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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
--- EXCHANGE ACT FOR THE FISCAL YEAR ENDED JUNE 30, 1997; OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
--- SECURITIES ACT OF 1934 FOR THE TRANSITION PERIOD FROM
__________ TO _________.
COMMISSION FILE NUMBER: 0-26858
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MIZAR, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 41-1425902
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2410 LUNA ROAD
CARROLLTON, TEXAS 75006
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code:
(972) 277-4600
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $0.01 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 and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if the 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..........................[ ]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of September 23, 1997 was approximately $25,590,000.
As of September 23, 1997, the Registrant had outstanding 5,135,976 shares of
common stock.
List hereunder the documents incorporated by reference: None
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PART III
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Item 10 of the registrant's Form 10-K previously filed on September 29, 1997, is
hereby amended to add the following:
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the securities laws of the United States, the Company's directors and
executive officers and persons who own more than 10% of the Company's Common
Stock are required to report their initial ownership of the Company's Common
Stock and any subsequent changes in that ownership to the Securities and
Exchange Commission. Specific due dates have been established for these
reports, and the Company is required to disclose any failure to file by these
dates. All of these filing requirements were satisfied during fiscal 1997.
Items 11 through 13 of the registrant's Form 10-K previously filed on
September 29, 1997 are hereby amended to read in their entirety as follows:
ITEM 11. EXECUTIVE COMPENSATION.
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SUMMARY OF EXECUTIVE COMPENSATION
The following table sets forth information concerning cash compensation
paid or accrued by the Company during the three years ended June 30, 1997 to or
for the Company's chief executive officer and the four other highest compensated
executive officers of the Company whose total salary and bonus exceeded
$100,000.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
- -------------------------------------------------------------------------------------------------- ------
SECURITIES
OTHER ANNUAL UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION (1) OPTIONS
- --------------------------- ---- ------ ----- ------------
<S> <C> <C> <C> <C> <C>
Samuel K. Smith, Interim President and 1997 -- -- -- --
Chief Executive Officer (2)
David H. Irwin, former President and 1997 $200,000 $ 1,146 $644 --
Chief Executive Officer 1996 200,000 -- -- 8,500
1995 183,077 93,546 -- 544,000
John L. Marshall, Senior Vice 1997 $118,893 $ 680 $824 --
President, Sales 1996 112,949 -- -- --
1995 107,385 55,076 -- 119,000
Charles D. Brockenbush, Vice 1997 $102,941 $ 440 $713 15,000
President-Finance and Chief 1996 42,308 -- -- 35,000
Financial Officer (3)
Joseph E. Andrulis, Vice 1997 $100,000 $ 573 $692 25,000
President-Strategic Marketing (4) 1996 9,615 -- -- 50,000
</TABLE>
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(1) Amounts indicated reflect the Company's contribution to the 401(k) savings
plan.
(2) Mr. Smith was appointed Interim Chief Executive Officer in June 1997.
(3) Mr. Brockenbush joined the Company in January 1996.
(4) Mr. Andrulis joined the Company in May 1996.
None of the named executive officers received perquisites and other
personal benefits or property in excess of the lesser of $50,000 or 10% of such
officer's total annual salary or bonus.
STOCK OPTIONS
The following table sets forth certain information with respect to the
options granted during the fiscal year ended June 30, 1997 to the executive
officers named in the above compensation table:
<TABLE>
<CAPTION>
Individual Grants
- ------------------------------------------------------------------------------
Potential Realizable
Number of Percent of Value at Assumed
Securities Total Annual Rates of Stock
Underlying Options Exercise Price Appreciation for
Options Granted to Employees or Base Option Term (1)
Granted in Fiscal Price Expiration ---------------
Name (#) Year ($/Sh) Date 5%($) 10%($)
- ---- --- ---- ------ ---- ----- ------
<S> <C> <C> <C> <C> <C> <C>
Mr. Smith -- -- -- -- -- --
Mr. Irwin -- -- -- -- -- --
Mr. Marshall -- -- -- -- -- --
Mr. Brockenbush 15,000 7.8% $3.75 6/26/07 $35,375 $ 89,648
Mr. Andrulis 25,000 13.0% $3.75 6/26/07 $58,959 $149,413
</TABLE>
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(1) The assumed annual appreciation rates are disclosed pursuant to the rules
of the Securities and Exchange Commission and are not intended to forecast
future appreciation of the Company's Common Stock.
The following table sets forth certain information with respect to the
options exercised by the executive officers named in the above compensation
table during the fiscal year ended June 30, 1997 or held by such persons at June
30, 1997:
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<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money Options
Shares Options at at
Acquired June 30, 1997 June 30, 1997 (1)
on Value
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Mr. Smith -- -- 42,500 -- $ 131,438 --
Mr. Irwin -- -- 373,983 110,517 1,150,026 $322,074
Mr. Marshall -- -- 78,376 40,624 246,308 126,667
Mr. Brockenbush -- -- 8,750 41,250 -- 1,875
Mr. Andrulis -- -- 12,500 62,500 -- 3,125
</TABLE>
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(1) Based upon the closing price of the Common Stock of the Company on June 30,
1997, which price was $3.875 per share.
DIRECTOR COMPENSATION
The Company does not pay any annual retainer or per meeting fees to its
directors. The Company reimburses all of the directors for their out-of-pocket
expenses in connection with performing their duties as directors of the Company.
In addition, each non-employee director is granted options under the Directors'
Stock Option Plan to purchase shares of Common Stock. In November 1996, Mr.
Rynearson received a grant under this plan of 8,500 immediately vested options
at an exercise price of $4.88 per share.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 1997, the Compensation Committee of the Company's Board of
Directors consisted of two members, Messrs. Douglas E. Johnson (who resigned in
February 1997) and Samuel K. Smith, who was appointed as Interim Chief Executive
Officer of the Company on June 30, 1997. Mr. Johnson was not at any time during
the fiscal year ended June 30, 1997, an officer or employee of the Company.
Until the appointment of Mr. Smith as Interim CEO on June 30, 1997, he was not
at any time during the fiscal year an officer or employee of the Company. During
fiscal 1997, no executive officer of the Company served as a member of the board
of directors or compensation committee of any entity which has one or more
executive officers serving as a member of the Company's Board of Directors or
Compensation Committee.
EMPLOYMENT AGREEMENTS
In 1994, the Company entered into employment agreements with each of Mr.
Irwin and Mr. Marshall. Each of the agreements provides for the payment of base
salary amounts, participation in executive bonus plans and participation in
other employee benefit plans. Each agreement provides for the employee to
receive severance payments, as defined. Mr. Irwin's resignation as President
and CEO was effective in June, 1997 and triggered a salary continuation
obligation of approximately $250,000, which was accrued as an operating expense
in June 1997. The term of Mr. Marshall's agreement expires on December 31,
1997, and entitles him to receive severance payments in amounts equivalent to
six months to one year of salary and bonus, as defined.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
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The following table sets forth certain information as to the beneficial
ownership of the Company's Common Stock as of September 23, 1997 by (i) each
person who is known to beneficially own more than 5% of each such class, (ii)
each director of the Company, (iii) certain named executive officers and (iv)
all officers and directors as a group. Except pursuant to applicable community
property laws and except as otherwise indicated, each stockholder identified in
the table possesses sole voting and investment power with respect to its or his
shares.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED (1)
-----------------------------
NAME NUMBER PERCENT
- ---- ------ -------
<S> <C> <C>
DIRECTORS AND EXECUTIVE OFFICERS:
David H. Irwin (2) 679,619 13.2%
John L. Rynearson (3) 410,000 7.9
John L. Marshall 246,200 4.8
Samuel K. Smith 66,500 1.3
Robert G. Smith 42,500 *
Charles D. Brockenbush 14,750 *
Joseph E. Andrulis 12,500 *
All directors and officers as a group 1,486,249 28.2
(9 individuals)
MORE THAN 5% STOCKHOLDERS:
Heartland Advisors, Inc. (4) 1,364,200 26.6
</TABLE>
* Less than one percent.
(1) Includes shares issuable upon exercise of stock options which will be
vested prior to November 22, 1997.
(2) Includes 78,000 shares owned by trusts for the benefit of Mr. Irwin's
children. Mr. Irwin disclaims beneficial ownership of such shares. Mr.
Irwin's address is 18815 Heathcote Drive, Deephaven, Minnesota 55391.
(3) Mr. Rynearson's address is 6221 E. Pershing Avenue, Scottsdale, Arizona
85254.
(4) Based on information contained in Schedule 13G dated as of July 10, 1997.
The shares of common stock indicated are held in investment advisory
accounts. As a result, various persons have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the
sale of, the securities. The address of Heartland Advisors, Inc. is 790
North Milwaukee Street, Milwaukee, Wisconsin 53202.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
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The Board of Directors of the Company authorized a Stock Repurchase Plan in
May 1997. On August 18, 1997 the Company repurchased 70,500 shares from Mr.
Marshall at $4.125 per share for a total consideration of approximately
$290,800.
See also Item 11 - "Employment Agreements" for a description of employment
agreements the Company has entered into with certain of its executive officers.
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Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Form 10-K/A to be
signed on its behalf by the undersigned, thereunto duly authorized on October
28, 1997.
MIZAR, INC.
By /s/ Charles D. Brockenbush
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Charles D. Brockenbush
Vice President, Finance and Chief
Financial Officer
(Principal Financial and Accounting
Officer)
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