<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A No. 1
_ X _ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT Of 1934
For the fiscal year ended December 31, 1998
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 1-13732
SHARED TECHNOLOGIES CELLULAR, INC.
(Exact name of registrant as specified in its charter)
Delaware 06-1386411
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 Great Meadow Road, Suite 104
Wethersfield, Connecticut 06109
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(860) 258-2500
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.01
par value
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. [X]
The aggregate market value of the registrant's Common Stock held by
nonaffiliates as of March 29, 1999 was approximately $51,060,000 based on the
average of the closing bid and asked prices as reported on such date in the
over-the-counter market.
The number of shares outstanding of the registrant's Common Stock as of
March 29, 1999
7,650,107 shares of Common Stock $.01 par value
<PAGE> 2
PART III
ITEM 10
Directors and Executive Officers of the Company
The Board of Directors currently consists of 7 members. The Company has
filed with the Securities and Exchange Commission a preliminary proxy statement
containing a proposal for submission to the Company's stockholders at the 1999
annual meeting of stockholders concerning the election of directors.
Specifically, the proposal is to establish a classified Board of Directors,
whereby the Company would have three classes of directors, each of which, after
a transitional period commencing on the date of the 1999 annual stockholders
meeting, would serve for three years, with one class being elected each year.
All of the nominees at the next annual meeting of the Company's stockholder's
are currently members of the Board of Directors, except for Victor Grillo, Sr.,
who is nominated to serve as the eighth member of the Board of Directors for a
term to expire in 2001. The Company agreed to nominate Mr. Grillo for election
as a director in connection with negotiations by the Company to acquire a
privately held company of which Mr. Grillo is a principal. See "CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS" below. The following table and narrative
sets forth information regarding the principal occupation, other affiliations,
committee memberships and age for each of the nominees for director of the
Company.
BOARD NOMINEES FOR TERM TO EXPIRE IN 2000
CLASS I
<TABLE>
<CAPTION>
DIRECTOR POSITION WITH
DIRECTOR AGE SINCE COMPANY
- -------- --- ----- -------
<S> <C> <C> <C>
Nicholas E. Sinacori (2) ......... 54 1996 Director
Bruce Carswell ................... 69 1998 Director
</TABLE>
BOARD NOMINEES FOR TERM TO EXPIRE IN 2001
CLASS II
<TABLE>
<CAPTION>
DIRECTOR POSITION WITH
DIRECTOR AGE SINCE COMPANY
- -------- --- ----- -------
<S> <C> <C> <C>
William A. DiBella (2) (3).... 56 1993 Director
Vincent DiVincenzo (1)........ 49 1993 Senior Vice President,
Chief Financial Officer,
Treasurer and Director
Victor Grillo, Sr............. 58 -- Nominee for Director
</TABLE>
1
<PAGE> 3
BOARD NOMINEES FOR TERM TO EXPIRE IN 2002
CLASS III
<TABLE>
<CAPTION>
DIRECTOR POSITION WITH
DIRECTOR AGE SINCE COMPANY
- -------- --- ----- -------
<S> <C> <C> <C>
Anthony D. Autorino (1)....... 60 1989 Chairman, Chief Executive
Officer and Director
Thomas H. Decker (2) (3)...... 58 1994 Director
Ajit G. Hutheesing (1)(3) .... 63 1995 Director
</TABLE>
(1) Member of the Executive Committee.
(2) Member of the Audit Committee.
(3) Member of the Compensation Committee.
ANTHONY D. AUTORINO has been Chairman, President and Chief Executive
Officer of the Company since its formation in 1989. Mr. Autorino is a principal
of CMD Ventures LLC, a private real estate management and development company.
From January 1986 to March 1998, he was Chairman and Chief Executive Officer of
Shared Technologies Fairchild Inc. ("STFI"), which owns 23.6% of the issued and
outstanding Common Stock of the Company, and he was President of STFI from
January 1986 to March 1996. From January 1985 to January 1986, he was Chairman
and Chief Executive Officer of ShareTech, a joint venture between United
Technologies Corporation and AT&T. He was President of United Technologies
Building System Company from 1981 to 1984 and was its Chairman and Chief
Executive Officer from 1984 to 1985. Mr. Autorino joined the Hamilton Standard
Division of United Technologies in 1960, holding the positions of Vice
President, Executive Vice President and President of the Division. Mr. Autorino
was Chairman of the firearms manufacturer Colt's Manufacturing Company, Inc. and
of its parent company, CF Holding Corp. from March 1990 to March 1992. Mr.
Autorino serves on the board of directors of the Connecticut Children's Medical
Center. He also serves on the boards of trustees of The Bushnell Memorial
Theater in Hartford, Connecticut, and St. Joseph's College in West Hartford,
Connecticut. Mr. Autorino is chairman of Global Interactive Communications
Corporation, a private telecommunications services company.
BRUCE CARSWELL was appointed a director of the Company in July 1998.
Mr. Carswell has been a consultant to GTE Corporation since 1995, and has been a
principal in the Cabot Advisory Group, a human resource firm, since June 1998.
In 1995, he retired from GTE, having served in various capacities, including as
Executive Director of the Office of the Chairman, as Senior Vice President of
Human Resources and Administration, and as a member of the Board of Directors.
He chaired one joint-venture Board of GTE, continues to serve as a director of
another such Board, and provides consulting services to GTE. Mr. Carswell is a
noted authority on human resource issues and labor law, with experience that
includes congressional appointments to various commissions concerning business
and labor. Mr. Carswell received a bachelor's degree from Colby College and a
law degree from Cornell University.
2
<PAGE> 4
THOMAS H. DECKER has been a director of the Company since September
1994. Since September 1992, Mr. Decker has served as a Senior Vice
President-Investments of Prudential Securities. From 1981 to September 1992, he
served as a Senior Vice President at Tucker Anthony Incorporated.
WILLIAM A. DIBELLA has been a director of the Company since September
1994. Mr. DiBella is currently a lobbyist and is a principal of CMD Ventures
LLC., a private real estate management and development company. From 1981 to
1997, Mr. DiBella served as a Connecticut State Senator, including serving as
Senate Majority Leader and Chairman of the Finance, Revenue and Bonding
Committee. Mr. DiBella was a member of the Hartford City Council from 1971 to
1979 and Deputy Mayor from 1975 to 1977.
VINCENT DIVINCENZO has been Treasurer of the Company since March 1989,
Chief Financial Officer of the Company since February 1994, Senior Vice
President of the Company since March 1998, and a director of the Company since
March 1993. He is a principal of CMD Ventures LLC, a private real estate
management and development company. From 1988 to 1998, Mr. DiVincenzo served
STFI in many capacities, including as its Vice President-Finance from 1988 until
1993, its Senior Vice President-Administration and Finance from 1993 to March
1998, its Treasurer and Chief Financial Officer 1988 to March 1998, and as a
director of STFI from 1992 to March 1998. From 1987 to 1988, Mr. DiVincenzo was
Controller of KCR Technology, Inc., a research and development firm. From 1982
to 1986 he was employed by Lorlin Test Systems, formerly Eaton Corporation, last
serving as Controller. Mr. DiVincenzo is a director of Global Interactive
Corporation.
VICTOR GRILLO, SR. is a nominee for director. Since 1997, Mr. Grillo
has been Chief Executive Officer of DTR Associates Limited Partnership, a
limited partnership engaged in the business of developing, marketing and
distributing consumer products through direct response and retail distribution
channels ("DTR"). From 1991 to 1997, Mr. Grillo was President of DTR.
AJIT G. HUTHEESING has been a director of the Company since December of
1995. Mr. Hutheesing is the founder, Chairman and Chief Executive Officer of
International Capital Partners, Inc. ("ICP"), a private investment management
firm. Prior to starting ICP in 1988, he was Chairman of the Board and Director
of Corporate Finance of The Sherwood Group. Before joining Sherwood, Mr.
Hutheesing was with the J. Henry Schroder Corporation from 1975 to 1987 and held
the position of Vice Chairman from 1982 to 1987. Prior to that time, Mr.
Hutheesing spent ten years with the International Finance Corporation, a private
sector investment banking arm of the World Bank. He also serves as a director of
Counsel Corporation and Officeland, Inc.
NICHOLAS E. SINACORI has been a director of the Company since August,
1996. He has served as Managing Partner of ICP since 1990. From 1985 to 1990,
Mr. Sinacori was President of Westport Management, Inc., a private real estate
investment company. From 1974 to 1985, he was Vice President and Treasurer of
U.S. Industries, an international conglomerate. Mr. Sinacori also serves as a
director of Ralin, Inc., Cambric Corporation, Beverage Marketing Technologies,
Inc., Arrow Corporation and Tickets.com.
3
<PAGE> 5
EXECUTIVE OFFICERS
The following table sets forth certain information concerning the
executive officers of the Company who are not also directors. The executive
officers are elected annually by the Board of Directors following the Annual
Meeting and serve at the discretion of the Board.
<TABLE>
<CAPTION>
OFFICER AGE POSITION WITH COMPANY
- ------- --- ---------------------
<S> <C> <C>
Kenneth M. Dorros...................... 39 Senior Vice President, General Counsel
and Secretary
Sean P. Hayes.......................... 34 Executive Vice President
John Lovkay............................ 61 President - Debit Division
Ismael G. Pinho........................ 40 Controller
Jon F. Sorenson........................ 36 President - Rental Division
</TABLE>
KENNETH M. DORROS has been Senior Vice President, General Counsel and
Secretary of the Company since June of 1998. Previously, he served the Company
as Counsel from October, 1997 to June, 1998. From March of 1989 to October of
1997, Mr. Dorros served as Vice President, General Counsel and Secretary of the
Company. Mr. Dorros served as General Counsel and Secretary of Shared
Technologies Fairchild Inc. ("STFI") from June, 1986 to March, 1998, where he
was also a Senior Vice President from April, 1996 to March, 1998. Mr. Dorros
received a bachelor's degree from Lehigh University and a Juris doctor from the
Fordham University School of Law.
SEAN P. HAYES has been an Executive Vice President of the Company since
March, 1993. Between December, 1992 and March, 1993, he served as the Company's
Director of Operations. From March, 1993 to August, 1996, Mr. Hayes served on
the Company's Board of Directors. Prior to joining the Company, Mr. Hayes was
employed by STFI, serving as Director of STFI's Data Division from 1990 to 1992
and as a Regional Business Manager from 1988 to 1990. He received a B.A. degree
in business administration and computer information systems from New Hampshire
College.
JOHN LOVKAY has been President of the Company's Debit Division since
February of 1999, and he served as Senior Vice President -- Corporate Operations
from October of 1996 to February of 1999. From April, 1995 to October, 1996, Mr.
Lovkay held the position of Vice President -- Operations Support. Prior to
joining the Company, Mr. Lovkay was employed by STFI in the position of Senior
Vice President -- Operations Analysis from August, 1994 to April, 1995. From
December of 1992 to August of 1994, he was a software consultant, which position
included work for Integrated Management Systems and DeSai Consulting Group. Mr.
Lovkay was Executive Vice President and Chief Operating Officer of STFI from
January of 1987 to December of 1992. He also served as President of the Hamilton
Standard Division of United Technologies Corporation from 1984 to 1986. Mr.
Lovkay holds a B.S. in electrical engineering from the Massachusetts Institute
of Technology and an M.S. from the University of Connecticut.
ISMAEL G. PINHO joined the Company as its Controller in May of 1995.
From October, 1990 to May, 1995, he was Controller of F.L. Roberts & Company,
Inc. a retailer and distributor
4
<PAGE> 6
of petroleum products. Mr. Pinho was Controller of Shapiro Equipment, a
construction equipment company, from 1986 to 1990. Mr. Pinho holds a B.A. degree
in accounting from the University of Connecticut.
JON F. SORENSON has been President of the Company's Rental Division
since November, 1995. From March, 1994 to November, 1995, Mr. Sorenson served as
Chief Operating Officer of PTC Cellular, Inc. ("PTC"). The Company acquired
substantially all of the assets of PTC in November of 1995. Prior to that, from
December, 1992 to March, 1994, Mr. Sorenson was a Vice President of the S&S
Companies, a national office beverage distribution and real estate company. From
July, 1991 to December, 1992, he served as Executive Vice President of
Cafeccino, Inc., a nationwide provider of office beverage services. Mr. Sorenson
holds a B.A. degree in economics from the University of Maine.
5
<PAGE> 7
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's executive officers and directors, and
persons who own more than 10% of the Company's outstanding shares of Common
Stock, to file reports of ownership and changes in ownership with the SEC and
NASDAQ. Executive officers, directors and persons holding greater than ten
percent of the Company's outstanding shares of Common Stock are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file.
The Company knows of no delinquent filings under Section 16(a) of the
Exchange Act during the fiscal year ended December 31, 1998.
6
<PAGE> 8
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company or its subsidiary receive
cash compensation of $750 per board meeting attended ($400 if attended by
teleconference) and $500 for each committee meeting attended ($400 if attended
by teleconference), plus reimbursement of out-of-pocket expenses for attendance
at each such meeting. Each non-employee director also receives an annual fee of
$10,000, payable quarterly in arrears.
Subject to approval by the Company's stockholders at the 1999 annual
stockholders meeting, the Company's Director Option Plan will be amended to
provide that each non-employee director will receive an option, at the beginning
of each three-year term to which he is elected, to purchase 15,000 shares of the
Company's Common Stock. Such options will have an exercise price equal to the
fair market value of the Company's Common Stock at the time of their grant.
Under the 1994 Director Option Plan as currently in effect, each non-employee
director receives an option, at the beginning of each one-year term to which he
is elected, to purchase 4,000 shares of Common Stock at an exercise price equal
to the fair market value of the Common Stock at the time of the grant.
7
<PAGE> 9
ITEM 11.
EXECUTIVE COMPENSATION
1. REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors is responsible for
establishing the compensation, including bonus and incentive arrangements, of
the Company's Chief Executive Officer and for reviewing the compensation of
other executive officers of the Company, as established by the Chief Executive
Officer. Until April of 1998, the Chief Executive Officer received no cash
compensation from the Company, but was instead paid by Shared Technologies
Fairchild Inc. ("STFI"), which was acquired by Intermedia Communications, Inc.
in March of 1998. Previously, STFI provided certain management services to the
Company pursuant to a management agreement that expired in 1997.
The Compensation Committee makes appropriate recommendations concerning
executive compensation, and it reports to the Company's Board of Directors.
Under the supervision, approval and review of the Compensation Committee, the
Company's compensation policies and programs are designed to motivate, retain
and attract management with incentives linked to the financial performance of
the Company and the value that is delivered to its stockholders. Specifically,
the Company's policies and programs endeavor to (i) link executive compensation
to sustainable increases in the financial performance of the Company, where
possible, and where not possible, preservation or realization of stockholder
value; (ii) provide rewards contingent upon Company performance; (iii)
differentiate compensation based upon individual contributions; (iv) promote
teamwork among executives and other Company employees; and (v) encourage the
retention of a sound management team.
8
<PAGE> 10
Cash compensation at the Company consists of two components: (i) a base
salary that is competitive with that of other companies paying at the median
level of the market, and (ii) an annual incentive opportunity that is variable
and is reflective of the financial performance of the Company and the individual
performance of the executive officer. When high levels of performance are
achieved, the level of cash compensation may exceed the median of the market.
Conversely, when the Company or the individual falls short of the predetermined
goals, the level of cash compensation may be substantially below the market
median. The objective of this mix is to deliver total annual cash compensation
competitive with compensation offered at other companies facing similar
challenges for similar positions, while simultaneously linking the payment of
the annual cash incentive to the achievement of specific objectives in the
Company's annual operating plan as approved by the Board of Directors.
The award and size of any performance bonus are based upon (i) the
executive officer's performance against individual goals, and (ii) the
performance of the Company against Company goals. Goals vary from year to year
and, with regard to individual goals of executive officers, usually include both
quantitative and qualitative factors. The Compensation Committee also
occasionally awards special bonuses in connection with extraordinary
transactions by the Company. The bonuses generally are awarded to individuals
who make significant contributions towards consummation of the transactions.
The Compensation Committee believes that stock option grants serve as a
desirable, long-term method of compensation because they closely ally the
interests of management with the preservation, enhancement and realization of
stockholder value and serve as an additional incentive to promote the success of
the Company.
The Compensation Committee believes that the total compensation program
for executives of the Company is on a level with the compensation programs
provided by other companies facing similar challenges.
Respectfully submitted,
THOMAS H. DECKER
WILLIAM A. DIBELLA
AJIT G. HUTHEESING
2. RECOMMENDATIONS OF THE CHIEF EXECUTIVE OFFICER
The Chief Executive Officer recommends to the Compensation Committee the
proposed compensation (other than his own) of each executive officer of the
Company.
In evaluating the performance of an executive officer and in formulating
his recommendation to the Compensation Committee, the Chief Executive Officer
adheres generally to the criteria and principles enunciated in the Compensation
Committee's report set forth above, yet he relies most heavily on the following
criteria employed by the Compensation Committee:
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(a) the executive officer's influence on the performance of
the Company through his or her management skills;
(b) the executive officer's skill in long range planning for
the Company's future growth and activities; and
(c) the manner in which the executive officer positions the
Company to succeed in the future.
Respectfully submitted,
ANTHONY D. AUTORINO
Chairman and Chief Executive Officer
SUMMARY COMPENSATION TABLE
The following table sets forth the annual and long-term compensation
awarded or paid to or earned by the Company's Chief Executive Officer, as well
as to each of the Company's other most highly paid executive officers who
received compensation in excess of $100,000 for the fiscal year ended 1998 (of
which there were only three such other executive officers). Collectively, the
Chief Executive Officer and such other executive officers are referred to herein
as the "Named Executive Officers."
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
------------
AWARDS
------------
ANNUAL
COMPENSATION SECURITIES
------------ UNDERLYING ALL OTHER
NAME & PRINCIPAL POSITION YEAR SALARY ($) OPTIONS (#) COMPENSATION ($)
- -------------------------- ---- ------------ ------------ ----------------
<S> <C> <C> <C> <C>
Anthony D. Autorino............... 1998 $163,822 150,000 $47,448(a)
Chairman and Chief 1997 (b) -- (b)
Executive Officer 1996 (b) -- (b)
Vincent DiVincenzo................ 1998 $100,609(c) 50,000 (c)
Senior Vice President, Treasurer and
Chief Financial Officer
Sean P. Hayes..................... 1998 $115,102 25,000 --
Executive Vice President 1997 $102,084 -- --
Jon F. Sorenson................... 1998 $105,584 5,000 --
President-Rental Division 1997 $102,300 -- --
</TABLE>
10
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(a) Paid as reimbursement for life insurance premiums.
(b) Until April 1998, the Chief Executive Officer, Anthony D. Autorino, was
paid by Shared Technologies Fairchild Inc., of which Mr. Autorino was
Chairman and Chief Executive Officer, in accordance with a Management
Agreement that is no longer in effect. In 1996, Mr. Autorino received
from STFI a warrant to purchase 480,000 shares of the Company's Common
Stock owned by STFI at an exercise price of $1.72 per share.
(c) Until April 1998, the Senior Vice President, Treasurer and Chief
Financial Officer, Vincent DiVincenzo, was paid by Shared Technologies
Fairchild Inc., of which he was Senior Vice President, Treasurer and
Chief Financial Officer, in accordance with a Management Agreement that
is no longer in effect. In 1996, Mr. DiVincenzo received from STFI a
warrant to purchase 144,000 shares of the Company's Common Stock owned
by STFI at an exercise price of $1.72 per share.
11
<PAGE> 13
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information on options granted during the
fiscal year ended December 31, 1998 to the Named Executive Officers.
<TABLE>
<CAPTION>
POTENTIAL REALIZED VALUE
@ ASSUMED RATES OF
INDIVIDUAL GRANTS STOCK PRICE APPRECIATION
----------------- FOR OPTION TERM
% OF TOTAL ------------------------
OPTIONS EXERCISE
GRANTED TO OR BASE
OPTIONS EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED (#) 1998 ($/SH) DATE 5% ($) 10% ($)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Anthony D. Autorino ....... 100,000 28% $5.50 3/26/08 $345,892 $876,558
Vincent DiVincenzo ........ 50,000 14% $5.50 3/26/08 $172,946 $438,279
Sean P. Hayes ............. 25,000 7% $5.73 10/27/08 $ 90,089 $228,304
Jon F. Sorenson ........... 5,000 1% $5.50 3/26/08 $ 17,295 $ 43,828
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
The following table sets forth information concerning outstanding options to
purchase the Company's Common Stock. No stock options were exercised during the
fiscal year ended December 31, 1998 by the Named Executive Officers.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF IN-THE-
UNDERLYING UNEXERCISED MONEY OPTIONS AT
OPTIONS AT FISCAL YEAR FISCAL YEAR
END (#) END ($)
EXERCISABLE/ EXERCISABLE/
UNEXERCISABLE UNEXERCISABLE
---------------------- -----------------
<S> <C> <C>
Anthony D. Autorino..................... 91,666/66,667 $360,540/$175,000
Vincent DiVincenzo...................... 38,334/33,333 $142,810/$87,500
Sean P. Hayes........................... 45,000/43,333 $201,449/$99,067
John F. Sorenson........................ 20,000/10,000 $104,769/$44,583
</TABLE>
12
<PAGE> 14
EMPLOYMENT AGREEMENTS AND CHANGE OF CONTROL ARRANGEMENTS
The Company has no employment agreements currently in effect with any of
its employees.
In 1998, the Company amended its stock option plans to provide for
acceleration of the vesting periods of option grants upon a change of control
of the Company.
CUMULATIVE STOCKHOLDER RETURN
The following graph and chart compare the cumulative annual stockholder
return on the Company's Common Stock over the period commencing April 21, 1995
(the date of the Company's initial public offering and the date that the
Company's Common Stock commenced trading on NASDAQ) through December 31, 1998 to
that of the total return Index for the NASDAQ Stock Market ("NASDAQ") and the
total return Index for the Standard Industrial Classification Codes 4810-4819
Telephone Communications ("'SIC Code Index") assuming the investment of $100 on
April 21, 1995. The total return Index for the Company and the SIC Code Index
were computed using the Compustat database. The first partial year of the NASDAQ
total return Index was computed using Bloomberg, and the subsequent years were
calculated based upon the Center for Research of Securities Prices Total Return
Indices data. In calculating total annual return, reinvestment of dividends is
assumed. The stock performance graph and chart below are not necessarily
indicative of future price performance.
[Line Graph]
<TABLE>
<CAPTION>
Company/Index Name 04/21/95 12/31/95 12/31/96 12/31/97 12/31/98
- ------------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
SHARED TECHNOLOGIES CELLULAR $100.00 $33.70 $30.40 $59.80 $107.67
NASDAQ $100.00 $128.90 $158.60 $194.60 $272.68
SIC CODE INDEX $100.00 $123.90 $145.20 $194.10 $245.45
</TABLE>
13
<PAGE> 15
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of April 5, 1999 by (i)
each of the Company's directors and nominees, (ii) the Named Executive Officers,
(iii) all directors and Executive Officers of the Company as a group, and (iv)
each person known by the Company to own beneficially more than five percent of
the outstanding shares of the Company's Common Stock.
<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF SHARES COMMON STOCK
NAMES AND ADDRESS(1) BENEFICIALLY OWNED (2) OUTSTANDING
- -------------------- ---------------------- -------------
<S> <C> <C>
DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS
Anthony D. Autorino 974,196(a) 11.5%
Chief Executive Officer and Director
Bruce Carswell 4,300(b) *
Director
Thomas H. Decker 131,333(c) 1.7%
Director
William A. DiBella 246,666(d) 3.1%
Director
Vincent DiVincenzo 297,049(e) 3.8%
Senior Vice President, Chief Financial
Officer, Treasurer and Director
Victor Grillo, Sr. 0 *
Nominee for Director
150 East Palmetto Park Road
Boca Raton, FL 33432
</TABLE>
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<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF SHARES COMMON STOCK
NAMES AND ADDRESS(1) BENEFICIALLY OWNED (2) OUTSTANDING
- -------------------- ---------------------- -------------
<S> <C> <C>
Sean P. Hayes 129,089 (f) 1.7%
Executive Vice President
Ajit G. Hutheesing 830,381 (g) 9.9%
Director
Nicholas E. Sinacori 820,381 (h) 9.8%
Director
Jon F. Sorenson 21,195 (i) *
President -- Rental Division
All directors and executive officers as a
group (11 persons) 2,847,612 (j) 28.5%
FIVE PERCENT STOCKHOLDERS
Shared Technologies Fairchild Inc. and
Intermedia Communications Inc. 1,804,570 (k) 23.6%
3625 Queen Palm Drive
Tampa, FL 33619
Summit Assurance, Inc. 408,500 (l) 5.2%
777 E. Tahquitz Canyon Way, Suite 333
Palm Springs, CA 92262
George W. Mauerman 526,166(m) 8.6%
6585 S. Yale, Suite 500
Tulsa, OK 74136
The Fairchild Corporation and 750,519 (n) 9.8%
Banner Aerospace, Inc.
45025 Aviation Drive, Suite 400
Dulles, VA 20177
International Capital Partners, Inc. 820,381 (o) 9.8%
300 First Stamford Place
Stamford, CT 06902
Zesiger Capital Group LLC 1,922,742 (p) 22.9%
320 Park Avenue
New York, NY 10022
</TABLE>
15
<PAGE> 17
- ----------
* Less than 1%
(1) The mailing address of each of the Company's directors and executive
officers is c/o the Company, 100 Great Meadow Road, Wethersfield, CT
06109.
(2) Except as otherwise specifically noted, the number of shares stated as
being owned beneficially includes shares held beneficially by spouses
and minor children. The inclusion herein of any shares deemed
beneficially owned does not constitute an admission of beneficial
ownership of those shares. Each stockholder possesses sole voting and
investment power with respect to the shares listed opposite such
stockholder's name, except as otherwise indicated.
(a) Includes 91,666 shares currently issuable upon exercise of
options by Mr. Autorino. Also includes 76,333 shares and 58,333
shares issuable upon the exercise of warrants that are owned
beneficially by the estate of Mr. Autorino's late spouse, as to
which Mr. Autorino disclaims beneficial ownership. Also includes
540,000 shares issuable upon exercise of warrants that were
issued to Mr. Autorino by Shared Technologies Fairchild Inc.
("STFI") on shares owned by STFI ("STFI Warrants"). Also includes
100,000 shares issuable upon exercise of other warrants held by
Mr. Autorino.
(b) Includes 4,000 shares issuable upon exercise of options by Mr.
Carswell.
(c) Includes 10,000 shares currently issuable upon exercise of
options by Mr. Decker. Also includes 33,333 shares issuable upon
exercise of warrants and 45,000 shares issuable upon exercise of
STFI Warrants.
(d) Includes 10,000 shares currently issuable upon exercise of
options by Mr. DiBella. Also includes 58,333 shares, 58,333
shares issuable upon exercise of warrants and 120,000 shares
issuable upon exercise of STFI Warrants, all of which shares
and warrants are beneficially owned by Mr. DiBella's wife, as
to which he disclaims beneficial ownership.
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(e) Includes 38,334 shares currently issuable upon exercise of
options by Mr. DiVincenzo. Also includes 16,667 shares
issuable upon exercise of warrants and 194,000 shares issuable
upon exercise of STFI Warrants.
(f) Includes 45,000 shares currently issuable upon exercise of
options by Mr. Hayes. Also includes 6,667 shares issuable upon
exercise of warrants, 35,000 shares issuable upon exercise of
STFI Warrants and 3,374 shares owned through the Company's
Savings and Retirement Plan.
(g) Includes 66,667 shares owned by International Capital
Partners, Inc. ("ICP"), of which Mr. Hutheesing is the
Chairman, Chief Executive Officer and a stockholder. Also
includes 18,000 shares currently issuable upon exercise of
options by ICP, 590,000 shares issuable upon exercise of
warrants held by ICP, 65,000 shares issuable upon exercise of
STFI Warrants held by ICP, 35,714 shares issuable upon
conversion of Series C Convertible Preferred Stock held by the
ICP Profit Sharing Plan and 5,000 shares issuable upon
exercise of warrants held by the ICP Profit Sharing Trust.
Also includes 40,000 shares issuable upon conversion of a
convertible promissory note held by ICP Profit Sharing Trust.
(h) Includes 66,667 shares owned by ICP, of which Mr. Sinacori is
Managing Director. Also includes 18,000 shares currently
issuable upon exercise of options by ICP, 590,000 shares
issuable upon exercise of warrants held by ICP, 65,000 shares
issuable upon exercise of STFI Warrants held by ICP, 35,714
shares issuable upon conversion of Series C Convertible
Preferred Stock held by the ICP Profit Sharing plan and 5,000
shares issuable upon exercise of warrants held by the ICP
Profit Sharing Trust. Also includes 40,000 shares issuable
upon conversion of a convertible promissory note held by ICP
Profit Sharing Trust.
(i) Includes 15,000 shares currently issuable upon exercise of
options by Mr. Sorenson. Also includes 1,667 shares issuable
upon exercise of warrants, 2,500 shares issuable upon exercise
of STFI Warrants and 361 shares owned through the Company's
Savings and Retirement Plan.
(j) Includes a total of 289,666 shares currently issuable upon
exercise of options by the Company's directors and executive
officers. Also includes a total of 901,667 shares currently
issuable upon exercise of warrants by such directors and
executive officers, 1,071,500 shares issuable upon exercise of
STFI Warrants by such directors and executive officers, 9,367
shares owned through the Company's Savings and Retirement
Plan and 35,714 shares issuable upon conversion of Series C
Convertible Preferred Stock and 40,000 shares issuable upon
conversion of a convertible promissory note beneficially
owned by certain of such directors.
(k) Owned by Shared Technologies Fairchild Inc., a wholly-owned
subsidiary of Intermedia Communications Inc. Such shares are
subject to purchase from STFI through the exercise of STFI
Warrants held by various parties, including certain directors
and executive officers of the Company.
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(l) Includes 208,500 shares issuable upon exercise of warrants by
Summit Assurance, Inc.
(m) Includes 83,333 shares issuable upon exercise of warrants by Mr.
Mauerman. Also includes shares beneficially owned by George S.
Mauerman, individually and as Trustee of the Andrien W. Mauerman
Testamentary Trust.
(n) Owned by Banner Aerospace, Inc. a wholly-owned subsidiary of The
Fairchild Corporation.
(o) Includes 18,000 shares currently issuable upon exercise of
options held by ICP. Also includes 590,000 shares issuable upon
exercise of warrants held by ICP, 65,000 shares issuable upon
exercise of STFI Warrants held by ICP, 35,714 shares issuable
upon conversion of Series C Convertible Preferred Stock held by
the ICP Profit Sharing Trust, 5,000 shares issuable upon
exercise of warrants held by the ICP Profit Sharing Trust and
40,000 shares issuable upon conversion of a convertible
promissory note held by the ICP Profit Sharing Trust. (See
notes (g) and (h) with respect to beneficial ownership
attributable to Messrs. Hutheesing and Sinacori.)
(p) Includes 735,000 shares issuable upon exercise of warrants owned
beneficially by Zesiger Capital Group.
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ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In April, 1998, the Company and Summit Assurance, Inc. and certain of
its affiliates (the "Summit Entities"), the beneficial owner of more than 5% of
the Company's outstanding Common Stock, and Craig A. Marlar, who is an executive
officer and director of the Summit Entities and was a director of the Company
until his resignation in April, 1998, entered into a settlement of litigation
arising out of the acquisition of assets from certain of the Summit Entities in
April, 1996. The terms of the settlement are more fully described in footnote 4
to the Company's financial statements included in the Company's 1998 Annual
Report.
In April 1998, the Company completed a debt financing in the amount of
$4 million from four lenders, including Mr. Autorino, the Company's Chairman and
Chief Executive Officer, and International Capital Partners, Inc. ("ICP"), of
which directors Ajit G. Hutheesing and Nicholas E. Sinacori are principals. Such
debt was issued pursuant to credit agreements with each of the lenders,
providing for a floating interest rate of 2.5% above a rate comparable to the
prime rate. Mr. Autorino and ICP loaned $1,000,000 and $500,000, respectively,
to the Company, pursuant to such credit agreements. In connection therewith, Mr.
Autorino received a warrant for the purchase of 100,000 shares of Common Stock,
and ICP received a warrant for the purchase of 50,000 shares of Common Stock.
Such warrants have an exercise price of $5.00 per share. All such debt was
repaid in February 1999 from the proceeds of the Company's sale of Series C
Convertible Preferred Stock.
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<PAGE> 21
In May 1998, the Company issued to nine investors $2.4 million of 5%
convertible notes (the "Notes") through a private placement. Purchasers of the
Notes included an affiliate of ICP, International Capital Partners Profit
Sharing Trust, which purchased a Note in the amount of $200,000. The Notes have
a term of seven years and are convertible at any time at the option of the
noteholder into shares of the Company's Common Stock at a rate of $5.00 per
share, subject to certain antidilution adjustments.
In May 1998, the Company issued a promissory note in the principal
amount of $1,693,560 to Shared Technologies Fairchild Inc. ("STFI"), which
beneficially owns 23.6% of the Company's Common Stock, to memorialize
indebtedness of the Company to STFI for certain administrative services and
prior funding of the Company's operations. The note bore interest at the prime
rate plus two percent, the interest was payable quarterly in arrears, and the
note was scheduled to mature in November 1999. In February 1999, the Company
prepaid such indebtedness from the proceeds of the sale of the Company's Series
C Convertible Preferred Stock.
In February 1999, the Company closed the Transaction described in
Proposal 5 in this Proxy Statement, pursuant to which it issued 15,000 shares of
Series C Convertible Preferred Stock and Warrants to purchase 300,000 shares of
Common Stock for an aggregate consideration of $15,000,000. International
Capital Partners Profit Sharing Trust purchased 250 shares of Series C
Convertible Preferred Stock and received Warrants to purchase 5,000 shares of
Common Stock in the Transaction for an aggregate consideration of $250,000. In
addition, ICP received a commission in the amount of $50,000 in connection with
the Transaction as a finder's fee. Messrs. Ajit G. Hutheesing and Nicholas E.
Sinacori, directors of the Company and nominees for election to the Board of
Directors pursuant to Proposal 2 in this Proxy Statement, also serve as
principals of International Capital Partners, Inc. and trustees of the ICP
Profit Sharing Trust.
Victor Grillo, Sr., a nominee for director, is a principal owner of
Retail Distributors, Inc. ("RDI"), which owns all of the outstanding shares of
capital stock of Retail Cellular, Inc. ("RCI"). The Company is in the final
stages of negotiations to acquire RCI, which provides sales support services
that would be utilized by the Company in connection with its Debit Division. In
addition, the Company contemplates entering into a services agreement with RDI,
pursuant to which the Company would obtain similar services from RDI. In
anticipation of entering into such agreements, in February 1999 the Company
provided a loan to RDI in the principal amount of $500,000, which accrues
interest at the rate of prime plus one percent, and matures in September 1999.
The loan was intended as a prepayment of expense reimbursement for RDI, as RDI
commenced providing substantial services for the Company at such time.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
SHARED TECHNOLOGIES CELLULAR, INC.
(Registrant)
By
\s\ Anthony D. Autorino
Anthony D. Autorino
Chief Executive Officer and Director
Date: April 29, 1999
By
\s\ Vincent DiVincenzo
Vincent DiVincenzo
Chief Financial Officer and Director
Date: April 29, 1999
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Anthony D.
Autorino and Vincent DiVincenzo, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities to sign on his behalf individually and in each
capacity stated below any amendment, including post-effective amendments, to
this Registration Statement under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
By: /s/ Anthony D. Autorino By: /s/ William A. DiBella
Anthony D. Autorino William A. DiBella
Chief Executive Officer Director
and Director Date: April 29, 1999
Date: April 29, 1999
By: By: /s/ Thomas H. Decker
Ajit G. Huthessing Thomas H. Decker
Director Director
Date: April 29, 1999 Date: April 29, 1999
By: /s/ Vincent DiVincenzo By: /s/ Nicholas E. Sinacori
Vincent DiVincenzo Nicholas E. Sinacori
Chief Financial Officer Director
and Director Date: April 29, 1999
Date: April 29, 1999
By:
Bruce Carswell
Director
Date: April 29, 1999
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