-----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, HufWLSrzFOAfyh9EPOobQGk//UP4hRx0ONSwtU4cTVpdFGZqmKYwEp1iaQeD6iKj y76nHJB79b5hheZg2mXl1g== 0000895345-98-000375.txt : 19980629 0000895345-98-000375.hdr.sgml : 19980629 ACCESSION NUMBER: 0000895345-98-000375 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980626 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALDILA INC CENTRAL INDEX KEY: 0000902272 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 133651060 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-21872 FILM NUMBER: 98655022 BUSINESS ADDRESS: STREET 1: 15822 BERNARDO CNTR DR CITY: SAN DIEGO STATE: CA ZIP: 92127 BUSINESS PHONE: 6195920404 MAIL ADDRESS: STREET 2: 15822 BERNARDO CENTER DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92127 10-K/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark one) [X] Annual Report Pursuant to Section 13 of 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 Exchange Act of 1934 Commission File Number 0-21872 ALDILA, INC. (Exact name of registrant as specified in its charter) DELAWARE 13-3645590 (State of other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 15822 BERNARDO CENTER DRIVE, SAN DIEGO, CALIFORNIA 92127 (Address of principal executive offices) (619) 592-0404 (Registrant's Telephone No.) Securities Registered Pursuant to Section 12(b) of the Act: Title of each class Names of each exchange on which registered None None ---- ---- Securities registered pursuant to section 12(g) of the Act: Common Stock, par value $0.01 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 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. [ ] As of March 16, 1998, the aggregate market value of the voting stock held by non-affiliates of the registrant, based on market quotations as of that date, was approximately $78.1 million. As of March 16, 1998, there were 15,443,871 shares of the Registrant's common stock, par value $0.01 per share, outstanding. Aldila, Inc. Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K for the fiscal year ended December 31, 1997 Table of Contents Page Explanatory Note 3 PART III Item 11. Executive Compensation 4 EXPLANATORY NOTE This Amendment No. 1 on Form 10-K/A of Aldila, Inc. (the "Company") amends and restates Item 11(b)-(d) of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997. FORM 10-K/A AMENDMENT NO. 1 TO FORM 10-K The undersigned Registrant hereby amends Part III Item 11(b)-(d) of its Annual Report on Form 10-K for the fiscal year ended December 31, 1997 to read in its entirety as follows: PART III ITEM 11. EXECUTIVE COMPENSATION Summary Compensation Table. The following table sets forth the compensation (cash and non-cash, plan and non-plan) paid to each of the Named Executive Officers for services rendered in all capacities to the Company during the three fiscal years ended December 31, 1997, 1996 and 1995.
SUMMARY COMPENSATION TABLE Long Term Annual Compensation Compensation ---------------------------------------- ----------------- Securities Other Annual Underlying Name and Principal Position Fiscal Year Base Salary Bonus Compensation Options - -------------------------------- ------------- -------------- -------------- --------------- ---------------- Gary T. Barbera 1997 $359,400 $ -- $ -- 250,000 Chairman of the Board and 1996 332,900 86,600 -- 60,000 Chief Executive Officer 1995 317,000 -- -- 40,000 Peter R. Mathewson 1997 200,800 -- -- 162,500 Vice President; President 1996 119,300 31,000 -- 40,000 and Chief Operating Officer, 1995 111,000 -- 51,803(FN2) 25,000 Aldila Golf Corp. Robert J. Cierzan 1997 159,000 -- -- 125,000 Vice President, Finance; 1996 137,400 35,700 -- 35,000 Secretary and Treasurer 1995 128,000 -- -- 18,000 Peter J. Piotrowski(FN1) 1997 129,300 -- -- 25,000 Vice President, 1996 119,200 31,000 -- 30,000 Manufacturing 1995 113,000 -- 67,460(FN2) 25,000 Michael J. Rossi 1997 115,300 -- -- 40,000 Vice President - Sales and -- -- -- -- -- Marketing, Aldila Golf Corp. -- -- -- -- -- - ----------------------- (1) In February 1998, Peter J. Piotrowski's employment in all capacities with the Company, including all subsidiaries thereof, was terminated. (2) Represents the excess of fair market value of securities purchased from the Company over the price paid for such securities.
The following table sets forth information concerning the grant of stock options during the fiscal year ended December 31, 1997 to each of the Named Executive Officers.
OPTION GRANTS IN THE FISCAL YEAR ENDED DECEMBER 31, 1997 Individual Grants --------------------------------------------------- Percent of Total Potential Realizable Options Value at Assumed Granted to Annual Rates of Employees Exercise or Stock Price Options in Fiscal Base Price Expiration Appreciation for Name Granted(FN1) Year 1997(FN2) (per share) Date(FN3) Option Term - ---------------------- ------------- --------------- ------------- -------------- ------------------------------ 5%(FN4) 10%(FN4) ---------------- ------------ Gary T. Barbera 250,000 26% $4.80 5/06/07 $754,670 $1,912,490 Robert J. Cierzan 125,000 13% 4.80 5/06/07 377,340 956,240 Peter R. Mathewson 100,000 10% 4.94 1/07/07 310,670 787,310 62,500 6% 4.80 5/06/07 188,670 478,120 Peter J. Piotrowski 25,000 3% 4.80 5/06/07(FN5) 75,470 191,250 Michael J. Rossi 40,000 4% 4.80 5/06/07 120,750 306,000 - --------------------- (1) These options were granted pursuant to the Company's 1994 Stock Incentive Plan, as amended and restated (the "1994 Stock Incentive Plan"). One-third of the total number of options granted are exercisable on the first anniversary of the option grant date and thereafter, an additional one-third of the total number of options granted are exercisable on each of the second and third anniversaries of the option grant. (2) In fiscal 1997, the Company granted a total of 962,500 options to its employees under the Company's 1994 Stock Incentive Plan. This number was used in calculating the percentages above. (3) The options granted under the Company's 1994 Stock Incentive Plan generally expire on the earliest of (a) the tenth anniversary of the date of grant, (b) if the Optionee's employment is terminated as a result of death, disability, retirement or within two years after a change in control, one year following termination of employment, (c) if the Optionee's employment is terminated for any other reason, 30 days following termination of employment or (d) the exercise in full of the option. (4) The assumed 5% and 10% annual rates of appreciation over the term of the options are set forth in accordance with rules and regulations adopted by the SEC and do not represent the Company's estimate of stock price appreciation. (5) Mr. Piotrowski's options have been terminated following termination of his employment in February 1998. These dates represent the original expiration dates of Mr. Piotrowski's options.
Aggregated Option Exercises. The following table sets forth information (on an aggregated basis) concerning each exercise of stock options during the fiscal year ended December 31, 1997 by each of the Named Executive Officers and the fiscal year-end value of unexercised options. The Company has no outstanding stock appreciation rights, either freestanding or in tandem with options.
AGGREGATE OPTION EXERCISES IN THE FISCAL YEAR ENDED DECEMBER 31, 1997 AND FISCAL YEAR-END OPTION VALUES Value of Unexercised Number of Securities Underlying "In-the-Money" Unexercised Options at Options at Fiscal Shares Fiscal Year-End Year-End(FN1) Acquired on ------------------------------ -------------------------------- Name Exercise Value Realized Exercisable Unexercisable Exercisable Unexercisable - ------------------------ -------------- ----------------- ------------- --------------- ------------- ----------------- Gary T. Barbera -- -- 83,817 303,333 -- -- Robert J. Cierzan -- -- 38,667 154,333 -- -- Peter R. Mathewson -- -- 45,000 197,500 -- -- Peter J. Piotrowski(FN2) -- -- 41,667 53,333 -- -- Michael J. Rossi -- -- 0 40,000 -- -- - ----------------------- (1) Options are "in-the-money" at the fiscal year-end if the fair market value of the underlying securities on such date exceeds the exercise price of the option. The closing price of the Company's Common Stock on December 31, 1997 did not exceed the exercise price of the above underlying securities and, accordingly, none of the options are "in-the-money." (2) Mr. Piotrowski's options have been terminated following termination of his employment in February 1998.
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 thereunto duly authorized. ALDILA, INC. By:/s/ Gary T. Barbera ---------------------------- Gary T. Barbera Chairman of the Board, Chief Executive Officer Date: June 25, 1998
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