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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 000-22235
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Objective Communications, Inc.
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(Exact name of Registrant as specified in its charter)
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<S> <C>
Delaware 54-1707962
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(State or other jurisdiction of incorporation (I.R.S. Employer Identification No.)
or organization)
50 International Drive, Portsmouth, New Hampshire 03801
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(Address of principal executive offices) (Zip Code)
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Issuer's telephone number, including area code: (603) 334-6700
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) of the Act:
Title of each class:
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Common Stock par value $0.01
Check whether the registrant (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 [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this Form, and no disclosure will be contained, to
the best of issuer'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. [ ]
State issuer's revenues for its most recent fiscal year. (not applicable)
The aggregate market value of the voting common equity held by non-affiliates as
of March 15, 1998, was $92,068,119.
33
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The number of shares of the issuer's Common Stock outstanding as of March 15,
1998, was 5,676,850 shares.
Transitional Small Business Disclosure Format (check one): Yes No x
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Objective Communications, Inc. (the "Company") is filing this amendment
to the report on Form 10-KSB for the year ended December 31, 1997 solely to
amend and restate in its entirety Item 10 to include information regarding
compensation of the Company's directors.
TABLE OF CONTENTS
PART III
ITEM 10. EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table lists the cash remuneration paid or accrued during
1997 to the President and Chief Executive Officer of the Company, and to each of
the other most highly compensated executive officers for fiscal year 1997. The
Company did not have any pension or long-term incentive plan and did not issue
any restricted stock awards or stock awards to any of the executive officers
named in this table during 1997.
SUMMARY COMPENSATION TABLE
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LONG TERM
ANNUAL COMPENSATION
COMPENSATION AWARDS
-------------------- SECURITIES
NAME AND PRINCIPAL POSITION YEAR(1) SALARY BONUS UNDERLYING OPTIONS
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<S> <C> <C> <C> <C>
Steven A. Rogers
President and Chief Executive Officer . . . . . . . . . 1997 $120,000 $60,000 50,000
Roger A. Booker
Vice President, Operations . . . . . . . . . . . . . . 1997 $85,000 $45,000 35,000
Robert H. Emery
Vice President, Administration and Finance . . . . . . 1997 $90,000 $45,000 35,000
Frank M. Gore
Vice President, Sales . . . . . . . . . . . . . . . . . 1997 $96,000 $50,000 20,000
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(1) Information with respect to fiscal years 1996 and 1995 is not shown
because the Company was not a reporting company under the Securities
Exchange Act during those years.
STOCK OPTION GRANTS IN FISCAL YEAR 1997
The following table sets forth certain information about the stock
options granted pursuant to the 1996 Stock Incentive Plan (the "1996 Plan")
during fiscal year 1997 to the executive officers named in the Summary
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Compensation Table. As of the date of this report on Form 10-KSB, the Company
has not granted any stock appreciation rights.
STOCK OPTION GRANTS IN FISCAL YEAR 1997
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NUMBER OF SECURITIES PERCENTAGE OF TOTAL
UNDERLYING OPTIONS OPTIONS GRANTED TO
NAME GRANTED(1) EMPLOYEES IN 1997 EXERCISE PRICE ($/SH) EXPIRATION DATE
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<S> <C> <C> <C> <C>
Steven A. Rogers . . . . . . . . . . 50,000 16.73% $6.625 April 10, 2002
Roger A. Booker . . . . . . . . . . 35,000 11.71 6.625 April 10, 2002
Robert H. Emery . . . . . . . . . . 35,000 11.71 6.625 April 10, 2002
Frank M. Gore . . . . . . . . . . . 20,000 6.69 6.625 April 10, 2002
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(1) The options granted are non-qualified stock options that vest ratably
over a three-year period on the anniversary of the grant date. The
options expire on the fifth anniversary of the date of grant.
STOCK OPTION EXERCISES IN FISCAL YEAR 1997
The following table sets forth information concerning the number and
value of unexercised stock options at December 31, 1997. The executive officers
named in the Summary Compensation Table did not exercise any options in 1997.
AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR 1997 AND
FISCAL YEAR-END OPTION/SAR VALUES
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NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
SHARES OPTIONS AT DECEMBER 31, 1997(1)
ACQUIRED VALUE DECEMBER 31, 1997
NAME ON EXERCISE REALIZED EXERCISABLE / UNEXERCISABLE EXERCISABLE / UNEXERCISABLE
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<S> <C> <C> <C> <C>
Steven A. Rogers . . . . . . . - - 5,000 / 70,000 $51,250 / $586,250
Roger A. Booker . . . . . . . - - 7,300 / 64,200 $74,825 / $566,175
Robert H. Emery . . . . . . . - - 19,800 / 74,200 $202,950 / $668,675
Frank M. Gore . . . . . . . . - - 21,800 / 62,200 $223,450 / $482,550
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(1) Value based on the last reported sale price per share Common Stock of $14.25
on December 31, 1997, as reported on Nasdaq, minus the exercise price.
DIRECTOR COMPENSATION
The Company reimburses directors for expenses incurred in connection
with attending Board meetings and Committee meetings, but does not pay
director's fees or other compensation for services rendered as a director. In
lieu of fees, in August 1994, the Company granted to each director then serving
(other than Mr. Steven A. Rogers) options to purchase shares of Common Stock.
Each grant was negotiated with the director at the time he was appointed. In
April 1997, the Company granted certain directors options to purchase an
aggregate of 64,600 shares of Common Stock under the 1996 Plan. In addition,
directors or their affiliates may receive compensation for services rendered to
the Company in other capacities. Mr. Torkelsen, a director of the Company, is
the President of
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PVR Securities, which has in the past provided, and may in the future provide,
investment banking services to the Company. Mr. Cooper, a director of the
Company, is Vice Chairman of Barington, which served as the underwriter of the
Initial Offering, served as a co-manager of the Follow-on Offering and
has provided other investment banking services to the Company in the past.
Barington may, in the future, provide other investment banking services to the
Company.
In August 1994, the Company granted options to purchase an aggregate of
200,000 shares of Common Stock ("Directors' Non-Qualified Options"), to the
persons then serving as directors of the Company. Such options were granted in
lieu of directors' fees and pursuant to agreements with each director. The
options are exercisable for a period of ten years from the date of grant, have
an exercise price of $2.00 per share and vest 20% per year on each of the first,
second, third, fourth and fifth anniversaries of the date of grant.
Notwithstanding the foregoing vesting schedule, if a director fails to attend
more than 50% of the total number of meetings of the full Board of Directors and
any committees of the Board of which he is a member, the director forfeits any
percentage of the option that would otherwise have vested in that year. Further,
if a director ceases to be a director of the Company for any reason, including
removal, death or disability, such director forfeits any portion of the option
that is unvested at that time. Director's Non-Qualified Options my be exercised
only to the extent vested. The optionee, or his estate in the case of death, can
exercise the option to the extent vested at the time he ceases to be a director
of the Company until the expiration of the option. As of March 31, 1998,
Directors' Non-Qualified Options to purchase 110,000 shares of Common Stock are
vested, and Directors' Non-Qualified Options to purchase 10,000 shares of Common
Stock had been exercised. Directors' Non-Qualified Options may be exercised only
to the extent vested. The optionee, or his estate in the case of death, can
exercise the option to the extent vested at the time he ceases to be a director
of the Company until the expiration of the option.
In April 1997, the Company granted to each director of the Company then
serving (other than Mr. Steven A. Rogers) options to purchase an aggregate of
64,600 shares of Common Stock ("Directors' 1997 Non-Qualified Options") under
the 1996 Plan. Such options were granted in lieu of directors' fees. The options
are exercisable for a period of five years from the date of grant, have an
exercise price of $6.625 per share and vest ratably on each of the first, second
and third anniversaries of the date of grant. Notwithstanding the foregoing
vesting schedule, if a director fails to attend more than 50% of the total
number of meetings of the full Board of Directors and any committees of the
Board of which he is a member, the director forfeits any percentage of the
option that would otherwise have vested in that year. Further, if a director
ceases to be a director of the Company for any reason, including removal, death
or disability, such director forfeits any portion of the option that is unvested
at that time. As of March 31, 1998, 21,533 of the Directors' 1997 Non-Qualified
Options have vested.
EXECUTIVE EMPLOYMENT CONTRACTS
The Company has entered into an employment agreement with Mr. Rogers.
The agreement was effective on March 13, 1997 and is for an initial term
of one year with automatic one-year renewals, unless terminated as provided in
the agreement. The agreement provides that the 1997 base salary for Mr. Rogers
will be $120,000. The agreement also includes a non-competition commitment
during and after the term of the agreement, confidentiality commitments,
non-solicitation of employee provisions and assignment of work product
agreements. The Company also maintains a key man life insurance policy on Mr.
Rogers in the amount of $1.0 million. The Company has no other employment
agreements with, nor does it maintain key man life insurance on, any of its
other employees.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunder duly authorized.
OBJECTIVE COMMUNICATIONS, INC.
(Registrant)
By: /s/ JAMES F. BUNKER
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James F. Bunker
President and Chief Executive Officer
(duly authorized executive officer)
By: /s/ ROBERT H. EMERY
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Robert H. Emery
Vice President, Administration and Finance
(principal finance officer)
October 30, 1998
