-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TxxPXVAJzlwldJh8cse0su8YTznE1jqwA7w1cSNx6uQYvAuVcc9dj6BwTamQiUxS ncM7xPeWW1kYmqxWanZEgQ== 0001023876-98-000004.txt : 19980113 0001023876-98-000004.hdr.sgml : 19980113 ACCESSION NUMBER: 0001023876-98-000004 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970731 FILED AS OF DATE: 19980112 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANCHESTER EQUIPMENT CO INC CENTRAL INDEX KEY: 0001023876 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 112312854 STATE OF INCORPORATION: NY FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-21695 FILM NUMBER: 98505100 BUSINESS ADDRESS: STREET 1: 160 OSER AVE CITY: HAUPPAUGE STATE: NY ZIP: 11787 BUSINESS PHONE: 5164351199 MAIL ADDRESS: STREET 1: 160 OSER AVENUE CITY: HAUPPAUGE STATE: NY ZIP: 11788 10-K/A 1 FORM 10-K/A AMENDMENT NO. 1 FORM 10-K/A Amendment No. 1 [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 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 _______________ Commission File Number 0-21695 MANCHESTER EQUIPMENT CO., INC. (Exact name of Registrant as specified in its charter) New York 11-2312854 --------- ------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) I. D. Number) 160 Oser Avenue Hauppauge, New York 11788 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (516) 435-1199 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 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 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 October 21, 1997 was $15,194,231 (3,241,436 shares at a closing sale price of $4.6875). As of October 21, 1997, 8,525,000 shares of Common Stock ($.01 par value) of the Registrant were issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None ITEM 11. Summary Compensation The following table sets forth a summary of the compensation paid or accrued by the Company during the fiscal years ended July 31, 1997 and 1996 to the Company's Chief Executive Officer and the other executive officers whose compensation exceeded $100,000: SUMMARY COMPENSATION TABLE
- --------------------------------------------------------------------------------------------------------------- Long-Term Annual Compensation Compensation Common Stock Name and Other Annual Underlying All Other Principal Position Year Salary Bonus Compensation(6) Options Compensation - --------------------------------------------------------------------------------------------------------------- Barry R. Steinberg..... 1997 $550,000 - $59,252(1) - - President and CEO 1996 $271,800 $1,816,439 $59,210(1) - - Joel G. Stemple........ 1997 $450,000 - $33,050(2) - - Executive VP and 1996 $251,800 $1,669,193 $29,000(2) - - Secretary Joseph Looney.......... 1997 $125,489 $47,500 $7,610 70,000(5) - Chief Financial 1996 $31,250 $10,000 $1,275 - - Officer(3) William F. Scheibel, Jr 1997 $128,956 $22,500 $8,266 70,000(5) - Chief Technology 1996 $96,157 $17,500 $4,250 - - Officer(4) - ---------------------------------------------------------------------------------------------------------------
(1) Includes $50,000 of premiums paid by the Company for a whole life insurance policy in the name of Mr. Steinberg having a face value of $2,600,000 and under which his daughters, on the one hand, and the Company, on the other hand, are beneficiaries and share equally in the death benefits payable under the policy. (2) Includes $25,000 of premiums paid by the Company for a whole life insurance policy in the name of the executive officer having a face value of $1,300,000 and under which his spouse and the Company are beneficiaries and are entitled to $600,000 and $700,000, respectively, of the death benefits payable under the policy. (3) Began employment with the Company on May 2, 1996. (4) Began employment with the Company on September 7, 1995. (5) See Option Grant Table below for the exercise price and vesting terms of Messrs. Looney's and Scheibel's options. (6) Includes in fiscal 1997 employer matching contributions to the Company's defined contribution plan of $6,252, $6,675, $2,510, and $3,166 for Messrs. Steinberg, Stemple, Looney and Scheibel, respectively. Other than as set forth above, no restricted stock awards, stock appreciation rights or long-term incentive plan awards (all as defined in the proxy regulations promulgated by the Securities and Exchange Commission) were awarded to, earned by, or paid to the Named Executive Officers during the fiscal year ended July 31, 1997. 2 Barry R. Steinberg has agreed with the Company that his annual base salary for services rendered to the Company in his current positions as President and Chief Executive Officer shall be $550,000 in each of the fiscal years ending July 31, 1997 and 1998. Mr. Steinberg has agreed that he will not be eligible to receive any bonus in fiscal 1997 and that any bonus payable for fiscal 1998 will require the approval of a majority of the independent directors of the Company. The Company will continue to make available to him the car allowance and deferred compensation benefits that he is currently receiving. Mr. Steinberg will also be able to participate in other benefits that the Company makes generally available to its employees, such as medical and other insurance, and Mr. Steinberg will be able to participate under the Company's stock option plan. In the event Mr. Steinberg's employment with the Company were terminated, he would not be precluded from competing with the Company. The Company has an employment agreement with Joel G. Stemple, Ph.D., under which Dr. Stemple receives a base salary of $450,000 in each of the fiscal years ending July 31, 1997 and 1998. Under the employment agreement, Dr. Stemple is not eligible to receive any bonus in fiscal 1997 and any bonus payable to Dr. Stemple for fiscal 1998 must be approved by a majority of the independent directors of the Company. Under the employment agreement, the Company provides Dr. Stemple with an automobile and certain deferred compensation benefits and provides Dr. Stemple with medical and other benefits generally offered by the Company to its employees. Dr. Stemple also is able to participate in the Company's stock option plan. The employment agreement is terminable by either party on 90 days' prior notice. In the event the Company so terminates Dr. Stemple's employment, or the Company elects not to renew his employment agreement, he is entitled to severance equal to 12 months of his then current base salary. This severance will be payable in accordance with the Company's customary payroll practices. Under the employment agreement, if Dr. Stemple terminates his employment, or the Company terminates his employment for cause, Dr. Stemple is prohibited, for a two-year period from such termination, from competing with the Company in the eastern half of the United States. Option Grants in the Last Fiscal Year The following table sets forth the information with respect to grants of stock options to purchase the Company's common stock, par value $0.01 per share (the "Common Stock"), pursuant to the Company's Amended and Restated 1996 Incentive and Non-Incentive Stock Option Plan (the "Plan") granted to the Named Executive Officers during the fiscal year ended July 31, 1997 and all options outstanding to the named Executive Officers as of July 31, 1997.
Individual Grants Number of Percent of Potential Realizable Securities Total Options Value at Assumed Underlying Granted to Annual Rates of Stock Options Employees in Exercise Expiration Price Appreciation Granted Fiscal year Price Date For Option Term Name (#) ($/sh) 5% 10% ---- ---- ------- ---- ----- Joseph Looney 50,000(1) 6.3% $10.00 2/03/2007 $29,000 $343,000 20,000(2) 2.5% $ 5.00 3/26/2007 - $20,000 William F. Scheibel, Jr. 50,000(1) 6.3% $10.00 2/03/2007 $29,000 $343,000 20,000(2) 2.5% $ 5.00 3/26/2007 - $20,000
No options outstanding were exercised or exercisable during the fiscal year ended July 31, 1997 or as of July 31, 1997. There were no in-the-money exercisable or unexercisable options at July 31, 1997. - -------------- (1) Exercisable cumulatively at the rate of 20% per annum commencing February 3, 1999. (2) Exercisable cumulatively at the rate of 25% per annum commencing May 5, 1999. 3 ITEM 12. Security Ownership of Certain Beneficial Owners and Management The following table sets forth certain information as of October 21, 1997 (except as otherwise indicated) with respect to the number of shares of the Company's common stock beneficially owned by each person who is known to the Company to beneficially own more than 5% of the common stock, the number of shares of common stock beneficially owned by each director of the Company and each executive officer of the Company, and the number of shares of common stock beneficially owned by all executive officers and directors of the Company as a group. Except as otherwise indicated, each such shareholder has sole voting and investment power with respect to the shares beneficially owned by such shareholder.
Shares Percent Beneficially of Shares Name and Address Owned Outstanding Barry R. Steinberg(1)(3) 4,630,101 54.3% Joel G. Stemple(1) 626,263 7.3 Joseph Looney(1) 4,700 * William F. Scheibel, Jr.(1) - Joel Rothlein(2) 16,500 * George Bagetakos(1)(4) 2,500 * Julian Sandler(1)(5) 3,500 * All executive officers and directors as a group (6 persons) 5,283,564
(1) Address is 160 Oser Avenue, Hauppauge, New York 11788. (2) Address is 684 Broadway, Massapequa, New York 11758; consists of 3,300 shares held by Kressel, Rothlein & Roth, Esqs., in which Mr. Rothlein is a partner, and 13,200 shares held by the Kressel, Rothlein & Roth Profit Sharing Plan. Mr. Rothlein disclaims beneficial ownership of the Common Stock owned by Kressel Rothlein & Roth, Esq., except to the extent of his equitable interest in the firm, and of the Common Stock owned by the Kressel Rothlein & Roth Profit Sharing Plan, except to the extent of his beneficial interest in such plan. (3) Excludes 29,000 shares owned by Ilene Steinberg and 29,000 shares owned by Sheryl Steinberg, daughters of Mr. Steinberg, which shares were purchased with the proceeds of a loan from Mr. Steinberg. As reported on Schedule 13D filed on March 24, 1997, as amended, Mr. Steinberg, Ilene Steinberg, and Sheryl Steinberg each disclaim beneficial ownership of the common stock owned by the others. (4) Consists of option exercisable on December 4, 1997. (5) Includes option to purchase 2,500 shares exercisable on December 4, 1997. * Represents less than one tenth of one percent of outstanding shares. 4 SIGNATURE 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, thereunder duly authorized. Manchester Equipment Co., Inc. Date: January 8, 1998 By: /s/ Barry R. Steinberg -------------------------- Barry R. Steinberg President, Chief Executive Officer 5 -----END PRIVACY-ENHANCED MESSAGE-----