-----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, H2lswsd2sGrjqcfNNBRT9bVWedP59E+5ifMfRdyADduGoWYZAjVNpfqyBzwr2bWb 1+dkA+ia8zxy77a0hAo02g== 0000950131-95-003259.txt : 19951120 0000950131-95-003259.hdr.sgml : 19951120 ACCESSION NUMBER: 0000950131-95-003259 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950901 FILED AS OF DATE: 19951115 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHELDAHL INC CENTRAL INDEX KEY: 0000089615 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 410758073 STATE OF INCORPORATION: MN FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 000-00045 FILM NUMBER: 95593814 BUSINESS ADDRESS: STREET 1: 1150 SHELDAHL RD CITY: NORTHFIELD STATE: MN ZIP: 55057 BUSINESS PHONE: 5076638000 FORMER COMPANY: FORMER CONFORMED NAME: SCHJELDAHL G T CO DATE OF NAME CHANGE: 19741017 10-K405/A 1 FORM 10-K405/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _________________________________ FORM 10-K/A AMENDMENT NO. 1 TO FORM 10-K _________________________________ (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) FOR THE FISCAL YEAR ENDED SEPTEMBER 1, 1995 COMMISSION FILE NUMBER: 0-45 _________________________________ SHELDAHL, INC. (Exact name of registrant as specified in its charter) MINNESOTA 41-0758073 -------------------- ---------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 1150 SHELDAHL ROAD NORTHFIELD, MN 55057 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (507) 663-8000 Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, PAR VALUE OF $.25 PER SHARE (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 Rule 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] The aggregate market value of shares held by non-affiliates was approximately $91,443,696 on October 9, 1995, when the last sales price of the Registrant's Common Stock, as reported in the Nasdaq National Market System, was $15.75. As of October 9, 1995, the Company had outstanding 6,833,926 shares of Common Stock. _________________________________ DOCUMENTS INCORPORATED BY REFERENCE None ITEM 11. Item 11 is hereby amended to read as follows: ITEM 11. EXECUTIVE COMPENSATION - -------------------------------- The following table shows, for the fiscal years ending September 1, 1995, September 2, 1994 and August 27, 1993, the cash compensation paid by the Company, as well as certain other compensation paid or accrued for those years, to James E. Donaghy, the Company's President and Chief Executive Officer, and to each of the four other most highly compensated executive officers of the Company in office at the end of fiscal year 1995, whose total cash compensation exceeded $100,000 during fiscal year 1995 (together with Mr. Donaghy, the "Named Executive Officers") in all capacities in which they served: SUMMARY COMPENSATION TABLE
Long Term Compensation - ------------------------------------------------------------------------------- Annual Compensation Awards - ------------------------------------------------------------------------------- Name and Securities All Other Principal Position Underlying Compen- - --------------------------- Year Salary Bonus Options sation(1) ---- -------- ------- ---------- --------- James E. Donaghy 1995 $256,203 - 7,719 $ 8,998 President and Chief 1994 247,722 - 10,548 10,718 Executive Officer 1993 231,014 - 0 8,680 Edward L. Lundstrom 1995 131,053 - 3,985 6,348 Executive Vice 1994 122,324 - 11,134 6,116 President 1993 106,538 - 10,654 4,433 Roger D. Quam 1995 124,577 - 3,762 6,071 Vice President- 1994 121,540 - 11,267 5,470 Composite Materials 1993 109,512 - 10,951 4,340 Gregory D. Closser 1995 113,278 - 3,428 5,630 Vice President- 1994 108,161 - 9,972 5,341 Flexible Interconnect 1993 96,325 - 9,633 4,009 John V. McManus 1995 121,378 - 3,671 5,172 Vice President- 1994 107,272 - 9,830 4,817 Finance 1993 94,557 - 9,456 3,935 - -------------------------
(1) These amounts represent Company basic and matching contributions to the Company's 401(k) plan on behalf of such employees. OPTION GRANTS IN LAST FISCAL YEAR The following table contains information concerning the grant of stock options under the Company's stock option plans to the Named Executive Officers during the last fiscal year:
INDIVIDUAL GRANTS - ----------------------------------------------------------------------------------------------- POTENTIAL REALIZABLE NUMBER VALUE AT ASSUMED OF % OF TOTAL ANNUAL RATES OF SECURITIES OPTIONS STOCK PRICE UNDER- GRANTED TO APPRECIATION LYING EMPLOYEES EXERCISE FOR OPTION TERM(1) OPTIONS IN FISCAL PRICE EXPIRATION NAME GRANTED YEAR PER SHARE DATE 5% 10% - ----------------------------------------------------------------------------------------------- James E. Donaghy 7,719 9.9% $16.50 08/24/05 $80,098 $202,985 Edward L. Lundstrom 3,985 5.1% 16.50 08/24/05 41,351 104,793 Roger D. Quam 3,762 4.8% 16.50 08/24/05 39,037 98,928 Gregory D. Closser 3,428 4.4% 16.50 08/24/05 35,572 90,145 John V. McManus 3,671 4.7% 16.50 08/24/05 38,093 96,535
____________________ (1) Gains are reported net of the option exercise price, but before taxes associated with exercise. These amounts represent certain assumed rates of appreciation only. Actual gains, if any, on stock option exercises are dependent on the future performance of the common stock, overall stock market conditions, as well as the optionholder's continued employment through the vesting period. The amounts reflected in this table may not necessarily be achieved. OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES The following table sets forth information with respect to the Named Executive Officers, concerning the exercise of options during the last fiscal year and unexercised options held as of the end of the fiscal year:
Number of Securities Underlying Unexercised Options at Value of Unexercised In-the-Money Year-End Options at Fiscal Year-End ________________________ ____________________________ Shares Acquired on Value Name Exercise Realized(1) Exercisable Unexercisable Exercisable (2) Unexercisable (2) - ---- -------- ----------- ----------- ------------- ----------- ------------- James E. Donaghy 27,090(3) $253,969 22,548 107,719 $202,110 $1,119,298 Edward L. Lundstrom 12,353 72,574 27,322 3,985 304,177 9,963 Roger D. Quam 12,959 89,093 27,906 3,762 311,329 9,405 Gregory D. Closser 9,962 75,960 24,391 3,428 272,084 8,570 John V. McManus 9,482 65,189 23,147 3,671 258,824 9,178
(1) Market value on the date of exercise of shares covered by options exercised, less option exercise price. (2) Based on a per share price of $19.00, which is the average of the bid and asked prices for the Company's Common Stock on September 1, 1995, the last day of the Company's fiscal year. Value is calculated on the difference between the option exercise price and $19.00 multiplied by the number of shares of common stock underlying the options, but before taxes associated with exercise. (3) The net number of shares acquired upon exercise of options taking into account shares transferred to the Company in payment of the option exercise price and taxes associated with such exercise was 8,556 shares. Director Compensation. Directors who are not employees of the Company (currently all directors except Mr. Donaghy) were paid during fiscal year 1995 an annual retainer of $12,000 and a fee of $800 for each day of meetings of the Board of Directors or any committee. Mr. Wilcox has elected to defer his director fees pursuant to the Company's Supplemental Executive Retirement Plan that allows the deferral of directors fees. Each non-employee member of the Board of Directors receives at the time of election or re-election to the Board by the shareholders an option to purchase 1,000 shares of the Company's Common Stock at a purchase price equal to the fair market value of the Company's Common Stock on the date of such election or re-election. Each director option is exercisable as to all or part of the shares subject to the option during a term of five years but will expire 30 days after a director's departure from the Board. Mr. Womack, who retired as an employee of the Company during fiscal year 1992, receives, in addition to the director fees noted above, a $10,000 annual retainer for serving as the Chairman of the Board. Mr. Womack also received health insurance benefits through the Company until he reached age 65, and the terms of certain options to purchase 94,911 shares granted to Mr. Womack as an employee under the 1987 Stock Option Plan (13,750 of which have since expired and 74,018 of which were subsequently exercised) were extended to their original expiration dates. Finally, the Company and Mr. Womack entered into a Consulting Agreement during fiscal year 1988 which provides that the Company will retain Mr. Womack as an independent consultant from the date immediately following his termination of employment until his 75th birthday, unless another date is agreed upon by the parties. Mr. Womack is to receive as annual compensation under the Consulting Agreement 50% of the average of his annual cash compensation for the five calendar years preceding termination of employment (but not less than $125,000), less an amount equal to an annual annuity that could be purchased with the principal in his retirement accounts at the date of retirement provided from all retirement contributions by the Company. The Consulting Agreement also restricts Mr. Womack from competitive employment and disclosure of trade secrets and confidential information. Mr. Miller received $12,863 during fiscal year 1995 representing fees relating to international consulting work performed on behalf of the Company. Mr. Roering received $2,193 during fiscal year 1995 representing fees relating to certain management consulting work performed on behalf of the Company. Mr. Magnuson received $5,000 during fiscal year 1995 for his services as Secretary of the Company. Lindquist & Vennum P.L.L.P., of which Mr. Magnuson is Of Counsel, was paid for legal services rendered to the Company during fiscal year 1995. It is anticipated that Lindquist & Vennum P.L.L.P. will continue to perform legal services for the Company. In fiscal year 1982, the Company established a retirement program for directors not covered by another retirement plan of the Company which provides for the payment of an annual benefit equal to the annual retainer paid to directors during the full fiscal year preceding retirement. The retirement benefit, which is payable to directors who have served five years or more, will commence at the later of the time of retirement or when the director becomes 65 years old and will be subject to proportionate reduction if the director has served the Company less than 15 years. The maximum number of years that the benefit is payable is ten years. Employment Agreements. The Company has entered into employment agreements with certain of its executive officers, including each of the Named Executive Officers. The employment agreements provide, among other things, for a lump sum cash severance payment to such individuals equal to approximately three times the individual's average annual compensation over the preceding five years plus certain fringe benefits under certain circumstances following a "change in control" of the Company. In general, a change in control would occur when there has been any change in the controlling persons reported in the Company's proxy statements, when 20% or more of the Company's outstanding voting stock is acquired by any person, or when current members of the Board of Directors or their successors elected or nominated by such members cease to be a majority of the Board of Directors. However, a "change in control" would not occur if any of these events is authorized, approved, or recommended by the Board of Directors. If a change in control had occurred at the end of fiscal year 1995, the following individuals would have received the approximate payment indicated pursuant to the employment agreements: Mr. Donaghy, $683,857; Mr. Lundstrom, $327,781; Mr. Quam, $332,992; Mr. Closser, $240,055; Mr. McManus, $280,407; all current executive officers as a group, $2,497,158. The employment agreement referred to above with Mr. Donaghy also requires the Company to pay Mr. Donaghy a salary of not less than $185,600 annually, certain portions of which may be deferred. In addition, if Mr. Donaghy's employment is terminated other than voluntarily by him or for cause by the Company and no change in control has occurred, Mr. Donaghy will receive as a severance payment an amount equal to one and one-half times his annual cash compensation for the preceding year. ITEM 12. Item 12 is hereby amended to read as follows: ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT - ------------------------------------------------------------------------ The following table sets forth, as of October 1, 1995, the number of shares of the Company's Common Stock beneficially owned (i) by each director, (ii) by certain executive officers, (iii) by each person known by the Company to beneficially own more than 5% of the outstanding shares of Common Stock and (iv) by all officers and directors as a group. Unless otherwise indicated, each person has sole voting and dispositive power over such shares.
NUMBER OF SHARES PERCENTAGE OF BENEFICIALLY OUTSTANDING NAME OF BENEFICIAL OWNER OWNED SHARES - ------------------------ ----- ------------- Peter B. Cannell and Co., Inc.(2) 647,200 9.47% 919 Third Avenue New York, NY 10022 Sumitomo Bakelite Co., Ltd.(2) 414,400 6.07% Mita-Nitto-Osaka Bldg. 11-36, 3-Chome Mita Minato-Ku, Tokyo 108, Japan Regan Money Managers(2) 371,600 5.44% 7600 Parklawn Avenue, Suite 300 Edina, MN 55435 James E. Donaghy(3)(4)(5) 86,237 1.26% James S. Womack(3) 80,801 1.18% John G. Kassakian(3) 9,997 * Gerald E. Magnuson(3) 18,188 * William B. Miller(3) 9,000 * Kenneth J. Roering(3) 18,000 * Richard S. Wilcox(3)(6) 106,155 1.55% Beekman Winthrop(3) 273,800 4.01% Gregory D. Closser(3) 37,997 * Edward L. Lundstrom(3) 32,155 * John V. McManus(3) 52,037 * Roger D. Quam(3) 51,225 * All Officers and Directors as 820,715 11.66% a Group (15 persons)(3)(4)(6)
__________________________________________________________ * Less than one percent. (1) Assumes no exercise of the Underwriters' over-allotment option. (2) Based upon information contained in a Schedule 13G or Schedule 13D filed with the Securities and Exchange Commission. (3) Includes shares which may be purchased within 60 days of October 1, 1995 upon exercise of outstanding stock options in the amounts of 22,548 shares for Mr. Donaghy, 11,143 shares for Mr. Womack, 5,000 shares for each of Messrs. Kassakian, Magnuson, Roering and Wilcox, 4,000 shares for Mr. Miller, 3,000 shares for Mr. Winthrop, 24,391 shares for Mr. Closser, 27,322 shares for Mr. Lundstrom, 23,147 shares for Mr. McManus, 27,906 shares for Mr. Quam and 202,138 shares for all officers and directors as a group. (4) Includes shares held by the Company's Employee Savings Plan for the benefit of the person or group named herein. (5) Excludes options to acquire 107,719 shares of Common Stock, which options are not currently exercisable. (6) Includes 35,400 shares held by a trust for the benefit of Mr. Wilcox's daughter, for which he is trustee. Mr. Wilcox disclaims beneficial ownership of these 35,400 shares. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 10-K and has caused this Amendment No. 1 to Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on the 13th day of November, 1995. SHELDAHL, INC. By: /s/ James E. Donaghy ---------------------------------- James E. Donaghy, President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant on November 13, 1995 and in the capacities indicated. By * Chairman of the Board and Director ----------------------------- James S. Womack By /s/ James E. Donaghy President, Chief Executive Officer and ----------------------------- (principal executive officer) James E. Donaghy By /s/ John V. McManus Vice President Finance ----------------------------- (principal financial and accounting officer) John V. McManus By * Director ----------------------------- John G. Kassakian By * Director ----------------------------- Gerald E. Magnuson By * Director ----------------------------- William B. Miller By * Director ----------------------------- Kenneth J. Roering By * Director ----------------------------- Richard S. Wilcox By * Drector ----------------------------- Beekman Winthrop *By /s/ John V. McManus ----------------------------- John V. McManus Attorney-In-Fact -----END PRIVACY-ENHANCED MESSAGE-----