-----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, L7R6WimE0WZhoxrWDZXtFgl18SFuY6HiMW0ejm9Wyc+oxxX6XBJhIW9X6NaR3jm5 0AHSQQm5PNS/v1Ov2WHM+g== 0000950114-00-000030.txt : 20000501 0000950114-00-000030.hdr.sgml : 20000501 ACCESSION NUMBER: 0000950114-00-000030 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EXX INC/NV/ CENTRAL INDEX KEY: 0000089261 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 880325271 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 001-05654 FILM NUMBER: 613263 BUSINESS ADDRESS: STREET 1: 1350 EAST FLAMINGO SUITE 689 CITY: LAS VEGAS STATE: NV ZIP: 89119 BUSINESS PHONE: 7025983223 MAIL ADDRESS: STREET 1: 1350 EAST FLAMINGO SUITE 689 CITY: LAS VEGAS STATE: NV ZIP: 89109 FORMER COMPANY: FORMER CONFORMED NAME: SFM CORP DATE OF NAME CHANGE: 19920703 10-K405/A 1 EXX INC. FORM 10-K405/A 1 ============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (AMENDMENT NO. 1 TO FORM 10-K) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 COMMISSION FILE NO. 1-5654 EXX INC (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) NEVADA 88-0325271 (STATE OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NO.) 1350 EAST FLAMINGO ROAD, SUITE 689 89119-5263 LAS VEGAS, NEVADA (ZIP CODE) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 702-598-3223 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NAME OF EXCHANGE ON WHICH REGISTERED: COMMON STOCK PAR VALUE $0.01 CLASS A AMERICAN STOCK EXCHANGE COMMON STOCK PAR VALUE $0.01 CLASS B AMERICAN STOCK EXCHANGE SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE 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, 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] AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF THE REGISTRANT AS OF MARCH 31, 2000: COMMON STOCK, PAR VALUE, $0.01, CLASS A, $6,845,203; COMMON STOCK, PAR VALUE $0.01, CLASS B, $620,750. NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S CLASSES OF COMMON STOCK, AS OF MARCH 31, 2000: COMMON STOCK, PAR VALUE, $0.01, CLASS A, 12,061,607 SHARES OUTSTANDING; COMMON STOCK, PAR VALUE, $0.01, CLASS B, 624,953 SHARES OUTSTANDING DOCUMENTS INCORPORATED BY REFERENCE AS PROVIDED HEREIN, PORTIONS OF THE DOCUMENTS BELOW ARE INCORPORATED BY REFERENCE: NOT APPLICABLE ============================================================================== 2 This Amendment to the registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 is being provided to provide the information required in Part III, Items 10, 11, 12 and 13. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT DIRECTORS AND EXECUTIVE OFFICERS The name, age, principal occupation, positions and directorships are set forth below. CLASS A DIRECTOR NORMAN H. PERLMUTTER, 59, has served as director since 1984. He has been a Certified Public Accountant in private practice since January 1, 1999. Prior to this date, Mr. Perlmutter was executive vice president, Keystone Recovery Service, a division of Savit Enterprises Inc., a commercial collection agency, for a period of five years. CLASS B DIRECTORS JERRY FISHMAN, 52, has served as a director since 1984. Mr. Fishman has served as president of Fishman Supply Co., Inc., a supplier of construction material and building maintenance supplies, for more than the last five years. Mr. Fishman has been the vice president of The Fishman Organization Inc., a sales and marketing group representing manufacturers in international sales of consumer products since 1999. FREDERIC REMINGTON, 70, has served as a director since 1984 and has served as chairman of the board and chief executive officer, and previously as vice president of Peerless Tube Co., a manufacturer of aerosol cans and collapsible metal tubes, for more than the last five years. DAVID A. SEGAL, 60, has been a director since 1984. Mr. Segal has been our chairman of the board and chief executive officer for more than the past five years and prior thereto was chairman of the board and chief executive officer of SFM Corp. Mr. Segal has also been president of Walsh Shoe Repair System, Inc., for more than five years. EXECUTIVE OFFICER DAVID A. SEGAL, the executive officer of the Company during 1999 was David A. Segal who was elected by our board of directors to serve as an officer until the next election of officers, as provided in our By-Laws. Biographical information regarding Mr. Segal is presented above. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities exchange Act of 1934, as amended, requires our directors, executive officers, and person who own more than ten percent of our outstanding stock to file reports of ownership and changes in ownership with the Securities and Exchange Commission. To our knowledge, based solely on our review of such reports furnished to us and written representations that no other reports were required all Section 16(a) filing requirements applicable to our directors, executive officers and greater-than-ten percent shareholder were complied with during the year ended December 31, 1999. 3 ITEM 11. EXECUTIVE COMPENSATION BOARD OF DIRECTORS AND COMMITTEES During 1999, our board of directors met four times, including regularly scheduled and annual meetings. During the year all of the directors attended all of the meetings held by the board of directors and all committees upon which they served. Our board has an audit committee and a stock option committee. Our AUDIT COMMITTEE is currently composed of Messrs. Fishman, Perlmutter and Remington. Its tasks include meeting with the auditors to review the scope, accuracy and results of the audit and making inquiries as to the adequacy of our accounting, financial and operating controls. Our audit committee held one meeting in 1999. Our STOCK OPTION COMMITTEE, which is composed of Messrs. Fishman and Remington, grants options under our 1994 Stock Option Plan and handles the general supervision of the plan. Our stock option committee did not hold meetings in 1999. COMPENSATION OF DIRECTORS Directors who also are our employees (Mr. Segal) receive no fees for their service as directors or for attendance at board and committee meetings. Non-employee directors receive $1,000 for each board meeting with a minimum of $4,000 per year. Audit and stock option committee members receive and additional $150 per committee meeting. EXECUTIVE EMPLOYMENT CONTRACT In 1994, we entered into a 10-year contract with Mr. Segal effective October 21, 1994 with an option to renew for an additional five years. Under the agreement, Mr. Segal's base compensation is $300,000 per year with annual increases based on a Consumer Price Index formula. In addition, there is a profit bonus under with Mr. Segal will receive 5% of our consolidated pre-tax earnings. 4 COMPENSATION OF OUR EXECUTIVE OFFICERS AND OTHER INFORMATION The following table provides summary information concerning salary and bonuses paid or accrued by us to or on behalf of our chief executive officer as of December 31, 1999 for the years ended December 31, 1997, 1998 and 1999 and the former president of our subsidiary, Henry Gordy International, Inc. for the year ended December 31, 1997. No other executive officer's aggregate salary and bonus exceeded $100,000 during 1999. SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION ------------------------------------------------- TOTAL SALARY & OTHER ANNUAL NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) BONUS($) COMPENSATION($) - --------------------------- ---- --------- -------- -------- ---------------- David A. Segal 1999 330,157 193,346 523,503 -- Chairman of the Board 1999 338,961 61,425 400,386 -- and Chief Executive Officer 1997 308,000 0 308,000 -- Michael Pahuta 1997 110,000 0 110,000 104,000 President of Henry Gordy International, Inc. ____________________ None of the named individuals received perquisites or other personal benefits in any amount large enough to require reporting in this column. Mr. Pahuta's employment with Henry Gordy International, Inc. terminated October 31, 1997. The above amount was attributed to a severance payment in connection with Mr. Pahuta's employment contract.
PENSION BENEFITS One of our subsidiaries has a non-contributory defined benefit pension plan for salaried employees, which was "frozen" by action of our board of directors in January 1988. Monthly benefits payable at age 65 are equal to 50% of final average earnings, less 75% of the primary Social Security benefit. "Final average earnings" is the average of the highest consecutive five of the last ten years ended December 31, 1987, and monthly benefits are reduced pro rata for each full year of service less than thirty. Benefits are paid on a straight-life annuity basis or in an optional form which is actuarially equivalent to a life annuity. The following table reflects estimated annual benefits payable at age 65 on a straight-life annuity basis at various compensation levels and years of service, before being reduced by up to 75% of the retiree's annual primary Social Security benefit. PENSION PLAN TABLE
YEARS OF CREDITED SERVICE ------------------------------------------------------- FINAL AVERAGE EARNINGS 10 20 30 - ---------------------- ------- ------- ------- $ 30,000 $ 5,000 $10,000 $15,000 50,000 8,333 16,667 25,000 70,000 11,667 23,333 35,000 90,000 15,000 30,000 45,000 110,000 18,333 36,667 55,000 130,000 21,667 43,333 65,000
Our executive officer, Mr. Segal, currently has 15 years of service credited under the plan. The estimated final average earnings for Mr. Segal prior to reduction of Social Security Benefits are $98,300. 5 In 1994, our board of directors adopted and the stockholders approved the EXX Inc 1994 Stock Option Plan which provided for the issuance of incentive stock options within the meaning of Section 422 of the Internal Revenue Code and for the issuance of non-qualified stock options (not intended to qualify under Section 422 of the Code). Pursuant to the plan, 5,000,000 shares of Class A stock have been reserved for issuance upon the exercise of options to our officers, directors, employees and consultants as either incentive and/or non-qualified options. The plan is administered by a stock option committee consisting of two members of our board of directors, each of whom is a disinterested person as defined in Rule 16b-3 of the Securities Exchange Act of 1934, as amended. The stock option committee has the authority to grant options, determine the recipients of said options, the exercise price which is not to be less than fair market value at date of grant, and to make all other determinations deemed necessary or advisable for its administration. The plan also provides that the maximum term of each option is ten years (except that with respect to options granted to persons holding more than 10% of the total combined voting power of all classes of our stock, the exercise price must be at least equal to 100% of the fair market value and the term cannot exceed five years). The plan also provides certain maximum limits of incentive options that may be granted to an employee within a calendar year. At December 31, 1999, options to purchase 5,000,000 shares of common stock were available for grant. Unless previously terminated, the plan shall terminate in 2004. 6 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF The following table sets forth information regarding the amount of each class of common stock beneficially owned, as of March 31, 2000, by each person who is a named executive officer, director or known by us to own beneficially more than 5% of either class of our common stock, and all of our directors and executive officers as a group:
PERCENT OF OUTSTANDING SHARES OF COMMON STOCK COMMON STOCK BENEFICIALLY OWNED BENEFICIALLY OWNED NAME AND ADDRESS OF BENEFICIAL OWNER CLASS A CLASS B CLASS A CLASS B - ------------------------------------ ------- ------- ------- ------- WILLIAM HENRY ALLEN -- 46,000 -- 7.4% P.O. Box 113 Washington, Illinois 61571 JERRY FISHMAN 1,900 100 1350 East Flamingo Rd., Suite 689 Las Vegas, Nevada 89119 NORMAN H. PERLMUTTER 3,800 200 1350 East Flamingo Rd., Suite 689 Las Vegas, Nevada 89119 FREDERIC REMINGTON 1,900 100 1350 East Flamingo Rd., Suite 689 Las Vegas, Nevada 89119 DAVID A. SEGAL 7,869,382 414,178 56.4% 57.1% 1350 East Flamingo Rd., Suite 689 Las Vegas, Nevada 89119 All executive officers and 7,876,982 414,578 56.4% 57.2% directors of the Company as a group (4 persons) _________________________ Less than 1/10 of 1% Based on Amendment Number 2 to Schedule 13D filed by Mr. Allen on June 16, 1999. Includes 2,650,500 Class A Shares and 139,500 Class B shares owned by Mr. Segal as trustee for his children; Mr. Segal disclaims any beneficial interest in the shares held by him as trustee. Includes options to purchase 1,900,000 Class A shares and 100,000 Class B shares.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS None. 7 SIGNATURE In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized as of the 27th day of April 2000. EXX INC (Registrant) By /s/ David A. Segal --------------------------------------- David A. Segal, President and Chief Executive Officer 8 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- 2.1 Agreement of Merger and Plan of Reorganization, EXX INC 2.2 Amendment to Agreement of Merger and Plan of Reorganization, EXX INC 3.1 Articles of Incorporation, EXX INC 10.1 Amendment dated March 27, 1999 to Employment Agreement with David A. Segal ________________________________ Incorporated by reference to Form S-4 Registration Statement dated July 25, 1994. Incorporated by reference to Form S-4 Amendment No. 1 dated August 16, 1994. Incorporated by reference to Form 10-K Report for the year ended December 31, 1997 filed March 31, 1999.
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