U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
|X| AMENDMENT NO. 1 TO THE ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED NOVEMBER 30,
1997
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______________ TO
_______________
NACO INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Utah 33-85044-D 48-0836971
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
395 West 1400 North
Logan, Utah 84341
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (435) 753-8020
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on Which
Title of Each Class Registered
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None None
Securities registered pursuant to Section 12(g) of the Act: None
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 the past 90 days. YES |X| NO
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained herein, 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|
The issuer's revenues for its most current fiscal year were $7,579,631.
The aggregate market value of the Units held by non-affiliates based upon
the average of the bid and ask prices of the Units in over-the-counter market on
February 20, 1998 was $1,820,269.
As of February 20, 1998, the Registrant had 1,849,083 shares of Common
Stock outstanding, and 163,745 shares of Preferred Stock outstanding.
No documents are incorporated herein by reference.
Transitional Small Business Disclosure Format: YES |X| NO
<PAGE>
Item 10 of the Registrant's Annual Report on Form 10-KSB is hereby amended
to read in its entirety as follows:
Item 10. Executive Compensation
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The following table sets forth compensation paid or accrued by NACO
Industries, Inc. during the last three fiscal years to its Chief Executive
Officer, the only executive officer whose total annual salary and bonus exceeded
$ 100,000.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation
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Other Annual All Other
Name & Position Year Salary Bonus Compensation Compensation(1)
- ------------------------------ ---- ------- ----- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Verne Bray 1997 $233,268 0 0 $4,050
Chief Executive Officer 1996 211,086 0 0 3,906
and President 1995 214,931 0 0 2,645
</TABLE>
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(1) Includes Company contributions to a defined contribution plan.
There were no individual grants of stock options or freestanding stock
appreciation rights made by the Company during the last completed fiscal year to
the Chief Executive Officer.
Aggregated Option Exercises in Last Fiscal Year and Year End Option Values
The following table sets forth the aggregate value of unexercised options to
acquire shares of the Common Stock held by the Chief Executive Officer on
November 30, 1997.
<TABLE>
<CAPTION>
Number of Value of Unexercised
Unexercised Options In-the-Money Options at
at FY-End(#) FY-End($)(1)
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Shares Acquire Value Exercisable/ Exercisable/
Name on Exercise(#) Realized($) Unexercisable Unexercisable
---- -------------- ----------- -------------- ----------------
<S> <C> <C> <C> <C>
Verne Bray
Chief Executive Officer -- -- 20,000/0 $0/$0
and President
</TABLE>
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(1) The Company's Common Stock is not publicly traded. Based on the average of
the bid and ask prices of the Units, which consist of a share of Preferred
Stock which is convertible into two shares of Common Stock and a half of
warrant to acquire one share of common stock at an exercise price of
$3.00, the Company has determined the per share value of the Common Stock
does not exceed the exercise price of the options
Employment Agreements.
In September 1994 the Company entered into an employment contract with Verne
Bray, President and Chief Executive Officer. The contract is for a term of 5
years and provides for a base salary of $224,000 with a cost of living
adjustment based on the increase in the consumer price index yearly. In the
event the Company is more than two years in arrears in the payment of cumulative
dividends to the holders of the Preferred Stock the salary will be reduced by
$74,000 annually until the dividends are paid in full. Mr. Bray is entitled to
receive a payment of $100,000 if his employment is terminated in violation of
the terms of the employment agreement.
<PAGE>
Director Compensation
In August 1996, the Company granted non-qualified options to purchase 150,000
shares of Common Stock to James C. Czirr as a condition of acceptance of
nomination to the Board of Directors. The exercise price of the option is $4.00
per share. Directors do not receive any annual fee or compensation for serving
on the Board of Directors. They are, however, reimbursed for their costs in
attending board meetings.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this Amendment No.1 on Form 10-KSB\A to be
signed on its behalf by the undersigned, thereunto duly authorized, on March
19, 1998.
NACO INDUSTRIES, INC.
By: /s/ Jeffrey J. Kirby
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Vice President
