-----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, GQVVutm5VlJuF4/jJ+4okImLiuoCVFVFTzzdGecUNqCaxPL4bnDBumuaubwRYwhA +b8RC1K7P5lEylhLap13WA== 0000950129-98-001460.txt : 19980403 0000950129-98-001460.hdr.sgml : 19980403 ACCESSION NUMBER: 0000950129-98-001460 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980402 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ITEQ INC CENTRAL INDEX KEY: 0000868755 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFYING EQUIP [3564] IRS NUMBER: 411667001 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-27986 FILM NUMBER: 98586556 BUSINESS ADDRESS: STREET 1: 2727 ALLEN PKWY STE 760 CITY: HOUSTON STATE: TX ZIP: 77019 BUSINESS PHONE: 7132852700 MAIL ADDRESS: STREET 1: 2727 ALLEN PKWY SUITE 760 CITY: HOUSTON STATE: TX ZIP: 77019 FORMER COMPANY: FORMER CONFORMED NAME: AIR CURE TECHNOLOGIES INC /DE DATE OF NAME CHANGE: 19951024 FORMER COMPANY: FORMER CONFORMED NAME: AIR CURE ENVIRONMENTAL INC DATE OF NAME CHANGE: 19930328 10-K/A 1 ITEQ, INC. - 12/31/97 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- FORM 10-K/A-1 ------------- [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 [NO FEE REQUIRED] Commission File Number: 0-27986 ITEQ, INC. (exact name of registrant as specified in its charter) DELAWARE 41-1667001 (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 2727 ALLEN PARKWAY, SUITE 760 HOUSTON, TEXAS 77019 (Address of principal executive offices, including zip code) (713) 285-2700 (Registrant's telephone number, including area code) -------------------- 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, $.001 PAR VALUE NASDAQ NATIONAL MARKET SYSTEM Indicate by check mark whether the registrant (i) 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 (ii) 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 Common Stock held by non-affiliates of the registrant as of March 18, 1998 was $288,434,136. As of March 18, 1998, there were 27,044,442 shares of Common Stock, $.001 par value, outstanding. Documents incorporated by reference. Certain portions of the registrant's definitive proxy statement for the 1998 Annual Meeting of Stockholders are incorporated in Part III by reference. ================================================================================ 2 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 hereunto duly authorized. ITEQ, INC. By: /s/ MARK E. JOHNSON -------------------------------- Mark E. Johnson, Chairman of the Board and Chief Executive Officer Date: April 2, 1998 3 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------- ----------- 3.1 -- Amended and Restated Certificate of Incorporation of the Registrant. (Filed as Appendix E to the Joint Proxy Statement/Prospectus of the Registrant and Astrotech on October 3, 1997 and incorporated herein by reference). 3.2 -- Amended and Restated Bylaws of the Registrant. (Filed as an exhibit to Form 10-Q for the quarter ended September 30, 1997 and incorporated herein by reference). 4.1 -- See Exhibits 3.1 and 3.2 for provisions of the Certificate of Incorporation and Bylaws of the Registrant defining the rights of holders of Common Stock. 4.2 -- Revolving Credit Agreement dated as of October 28, 1997 by and among the Registrant, the Guarantors and various lending institutions including Deutsche Bank AG as Documentation Agent and BankBoston, N.A. as Agent. (Filed as an exhibit to Form 10-Q for the quarter ended September 30, 1997 and incorporated herein by reference). 4.3 -- Warrant Agreement, dated November 18, 1996, between the Registrant and International Mezzanine Capital, B.V. ("Mezzanine"). (Filed as an exhibit to Form 8-K dated December 5, 1996 and incorporated herein by reference). 4.4 -- Warrant Agreement dated November 18, 1996, between the Registrant and First Commerce Corporation ("First Commerce"). (Filed as an exhibit to Form 8-K dated December 5, 1996 and incorporated herein by reference). 4.5 -- Registration Rights Agreement dated November 18, 1996, among the Registrant, Mezzanine, and First Commerce. (Filed as an exhibit to Form 8-K dated December 5, 1996 and incorporated herein by reference). 4.6 -- Warrant Agreement, dated April 24, 1996, between the Registrant and Sanders Morris Mundy, Inc. (Filed as an exhibit to Form 10-Q for the quarter ended September 30, 1996 and incorporated herein by reference). 4.7 -- Warrant Agreement, dated December 1992, between Registrant and Pennsylvania Merchant Group, Ltd. (Filed as an exhibit to Form 10-K for fiscal year ending March 31, 1993 and incorporated herein by reference). 10.1 -- Plan and Agreement of Merger dated as of June 30, 1997, by and between the Registrant and Astrotech International Corporation ("Astrotech"). (Filed as Appendix A to the Joint Proxy Statement/Prospectus of the Registrant and Astrotech on October 3, 1997 and incorporated herein by reference). 10.2 -- Stock Purchase Agreement dated as of April 30, 1997, by and between Jared A. Trussler, Ray E. Crosno and Leslie D. Scott ("Sellers") and Astrotech (predecessor-in-interest to the Registrant). (Filed as an exhibit to Form 8-K of Astrotech dated as of May 14, 1997 and incorporated herein by reference). 10.3 -- Stock Purchase Agreement, dated April 24, 1997, among the owners of Exell Inc. ("Exell") and the Registrant. (Filed as an exhibit to Amendment No. 2 to the Registrant's Registration Statement on Form S-2 (No. 333-23245) and incorporated herein by reference). 10.4 -- First and Second Amendment to Exell Stock Purchase Agreement among the owners of Exell and the Registrant. (Filed as an exhibit to Form 10-Q for the quarter ending June 30, 1997 and incorporated herein by reference). 10.5 -- Amendment No. 2, as of February 28, 1997, to the Stock Purchase Agreement dated February 7, 1994, by and among Astrotech (predecessor-in-interest to the Registrant), Brown-Minneapolis Tank & Fabricating Company ("BMT") and Irwin Jacobs. (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 1997 of Astrotech and incorporated herein by reference).
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EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.6 -- Purchase and Sale Agreement, dated as of the Effective Date (as defined therein), between Babel, Miller & Blackwell Partnership (the "Partnership") and the Registrant. (Filed as an exhibit to Form 8-K dated August 28, 1997 and incorporated herein by reference). 10.7 -- First Amendment to Purchase and Sale Agreement, effective August 13, 1997, among the Partnership, Beaumont Franklin Street Properties, L.L.C. ("BFSP"), Neches Street Properties, L.L.C. ("NSP") and the Registrant. (Filed as an exhibit to Form 8-K dated August 28, 1997 and incorporated herein by reference). 10.8 -- Agreement and Plan of Merger dated September 19, 1996, among the Registrant, Air-Cure Acquisition, Inc. and Ohmstede, Inc. (Filed as an exhibit to Form 10-Q for the quarter ended September 30, 1996 and incorporated herein by reference). 10.9 -- Stock Purchase Agreement dated March 7, 1996, by and among Astrotech (predecessor-in-interest to the Registrant), Timothy J. McDavid, Graver Holding Company and Graver Tank & Mfg. Co. (Filed as an exhibit to Astrotech's Form 8-K dated April 10, 1996 and incorporated herein by reference). 10.10 -- Agreement and Plan of Merger dated October 13, 1995, among the Registrant, Air-Cure Acquisition Corporation, Allied Industries, Inc., Mark E. Johnson and Pierre S. Melcher. (Filed as an exhibit to Post-Effective Amendment No. 1 to Form S-4 Registration Statement (No. 33-92308) and incorporated herein by reference). 10.11 -- Employment Agreement dated September 30, 1997 for Mark E. Johnson. (Filed as an exhibit to Form 10-Q for the quarter ended September 30, 1997 and incorporated herein by reference). 10.12 -- Employment Agreement dated May 15, 1997, between the Registrant and John Camardella. (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 1997 and incorporated herein by reference). 10.13 -- Employment Agreement dated March 1, 1996, between the Registrant and Lawrance W. McAfee. (Filed as an exhibit to Form 10-Q for the quarter ended September 30, 1996 and incorporated herein by reference). 10.14 -- Employment Agreement dated March 1, 1995, between the Registrant and John P. Fitzpatrick. (Filed as an exhibit to Form 10-K for the year ended December 31, 1994 and incorporated herein by reference). 10.15 -- Employees Stock Purchase Plan, as amended, dated December 15, 1994. (Filed as an exhibit to Form 10-K for year ended December 31, 1994 and incorporated herein by reference). 10.16 -- Director Stock Option Plan, as amended. (Plan filed as an exhibit to Proxy Statement for Annual Meeting of Stockholders held on June 29, 1995, and amendment filed as an exhibit to Form 10-Q for the quarter ended June 30, 1996 both of which are incorporated herein by reference). 10.17 -- Amended and Restated ITEQ 1990 Stock Option Plan. (Filed as Appendix D to Joint Proxy Statement/Prospectus of the Registrant and Astrotech on October 3, 1997 and incorporated herein by reference). 10.18 -- 1984 Stock Option Plan. (Filed as an exhibit to Astrotech's Registration Statement on Form S-8 (No. 33-3360) and incorporated herein by reference). 10.19 -- 1989 Stock Incentive Plan. (Filed as an exhibit to Astrotech's Registration Statement on Form S-8 (No. 33-2975) and incorporated herein by reference). 10.20 -- The 1994 Stock Option Plan for the Employees of BMT. (Filed as an exhibit to Astrotech's Registration Statement on Form S-8 (No. 33-85106) and incorporated herein by reference).
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EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.21 -- 1995 Non-Employee Directors' Stock Option Plan. (Filed as an exhibit to Astrotech's Proxy Statement of Astrotech for the Annual Meeting of Shareholders filed on or about April 10, 1995 and incorporated herein by reference). 10.22 -- Lease, dated August 13, 1997 among Beaumont Franklin Street Properties, L.L.C., Neches Street Properties, L.L.C. and Exell. (Filed as an exhibit to Form 8-K dated August 28, 1997 and incorporated herein by reference). 10.23 -- Lease Agreement dated May 25, 1994, between Halligan and Labbe Enterprises, L.L.C. and Amerex Industries, Inc. (Filed as an exhibit to Form 10-K for the year ended December 31, 1994 and incorporated herein by reference). 10.24 -- License and Technical Assistance Agreement dated August 28, 1991, between Interel Environmental Technologies, Inc. and Heinrich Luhr Staubtechnik GmbH & Co. (Filed as an exhibit to Form S-1 (No. 33-44205) and incorporated herein by reference). *21.1 -- List of Subsidiaries of the Registrant. 23.1 -- Consent of Arthur Andersen LLP. 23.2 -- Consent of Coopers & Lybrand, L.L.P. 27 -- Financial Data Schedule.
- --------------- * Filed herewith. EX-21.1 2 SUBSIDIARIES OF THE COMPANY 1 EXHIBIT 21.1 ITEQ, INC. LIST OF SUBSIDIARIES Company Name Incorporated ======================================================================== Air-Cure (Canada) Technologies, Ltd. Canada Air-Cure Dynamics, Inc. Delaware Air-Cure Environmental GmbH Germany Air-Cure (Singapore) Pte. Ltd. Singapore AIX Health Products, Inc. Pennsylvania Allied Industries, Inc. Texas Amerex Industries, Inc. Delaware Astrotech Investments, Inc. Delaware Brown-Minneapolis Tank & Fabricating Co. Minnesota Exell, Inc. Texas Graver Holding Company Delaware Graver Tank & Mfg. Co., Inc. Delaware Graver Power, Inc. Delaware Graver Tank International Corp. Delaware Graver Tank & Vessel, Inc. Delaware HMT Inc. Texas AIX Export, Inc. Barbados AIX Intellectual Properties, Inc. Delaware Australasian HMT Pty. Ltd. Australia HMT Canada, Inc. Canada HMT Construction Services, Inc. Delaware HMT Rubbaglas, Ltd. England HMT Sentry Systems, Inc. Delaware HMT Singapore Pte. Ltd. Singapore HMT Tank Service, Inc. Texas HMT Tank Systems B.V. Netherlands Interel Environmental Technologies, Inc. Delaware ITEQ Aviation, Inc. Delaware Ohmstede, Inc. Texas Texoma Tank Company, Inc. Texas Trusco Tank Inc. California -----END PRIVACY-ENHANCED MESSAGE-----