-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, PKbbIzB93TNgd7tI7Udkj8iJOcOSlrgyniBxYu314TGR5hNDp/0Lqk/7fBIIUpTH aMFJz5UQIdft8MHkUb+6UA== 0000932384-95-000052.txt : 199506300000932384-95-000052.hdr.sgml : 19950630 ACCESSION NUMBER: 0000932384-95-000052 CONFORMED SUBMISSION TYPE: 10-KT/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950629 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AIR METHODS CORP CENTRAL INDEX KEY: 0000816159 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522] IRS NUMBER: 840915893 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-KT/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-16079 FILM NUMBER: 95550980 BUSINESS ADDRESS: STREET 1: 7301 S PEORIA STREET 2: P O BOX 4114 CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 3037927400 MAIL ADDRESS: STREET 1: 7301 S PEORIA CITY: ENGLEWOOD STATE: CO ZIP: 80112 FORMER COMPANY: FORMER CONFORMED NAME: CELL TECHNOLOGY INC /DE/ DATE OF NAME CHANGE: 19911128 10-KT/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________ FORM 10-K/A-1 FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (MARK ONE) [ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended -------------------------------------- OR [X] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from July 1, 1994 to December 31, 1994 --------------- ------------------ COMMISSION FILE NUMBER 0-16079 ----------- AIR METHODS CORPORATION - ---------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 84-0915893 - ----------------------------------------- ------------------- (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 7301 SOUTH PEORIA, ENGLEWOOD, COLORADO 80112 - ----------------------------------------- ------------------- (Address of principal executive offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (303) 792-7400 -------------- SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Not Applicable SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, $.06 PAR VALUE PER SHARE (the "Common Stock") - ----------------------------------------------------------------- (Title of Class) NASDAQ STOCK MARKET - ----------------------------------------------------------------- (Name of each exchange on which registered) 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. [ ] The aggregate market value of the voting stock held by non-affiliates of the Registrant as of June 15, 1995 was approximately $15,106,680/1/. The number of outstanding shares of Common Stock as of June 15, 1995, was 8,075,023. DOCUMENTS INCORPORATED BY REFERENCE: None. - -------------------- /1/ Excludes 1,360,943 shares of Common Stock held by directors, officers, and shareholders whose ownership exceeds five percent of the shares outstanding at June 15, 1995. Exclusion of shares held by any person should not be construed to indicate that such person possesses the power, direct or indirect, to direct or cause the direction of the management of policies of the Registrant, or that such person is controlled by or under common control with the Registrant. ITEM 11. EXECUTIVE COMPENSATION The following table sets forth the cash compensation paid by the Company to the persons serving as Chief Executive Officer of the Company during 1994 and the other executive officers of the Company other than the Chief Executive Officer whose annual salary and bonus exceeded $100,000 during that period. In view of the Company's new December 31 fiscal year end and to facilitate comparability, the table reflects compensation received during the calendar years ended December 31, 1992, 1993 and 1994.
Long Term Compensation Awards Annual Compensation Other ------------------------- -------------------------- Annual Restricted Options/ All Other Name and Principal Position Year Salary($) Bonus($) Compensation($) Stock SARs(#) Compensation($) - --------------------------- ---- --------- -------- ------------------- ------------- ----------- ------------------- George W. Belsey 1994 96,250 -- 8,050 -- 250,000 -- Chairman and Chief 1993 -- -- -- -- -- -- Executive Officer 1992 -- -- -- -- -- -- Marius Burke, Jr. 1994 100,594 -- -- -- -- 2,236 Vice President 1993 73,491 -- -- 24,473 89,266 1,638 Director of Operations 1992 89,396 -- -- -- -- 1,970 Roy L. Morgan 1994 155,880 -- -- -- 200,000 3,441 Director and Co-Founder 1993 133,376 -- -- 48,122 251,666 3,095 1992 167,043 -- -- -- -- 3,973 Maurice L. Martin, Jr. 1994 131,909 -- -- -- -- 2,277 Vice-President 1993 113,153 -- -- 25,781 172,916 1,785 Air Medical Services 1992 124,526 -- -- -- -- 2,767 Michael G. Prieto 1994 116,545 -- -- -- 25,000 22,417 Vice-President 1993 -- -- -- -- -- -- Products Division 1992 -- -- -- -- -- -- W. Terrance Schreier 1994 66,116 -- -- -- -- 288,918 Prior Chairman and Chief 1993 139,997 -- -- 48,122 331,666 2,431 Executive Officer 1992 166,868 -- 38,750 -- -- 1,604 ____________________ Personal automobile or other transportation benefits provided to each of the named executive officers during the reporting periods do not exceed the disclosure thresholds established by the SEC and are thus not reported. Reflects shares of restricted Common Stock issued to the named executive officers under the Company's Restricted Stock Plan, except as otherwise noted, valued at the closing market price of such shares on the date they were issued. The Company issued a total of 102,907 shares of Common Stock under the Restricted Stock Plan, all of which vested or were forfeited on the one year anniversary of the January 9, 1993 grant date. No dividends were paid on these restricted shares. The restrictions on all shares issued under the Restricted Stock Plan have been lifted. Consists only of options to purchase the common stock of the Company. Consists of employer matching contributions for the named executive officers under the Company's 401(k) Plan, except as otherwise noted. Mr. Belsey was a nonemployee director of the Company until June 1, 1994 when he was elected Chief Executive Officer of the Company. Mr. Belsey's annual salary as Chief Executive Officer is $165,000. Stock compensation to Mr. Belsey as a nonemployee director of the Company pursuant to the Company's Nonemployee Director Equity Compensation Plan. Includes 16,666 options which are deemed to have been regranted by virtue of the Stock Option Committee's action on July 29, 1993 to reprice these, and other out-of-the-money options previously issued to employees and officers of the Company under the Employee Option Plan, to $5.50 per share, the fair market value of the Company's Common Stock on July 29, 1993. Includes severance payments, pursuant to contractual obligations of the Company, upon the resignation of Mr. Schreier ($287,500) in 1994. See footnote 10 and accompanying figures. 1 Reflects compensation consisting of salary restoration payments for salary compensation foregone in earlier years and bonus payments by Cell Technology, Inc. for the completion of the merger with Air Methods - Colorado. Reflects various relocation expenses borne by the Company in connection with the commencement of Mr. Prieto's employment with the Company. Includes 8,333 options repriced in 1993 as discussed at footnote 7. Issued upon the cancellation of 240,000 options issued in 1993.
STOCK OPTIONS The following tables present for calendar year 1994 certain information regarding stock options granted to or held by the named executive officers.
OPTION/SAR GRANTS IN LAST YEAR ---------------------------------- Individual Grants -------------------------- Potential Realized Value at % of Total Assumed Annual Rates of Options/SARs Stock Price Appreciation for Granted to Exercise or Market Price Option Term Options/SARs Employees in Base Price on Grant Expiration ----------------------------- Name Granted (#) 1994 ($/Sh) Date ($/Sh) Date 5% ($) 10% ($) - -------------------- ------------ ------------ ----------- ------------ ---------- ------------- ------------ George W. Belsey 250,000 50.1% 3.00 3.00 6/1/99 207,211 457,883 Roy L. Morgan 200,000 40.1 1.75 1.75 12/31/99 96,699 167,094 Michael G. Prieto 25,000 5.0 11.375 11.375 1/4/99 78,568 135,763 ____________________ Calculated based upon the closing market price of the Common Stock on the Option grant date. Exercisable as to 1/5 of the option shares on the 6/1/94 grant date, and an additional 1/5 on each subsequent anniversary of the grant date until fully vested. Exercisable in full as of the 12/31/94 grant date. Exercisable as to 1/3 of the option shares on each anniversary of the 1/4/94 grant date.
AGGREGATED OPTION/SAR EXERCISES IN LAST YEAR AND YEAR END OPTIONS/SAR VALUES ---------------------------------------------------------------------------- Value of Unexercised In- Number of Unexercised the-Money Options/SARs at Shares Acquired Options/SARs at Year End (#) Year End ($) Exercisable/ Name on Exercise (#) Value Realized ($) Exercisable/Unexercisable Unexercisable - ------------------------ --------------- ------------------ ----------------------------- -------------------------- George Belsey 2,222 7,499 52,222/202,222 -0-/-0- Marius Burke, Jr. -- -- 83,310/ 23,955 -0-/-0- Roy L. Morgan -- -- 200,000/-0- -0-/-0- Maurice L. Martin, Jr. -- -- 118,749/ 54,167 -0-/-0- Michael G. Prieto -- -- -0-/ 25,000 -0-/-0- W. Terrance Schreier 15,453 74,138 -0-/-0- -0-/-0- ____________________ Consists of options only. Reported option exercises include options for 2,645 shares exercised by Mr. Schreier's wife as to which options and shares Mr. Schreier disclaims beneficial ownership.
EMPLOYMENT AGREEMENTS In June 1994, the Company entered into an Employment Agreement with Mr. Belsey for an initial term of five years, subject to successive one-year extensions by written agreement of both parties. The Agreement 2 may be terminated by either party without cause upon 30 days' written notice and provides for a severance payment equal to one year's base salary in the event of termination by the Company without cause. For a period of one year following the termination of employment with the Company, Mr. Belsey may not engage in any business which competes with the Company anywhere in the United States. In November 1993, the Company entered into an Employment Agreement with Mr. Prieto for an initial term of one year to be effective December 1, 1993 and renewable each December 1. The Agreement may be terminated by either party without cause upon 90 days written notice and is terminable by the Company with no notice for cause. Mr. Prieto would continue to receive compensation and benefits for the duration of his then-current term of employment in the event of disability; otherwise, there is no provision for severance beyond the initial one-year term. In November 1991, the Company entered into individual Employment Agreements with Messrs. Martin and Burke for initial terms of two years. Because the Agreements are subject to a continuous renewal clause, the remaining term on any date for the Agreements is two years. The Agreements may be terminated by either party without cause upon 90 days' written notice and provide for a severance payment equal to two years' base salary in the event of termination by the Company without cause. For a period of two years following the termination of employment with the Company, neither Mr. Martin nor Mr. Burke may engage in any business which competes with the Company anywhere in the United States. The Employment Agreement between the Company and Mr. Schreier terminated on May 12, 1994 upon the resignation of Mr. Schreier from his position at the Company. DIRECTOR COMPENSATION It is the Company's policy to pay its nonemployee directors an annual retainer of $8,000, plus $800 per Board meeting attended, $500 per teleconference Board meeting and $500 per Board committee meeting attended ($750, if Chairman of the committee). Effective July 1, 1993, each nonemployee director may elect to receive shares of Common Stock in lieu of cash payments pursuant to the Company's Equity Compensation Plan for Nonemployee Directors, discussed below. The Company also reimburses its nonemployee directors for their reasonable expenses incurred in attending Board and committee meetings. Messrs. Joseph Bernstein, Ralph Bernstein and Morad Tahbaz have voluntarily waived all director fees to date and have received no compensation for their services as directors apart from customary reimbursement of out-of-pocket expenses. Nonemployee Director Stock Option Plan. The Company has adopted -------------------------------------- compensation and incentive benefit plans to enhance its ability to continue to attract, retain and motivate qualified persons to serve as nonemployee directors of the Company. The Nonemployee Director Stock Option Plan ("Director Option Plan") provides for the issuance of up to 300,000 shares of the Company's Common Stock, under options which are exercisable in full upon issuance and do not terminate prematurely after an option recipient ceases to be a director of the Company. Pursuant to the Director Option Plan, on the last day of each fiscal year each nonemployee director in office on such date who has served on the Board for the entire preceding fiscal year will receive a five- year option to purchase 5,000 shares of Common Stock, exercisable at the then-current fair market value of the Company's Common Stock. Equity Compensation Plan for Nonemployee Directors. In -------------------------------------------------- February and March 1993, respectively, the Company's Board of Directors and stockholders approved the Air Methods Corporation Equity Compensation Plan for Nonemployee Directors (the "Director Equity Plan"). The Director Equity Plan authorizes the issuance of up to 150,000 shares of Common Stock to nonemployee directors of the Company. The Director Equity Plan enables the Company to conserve cash with respect to nonemployee directors who have elected to participate. 3 The Director Equity Plan is administered by the Board of Directors, and provides that each nonemployee director may elect to receive his annual retainer for a particular fiscal year of the Company in Common Stock rather than cash. The number of shares of Common Stock issued to a Nonemployee Director making such election is equal to the then-current annual director retainer paid by the Company (currently $8,000) divided by 95% of the fair market value of the Company's Common Stock on the first day of the fiscal year. The Common Stock will be forfeited and returned to the Company, however, if the Nonemployee Director does not remain a director of the Company through the end of the fiscal year or fails to attend at least 75% of all Board meetings and applicable Board committee meetings held during such year. Common Stock issued under the Director Equity Plan in lieu of the annual retainer is not transferable until after the forfeiture provisions lapse, other than by will or the laws of descent and distribution in the event of the director's death or pursuant to a qualified domestic relations order as defined by the Code, Title I of ERISA or the rules thereunder. In addition, Nonemployee Directors also may elect to receive their meeting fees in Common Stock rather than cash. The number of shares issued to a Nonemployee Director making such an election is equal to the then-current meeting fee -- currently $800 per Board meeting attended, $500 per teleconference Board meeting and $500 per Board committee meeting attended ($750 if Chairman of the committee) - -- divided by 95% of the fair market value of the Company's Common Stock on the date of the meeting in question. Common Stock issued in lieu of meeting fees is not forfeitable. Board members who are also officers do not receive any separate compensation or fees for attending Board or committee meetings, although they may receive option grants under the Company's Employee Stock Option Plan. On November 30, 1994 the Company entered into a Consulting and Non-Competition Agreement with Roy L. Morgan ("Agreement"). The Employment Agreement between the Company and Mr. Morgan previously in effect terminated on December 31, 1994, at which time his resignation as President of the Company became effective. Mr. Morgan continues as a director of the Company. Under the terms of the Agreement, Mr. Morgan will remain a consultant to the Company through July 1, 1999, and is subject to a global non-competition restriction for the term of the Agreement. In consideration of Mr. Morgan's consulting services and non-compete agreement, Mr. Morgan received $7,500 on January 1, 1995, and will receive a semi-annual payment of $37,263 commencing July 1, 1995 for the term of the Agreement. In addition, and in connection with the cancellation of his previously issued employee options, Mr. Morgan was granted replacement options for 200,000 shares exercisable at $1.75 per share, the fair market value of the Common Stock on the option grant date. During fiscal year 1994, the Company paid approximately $27,000 to Donald R. Segner in consideration of aviation consulting services provided by Mr. Segner to the Company during the fiscal year, independent of his service to the Company as a director. Mr. Segner initially provided these consulting services on retainer, pursuant to a Consulting Agreement entered into with the Company in October 1993. Effective October 1994, and in connection with the Company's recent restructuring, Mr. Segner and the Company have terminated the Consulting Agreement. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION The Compensation Committee of the Board of Directors of the Company during early calendar year 1994 consisted of Messrs. Miller (Chairman), Gray, Schreier (then Chief Executive Officer of the Company) and Belsey. Following Mr. Schreier's resignation from the Company and Mr. Belsey's appointment as Chief Executive Officer, the membership of the Compensation Committee was revised so that it now consists of Messrs. Miller (Chairman), Gray and J. Bernstein In December 1993, Americas Partners, a New York general partnership composed of Joseph Bernstein, Ralph Bernstein and Morad Tahbaz, each currently a director of the Company, co-guaranteed a $2,500,000 short-term credit extended to the Company by Swiss Bank Corporation, New York branch. In consideration of 4 this co-guaranty, the Company granted Americas Partners warrants to purchase 50,000 shares of Common Stock at an exercise price of $10.625 per share (later reduced to $6.00 per share), exercisable for a term of five years from the warrant issuance date. The warrant was reissued in May 1995 to reduce the exercise price to $3.00 per share in consideration of the events discussed below. In February 1994, Americas Partners agreed to make a bridge loan of $250,000 to Air Medica Movil, S.A. de C.V. ("AMM"), an air medical transportation joint venture in Mexico City, Mexico to which the Company is a party. The loan was convertible at any time into ten percent of the post-conversion outstanding shares of AMM and was non- recourse as to the Company. Americas Partners had an option to provide or arrange for the balance of up to $2,000,000 of third party financing for the venture on terms satisfactory to the venture and to the partnership. In consideration of this loan, the Company granted Americas Partners five-year warrants to purchase 150,000 shares of Common Stock at an exercise price of $6.00 per share. In May, 1995, the warrant was reissued to reduce the exercise price to $3.00 per share in consideration of the assignment by Americas Partners of the note and all other rights relating to AMM to the Company. Ralph Bernstein and Morad Tahbaz were elected directors of the Company in connection with the establishment of a Finance Committee and a Marketing and New Business Committee of the Company's Board of Directors, and the approval of the original financing commitment for AMM. Mr. Tahbaz has also been designated to serve as director of AMM. 5 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to its Transition Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. AIR METHODS CORPORATION Date: June 29, 1995 By: /s/ George W. Belsey -------------------------------- George W. Belsey Chairman of the Board Chief Executive Officer IV-1 EX-23 2 EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS ------------------------------- The Board of Directors Air Methods Corporation: We consent to incorporation by reference in the registration statements on Form S-8 (No. 33-24980, No. 33-46691, No. 33-55750, No. 33-65370 and No. 33-75742) and Form S-3 (No. 33-59690 and No. 33-75744) of Air Methods Corporation of our report dated June 8, 1995 relating to the consolidated balance sheets of Air Methods Corporation and subsidiary as of December 31 and June 30, 1994, and the related consolidated statements of operations, stockholders' equity, and cash flows for the six months ended December 31, 1994 and each of the years in the three-year period ended June 30, 1994, which report appears in the December 31, 1994 annual report on Form 10-K of Air Methods Corporation. KPMG PEAT MARWICK LLP KPMG PEAT MARWICK LLP Denver, Colorado June 26, 1995 -----END PRIVACY-ENHANCED MESSAGE-----