialty Chemical
Resources, Inc., a specialty chemical company.
MORRIS H. WHEELER has been a Director of the Company since July 1996.
Mr. Wheeler has been President of Clarion since September 1996, and served as
its Vice President from August 1994 to September 1996. Mr. Wheeler has been
President of Clarion Management Ltd., an investment management and consulting
company, since April 1996. Prior to August 1994, Mr Wheeler was an attorney with
the law firm of Davis Polk & Wardwell in New York City. Mr. Wheeler is the
son-in-law of Morton A. Cohen.
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ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth information relating to the annual and long-term
compensation for the fiscal years ended November 30, 1996, 1995 and 1994 for the
chief executive officer and the other two most highly compensated executives of
the Company. No other executive officer received compensation in excess of
$100,000 during such year.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
------------
ANNUAL COMPENSATION AWARDS
--------------------------------------------- ------
SECURITIES
FISCAL OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION (1) OPTIONS COMPENSATION(2)
- --------------------------- --- ------ ----- ---------------- -------- ---------------
(SHARES)
<S> <C> <C> <C> <C> <C> <C>
Morton A. Cohen, 1996 $ -0- $ -0- $ -0- 10,000 $ -0-
Chairman of the Board and Chief 1995 -0- -0- -0- 1,000 -0-
Executive Officer 1994 -0- -0- -0- -0- -0-
Dwight D. Goodman, 1996 $118,980 $ -0- $ -0- 15,000 $3,641
President and Chief Operating Officer 1995 108,000 -0- -0- 15,000 3,703
1994 108,000 39,273 -0- -0- 4,476
Douglas R. Elliott, 1996 $111,240 $ -0- $ -0- 5,000 $3,339
Executive Vice President 1995 107,000 -0- -0- 15,000 3,210
and Chief Technical Officer 1994 107,000 -0- -0- -0- -0-
<FN>
- ----------------
(1) Excludes perquisites and other benefits, unless the aggregate amount of
such compensation is greater than 10 percent of the total of annual
salary and bonus reported for the named executive officer.
(2) Includes corporate contributions to the Company's 401(k) Plan.
</TABLE>
Mr. Dwight D. Goodman has an agreement with GCI pursuant to which he is
employed as its President through November 30, 1997. The employment agreement
provides for an annual base salary, increasing annually based upon the consumer
price index and an annual bonus at the discretion of the Compensation Committee
of the Board of Directors of the Company. In the event Mr. Goodman's employment
is terminated without cause, he will be paid the then current salary for one
year. At the July 1996 Board of Directors meeting, Mr. Goodman's salary was
increased to $121,240 per annum to reflect his additional duties.
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Mr. Douglas R. Elliott has an agreement with ACC pursuant to which he
is employed as its President through November 30, 1997. Mr. Elliott's current
annual base salary is $114,990, and an annual bonus is payable at the discretion
of the Compensation Committee of the Board of Directors of the Company. In the
event Mr. Elliott's employment is terminated without cause, he will be paid the
then current salary for one year.
OPTION GRANTS IN LAST FISCAL YEAR
(Individual Grants)
The following table provides information relating to grants of stock options
made during the last fiscal year for the chief executive officer and the other
two most highly compensated executives of the Company.
<TABLE>
<CAPTION>
NUMBER OF % OF TOTAL
SECURITIES OPTIONS EXERCISE
UNDERLYING GRANTED TO OR BASE
OPTIONS EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED FISCAL YEAR ($/SH) DATE
- ---- ------- ----------- ------ ----
<S> <C> <C> <C> <C>
Morton A. Cohen 10,000(1) 8% $1.25 July 25, 2001
Dwight D. Goodman 15,000(1) 12% $1.25 July 25, 2001
Douglas R. Elliott 5,000(2) 4% $1.25 July 25, 2001
<FN>
(1) The Option becomes exercisable in two equal annual installments commencing
July 25, 1997.
(2) The Option becomes exercisable in four equal annual installments commencing
July 25, 1997.
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table provides information relating to aggregate option
exercises during the last fiscal year and fiscal year-end option values for the
chief executive officer and the other two most highly compensated executives of
the Company.
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
NOVEMBER 30, 1996 NOVEMBER 30, 1996
SHARES ACQUIRED VALUE ----------------------------- ------------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Morton A. Cohen -0- -0- 1,000 10,000 -0- -0-
Dwight D. Goodman -0- -0- 7,500 22,500 -0- -0-
Douglas R. Elliott -0- -0- 7,500 12,500 -0- -0-
</TABLE>
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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth, as of the date hereof, certain information
concerning those persons known to the Company, based on information obtained
from such persons, with respect to the beneficial ownership (as such term is
defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of
shares of common stock of the Company by (i) each person known by the Company to
be the owner of more than 5% of the outstanding shares; (ii) each Director,
(iii) each executive officer named in the Summary Compensation Table and (iv)
all Directors and executive officers as a group:
<TABLE>
<CAPTION>
PERCENTAGE OF
NAME AND ADDRESS OF AMOUNT AND NATURE OUTSTANDING
BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP SHARES OWNED
- ---------------- ----------------------- ------------
<S> <C> <C>
Morton A. Cohen 1,307,880(1)(2) 48.6%
1801 East 9th Street
Cleveland, Ohio 44114
Clarion Capital Corporation 1,175,980 43.7%
1801 East 9th Street
Cleveland, Ohio 44114
Dwight D. Goodman 55,655 (3) 2.1%
5845 W. 82nd Street
Indianapolis, Indiana 46278
Douglas R. Elliott 125,175 (3) 4.6%
5231 Northrup Avenue
St. Louis Missouri 63110
Morris H. Wheeler 1,177,980(4) 43.8%
1801 East 9th Street
Cleveland, Ohio 44114
Michael L. Boeckman 1,000 *
1300 East 9th Street
Cleveland, Ohio 44114
Norton W. Rose 3,000(2) *
1215 Valley Belt Road
Cleveland, Ohio 44131
All directors and executive officers as a 1,494,710(5) 55.3%(5)
group (6 persons)
</TABLE>
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*Represents less than 1%.
(1) Includes 1,175,980 shares owned of record by Clarion Capital
Corporation ("Clarion"), an entity of which Mr. Cohen is a principal,
and 30,500 shares held by various other investment funds of which
Mr. Cohen is deemed a control person.
(2) Includes 1,000 shares issuable upon exercise of options exercisable
within 60 days of the date hereof.
(3) Includes 7,500 shares issuable upon exercise of options exercisable
within 60 days of the date hereof.
(4) Includes 1,175,980 shares owned of record by Clarion.
(5) Includes 17,000 shares issuable upon exercise of stock options
exercisable within 60 days of the date hereof.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has entered, effective June 1, 1996, into a Financial Advisory
Agreement with Clarion pursuant to which Clarion provides management and
administrative support and assistance in preparation of SEC reports. Clarion
receives a quarterly fee of $10,500. Under the agreement, Clarion also provides
office space and equipment for the Company's Chief Executive Officer and his
staff. Clarion also performs additional, specific projects, as requested. Under
the agreement and its predecessor, an Office Sharing Agreement, Clarion received
$21,800 in payment in fiscal 1996.
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SIGNATURES
----------
Pursuant the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this amendment
to its Form 10-KSB to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: March 31, 1997
COHESANT TECHNOLOGIES, INC.
By: /s/ Dwight D. Goodman
_________________________________
Dwight D. Goodman
President
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