UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 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, 1999
--------------------------------
[ ] 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 0-25336
-------
KIRLIN HOLDING CORP.
-------------------------
(Name of small business issuer in its charter)
Delaware 11-3229358
- ------------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6901 Jericho Turnpike, Syosset, New York 11791
- ---------------------------------------------- ------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (800) 899-9400
---------------
The undersigned registrant hereby amends its Annual Report on Form 10-KSB
for the fiscal year ended December 31, 1999 as set forth in the pages attached
hereto:
Item 9: Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
Item 10: Executive Compensation.
Item 11: Security Ownership of Certain Beneficial Owners and Management.
Item 12: Certain Relationships and Related Transactions.
<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.
As of April 24, 2000, the Company's directors and executive officers and
their ages and positions are as follows:
Name Age Position
---- --- --------
David O. Lindner 37 Chairman, Chief Executive Officer
and Director
Anthony J. Kirincic 38 President, Chief Financial Officer,
Secretary and Director
Edward J. Casey 39 Director
Harold Paul 52 Director
David O. Lindner has been Chairman of the Board and Chief Executive Officer
of the Company and of the Company's wholly-owned subsidiary, Kirlin Securities,
Inc., since their inception in 1994 and 1987, respectively. Mr. Linder is also a
director of the Company's majority-owned subsidiary, VentureHighway.com Inc.
Anthony J. Kirincic has been President, Chief Financial Officer and a
director of the Company since its inception, Chief Financial Officer and a
director of Kirlin Securities since its inception and President of Kirlin
Securities from its inception until July 1999. Mr. Kirincic is also a director
of VentureHighway.com.
Edward J. Casey has been a director of the Company since November 1995.
Since June 1992, Mr. Casey has been an attorney at McClintock, Weston, Benshoof,
Rochefort, Rubalcava and MacCuish. From August 1985 to June 1992, Mr. Casey was
an attorney at Alschuler, Grossman and Pines. Mr. Casey obtained his Bachelor of
Arts degree from Hofstra University in 1982 and his Juris Doctor from the
University of Chicago in 1985. Mr. Casey is a member of the Board of Directors
and Chairman of Environmental Committee, Los Angeles Headquarters Association
and is a member of the Urban Land Institute.
Harold Paul has been a director of the Company since July 1999. Since July
1999, Mr. Paul has been a partner at Paul & Rosen LLP., a law firm specializing
in securities matters, and prior to that time and for more than five years, a
partner at Berger & Paul LLP. Mr. Paul has been a director of Ariel Corporation
since June 1995.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers, directors and persons who beneficially own more than ten
percent of the Company's Common Stock to file reports of ownership and changes
in ownership with the Securities and Exchange Commission. These reporting
persons also are required to furnish the Company with copies of all Section
16(a) forms they file. To the Company's knowledge, based solely on its review of
2
<PAGE>
the copies of such forms furnished to it and representations that no other
reports were required, the Company believes that all Section 16(a) reporting
requirements were complied with during the fiscal year ended December 31, 1999.
ITEM 10. EXECUTIVE COMPENSATION.
The information in this Item 10 gives effect to the Company's two-for-one
stock splits effected in December 1997, July 1999 and March 2000.
The following table sets forth information concerning compensation for the
fiscal years indicated for services in all capacities awarded to, earned by or
paid to the Company's Chief Executive Officer and each of the other most highly
compensated executive officers whose compensation was in excess of $100,000
during the fiscal year ended December 31, 1999.
<TABLE>
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation(1) Compensation
------------------------------------------- -------------
Other Annual Number of
Name and Principal Salary Bonus Compensation Options
Position Year ($) ($) ($)(2) (#)
- ------------------ ---- ------ ------- ---------- -----------
<S> <C> <C> <C> <C> <C>
David O. Lindner 1999 325,000 500,000 511,525 264,000(3)
Chief Executive 1998 325,000 275,000 75,369 --
Officer 1997 325,000 400,000(4) 177,928 --
Anthony J. Kirincic 1999 325,000 500,000 511,525 264,000(3)
President 1998 325,000 275,000 75,369 --
1997 325,000 400,000(4) 177,928 --
</TABLE>
(1) The compensation is paid by the Company's wholly-owned subsidiary, Kirlin
Securities, Inc.
(2) Represents brokerage commissions and (i) in 1999 also represents (a) the
value of membership interests ($98,125) in Greenleaf Capital Partners II
LLC., a private investment partnership, issued to each of Messrs. Lindner
and Kirincic and (b) the value of the personal use of a Company- leased
automobile ($3,500); and (ii) in 1997 includes cash received ($87,807.50)
by each of Messrs. Lindner and Kirincic in the Company's exchange offer of
its outstanding stock options and warrants, and the value of membership
interests ($87,500) in Greenleaf Capital Partners LLC, a private investment
partnership, issued to each of Messrs. Lindner and Kirincic.
(3) As an additional bonus in recognition for their services and the Company's
performance in 1999, on February 2, 2000, each of Messrs. Lindner and
Kirincic were granted options to purchase 7.5% (or 499,484 shares) of the
shares of common stock of VentureHighway.com Inc. which are held by the
Company, at a per share price of $ 3.57. The option is exercisable until
February 1, 2005. The exercise price may be paid in cash and/or common
stock of the Company.
(4) Approximately one-half of this amount ($199,750) was paid in cash and the
balance was paid by the issuance of the Company's Common Stock under the
Company's 1994 Stock Plan, which was valued at the last sale price of the
Common Stock ($1.46875) on the date of the award. Accordingly, each of
Messrs. Lindner and Kirincic were issued 136,000 shares.
3
<PAGE>
The following table summarizes the number of options granted to the
executive officers named above during the fiscal year ended December 31, 1999,
and the percentage that such options relate to the stock options granted to all
employees during such fiscal year:
<TABLE>
OPTIONS/SHARES GRANTS IN LAST FISCAL YEAR
Individual Grants
----------------------------------
% of Total
Options/Shares Market
Granted to Exercise Price on
Options/Shares Employees in Price Date of Expiration
Name Granted(#) Fiscal Year ($/Share) Grant ($) Date
- ----- -------------- --------------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
David O. Lindner 264,000(1) 20.1% 0.96875 0.96875 1/10/09
Chairman of the Board
Anthony J. Kirincic 264,000(1) 20.1% 0.96875 0.96875 1/10/09
President
</TABLE>
(1) Represents option to purchase 264,000 shares of Common Stock pursuant to
the Company's 1996 Plan, as to which options to purchase 88,000 shares
became exercisable on January 11, 2000, and options to purchase 88,000
shares will become exercisable on each of January 11, 2002 and 2003.
The following table summarizes the number of exercisable and unexercisable
options held by the executive officers named above at December 31, 1999, and
their value at that date if such options were in-the-money:
<TABLE>
1999 Year-End Option Values
----------------------------------------------
Number of securities underlying Value of securities underlying
unexercised options at unexercised in-the-money options at
Name December 31, 1999 December 31, 1999(1)
----- ------------------------------------- ------------------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
David O. Lindner 0 264,000 $ 0 $ 882,750
Anthony J. Kirincic 0 264,000 $ 0 $ 882,750
</TABLE>
(1) Represents the total gain that would be realized if all in-the-money
options held at December 31, 1999 were exercised, determined by multiplying
the number of shares underlying the options by the difference between the
per share option exercise price and $4.3125, the closing price of the
Common Stock on December 31, 1999.
The executive officers named above did not exercise any options during the
fiscal year ended December 31, 1999.
Compensation Arrangements
The Company does not have written employment agreements with Messrs.
Lindner or Kirincic. Messrs. Lindner and Kirincic are paid a salary at an annual
4
<PAGE>
rate of $325,000. Messrs. Lindner and Kirincic and a non-executive officer of
Kirlin pool their respective customer accounts and share equally (one-third
each) in the commissions generated by such accounts. In addition, Kirlin issues
to each of Messrs. Lindner and Kirincic 162/3% of any underwriter warrants or
equity issuable to Kirlin in connection with its investment banking activities.
The Company's directors who are not employed by the Company, presently
Messrs. Casey and Paul, receive an annual directors' fee of $15,000 payable
quarterly.
On February 2, 2000, Messrs. Lindner and Kirincic each were granted options
to purchase 100,000 shares of Common Stock for $4.0315 (the last sale price of
the Common Stock on the trading day immediately preceding the date of grant) per
share through February 1, 2010 which options become exercisable as to one-third
of the shares on February 1 in each of the years 2001, 2002 and 2003. In
addition, on February 2, 2000, Messrs. Casey and Paul each were granted options
to purchase 10,000 shares of Common Stock for $4.0315 per share through February
1, 2010, which options were immediately exercisable.
Stock Option Plans
In August 1994, the Company adopted the 1994 Stock Plan ("1994 Plan"),
which originally covered 4,800,000 shares (split adjusted) of the Company's
Common Stock pursuant to which officers, directors, key employees and
consultants of the Company are eligible to receive incentive or non- qualified
stock options, stock appreciation rights, restricted stock awards, deferred
stock, stock reload options and other stock based awards. The 1994 Plan will
terminate at such time that no further awards may be granted and awards granted
are no longer outstanding, provided that incentive options may only be granted
until August 1, 2004. The 1994 Plan is administered by the Board of Directors.
To the extent permitted under the provisions of the 1994 Plan, the Board of
Directors has authority to determine the selection of participants, allotment of
shares, price, and other conditions of purchase of awards and administration of
the 1994 Plan. In June 1996, the Company adopted the 1996 Stock Plan ("1996
Plan"), originally covering 8,000,000 shares (split adjusted) of the Company's
Common Stock, which is substantially identical to the 1994 Plan except that
incentive options may be granted until April 10, 2006.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information as of April 24, 2000 (on
which date 12,559,392 shares of the Company's Common Stock were outstanding),
with respect to (i) those persons or groups known to the Company to beneficially
own more than 5% of the Company's Common Stock, (ii) each director and nominee,
(iii) each executive officer whose compensation exceeded $100,000 in fiscal
1998, and (iv) all directors and executive officers as a group. The information
is determined in accordance with Rule 13d-3 promulgated under the Securities
Exchange Act of 1934 based upon information furnished by the persons listed or
contained in filings made by them with the Securities and Exchange Commission.
Except as indicated below, the stockholders listed possess sole voting and
investment power with respect to their shares.
5
<PAGE>
Amount and Nature of Percent
Name of Beneficial Owner(1) Beneficial Ownership of Class
- ------------------------ -------------------- --------
David O. Lindner............... 2,984,000(2) 23.6%
Anthony J. Kirincic............ 2,984,000(2) 23.6%
Edward J. Casey................ 36,000(3) *
Harold Paul.................... 34,000(4) *
All Executive Officers
and Directors as a Group (4 persons)... 6,038,000(5) 47.3%
- ---------------------------------
* Less than 1%.
(1) The business address of Messrs. Lindner and Kirincic is 6901 Jericho
Turnpike, Syosset, New York 11791. Mr. Casey's business address is 444
South Flower Street, 43rd Floor, Los Angeles, California 90071. Mr. Paul's
business address is 420 Lexington Avenue, Suite 2400, New York, New York
10171.
(2) Includes 88,000 shares of Common Stock issuable upon the exercise of
options that are currently exercisable. Excludes 276,000 shares of Common
Stock of the Company issuable upon the exercise of options that are not
exercisable within the next sixty days.
(3) Includes 30,000 shares of Common Stock issuable upon the exercise of
options that are currently exercisable.
(4) Includes 20,000 shares of Common Stock issuable upon the exercise of
options that are currently exercisable. Also includes (i) 6,000 shares of
common stock held jointly by Mr. Paul and his wife, and (ii) 8,000 shares
of common stock held in Mr. Paul's individual retirement account.
(5) Includes 226,000 shares of Common Stock issuable upon the exercise of
options that are currently exercisable. Excludes 552,000 shares of Common
Stock issuable upon the exercise of options that are not exercisable within
the next sixty days.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
6
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
KIRLIN HOLDING CORP.
(Registrant)
Dated: May 1, 2000 /s/ Anthony J. Kirincic
By: ---------------------------
Name: Anthony J. Kirincic
Title: President
7
