U.S. 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 May 31, 1996
OR
[ ] 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 1-13776
GREENMAN TECHNOLOGIES,INC.
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(Exact name of small business issuer as specified in its charter)
DELAWARE 71-0724248
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
7 KIMBALL LANE, BUILDING A, LYNNFIELD, MA 01940
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code (617) 224-2411
Securities registered pursuant to Section 12 (b) of the Exchange Act:
Name of each exchange
Title of each class on which registered
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Common Stock, $ .01 par value Boston Stock Exchange
Class A Common Stock Purchase Warrants Boston Stock Exchange
Securities registered pursuant to Section 12 (g) of the Exchange Act:
Common Stock, $ .01 par value
(Title of each class)
Class A Common Stock Purchase Warrants
(Title of each class)
Check whether the issuer (1) has 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
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Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B 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 ]
The issuer's revenues for the fiscal year ended May 31, 1996 were $4,338,538
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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 September
10, 1996 was $7,817,469.
As of September 10, 1996, 5,076,083 shares of Common Stock of issuer were
outstanding. The aggregate market value of the shares of Common Stock was
$11,103,932.
Transitional Small Business Disclosure Format (check one) Yes [ ] No [X]
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
STOCK ISSUANCES; STOCK OPTIONS; WARRANTS
In connection with its incorporation in 1992, the Company authorized
the issuance at a price of $.01 per share of 338,300 shares of Common Stock to
James F. Barker, the Company's President, 116,700 shares to Cynthia M. Barker,
Mr. Barker's adult daughter and an employee of the Company, 250,000 shares to
Joseph E. Levangie, the Company's Chief Financial Officer, 285,000 shares to
Maurice E. Needham, the Company's Chairman and Chief Executive Officer, and
220,000 shares to Dhananjay G. Wadekar, a principal stockholder. The Company
also issued 44,500 shares to one unaffiliated person. (Hereinafter, these shares
are collectively referred to as "Founders' Shares"). Although stock subscription
agreements for the Founders' Shares were executed, no payment for the Founders'
Shares was received. In August 1994, the Company's Board of Directors voted to
forgive the stock subscriptions receivable in exchange for services rendered by
these persons to the Company during its start-up operations. The Company also
issued 140,000 shares of Common Stock to Budra Management Corp. ("Budra"), at
the time a principal stockholder of the Company, in connection with the loans
made to the Company.
In October 1993, various persons (the "Westfield Holders") who were
affiliates of, or associates of affiliates of, Westfield Financial Corporation
("Westfield"), a registered broker-dealer, purchased an aggregate of 774,000
shares of Common Stock for an aggregate purchase price of $200,000, of which an
aggregate of $75,000 was paid in cash on June 29, 1994 and an aggregate of
$125,000 was paid in the form of two-year 8% promissory notes, with interest
commencing seven months after the date of the notes. In addition, the Westfield
Holders extended a line of credit in the amount of $300,000, which line was not
drawn upon by the Company. Subsequent thereto, the Company entered into a letter
of intent with Westfield for the underwritten initial public offering of the
Company's securities. In October 1994, Westfield discontinued its retail
broker-dealer activities. In January 1995, the Company repurchased and retired
an aggregate of 463,167 shares from the Westfield Holders in consideration for
an aggregate of $55,884 in cash and release of the Westfield Holders from their
obligations under promissory notes totaling $87,317 in the aggregate and from
their obligation to provide the line of credit. In July 1995, Mr. Wadekar
purchased 58,333 shares from one of the Westfield Holders as a condition to the
Company's listing on the NASDAQ SmallCap Market. The Westfield Holders are not
officers, directors or affiliates of the Company.
In July 1994, the Company granted to Mr. Wadekar five year
non-qualified stock options to purchase 125,000 shares of the Company's Common
Stock exercisable at $.29 per share in consideration for services rendered to
the Company, which included advice on business and joint venture startegies, as
well as advice for integration of the operations of DuraWear and the Company. In
February 1996, Mr. Wadekar exercised these non-qualified stock options using a
net exercise feature, in exchange for 117,750 shares of Common Stock.
In April 1995, the Company issued 72,000 shares of Common Stock and
60,000 shares of Common Stock to Mr. Levangie and Mr. Needham, respectively, in
satisfaction of an aggregate of $132,000 in accrued consulting fees owned to
Messrs. Levangie and Needham through May 31, 1995. The Company also granted to
Mr. Levangie, non-qualified options to purchase 2,500 shares of Common Stock.
These options are exercisable at $1.00 and expire on April 26, 2005. In
addition, the Company issued 21,000 shares of Common Stock to Cynthia M. Barker
in consideration for services rendered valued at $21,000.
In April 1995, Mr. Needham loaned the Company $75,000 which was
evidenced by a promissory note that bears interest at 18% per annum due May
1995. Mr. Needham subsequently converted $40,000 in principal of the loan into
40,000 shares of Common Stock and the balance of the loan, together with accrued
interest, was repaid in May 1995.
On October 10, 1995, the Company acquired all of the outstanding common
stock of DuraWear Corporation, a company owed solely by Mr. Wadekar, a principal
stockholder of the Company. The purchase price consisted of $400,000 in cash and
75,000 shares of the Company's Common Stock, valued in the aggregate at $375,000
or $5.00 per share. In connection with the acquisition, the Company entered into
a three-year non-competition agreement with Mr. Wadekar, under which the Company
issued 70,000 shares of the Company's common stock valued in the aggregate at
$350,000 or $5.00 per share.
The Company also entered into a one-year consulting agreement with Mr.
Wadekar in consideration for which the Company will pay a total of $20,000 in
monthly installments of $1,667 commencing in November 1995.
LOANS; PERSONAL GUARANTEES
During the period from September to December 1992, Budra Management
made loans to the Company in the aggregate principal amount of $233,000. The
original terms of the loans provided for payment of interest at the rate of 10%
per annum, the repayment of the loans at the closing of the Company's Initial
Public Offering ("IPO") and the payment of an additional $250,000 in cash one
year from the IPO. In March 1995, the Company and Budra modified the terms of
the note to provide for the issuance to Budra of 100,000 shares of Common Stock,
valued in the aggregate at $500,000 (or $5.00 per share), at the closing of the
IPO in lieu of the $250,000 cash payment. The 100,000 shares of Common Stock are
subject to a lock-up agreement limiting the transfer of the shares to no more
than 15,000 shares per quarter commencing 90 days after the IPO. In October
1995, the Company repaid the $233,000 notes payable plus interest to Budra and
issued the 100,000 shares of Common Stock.
Pursuant to the terms of the DuraWear stock purchase agreement, the
Company succeeded to the obligations of DuraWear relating to the repayment of an
amount ($132,150 as of May 31, 1996) which is evidenced by a promissory note
representing amounts due for advances to DuraWear by Mr. Wadekar who is also a
principal stockholder of the Company. The note is being repaid in 36 equal
monthly installments of principal plus accrued interest at prime plus 1.5%
(10.0% at May 31, 1996), adjusted annually.
Mr. Wadekar has guaranteed payment of DuraWear's loans from a bank,
which have an outstanding principal balance of $579,143 at May 31, 1996. One of
the loans, with an outstanding principal balance of $468,412 at May 31, 1996, is
secured by a mortgage on real estate owned by DuraWear as well as a lien on
substantially all of DuraWear's assets, bears interest at the rate of prime plus
1% ( 9.25% at May 31, 1996) per annum and is due in July 2000. The other loan,
with an outstanding principal balance of $110,731 at May 31, 1996, is secured by
a second lien on substantially all of DuraWear's assets, bears interest at the
rate of prime plus 1% (9.25% at May 31, 1996) and is due in March 1997.
As of May 31, 1995, the Company had loaned a total of $175,000 to
DuraWear. From June 1, 1995 until the acquisition of DuraWear, the Company
loaned DuraWear an additional $57,094. Upon consummation of the acquisition the
outstanding balance was eliminated in consolidation.
In January 1996, the Company made a $500,000 advance under a
non-interest bearing loan agreement to a company owned by one of its directors.
On June 26, 1996, this advance was returned to the Company in its entirety.
During the period of February 1996 to May 1996 the Company borrowed an
aggregate of $1,500,000 from Palomar Medical Technologies, Inc. ("Palomar"). Two
of the Company's directors also hold positions as directors and or officers of
Palomar. These notes payable bear interest at 10% per annum with principal and
interest due in three $500,000 increments at the earlier of (1) the tenth
business day following the consummation by the Company of a minimum $3,000,000
of additional financing or (2) on September 30, 1996, January 1, 1997 and June
1, 1997, respectively. In addition, the Company agreed to grant warrants to
purchase 100,000 shares of the Company's Common Stock at an exercise price of
$3.88 per share and warrants to purchase 100,000 shares of the Company's Common
Stock at an exercise price of $4.00 per share The Company has the right to
prepay any and all installments without penalty. The proceeds of these notes
were used towards the $1,800,000 of cryogenic equipment deposits required to be
paid by the Company.
Subsequent to year-end, the Company borrowed an additional $200,000
from Palomar to be utilized for general working capital purposes. The note
payable bears interest at 10% per annum with principal and interest due at the
earlier of (1) the tenth business day following the consummation by the Company
of a minimum $3,000,000 of additional financing or (2) on January 1, 1997. In
addition, the Company agreed to grant warrants to purchase 100,000 shares of the
Company's Common Stock at an exercise price of $3.88 per share.
In May 1996, the Company borrowed $325,000 from Maurice E. Needham, an
officer of the Company. This unsecured note payable bears interest at a rate of
prime plus 1.5% (9.75 % at May 31, 1996) per annum with principal and interest
due the earlier of September 23, 1996 or the tenth business day following the
consummation of a minimum $3,000,000 of additional financing. The proceeds of
the note were used towards equipment deposits, licensing fees and the issuance
of notes receivable.
From time to time since its inception, the Company has entered into
equipment leases with third parties with respect to certain equipment used by
the Company in its operations. Mr. Barker has personally guaranteed the lease
payments on equipment leases totaling approximately $1,200,000.
All future transactions, including loans, between the Company and its
officers, directors, principal stockholders, and their affiliates will be
approved by a majority of the independent and disinterested outside directors on
the Board of Directors, and will be on terms no less favorable to the Company
than could be obtained from unaffiliated third parties.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934 , the
Registrant certifies that it has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
By: GreenMan Technologies, Inc.
/s/ Robert H. Davis
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ROBERT H. DAVIS
CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1934 , this
report has been signed by the following persons on behalf of the Registrant in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE(S) DATE
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<S> <C> <C>
/s/ Maurice E. Needham Chairman of the Board August 6, 1997
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MAURICE E. NEEDHAM
/s/ Robert H. Davis Chief Executive Officer August 6, 1997
- ------------------- and Director
ROBERT H. DAVIS
/s/ James F. Barker President and Director August 6, 1997
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JAMES F. BARKER
/s/ Joseph E. Levangie Chief Financial Officer and Director August 6, 1997
- ---------------------- (Principal Financial Officer and
JOSEPH E. LEVANGIE Principal Accounting Officer)
/s/ Lew F. Boyd Director August 6, 1997
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LEW F. BOYD
/s/ Robert D. Maust Director August 6, 1997
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ROBERT D. MAUST
</TABLE>
