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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-K/A
(Mark One)
/X/ Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended May 31, 1999
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 1-7736
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TAB PRODUCTS CO.
(EXACT NAME OF COMPANY AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-1190862
(STATE OR OTHER JURISDICTION (IRS EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)
1400 PAGE MILL RD.
PALO ALTO, CALIFORNIA 94304
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(650) 852-2400
(COMPANY'S TELEPHONE NUMBER--INCLUDING AREA CODE)
Securities registered pursuant to Section 12(b) of the Act:
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TITLE OF EACH CLASS NAME OF EXCHANGE ON WHICH REGISTERED
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Common stock, $.01 par value American Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark whether the Company (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 Company
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 Company'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 voting stock held by non-affiliates of the
Company as of June 30, 1999 was approximately $12,618,723. Shares of common
stock held by each officer and director and by each person or group who owns 5%
or more of the outstanding common stock have been excluded in that such persons
or groups may be deemed to be affiliates. This determination of affiliate status
is not necessarily a conclusive determination for other purposes. The number of
shares of the Company's Common Stock outstanding as of June 30, 1999 was
5,027,689.
The undersigned registrant hereby amends the following exhibit of its Annual
Report for the fiscal year ended May 31, 1999 as set forth in the pages attached
hereto.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
A. The following documents are filed as part of this report:
3. EXHIBITS
See the following Index to Exhibits. The Exhibits listed in the
accompanying Index are referenced as part of this report.
EXHIBITS:
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3.1 Certificate of Incorporation (Exhibit 3.1 of 1993 Form 10-K)(2)
3.2 Certificate of Designation, Preferences and Rights of the Terms of the Series A
Preferred Stock (Exhibit 3.2 filed with Form 10-Q for the quarter ended November 30,
1996)(2)
3.3 Second Amended and Restated Bylaws of the Company dated October 17, 1996 (Exhibit 4
of Form 8-K dated October 17, 1996)(2)
4.1 Form of Rights Agreement between the Company and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent (including as Exhibit A the form of Certificate of
Designation, Preferences and Rights of the Terms of the Series A Preferred Stock, as
Exhibit B the form of Right Certificate, and as Exhibit C the Summary of Terms of
Rights Agreement) (Exhibit 1 of Form 8-K dated October 17, 1996)(2)
10.1 Tab Products Co. 1981 Incentive Stock Option Plan (Exhibit 10 of the 1983 Form
10-K)(1)(2)
10.2 Amended 1981 Incentive Stock Option Plan (Exhibit 10 of the 1987 Form 10-K)(1)(2)
10.3 1991 Stock Option Plan (Exhibit 10.1 of the 1991 Form 10-K)(1)(2)
10.4 Note Agreement of Tab Products Co. dated as of March 20, 1992 in the aggregate
principal amount of $15,000,000 (Exhibit 10.5 of the 1992 Form 10-K)(2)
10.5 Amendment dated July 27, 1993 to Note Agreement of Tab Products Co. dated as of March
20, 1992 (Exhibit 10.16 filed with the 1993 Form 10-K)(2)
10.6 Note Agreement of Tab Products Co. dated October 7, 1993 (Exhibit 10.20 filed with
Form 10-Q for the quarter ended August 31, 1993)(2)
10.7 Letter dated October 7, 1993 amending the Prudential Note Agreement dated March 20,
1992 (Exhibit 10.21 filed with Form 10-Q for the quarter ended August 31, 1993)(2)
10.8 Letter dated October 27, 1993 amending the Prudential Note Agreement dated March 20,
1992 (Exhibit 10.27 filed with the 1994 Form 10-K)(2)
10.9 Letter dated June 15, 1995 amending the Prudential Note Agreement dated March 20,
1992 (Exhibit 10.32 filed with the 1995 Form 10-K)(2)
10.10 Letter dated July 21, 1995 amending the Prudential Note Agreement dated March 20,
1992 (Exhibit 10.33 filed with the 1995 Form 10-K)(2)
10.11 Letter dated December 13, 1995 amending the Prudential Note Agreement dated March 20,
1992 (Exhibit 10.35 filed with Form 10-Q for the quarter ended November 30, 1995)(2)
10.12 Letter dated August 20, 1996 amending the Prudential Note Agreement dated March 20,
1992 (Exhibit 10.37 filed with the 1996 Form 10-K)(2)
10.13 Form of Indemnity Agreement between the Company and each of its Executive Officers
and Directors (Exhibit 10.38 filed with Form 10-Q for the quarter ended November 30,
1996)(1)(2)
10.14 Outside Directors' Option Plan and Agreement (Exhibit 10.41 filed with Form 10-Q for
the quarter ended November 30, 1996)(1)(2)
10.15 Employment Agreement between the Company and Philip C. Kantz (Exhibit 10.42 filed
with Form 10-Q for the quarter ended February 28, 1997)(1)(2)
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10.16 Non-qualified Stock Option Agreement between the Company and Philip C. Kantz (Exhibit
10.43 filed with Form 10-Q for the quarter ended February 28, 1997)(1)(2)
10.17 Non-qualified Stock Option Agreement between the Company and Philip C. Kantz (Exhibit
10.44 filed with Form 10-Q for the quarter ended February 28, 1997)(1)(2)
10.18 Non-qualified Stock Option Agreement between the Company and Philip C. Kantz (Exhibit
10.45 filed with Form 10-Q for the quarter ended February 28, 1997)(1)(2)
10.19 Bank of America Business Loan Agreement dated November 1, 1998 (Exhibit 10.1 filed
with form 10-Q for the quarter ended November 30, 1998)(2)
10.20 Lease Agreement dated January 29, 1999 (Exhibit 10.1 filed with form 10-Q for the
quarter ended February 28, 1999)(3)
10.21 Letter dated May 28, 1999 amending the Prudential Note Agreement dated March 20,
1992(3)
10.22 Bank of America Amendment No.1 dated May 31, 1999 to Business Loan Agreement dated
November 1, 1998(3)
10.23 Bank of America Amendment No.2 dated May 31, 1999 to Business Loan Agreement dated
November 1, 1998(3)
10.24 Form of Change of Control Agreement between the Company and named Executive
Officers(3)
10.25 Sale of Field Service Group as reported on Form 8-K/A (filed July 30, 1999)(2)
23.1 Independent Auditors' Consent
27 Financial Data Schedule(3)
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(1) Compensatory Plan or Arrangement
(2) Incorporated by reference from the Corporation's Form 8-K filed June 15,
1999.
(3) Incorporated by reference from the Corporation's Form 10-K filed August 23,
1999.
2
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Pursuant to the requirement of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Palo
Alto, and State of California, on this twenty-seventh day of August, 1999.
TAB PRODUCTS CO.
/s/ DAVID J. DAVIS
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David J. Davis
SENIOR VICE PRESIDENT, OPERATIONS AND
CHIEF FINANCIAL OFFICER
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 Company
and in the capacities and on the dates indicated.
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NAME AND TITLE DATE
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Hans A. Wolf, Chairman of the Board
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Philip C. Kantz, Director; President and
Chief Executive Officer
/s/ DAVID J. DAVIS August 27, 1999
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David J. Davis, Senior Vice President,
Operations and Chief Financial Officer
/s/ WILLIAM R. KINZIE August 27, 1999
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William R. Kinzie, Controller and
Chief Accounting Officer
/s/ ROBERT R. AUGSBURGER August 27, 1999
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Robert R. Augsburger, Director
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Dr. Kathryn S. Hanson, Director
/s/ JERRY K. MYERS August 27, 1999
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Jerry K. Myers, Director
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statements Nos.
33-11914, 33-11838, 33-45071, 33-62357, 333-20693 and 333-25403 of Tab Products
Co. on Form S-8 of our reports dated June 28, 1999, appearing in this Annual
Report on Form 10-K of Tab Products Co. for the fiscal year ended May 31, 1999.
/s/ DELOITTE & TOUCHE LLP
San Jose, California
August 16, 1999
