-----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, ScJFsXd/F7rCY+Zkv4aAsJN6kvgAc0Ua1tZ7qhKtobhXQGC4zBuyHISXR1KKUUTg FE239LH47nLdxAwHBuzitA== 0000950153-96-000236.txt : 19960430 0000950153-96-000236.hdr.sgml : 19960430 ACCESSION NUMBER: 0000950153-96-000236 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960429 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CADE INDUSTRIES INC CENTRAL INDEX KEY: 0000356211 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT ENGINES & ENGINE PARTS [3724] IRS NUMBER: 391371038 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 000-12808 FILM NUMBER: 96552202 BUSINESS ADDRESS: STREET 1: 5640 ENTERPRISE DR CITY: LANSING STATE: MI ZIP: 48911 BUSINESS PHONE: 5173941333 MAIL ADDRESS: STREET 2: 5640 ENTERPRISE DRIVE CITY: LANSING STATE: MI ZIP: 48911 10-K405/A 1 AMENDMENT NO. 1 TO CADE INDUSTRIES FORM 10-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 AMENDMENT NO. 1 TO FORM 10-K/A /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1995 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to --------- --------- Commission file number: 0-12808 Cade Industries, Inc. --------------------- (Exact name of registrant as specified in its charter) Wisconsin 39-1371038 --------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification No.) 5640 Enterprise Drive, Lansing, Michigan 48911 ---------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 517-394-1333 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.001 par value ----------------------------- (Title of class) 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 February 26, 1996, 21,886,350 shares of Common Stock were outstanding, and the aggregate market value of the Common Stock (based upon the $.625 closing bid on that date in the over-the-counter market) held by nonaffiliates (excludes shares reported as beneficially owned by directors and executive officers which exclusion does not constitute an admission as to affiliate status) was approximately $9,389,579.00. DOCUMENTS INCORPORATED BY REFERENCE Part of Form 10-K Into Which Document Portions of Document are Incorporated -------- ------------------------------------- Annual Report to Shareholders for the fiscal year ended December 31, 1995 Part II Proxy Statement for 1996 Annual Meeting of Shareholders Part III 2 Cade Industries, Inc. (the "Company") hereby amends the Report on Form 10-K for the year ended December 31, 1995 by amending Item 12 as set forth below: PART III ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. The following table shows the beneficial ownership of the outstanding common stock of the Company as of February 26, 1996 by each person known to the Company to own beneficially more than 5% of such stock outstanding, each director and nominee, each executive officer named in the Summary Compensation Table below and all directors and executive officers of the Company as a group:
Number of Shares and Nature of Beneficial Percent Name Ownership(1)(2) of Class - ---- -------------------- -------- Advent International 1,937,290 (4) 8.9% Corporation(3) Molly F. Cade(5) 5,292,162 (6) 24.1% Conrad G. Goodkind 285,000 1.3% William T. Gross 55,000 (7) * Richard A. Lund 162,000 * Terrell L. Ruhlman 220,000 (8) 1.0% John W. Sandford 73,000 (9) * Edward B. Stephens 67,100 (10) * Steven M. Tadler(1) 50,000 * Trigran Investments, Inc.(12) 1,298,200 5.9% All directors and executive officers 6,215,712 27.7% as a group (9 persons)
- ------------------------------------ *Less than 1.0% (1) Except as otherwise indicated, the specified persons have sole voting and investment power as to all of the shares indicated. (2) Includes the following shares which may be acquired by the exercise of options: 50,000 as to Ms. Cade, Mr. Goodkind, Mr. Gross, Mr. Sandford and Mr. Tadler; 160,000 as to Mr. Lund; 100,000 as to Mr. Ruhlman; 59,000 as to Mr. Stephens, and 580,450 as to all directors and officers as a group. -2- 3 (3) The business address of Advent International Corporation is 101 Federal Street, Boston, Massachusetts 02110. (4) All shares are held of record by the following venture capital funds managed by Advent International Corporation in the amounts indicated: Adhill Limited Partnership, 219,207 shares; Adventact Limited Partnership, 272,016 shares; Adval Limited Partnership, 196,413 shares; Advent International Network Limited Partnership, 834,067; Advent International Technology Fund, L.P., 73,694 shares; Adwest Limited Partnership, 219,207 shares; Hong Kong Venture Investment Trust, 122,686 shares. (5) Ms. Cade's business address is 5640 Enterprise Drive, P.O. Box 23094, Lansing, Michigan 48909. (6) Includes 2,200 shares held by Ms. Cade as custodian for minor children and 16,200 shares held by her spouse. (7) Held as trustee of a trust controlled by Mr. Gross. (8) Voting and dispositive power shared with spouse up to 20,000 shares. (9) Record ownership held by family trust controlled by Mr. Sandford. (10) Voting and dispositive power shared with spouse as to 6,100 shares and with parent as to 2,000 shares. (11) Mr. Tadler is Senior Vice President of Advent International Corporation. Mr. Tadler disclaims beneficial ownership of any of the shares held indirectly by Advent International Corporation. See Note 4 above. (12) The business address of Trigran Investments, Inc. is 155 Pfingsten Road, Suite 360, Deerfield, Illinois 60015. The above beneficial ownership information is based upon information furnished by the specified persons and determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934 as required for purposes of this filing, which is not necessarily the same as beneficial ownership for other purposes, and includes shares as to which beneficial ownership may be disclaimed. -3- 4 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. CADE INDUSTRIES, INC. By /s/ Edward B. Stephens Dated: April 25, 1996 --------------------------------------------- Edward B. Stephens Vice President, Treasurer and Chief Financial Officer (Principal accounting officer) -4- -----END PRIVACY-ENHANCED MESSAGE-----