<PAGE> 1
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM 10-KSB/A
/ / FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
/X/ AMENDMENT NO. 1 TO 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
-----------------------------
Commission file number: 0-21325
MANSUR INDUSTRIES INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 65-0226813
--------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
8305 N.W. 27TH STREET, SUITE 107, MIAMI, FLORIDA 33122
- -------------------------------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number: (305) 593-8015
-----------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of each exchange
Title of each class on which registered
- ----------------------------------- ---------------------------------
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $.001 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/
As of April 29, 1999, the aggregate market value of the voting stock of
the registrant held by non-affiliates of the Registrant was $33,359,000, based
on a closing price of $7.25 for the Common Stock, par value $.001 per share
(the "Common Stock"), as reported on NASDAQ on such date.
As of April 29, 1999, the number of outstanding shares of Common Stock of
the registrant was 4,601,309.
===============================================================================
<PAGE> 2
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The directors and executive officers of the Company are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
--------- --- --------
<S> <C> <C>
Pierre G. Mansur................................. 47 Chairman of the Board, President and Director
Paul I. Mansur................................... 48 Chief Executive Officer and Director
Richard P. Smith................................. 41 Vice President of Finance and Chief Financial
Officer
Dr. Jan Hedberg.................................. 51 Director
Joseph E. Jack................................... 71 Director
Ronald J. Korn................................... 58 Director
</TABLE>
PIERRE G. MANSUR founded the Company and has served as its Chairman
and President since its inception in November 1990. From June 1973 to August
1990, Mr. Mansur served as President of Mansur Industries Inc., a privately
held New York corporation that operated a professional race engine machine
shop. Mr. Mansur has over twenty years of advanced automotive and machinery
operations experience including developing innovative automotive machine shop
applications; designing, manufacturing, customizing, modifying and retooling
high performance engines and component parts; developing state of the art
automotive and powerboat race engines which have consistently achieved world
championship status; and providing consulting services and publishing articles
with respect to automotive technical research data. Mr. Mansur has conducted
extensive research and development projects for several companies, including
testing and evaluating engine parts and equipment for Direct Connection, a high
performance racing division of the Chrysler Corporation; researching and
developing specialized engine piston rings and codings for Seal Power
Corporation; researching high-tech plastic polymers for internal combustion
engines for ICI Americas; and designing and developing specialized high
performance engine oil pan applications. Pierre Mansur is the brother of Paul
I. Mansur. Pierre Mansur is a graduate of the City University of New York.
PAUL I. MANSUR has been Chief Executive Officer and a Director of the
Company since September 1993. From September 1986 to July 1993, Mr. Mansur
served as Chief Executive Officer of Atlantic Entertainment Inc., a privately
held regional retail chain of video superstores. From March 1981 to September
1986, Mr. Mansur served as the Chief Executive Officer and President of
Ameritrade Corporation, a privately held international distributor of factory
direct duty free products. From June 1972 to March 1981, Mr. Mansur held
various finance and operation positions, including Assistant Vice President
Finance and Operations for Mott's USA, Inc., a division of American Brands.
Paul Mansur is the brother of Pierre G. Mansur. Paul Mansur is a graduate of
the City University of New York.
RICHARD P. SMITH has been the Chief Financial Officer of the Company
since September 1, 1996. From April 1987 to August 1996, Mr. Smith held various
positions, including Vice President, Chief Financial Officer, Treasurer,
Secretary, Director of Business Planning, and Controller of the European
Operations of Telematics International, Inc., a manufacturer and supplier of
intelligent networking technologies and products. From August 1983 to April
1987, Mr. Smith served as Manager of Internal Controls and Cost Analysis for
Motorola, Inc., a worldwide manufacturer of a diverse line of electronic
equipment and components, including communications
2
<PAGE> 3
systems, semiconductors, electronic controls and computer systems. From January
1980 to March 1981, Mr. Smith worked as an accountant for Arthur Young and Co.
C.P.A. Mr. Smith is a graduate of Illinois Wesleyan University and holds a
Masters of Business Administration degree from the University of Illinois and a
Masters of Finance degree from Cambridge University.
DR. JAN HEDBERG has been a Director of the Company since August 1995.
From October 1987 to March 1993, Dr. Hedberg served as the Chairman and Chief
Executive Officer of Enprotec International Group, N.V., a company he
co-founded which is in the business of researching and developing advanced
waste oil recycling technologies. Since March 1993, Dr. Hedberg has been the
Chairman of the Board and Chief Executive Officer of Enprotec (USA) Inc., a
wholly owned subsidiary of Enprotec International Group, N.V., which
manufactures, designs and assembles oil re-refining plants. Dr. Hedberg was the
co-recipient of the 1991 International Technology Award for Enterprising
Innovation and Creativity for the development of the Vaxon Re-refining Process,
which is a proprietary process that transforms used oil into useable oil
products. Dr. Hedberg has over 15 years of experience in oil related and
environmental companies and 12 years of research and teaching experience,
including executive management and advisory positions, with several
multinational organizations. Dr. Hedberg received his Doctor of Philosophy
(Ph.D.) in Geotechnical Engineering from the Massachusetts Institute of
Technology, Cambridge, Massachusetts in 1977.
JOSEPH E. JACK has been a Director of the Company since August 1995.
From May 1989 to June 1991, Mr. Jack served as Vice President of Waste
Management Europe, a waste collection and recycling company that is a publicly
traded company on the London Stock Exchange and a controlled subsidiary of WMX
Technologies, a publicly traded New York Stock Exchange company. From May 1978
to June 1991, Mr. Jack has served in various executive capacities with several
subsidiaries and/or affiliates of Waste Management, Inc. Mr. Jack has been an
active investor in companies since he retired in June 1991.
RONALD J. KORN has been a Director of the Company since June 1998.
Since July 1991, Mr. Korn has served as President of Ronald Korn Consulting, a
business consulting firm, and as Chairman of the Board of Carole Korn
Interiors, Inc., an interior design firm. From 1961 to 1991, Mr. Korn was a
partner with the certified public accounting firm of KPMG Peat Marwick,
including six years in which Mr. Korn served as Managing Partner of KPMG Peat
Marwick's Miami, Florida office. Since October 1991, Mr. Korn has served as a
director and Chairman of the Compensation and Audit Committee of the Board of
Directors of Engle Homes, Inc., a company whose common stock is traded on the
National Market of the Nasdaq Stock Market. Since 1996, Mr. Korn has served as
a director of Magicworks Entertainment Incorporated, a public company whose
common stock is traded on the American Stock Exchange. From December 1995 to
December, 1997, Mr. Korn served as a director of Vacation Break U.S.A., Inc., a
company whose common stock was traded on the National Market of the Nasdaq
Stock Market.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
During 1998, the Board of Directors held four meetings and took action
one additional time by unanimous written consent. No Director attended fewer
than 75% of the meetings of the Board of Directors held during 1998 during the
period of such Director's service.
The only committees of the Board of Directors are the Audit Committee
and the Compensation Committee. The Board does not have a nominating or similar
committee. The Company's Board of Directors performs the functions of a
nominating or similar committee.
Joseph E. Jack, Dr. Jan Hedberg and Ronald Korn are the current
members of the Audit Committee, which held two meetings during 1998. The duties
and responsibilities of the Audit Committee include (i) recommending to the
Board of Directors the appointment of the Company's auditors and any
termination of engagement, (ii) reviewing the plan and scope of audits, (iii)
reviewing the Company's significant accounting policies and internal controls
and (iv) having general responsibility for all related auditing matters.
3
<PAGE> 4
Pierre G. Mansur, Dr. Jan Hedberg and Ronald Korn are the current
members of the Compensation Committee, which held no meeting during 1998. The
Compensation Committee reviews and approves the compensation of the Company's
executive officers and administers the Company's 1996 Executive Incentive
Compensation Plan (the "Incentive Plan").
ADDITIONAL INFORMATION CONCERNING DIRECTORS
No Director of the Company receives any fee for attendance at meetings
of the Board of Directors or committees thereof, although members of the Board
of Directors do receive reimbursement for actual travel-related expenses
incurred in connection with their attendance at meetings of the Board of
Directors. Directors of the Company who are also employees of the Company do
not receive additional compensation for their services as Directors.
Directors are eligible to receive options under the Company's
Incentive Plan. The Incentive Plan provides for an automatic grant of an option
to purchase 3,500 shares of the Company's Common Stock, par value $.001 per
share (the "Common Stock"), upon a person's election as a non-employee Director
of the Company, as well as an automatic annual grant of an option to purchase
3,500 shares of Common Stock on the day the Company issues its earnings release
for the prior fiscal year.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and executive officers, and persons who own
more than ten percent of the Company's outstanding Common Stock, to file with
the Securities and Exchange Commission (the "SEC") initial reports of ownership
and reports of changes in ownership of Common Stock. Such persons are required
by SEC regulation to furnish the Company with copies of all such reports they
file.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written or oral representations that
no other reports were required for such persons, all Section 16(a) filing
requirements applicable to its officers, directors and greater than ten percent
(10%) beneficial owners have been complied with.
4
<PAGE> 5
ITEM 10. EXECUTIVE COMPENSATION
The following compensation table sets forth, for the fiscal years
ended December 31, 1998, 1997 and 1996, the aggregate compensation awarded to,
earned by or paid to each of Pierre G. Mansur, the Company's Chairman of the
Board and President, Paul I. Mansur, the Company's Chief Executive Officer, and
Richard P. Smith, the Company's Vice President and Chief Financial Officer
(collectively, the "Named Executive Officers"). No other officer of the Company
received compensation in excess of $100,000 during such years.
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------------------------- ------------
SECURITIES
NAME AND OTHER ANNUAL UNDERLYING
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS/SARS
- -------------------------------- ---- ---------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Pierre G. Mansur............. 1998 $ 130,000 -- $ 8,040(1) 9,231
Chairman and President 1997 $ 120,000 -- $ 6,605(1) 41,460
1996 $ 66,000 $ 58,000 $ 6,605(1) --
Paul I. Mansur............... 1998 $ 130,000 -- $ 5,099(1) 9,231
Chief Executive Officer 1997 $ 120,000 -- $ 5,099(1) 30,438
1996 $ 48,000 $ 250,000 $ 5,099(1) --
Richard P. Smith............. 1998 $ 115,000 -- $ 4,800(1) 5,641
Vice President and Chief 1997 $ 110,000 -- $ 4,800(1) --
Financial Officer 1996 $ 36,667(2) -- $ 1,600(1) 10,000
</TABLE>
- -------------------------
(1) Automobile allowance paid by the Company.
(2) Mr. Smith commenced employment with the Company in September 1996.
Accordingly, represents compensation paid to Mr. Smith for the four
months ended December 31, 1996.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS
In September 1997, the Company entered into a two year employment
agreement with Pierre Mansur, the Company's Chairman of the Board and
President, providing for an annual base salary of $120,000 through September 1,
1998 and $150,000 thereafter and discretionary bonuses, based on Mr. Mansur's
performance, as determined by the Compensation Committee of the Board of
Directors. Pursuant to the employment agreement, during the term of Mr.
Mansur's employment and for a period of three years following his termination
of employment, Mr. Mansur is prohibited from disclosing any confidential
information, including without limitation, information regarding the Company's
patents, research and development, manufacturing process or knowledge or
information with respect to confidential trade secrets of the Company. In
addition, the employment agreement provides that Mr. Mansur is prohibited from,
directly or indirectly, engaging in any business in substantial competition
with the Company or its affiliates. The employment agreement also provides that
Mr. Mansur is prohibited from becoming an officer, director or employee of any
corporation, partnership or any other business in substantial competition with
the Company or its affiliates during the term of his employment and for three
years thereafter.
In September 1997, the Company entered into a two year employment
agreement with Paul Mansur, the Company's Chief Executive Officer, providing
for an annual base salary of $120,000 through September 1, 1998 and $150,000
thereafter and discretionary bonuses, based on Mr. Mansur's performance, as
determined by the Compensation Committee of the Board of Directors. Pursuant to
the employment agreement, during the term of Mr. Mansur's employment and for a
period of three years following his termination of employment, Mr. Mansur is
prohibited from disclosing any confidential information, including without
limitation, information regarding the
5
<PAGE> 6
Company's patents, research and development, manufacturing process or knowledge
or information with respect to confidential trade secrets of the Company. In
addition, the employment agreement provides that Mr. Mansur is prohibited from,
directly or indirectly, engaging in any business in substantial competition with
the Company or its affiliates. The employment agreement also provides that Mr.
Mansur is prohibited from becoming an officer, director or employee of any
corporation, partnership or any other business in substantial competition with
the Company or its affiliates during the term of his employment and for three
years thereafter.
INCENTIVE PLAN
The Company adopted the Incentive Plan in September 1996 in connection
with its initial public offering of Common Stock (the "IPO"). The Incentive
Plan provides for grants of stock options, stock appreciation rights ("SARs"),
restricted stock, deferred stock, other stock-related awards and performance or
annual incentive awards that may be settled in cash, stock or other property
(collectively, the "Awards"). A total of 375,000 shares of Common Stock have
been reserved for the grant of Awards under the Incentive Plan. The purpose of
the Incentive Plan is to advance the interests of the Company by providing
additional incentive in attracting, motivating and retaining qualified
executives and other employees, officers, directors and independent contractors
(collectively, the "Participants") by enabling Participants to acquire or
increase a proprietary interest in the Company in order to strengthen the
mutuality of interests between Participants and the Company's shareholders, and
providing Participants with annual and long term performance incentives to
expend their maximum efforts in the creation of shareholder value.
The persons eligible to receive Awards under the Incentive Plan are
the officers, directors, employees and independent contractors of the Company
and any subsidiary. No director of the Company who is not an employee of the
Company or any subsidiary (a "non-employee director") is eligible to receive
any Awards under the Incentive Plan other than automatic formula grants of
stock options and restricted stock as described below, and no independent
contractor will be eligible to receive any Awards other than stock options.
The Incentive Plan is required to be administered by a committee
designated by the Board of Directors consisting of not less than two directors
(the "Committee"), each member of which must be a "disinterested person," as
defined under Rule 16b-3 under the Securities Exchange Act of 1934, as amended,
and an "outside director" for purposes of Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code"). The Compensation Committee of
the Board has been appointed as the Committee for the purpose of administering
the Incentive Plan. Subject to the terms of the Incentive Plan, the Committee
is authorized to select eligible persons to receive Awards, determine the type
of and number of Awards to be granted and the number of shares of Common Stock
to which Awards will relate, specify times at which Awards will be exercisable
or settleable (including performance conditions that may be required as a
condition thereof), set other terms and conditions of Awards, prescribe forms
of Award agreements, interpret and specify rules and regulations relating to
the Incentive Plan, and make any other determinations that may be necessary or
advisable for the administration of the Incentive Plan.
In addition, the Incentive Plan imposes individual limitations on the
amount of certain Awards in part to comply with Code Section 162(m). Under
these limitations, during any fiscal year the number of options, SARS,
restricted shares of Common Stock, deferred shares of Common Stock, shares as a
bonus or in lieu of other Company obligations, and other stock-based Awards
granted to any one participant may not exceed 250,000 for each type of such
Award, subject to adjustment in certain circumstances. The maximum amount that
may be paid out as a final annual incentive Award or other cash Award in any
fiscal year to any one participant is $1,000,000, and the maximum amount that
may be earned as a final performance Award or other cash Award in respect of a
performance period by any one participant is $5,000,000.
6
<PAGE> 7
The Incentive Plan provides that each non-employee director shall
receive (i) on the date of his or her appointment as a director of the Company,
an automatic grant of an option to purchase 3,500 shares of Common Stock, and
(ii) each year, on the day the Company issues its earnings release for the
prior fiscal year, an automatic grant of an option to purchase 3,500 shares of
Common Stock. Such options will have a term of 7 years and become exercisable
at the rate of 33-1/3 per year commencing on the first anniversary of the date
of grant; provided, however, that the options become fully exercisable in the
event that, while serving as a director of the Company, the non-employee
director dies, or suffers a "disability," or "retires" (within the meaning of
such terms as defined in the Incentive Plan). The per share exercise price of
all options granted to non-employee directors will be equal to the fair market
value of a share of Common Stock on the date such option is granted.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information concerning the
grant of stock options made to the Named Executive Officers during the year
ended December 31, 1998. No stock appreciation rights have been granted or are
outstanding.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------------------------
PERCENT OF
NUMBER OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO
OPTIONS/SARS EMPLOYEES IN EXERCISE EXPIRATION
NAME GRANTED FISCAL YEAR PRICE ($/SH) DATE
- -------- ------------ ------------ ------------ ----------
<S> <C> <C> <C> <C>
Pierre G. Mansur................ 9,231 10.9% $19.50 4/7/08
Chairman of the Board and
President
Paul I. Mansur.................. 9,231 10.9% $19.50 4/7/08
Chief Executive Officer
Richard P. Smith................ 5,641 6.6% $19.50 4/7/08
Vice President and Chief
Financial Officer
</TABLE>
AGGREGATED FISCAL YEAR-END OPTION VALUE TABLE
The following table sets forth certain information concerning
unexercised stock options held by the Named Executive Officers as of December
31, 1998. No stock options were exercised by the Named Executive Officers
during the year ended December 31, 1998. No stock appreciation rights have been
granted or are outstanding.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING
UNEXERCISED OPTIONS AT VALUE OF UNEXERCISED IN-THE-
SHARES FY-END (#) MONEY OPTIONS AT FY-END(1)
ACQUIRED ON VALUE -------------------------- -------------------------------
NAME EXERCISE(#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Pierre G. Mansur........ 0 -- 13,820 36,871 (2) (2)
Paul I. Mansur.......... 0 -- 10,146 20,292 (2) (2)
Richard P. Smith........ 0 -- 6,666 8,975 $19,998(3) $10,002(3)
</TABLE>
- -------------------------
(1) The closing price of the Common Stock as reported on the SmallCap Market
of the Nasdaq Stock Market on December 31, 1998 was $10.50.
(2) The option exercise price exceeds the current price of the common stock
and accordingly, such options are "underwater."
(3) Value is calculated by multiplying (i) the difference between $10.50 and
$7.50 (the option exercise price) by (ii) the number of shares of Common
Stock underlying the option.
7
<PAGE> 8
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of December 31, 1998, the number of
shares of Common Stock that were owned beneficially by (i) each person who is
known by the Company to beneficially own more than 5% of the Common Stock, (ii)
each director, (iii) the Named Executive Officers (as defined in "Executive
Compensation") and (iv) all directors and executive officers of the Company as
a group:
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE PERCENTAGE OF OUTSTANDING
BENEFICIAL OWNER(1) OF BENEFICIAL OWNERSHIP(2) SHARES OWNED
------------------- --------------------------- -------------------------
<S> <C> <C>
Pierre G. Mansur............................... 2,013,820(3) 43.6%
Paul I. Mansur................................. 10,146(4) *
Richard P. Smith............................... 7,666(5) *
Dr. Jan Hedberg................................ 37,334(6) *
Joseph E. Jack................................. 57,987(7) 1.3%
Ronald J. Korn................................. 1,000(8) *
All Directors and Executive Officers as a group
(6 persons)................................. 2,127,953(9) 45.9%
</TABLE>
- -------------------------
* Less than one percent.
(1) Unless otherwise indicated, the address of each of the beneficial owners
identified above is c/o Mansur Industries, Inc., 8305 N.W. 27th Street,
Suite 107, Miami, Florida 33122.
(2) A person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days upon the exercise of options or
warrants. Each beneficial owner's percentage ownership is determined by
assuming that options or warrants that are held by such person (but not
those held by any other person) and that are exercisable within 60 days
have been exercised. Unless otherwise noted, the Company believes that
all persons named in the table have sole voting and investment power with
respect to all shares of Common Stock beneficially owned by them.
(3) Includes 13,820 shares of Common Stock issuable upon the exercise of
options to purchase Common Stock under the Company's Incentive Plan,
which options are presently exercisable. Does not include 36,871 shares
of Common Stock issuable upon the exercise of options to purchase Common
Stock under the Incentive Plan, which options are not presently
exercisable.
(4) Represents shares of Common Stock issuable upon the exercise of options
to purchase Common Stock under the Incentive Plan, which options are
presently exercisable. Does not include 29,523 shares of Common Stock
issuable upon the exercise of options to purchase Common Stock under the
Incentive Plan, which options are not presently exercisable.
(5) Includes 6,666 shares of Common Stock issuable upon the exercise of
options to purchase Common Stock under the Incentive Plan, which options
are presently exercisable. Does not include 8,975 shares of Common Stock
issuable upon the exercise of options to purchase Common Stock under the
Incentive Plan, which options are not presently exercisable.
(6) Includes 25,000 shares of Common Stock held by Environmental Technologies
BVI Limited, of which Dr. Hedberg owns 50% and serves as Managing
Director. Also includes 2,334 shares of Common Stock issuable upon the
exercise of options to purchase Common Stock under the Incentive Plan,
which options are presently exercisable. Does not include 18,166 shares
of Common Stock issuable upon the exercise of options to purchase Common
Stock under the Incentive Plan, which options are not presently
exercisable.
(7) Includes (i) 10,000 shares of Common Stock owned by Mr. Jack's spouse and
(ii) 46,320 shares of Common Stock owned by the Joseph E. Jack Trust, of
which Mr. Jack's spouse is trustee. Also includes 1,167 shares of Common
Stock issuable upon the exercise of options to purchase Common Stock
under the Incentive Plan, which options are presently exercisable. Does
not include 15,833 shares of Common Stock issuable upon the exercise of
options to purchase Common Stock under the Incentive Plan, which options
are not presently exercisable.
(8) Does not include 3,500 shares of Common Stock issuable upon the exercise
of options to purchase Common Stock under the Incentive Plan, which
options are not presently exercisable.
(9) See Notes (3) - (8) above.
8
<PAGE> 9
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
CONSULTING AGREEMENT AND SERVICES
In November 1994, the Company entered into a two-year consulting
agreement (the "Consulting Agreement") with Environmental Technologies BVI
Limited (the "Consultant"). Pursuant to the Consulting Agreement, the
Consultant agreed to advise, consult with, introduce to third parties and
generally assist the Company in its efforts to explore new manufacturing and
marketing arrangements. In exchange for such services, the Consulting Agreement
provided that the Consultant was entitled to receive certain fees in connection
with the sale of certain equipment, services, license rights, royalty rights,
manufacturing rights, marketing rights or the Company's entrance into a
partnership or joint venture arrangement or consummation of a merger. The
Consultant did not receive any commissions pursuant to the Consulting
Agreement. In December 1995, the Company issued the Consultant 10,000 shares of
Common Stock in exchange for the services rendered by the Consultant and to
secure the Consultant's agreement to terminate the Consulting Agreement and any
and all associated rights of the Consultant. Dr. Jan Hedberg, a Director of the
Company, owns 50% and serves as the managing director of the Consultant.
Dr. Jan Hedberg and Joseph E. Jack have, from time to time, rendered
consulting services to the Company in connection with financing, marketing and
technical matters. In April 1996, Messrs. Hedberg and Jack were each issued
10,000 shares of the Company's Common Stock, valued at $3.50 per share, in
exchange for such previously rendered consulting services.
NOTE PAYABLE TO CHIEF EXECUTIVE OFFICER
Pursuant to a revolving line of credit dated June 1, 1990, Mr. Paul
Mansur made a series of advances ranging from $5,000 to $30,000, totaling an
aggregate of $150,000 (the "Debt"), to the Company between June 1, 1990 and May
31, 1996. Under the terms of the line of credit, interest accrued at a rate of
6% in 1994, 1995 and the five month period ended May 31, 1996. On December 31,
1994 and December 31, 1995, the Company paid Mr. Paul Mansur $34,814 and
$12,000, respectively, in satisfaction of interest owed with respect to the
Debt. The note evidencing the Debt had a maturity date of December 31, 1995,
which maturity date was extended to December 31, 1996. On May 31, 1996, the
Company paid Mr. Paul Mansur $150,000 and $5,000 in satisfaction of the
outstanding principal balance of and the interest owed with respect to the
Debt.
CONVERTIBLE NOTES
In connection with its issuance of an aggregate of $1,012,500 in
principal amount of Convertible Notes in June 1996, the Company issued
promissory notes in the principal amount of $101,250 to each of Environmental
Technologies BVI Limited, a consulting firm of which Dr. Jan Hedberg, a
Director of the Company, is Managing Director, and Joseph E. Jack, a Director
of the Company. Upon consummation of the IPO in September 1996, each of the
Convertible Notes was converted into 15,000 shares of Common Stock.
Environmental Technologies BVI Limited and Mr. Jack acquired the Convertible
Notes on the same terms as other unaffiliated investors.
9
<PAGE> 10
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(A) EXHIBITS
EXHIBIT DESCRIPTION
3.1 Restated Articles of Incorporation of Registrant(1) 3.2 Bylaws of
Registrant, as amended(1) 4.1 Certificate for Shares of Common
Stock, par value $.001(1)
4.3 Representatives' Warrant Agreement between the Registrant and the
Underwriter(1) 10.1 Registrant's Executive Incentive Plan(1) 10.2
Master Lease and Distribution Agreement, effective August 1, 1996,
among the Registrant, The Valvoline Company and First Recovery(1)
10.3 Form of Indemnification Agreement between the Registrant and each
of its director and executive officers(1)
10.4 Employment Agreement between Pierre G. Mansur and the Registrant
dated September 1, 1995(1) 10.5 Employment Agreement between Paul
I. Mansur and the Registrant dated September 1, 1995(1) 10.6
Employment Agreement between the Company and Charles W. Profilet,
dated as of November 27, 1995(1)
10.7 Vendor Lease Plan Agreement between the Registrant and Oakmont
Financial Services, dated as of May 28, 1996(1)
10.8 A Manufacture Agreement between the Registrant and EMJAC
Industries, Inc., dated as of May 7, 1996(1)
10.9 Lease Agreement, dated October 29, 1994, between Registrant and
Marvin L. Duncan(1)
10.10 Security Agreement between the Registrant and The CIT
Group/Equipment Financing, Inc. for one (1) TRUMPF TC 200 CNC
Punching Machine, Serial No. 070080 with tolling package, dated as
of October 25, 1995(1)
10.11 Term Life Insurance Policy for Pierce G. Mansur with the
Equitable Life Assurance Society of the United States, dated as of
November 9, 1994(1)
10.12 Term Life Insurance Policy for Paul I. Mansur with the
Equitable Life Assurance Society of the United States, dated as of
May 24, 1996(1)
10.13 United States Patent No. 5,277,208 for Multi-Process Power Spray
Washer Apparatus dated January 11, 1994(1)
10.14 United States Patent No. 5,349,974 for SystemOne(TM) Washer dated
September 27, 1994(1)
10.15 United States Patent Application No. 08/394,290 for Improved
SystemOne(TM) Washer allowed April 2, 1996(1)
10.16 United States Patent No. 5,388,601 for Spray Gun Washer dated
February 14, 1995(1)
10.17 United States Patent No. 5,518,013 for Immersion Washer dated May
21, 1996(1)
10.18 United States Patent Applications NO. 08/364,785 for apparatus for
disposal of refuse by thermal oxidation allowed June 26, 1996(1)
10.19 Short Term Note, dated as of September 9, 1996, between Maria G.
Jackson and the Registrant in the principal amount of $100,000(1)
10.20 Short Term Note, dated as of September 9, 1996, between First
Malro and the Registrant in the principal amount of $250,000(1)
10.21 Short Term Note, dated as of September 9, 1996, between Martin E.
Samy and the Registrant in the principal amount of $50,000(1)
<PAGE> 11
10.22 Short Term Note, dated as of September 9, 1996, between Crestwell
Corporation and the Registrant in the principal amount of
$100,000(1)
10.23 Employment Agreement, dated as of July 31, 1996, between Richard
P. Smith and the Registrant (1)
10.24 Lease, dated as of September 1, 1996 between Y.F.G., Inc. and the
Registrant (1)
10.25 Lease, dated as of September 15, 1996 between Business Enterprises
of Pinellas Limited and the Registrant (1)
10.26 United States Patent No. 5,549,128 for improved general parts
washer dated August 27, 1996(1)
10.27 United States Patent No. 5,579,704 for apparatus for disposing of
refuse by thermal oxidation dated December 31, 1996 (1)
10.28 United States Patent Application for floor washing apparatus dated
December 3, 1996 (1)
10.29 United States Patent Application for system and method of vapor
recovery in industrial washing equipment dated December 19, 1996
(1)
10.30 United States Patent Application for a process for integrated
recycling of cleaning solution in industrial washing equipment
dated February 26, 1997 (1).
10.31 Commission Sales Representative Agreement, dated January 16, 1997,
among the Valvoline Oil Company, Ecogard, Inc. and the
Registrant (2)
10.32 United States Patent Officer Notice of Allowance (3)
10.33 Intertek Testing Services Listing, Labeling, and Follow-up Service
Agreement (3)
10.34 United States Patent Office Notice of Allowance (4)
10.35 Factoring Agreement between the Registrant and Capital Factors,
Inc. ("Capital") dated November 26, 1997 (5)
10.36 Security Agreement Supplement between the Registrant and Capital
(5)
10.37 License Agreement between the Registrant and Capital dated
November 26, 1997 (5)
10.38 Purchase and Distribution Agreement between First Recovery and
SystemOne Technologies, Inc. (5)
10.39 Vendor Lease Plan Agreement between the Registrant and First
Sierra Financial Financial Services, dated as of November 15,
1998(6)
23.1 Consent of KPMG LLP relating to the Company's Registration
Statements on Form S-3 (No. 333-50401) and Form S-8 (No.
333-70379).(6)
27.1 Financial Data Schedule(6)
(1) Incorporated by reference to the exhibit of the same number filed with the
Company's Registration Statement on Form S-1 (No. 333-08657).
(2) Incorporated by reference to the Company's Current Report on Form 8-K dated
January 22, 1997.
(3) Incorporated by reference to the Company's Quarterly Report on Form 10-QSB
for the Quarterly Period Ended June 30, 1997.
(4) Incorporated by reference to the Company's Quarterly Report on Form 10-QSB
for the Quarterly Period Ended September 30, 1997.
(5) Incorporated by reference to the Company's Annual Report on Form 10-KSB for
the Yearly Period Ended December 31, 1997.
(6) Previously filed with the Company's Annual Report on Form 10-KSB for the
Year Ended December 31, 1998.
(B) REPORTS OF FORM 8-K
None.
<PAGE> 12
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.
MANSUR INDUSTRIES INC.
Dated: April 30, 1999 By: /s/ PAUL I. MANSUR
-------------------------------------
Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
<S> <C> <C>
/s/ PIERRE G. MANSUR Chairman of the Board and President; April 30, 1999
- ----------------------- Director
Pierre G. Mansur
/s/ PAUL I. MANSUR Chief Executive Officer; Principal April 30, 1999
- ----------------------- Executive Officer; Director
Paul I. Mansur
/s/ RICHARD P. SMITH Chief Financial Officer; Principal Financial April 30, 1999
- ----------------------- Accounting Officer
Richard P. Smith
/s/ RONALD J. KORN Director April 30, 1999
- -----------------------
Ronald J. Korn
/s/ DR. JAN HEDBERG Director April 30, 1999
- -----------------------
Dr. Jan Hedberg
/s/ JOSEPH E. JACK Director April 30, 1999
- -----------------------
Joseph E. Jack
</TABLE>
