-----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, S7qv5Yg/eNg46hIxyYGh1uMtFg52KRljD2vKxcBbaaCNkcGFKTVCp7in9PuwDerv NZdqW8wbRSV6kF8/3A8R/Q== 0000950133-98-003641.txt : 19981102 0000950133-98-003641.hdr.sgml : 19981102 ACCESSION NUMBER: 0000950133-98-003641 CONFORMED SUBMISSION TYPE: 10KSB/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19981030 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: OBJECTIVE COMMUNICATIONS INC CENTRAL INDEX KEY: 0000944310 STANDARD INDUSTRIAL CLASSIFICATION: TELEGRAPH & OTHER MESSAGE COMMUNICATIONS [4822] IRS NUMBER: 541707962 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10KSB/A SEC ACT: SEC FILE NUMBER: 000-22235 FILM NUMBER: 98734653 BUSINESS ADDRESS: STREET 1: 50 INTERNATIONAL DRIVE CITY: PORTSMOUTH STATE: NH ZIP: 03801 BUSINESS PHONE: 6033346700 MAIL ADDRESS: STREET 1: 50 INTERNATIONAL DRIVE CITY: PORTSMOUTH STATE: NH ZIP: 03801 10KSB/A 1 FORM 10-KSB/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB/A [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 EXCHANGE ACT OF 1934 For the transition period from to --------------- --------------- Commission File Number 000-22235 --------------------- Objective Communications, Inc. ------------------------------ (Exact name of Registrant as specified in its charter)
Delaware 54-1707962 -------- ---------- (State or other jurisdiction of incorporation (I.R.S. Employer Identification No.) or organization) 50 International Drive, Portsmouth, New Hampshire 03801 - ------------------------------------------------- ----- (Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (603) 334-6700 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: Title of each class: - ------------------------------------------ --------------------------------- Common Stock par value $0.01 Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [ ] Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this Form, and no disclosure will be contained, to the best of issuer's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ] State issuer's revenues for its most recent fiscal year. (not applicable) The aggregate market value of the voting common equity held by non-affiliates as of March 15, 1998, was $92,068,119. 33 2 The number of shares of the issuer's Common Stock outstanding as of March 15, 1998, was 5,676,850 shares. Transitional Small Business Disclosure Format (check one): Yes No x --- --- 3 Objective Communications, Inc. (the "Company") is filing this amendment to the report on Form 10-KSB for the year ended December 31, 1997 solely to amend and restate in its entirety Item 10 to include information regarding compensation of the Company's directors. TABLE OF CONTENTS PART III ITEM 10. EXECUTIVE COMPENSATION EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE The following table lists the cash remuneration paid or accrued during 1997 to the President and Chief Executive Officer of the Company, and to each of the other most highly compensated executive officers for fiscal year 1997. The Company did not have any pension or long-term incentive plan and did not issue any restricted stock awards or stock awards to any of the executive officers named in this table during 1997. SUMMARY COMPENSATION TABLE
LONG TERM ANNUAL COMPENSATION COMPENSATION AWARDS -------------------- SECURITIES NAME AND PRINCIPAL POSITION YEAR(1) SALARY BONUS UNDERLYING OPTIONS --------------------------- ------- ------ ----- ------------------ Steven A. Rogers President and Chief Executive Officer . . . . . . . . . 1997 $120,000 $60,000 50,000 Roger A. Booker Vice President, Operations . . . . . . . . . . . . . . 1997 $85,000 $45,000 35,000 Robert H. Emery Vice President, Administration and Finance . . . . . . 1997 $90,000 $45,000 35,000 Frank M. Gore Vice President, Sales . . . . . . . . . . . . . . . . . 1997 $96,000 $50,000 20,000
- ----------- (1) Information with respect to fiscal years 1996 and 1995 is not shown because the Company was not a reporting company under the Securities Exchange Act during those years. STOCK OPTION GRANTS IN FISCAL YEAR 1997 The following table sets forth certain information about the stock options granted pursuant to the 1996 Stock Incentive Plan (the "1996 Plan") during fiscal year 1997 to the executive officers named in the Summary 4 Compensation Table. As of the date of this report on Form 10-KSB, the Company has not granted any stock appreciation rights. STOCK OPTION GRANTS IN FISCAL YEAR 1997
NUMBER OF SECURITIES PERCENTAGE OF TOTAL UNDERLYING OPTIONS OPTIONS GRANTED TO NAME GRANTED(1) EMPLOYEES IN 1997 EXERCISE PRICE ($/SH) EXPIRATION DATE ---- ---------- ----------------- --------------------- --------------- Steven A. Rogers . . . . . . . . . . 50,000 16.73% $6.625 April 10, 2002 Roger A. Booker . . . . . . . . . . 35,000 11.71 6.625 April 10, 2002 Robert H. Emery . . . . . . . . . . 35,000 11.71 6.625 April 10, 2002 Frank M. Gore . . . . . . . . . . . 20,000 6.69 6.625 April 10, 2002
- ----------- (1) The options granted are non-qualified stock options that vest ratably over a three-year period on the anniversary of the grant date. The options expire on the fifth anniversary of the date of grant. STOCK OPTION EXERCISES IN FISCAL YEAR 1997 The following table sets forth information concerning the number and value of unexercised stock options at December 31, 1997. The executive officers named in the Summary Compensation Table did not exercise any options in 1997. AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR 1997 AND FISCAL YEAR-END OPTION/SAR VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT SHARES OPTIONS AT DECEMBER 31, 1997(1) ACQUIRED VALUE DECEMBER 31, 1997 NAME ON EXERCISE REALIZED EXERCISABLE / UNEXERCISABLE EXERCISABLE / UNEXERCISABLE - ---- ----------- -------- ----------- ------------- ----------- ------------- ------------------------------------- Steven A. Rogers . . . . . . . - - 5,000 / 70,000 $51,250 / $586,250 Roger A. Booker . . . . . . . - - 7,300 / 64,200 $74,825 / $566,175 Robert H. Emery . . . . . . . - - 19,800 / 74,200 $202,950 / $668,675 Frank M. Gore . . . . . . . . - - 21,800 / 62,200 $223,450 / $482,550
- --------------------------- (1) Value based on the last reported sale price per share Common Stock of $14.25 on December 31, 1997, as reported on Nasdaq, minus the exercise price. DIRECTOR COMPENSATION The Company reimburses directors for expenses incurred in connection with attending Board meetings and Committee meetings, but does not pay director's fees or other compensation for services rendered as a director. In lieu of fees, in August 1994, the Company granted to each director then serving (other than Mr. Steven A. Rogers) options to purchase shares of Common Stock. Each grant was negotiated with the director at the time he was appointed. In April 1997, the Company granted certain directors options to purchase an aggregate of 64,600 shares of Common Stock under the 1996 Plan. In addition, directors or their affiliates may receive compensation for services rendered to the Company in other capacities. Mr. Torkelsen, a director of the Company, is the President of 5 PVR Securities, which has in the past provided, and may in the future provide, investment banking services to the Company. Mr. Cooper, a director of the Company, is Vice Chairman of Barington, which served as the underwriter of the Initial Offering, served as a co-manager of the Follow-on Offering and has provided other investment banking services to the Company in the past. Barington may, in the future, provide other investment banking services to the Company. In August 1994, the Company granted options to purchase an aggregate of 200,000 shares of Common Stock ("Directors' Non-Qualified Options"), to the persons then serving as directors of the Company. Such options were granted in lieu of directors' fees and pursuant to agreements with each director. The options are exercisable for a period of ten years from the date of grant, have an exercise price of $2.00 per share and vest 20% per year on each of the first, second, third, fourth and fifth anniversaries of the date of grant. Notwithstanding the foregoing vesting schedule, if a director fails to attend more than 50% of the total number of meetings of the full Board of Directors and any committees of the Board of which he is a member, the director forfeits any percentage of the option that would otherwise have vested in that year. Further, if a director ceases to be a director of the Company for any reason, including removal, death or disability, such director forfeits any portion of the option that is unvested at that time. Director's Non-Qualified Options my be exercised only to the extent vested. The optionee, or his estate in the case of death, can exercise the option to the extent vested at the time he ceases to be a director of the Company until the expiration of the option. As of March 31, 1998, Directors' Non-Qualified Options to purchase 110,000 shares of Common Stock are vested, and Directors' Non-Qualified Options to purchase 10,000 shares of Common Stock had been exercised. Directors' Non-Qualified Options may be exercised only to the extent vested. The optionee, or his estate in the case of death, can exercise the option to the extent vested at the time he ceases to be a director of the Company until the expiration of the option. In April 1997, the Company granted to each director of the Company then serving (other than Mr. Steven A. Rogers) options to purchase an aggregate of 64,600 shares of Common Stock ("Directors' 1997 Non-Qualified Options") under the 1996 Plan. Such options were granted in lieu of directors' fees. The options are exercisable for a period of five years from the date of grant, have an exercise price of $6.625 per share and vest ratably on each of the first, second and third anniversaries of the date of grant. Notwithstanding the foregoing vesting schedule, if a director fails to attend more than 50% of the total number of meetings of the full Board of Directors and any committees of the Board of which he is a member, the director forfeits any percentage of the option that would otherwise have vested in that year. Further, if a director ceases to be a director of the Company for any reason, including removal, death or disability, such director forfeits any portion of the option that is unvested at that time. As of March 31, 1998, 21,533 of the Directors' 1997 Non-Qualified Options have vested. EXECUTIVE EMPLOYMENT CONTRACTS The Company has entered into an employment agreement with Mr. Rogers. The agreement was effective on March 13, 1997 and is for an initial term of one year with automatic one-year renewals, unless terminated as provided in the agreement. The agreement provides that the 1997 base salary for Mr. Rogers will be $120,000. The agreement also includes a non-competition commitment during and after the term of the agreement, confidentiality commitments, non-solicitation of employee provisions and assignment of work product agreements. The Company also maintains a key man life insurance policy on Mr. Rogers in the amount of $1.0 million. The Company has no other employment agreements with, nor does it maintain key man life insurance on, any of its other employees. 6 SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunder duly authorized. OBJECTIVE COMMUNICATIONS, INC. (Registrant) By: /s/ JAMES F. BUNKER ------------------------------------ James F. Bunker President and Chief Executive Officer (duly authorized executive officer) By: /s/ ROBERT H. EMERY ------------------------------------ Robert H. Emery Vice President, Administration and Finance (principal finance officer) October 30, 1998 -----END PRIVACY-ENHANCED MESSAGE-----