10KSB/A 1 amendmentno1.htm AMENDMENT June 1, 2001

U. S. Securities and Exchange Commission

Washington, D.C. 20549

Form 10-KSB/A-1 (Amendment No. 1)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the year ended December 31, 2001

Commission File Number 0-15910

Control Chief Holdings, Inc.

(Name of small business issuer in its charter)

New York

  

16-0955704

(State or other jurisdiction of

  

(I.R.S. Employer

Incorporation or organization)

  

Identification No.)

 

P.O. Box 141, 200 Williams Street, Bradford, Pennsylvania 16701

Telephone 814-368-4132

(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

 

Name of each exchange

Title of each class:

on which registered:

Common Stock - $.50 par value

The NASDAQ Small-Cap Market

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Check if disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB [X].

Issuer's revenues for the year ended December 31, 2001 were $5,054,030. At February 28, 2002, the aggregate market value of voting common stock held by non-affiliates of the registrant based on the average bid and asked price of $2.70 was $1,509,316. Shares of common stock held by each officer and director and by each person who owns 5% or more of the outstanding common stock of the Company have been excluded because such persons may be deemed to be affiliates. As of February 28, 2002, the issuer had outstanding 986,837 shares of Common Stock, $.50 par value.

Documents incorporated by reference

No portions of the registrant's Proxy Statement for the Annual Meeting of Shareholders to be held in June 2002 are incorporated by reference into this Form 10-KSB.

CONTROL CHIEF HOLDINGS, INC.

FORM 10-KSB/A-1 (Amendment No. 1)

Control Chief Holdings, Inc. hereby amends portions of its previously filed Form 10-KSB for the year ended December 31, 2001. Information required by Items 9, 10, 11 and 12 of Part III of Form 10-KSB that was previously incorporated by reference from the Company's Proxy Statement for the Annual Meeting of Shareholders to be held in June 2002 is included herewith.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The Board nominated all of the current directors for re-election at the Annual Meeting. Each director elected will serve until the next annual meeting of stockholders when his or her successor has been elected and qualified, or until the director's earlier resignation or removal. All nominees have indicated their willingness to accept election, and management has no reason to believe that any of the nominees named below will be unable or unwilling to serve. The proxies will not be used for a greater number of persons than the number so named. Under New York law, the affirmative vote of the holders of a plurality of the votes cast at the Annual Meeting is required to elect a nominee as a Director. Set forth below are each nominee's name, current principal occupation (which has continued for at least five years unless otherwise indicated) and certain other biographical information.

Directors

Douglas S. Bell (age 52) has been a Director of the Company since 1988. Since November 1994 he has been Chairman of the Board of Directors and President and Chief Executive Officer of the Company. In November 2001, he was appointed the Company Treasurer. Mr. Bell has held various positions and served as a Director of the Company's wholly owned subsidiary, Control Chief Corporation. Mr. Bell is a graduate of Clarion University of Pennsylvania and is the son-in-law of Mr. C. Lawrence Shields, a Director of the Company.

David I. Cohen (age 50) has been a Director of the Company since May 2001. He has been a Director/Partner in the law firm of Cohen & Grigsby, P.C. since 1999. Prior to joining Cohen & Grigsby, P.C., from 1995 to 1999, Mr. Cohen was a partner at Titus & McConomy. Mr. Cohen graduated from West Virginia University with a BSBA degree in accounting and his JD from the University of Pittsburgh in 1976. Mr. Cohen is a member of the Pennsylvania and Florida Bar Associations.

Mark A. George (age 49) has been a Director of the Company since May 2001. Since 1998 he has been Vice President of Sales and Marketing for Cutco International, Inc., an Olean, NY based subsidiary of Alcas Corporation. He is also a Director of Cutco Korea and Cutco Australia, international branch operations. From 1995 to 1998 he was the Sales Director for International Sales for Cutco. Mr. George graduated from the University of Pittsburgh with a Bachelor's degree in political science with an Asian concentration.

Craig A. Hartburg (age 45) has been a Director of the Company since October 1999. Since 1995 he has been President of Servco Services, Inc., a Bradford, PA based Company. Mr. Hartburg is a graduate of the University of Pittsburgh with a BA degree in economics and political science.

C. Lawrence Shields (age 75) has been a Director of the Company since 1983. He was Chairman of the Board of Directors from 1986 to 1994. In 1971, Mr. Shields founded Control Chief Corporation and served as President and Director until May 1990. Mr. Shields is the father-in-law of Mr. Douglas S. Bell, Chairman and a Director of the Company.

The executive officers of the Company are set forth below. All executive officers are elected at the annual meeting or interim meetings of the Board of Directors. No arrangements or understanding exists between any executive officer and any other person pursuant to which he was elected as an executive officer.

Executive Officers

Douglas S. Bell (age 52) has been a Director of the Company since 1988; Chairman of the Board, President, Chief Executive Officer, and Treasurer of the Company; Director and executive officer with Control Chief Corporation.

David I. Cohen (age 50) has been a Director and Secretary of the Company since May 2001.

ITEM 10. EXECUTIVE COMPENSATION

Executive Compensation

Summary Compensation Table. The following table sets forth the compensation paid to the Chief Executive Officer and other executive officers whose total annual salary and bonus exceeded $100,000 for services rendered to the Company and its subsidiary (Control Chief Corporation) during the periods indicated.

         

Long-Term Compensation

  
   

Annual Compensation

Awards

Payouts

  
       

Other

Restricted

Securities

    
       

Annual

Stock

Underlying

LTIP

All Other

Name and

 

Salary

Bonus

Compensation

Awards

Options/

Payouts

Compensation

Principal Position

Year

($)

($)

($)

($)

SARs (#)

($)

($)(1, 2)
                 

Douglas S. Bell

2001

227,145

20,000

0

0

0

0

8,056

Chairman, CEO

2000

227,974

50,000

0

0

0

0

3,680

and Treasurer

1999

206,862

0

0

0

0

0

2,610
                 

Michael A. Zurat

2001

101,327

20,000

0

0

0

0

3,629

Executive Vice-

2000

100,408

10,000

0

0

0

0

2,250

President

1999

88,695

21,500

0

0

0

0

738

(deceased 1-27-02)

                

  1. Includes employer contributions made under the nondiscriminatory 401(k) feature of the Company's Profit Sharing Plan. For 2001 Mr. Bell - $5,279; Mr. Zurat - $3,000.
  2. Includes life insurance premiums paid by the Company on behalf of the employee. For 2001 Mr. Bell - $2,777; Mr. Zurat - $629.

 

Stock Options

2001 Option Grants. The following table shows information regarding grants of stock options in 2001 to the named executive officers.

 

Number of

      
 

Securities

Percent of Total

    
 

Underlying

Options/SARs

    
 

Options/SARs

Granted to

Exercise or

  
 

Granted

Employees in

Base Price

Expiration

Name

#

Fiscal Year

($/Share)

Date
         

Douglas S. Bell

None

N/A

N/A

N/A

Michael A. Zurat

None

N/A

N/A

N/A

 

Option Exercise Table. The following table shows information regarding the value of options exercised during 2001 and certain information about unexercised options at year-end.

     

Number of Securities

    
     

Underlying Unexercised

Value of Unexercised
 

Options Exercised

Options on

In-the-Money Options on
 

During 2001

December 31, 2001

December 31, 2001 ($)(1)
 

Shares

Value

        
 

Acquired On

Realized

        

Name

Exercise

($)(2)

Exercisable

Unexercisable

Exercisable

Unexercisable
             

Douglas S. Bell

0

0

1,250

0

0

0

Michael A. Zurat

0

0

0

0

0

0

  1. Value represents the difference between the exercise price and the market value of Common Stock of $2.35 on December 31, 2001. An option in "in-the-money" if the market price of Common Stock exceeds the exercise price.
  2. Value represents fair market value at exercise minus the exercise price.

Employment Agreement

Mr. Douglas S. Bell and the Company entered into a ten-year employment agreement, pursuant to which Mr. Bell serves as Chief Executive Officer and President of the Company. Mr. Bell currently receives an annual base salary of $225,000. In addition, Mr. Bell may receive performance-based annual increases and/or bonuses. Mr. Bell is also entitled to employee benefits generally made available to other officers of the Company. The term of the employment agreement commenced as of June 1, 1999 and continues through May 31, 2009, unless it is terminated early as defined in the agreement due to the death or disability of Mr. Bell, by the Company for "cause", or the sale of all or substantially all of the assets of the Company. In the event of such termination, the Company has no further liability to Mr. Bell, other than for earned but unpaid compensation.

 

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT

The following table provides information regarding beneficial ownership of the Company's Common Stock as of February 28, 2002 by each director and nominee, the Company's Chief Executive Officer, and all executive officers and directors as a group. No other current executive officer received aggregate remuneration in excess of $100,000 during 2001. All persons listed below have sole voting and investment power with respect to their common stock unless otherwise indicated.

Securities Owned By Management

     

Total

  
 

Shares of

Common

Beneficial

  
 

Common

Stock

Ownership of

Percentage of
 

Stock

Options

Common Stock

Common Stock

Beneficial Owner

Owned

Owned

Outstanding

Outstanding
         

Douglas S. Bell (1) (2) (3)

427,050

1,250

428,300

43.40%

David I. Cohen (4)

-

375

375

0.04%

Mark A. George (4)

-

375

375

0.04%

Craig A. Hartburg (5)

156

750

906

0.09%

C. Lawrence Shields

625

-

625

0.06%
         

All Officers, Directors and

        

Nominees as a Group

        

(5 persons)

427,831

2,750

430,581

43.63%

  1. Includes 421,894 shares held with spouse as joint tenants with rights of survivorship.
  2. Includes 5,156 shares of common stock held by Mr. Bell as trustee for custodial account for his minor child.
  3. Includes 1,250 shares of common stock subject to acquisition upon exercise of outstanding options granted in 1997.
  4. Includes 375 shares of common stock subject to acquisition upon exercise of outstanding options granted in 2001.
  5. Includes 750 shares of common stock subject to acquisition upon exercise of outstanding options.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company leases from Mr. C. Lawrence Shields and Mrs. Dorothy V. Shields its 20,000 square foot office building and approximately 2.5 acres of land located at 200 Williams Street, Bradford, PA. Mr. C. Lawrence Shields is a Director of the Company. This lease agreement expires July 2002 and is renewable at the then fair rental value for a five-year period. During the year ended December 31, 2001, the Company paid $80,000 in rental fees and $17,835 in real estate taxes.

Cohen & Grigsby, P.C. performed legal services for the Company during the year ended December 31, 2001. This law firm is expected to continue to perform such services during the current year. David I. Cohen, a Director of the Company, is a partner in this law firm. The total payments made by the Company to such law firm for legal services was $34,489 for the year ended December 31, 2001.

Servco Services, Inc. performed cleaning services for the Company's office and manufacturing facility during the year ended December 31, 2001 and is expected to continue to perform such services during the current year. Craig A. Hartburg, a Director of the Company, is the President of Servco Services, Inc. The total payments made by the Company to Servco for cleaning services was $25,648 for the year ended December 31, 2001.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Control Chief Holdings, Inc.
 

(Registrant)
   

Date: April 29, 2002

By: /s/ Douglas S. Bell
 

Douglas S. Bell
 

Chairman of the Board,
 

Chief Executive Officer and President