-----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, AyCrFvpClx1hY6LBnj9Qc7AGam8CGGZjhRbyCQkcdJm1K0XPkJWv/4YwAjF8xi1I yoZSQcX+hPxX8ez1sQ6D/Q== 0000950115-97-000822.txt : 19970520 0000950115-97-000822.hdr.sgml : 19970520 ACCESSION NUMBER: 0000950115-97-000822 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970516 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADAGE INC CENTRAL INDEX KEY: 0000002186 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] IRS NUMBER: 042225121 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 000-07336 FILM NUMBER: 97610522 BUSINESS ADDRESS: STREET 1: 400 WILLOWBROOK LANE CITY: WEST CHESTER STATE: PA ZIP: 19382 BUSINESS PHONE: 2154303900 MAIL ADDRESS: STREET 1: 625 WILLOWBROOK LANE STREET 2: 625 WILLOWBROOK LANE CITY: WEST CHESTER STATE: PA ZIP: 19382 10-K405/A 1 AMENDMENT TO 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A-2 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1996 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 0-7336 ADAGE, INC. (Exact name of registrant as specified in its charter) Pennsylvania 04-2225121 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 400 Willowbrook Lane West Chester, Pennsylvania 19382 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (610) 430-3900 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 $.60 ---------------------------- (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. [X] The aggregate market value of the voting stock of the Registrant held by non-affiliates of the Registrant on March 31, 1997, based on the closing price at which such stock was sold on the Nasdaq National Market on such date, was $11,623,370. As of March 31, 1997, 5,129,150 shares of the Registrant's only class of Common Stock were outstanding. Part III of the Annual Report on Form 10-K of Adage, Inc. (the "Company") for the year ended December 31, 1996, is hereby amended and restated in its entirety as follows: PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Set forth below is certain information regarding the Company's directors and executive officers.
PRINCIPAL OCCUPATION DURING NAME AGE PAST FIVE YEARS DIRECTORSHIPS ---- --- ----------------- ------------- Donald F.U. Goebert 60 Chairman of the Board of Progress Financial Directors of Company and Corporation; Investors its predecessor since March Insurance Group, Inc. 1968; President of the Company's predecessor from March 1968 to October 1988 and President of Company since April, 1993. Robert T. Holland 48 Vice President, Secretary and Chief Financial Officer of Company since July 1989 and President of a principal subsidiary of the Company since March 1993. Director of Company since January 1992. Buck Scott 67 Private investor since January 1995; President of Electrical Energy Enterprises, Inc. from 1991 through 1994. Director of Company since 1980 (including its predecessor). Robert L. MacDonald 69 Retired -- Director of Financial Aid Wharton Graduate Division and Lecturer in Management, Wharton School, University of Pennsylvania 1953 to 1993. Director of Company since February, 1991. -1- Ralph R. Whitney, Jr. 61 Principal of Hammond IFR Systems, Inc.; Excel Kennedy Whitney & Co., Industries, Inc.; Baldwin Inc., a private investment Technology Corporation; banking firm with offices at and Control Devices, Inc. 230 Park Avenue, New York, New York. Director of Company since January 1992. James C. Gale 47 Managing Director of Latshaw Enterprises, Inc. Gruntal & Co., Inc. from 1989 to present. Director of Company since October 1993. Joel A. Schleicher 45 President and CEO of Pro Novatel, Inc. Communications, Inc. since June 1996; Private investor from January 1995 through June 1996; Chief Operating Officer of Nextel Communications, Inc. prior to January 1995. Director of Company since October 1994. George N. Benjamin, III 59 Partner in Trig Systems, LLC; President and CEO of Tie/Communications, Inc. from April 1992 to November 1995; Group Vice President of The Marmon Group, Inc. prior to April 1992; Director since March 1996.
Committees of the Board of Directors The Board of Directors has a Compensation Committee and an Audit Committee. The Company does not have an Executive Committee or Nominating Committee. Messrs. Gale, Schleicher and Benjamin serve as members of the Compensation Committee. The Compensation Committee's functions include primarily compensation review for the principal executive officers of the Company. Messrs. Scott, MacDonald, Whitney, Gale and Schleicher serve as members of the Audit Committee. The Audit Committee meets with the Company's independent public accountants, counsel and management to discuss the scope and results of the annual audit, internal accounting procedures and certain other questions of accounting policy. -2- Compensation Committee Interlocks and Insider Participation James C. Gale, a director of the Company and member of the Compensation Committee, is a Managing Director of Gruntal & Co., an investment banking firm that provided, in 1996, investment banking services to the Company. Compensation of Directors Each non-employee director receives $1,000 for attendance at each board meeting and $500 for attendance at each meeting of any committee of the Board of Directors which is not held in conjunction with a meeting of the Board of Directors. In addition, in 1996, the Board of Directors of the Company adopted and the shareholders approved a modification to the compensation policy with respect to non-employee directors to grant stock options in lieu of the quarterly fees which were previously paid. Pursuant to the terms of the Company's 1996 Stock Option Plan For Non-Employee Directors, each non-employee director will be granted (beginning in 1997) on the date of each annual meeting of shareholders at which such person is elected or reelected, as the case may be, to the Board of Directors (or on June 30 of such year if earlier), an option to purchase 5,000 shares of Common Stock. Such options become exercisable eleven months from the date of grant at an exercise price equal to the fair market value of the Common Stock on the date of grant. -3- ITEM 11. EXECUTIVE COMPENSATION Summary Compensation Table The following table sets forth certain information regarding compensation paid during each of the last three years to the Company's President and to the Company's other executive officer whose salary and bonus compensation exceeded $100,000 during 1996.
Long-Term Compensation ----------------------- Annual Compensation Awards ---------------------------------------------- ------ Number of Name and Other Annual Securities All Other Principal Bonus Compensation Underlying Compensation Position Year Salary ($) ($) ($)(1) Options(#) ($) - -------- ---- ---------- ----- ------------ ---------- --- Donald F.U. 1996 $150,000 $ - $ - - $ - Goebert 1995 150,000 - - - - President 1994 150,000 - - - - Robert T. 1996 $192,600 $ - $ - - $ - Holland, Chief 1995 192,600 5,000 - - - Financial Officer 1994 192,600 - - - -
- -------------------------------- (1) None of the named executive officers received any other annual compensation not categorized as salary or bonus except for perquisites and other personal benefits which in the aggregate did not exceed the lesser of $50,000 or 10% of the total annual salary and bonus reported for such named executive officer. Stock Option Grants The Company did not grant any stock options during 1996, pursuant to the Company's stock option plan or otherwise, to the Company's President and the Company's other executive officer whose salary and bonus compensation exceeded $100,000 during 1996. The Company does not currently have (and has not previously had) any plan pursuant to which any SARs may be granted. -4- Stock Option Exercises and Holdings The following table sets forth information relating to options exercised during 1996 by the Company's President and the Company's other executive officer whose salary and bonus compensation exceeded $100,000 during 1996, and the number and value of options held on December 31, 1996 by such individuals. The Company does not currently have (and has not previously had) any plan pursuant to which any stock appreciation rights ("SARs") may be granted. Aggregated Option Exercises in 1996 and Option Values at December 31, 1996
Number of Securities Underlying Unexercised Value of Unexercised Options at In-the-Money Options at Shares Dec. 31, 1996 (#) Dec. 31, 1996 ($)(1) Acquired -------------------------- -------------------- on Value Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable - ----------------------- ------------ ------------ ----------- ------------- ----------- ------------- Donald F.U. Goebert 0 $ 0 62,500 37,500 $ 0 $ 0 Robert T. Holland 0 0 56,850 18,150 0 0
- ---------------------------- (1) Total value of unexercised options is based upon the difference between the last sales price of the Company's Common Stock on the Nasdaq National Market on December 31, 1996 and the exercise price of the options, multiplied by the number of option shares. Since the price of the Company's Common Stock on December 31, 1996 was below the exercise price of such options, the unexercised options had no value at such date. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The table below sets forth certain information as of March 31, 1997 regarding the beneficial ownership, as defined in regulations of the Securities and Exchange Commission, of Common Stock of (i) each person who is known to the Company to be the beneficial owner of more than 5% of the outstanding shares of the Company's Common Stock, (ii) each director and nominee for director of the Company, (iii) the Company's President and the Company's other executive officer whose salary and bonus compensation exceeded $100,000 during 1996, and (iv) all directors and executive officers as a group. Unless otherwise specified, the named beneficial owner has sole voting and investment power. The information in the table below was furnished by the persons listed. -5-
Amount Beneficially Percent Name of Beneficial Owner Owned of Class - ------------------------ -------------------- -------- Donald F.U. Goebert................... 1,687,902(1)(2) 31.8% 400 Willowbrook Lane West Chester, PA 19382 Robert T. Holland..................... 139,932(2)(3) 2.6% Ralph R. Whitney, Jr.................. 46,187(4) * Buck Scott............................ 8,000 * James C. Gale......................... 3,384(5) * Joel A. Schleicher.................... 2,346(5) * George N. Benjamin.................... 1,140(6) * Robert L. McDonald .................. 0 * All executive officers and directors as a group (8 persons).............. 1,888,891(1)(2)(3)(4)(5)(6) 35.6%
- --------------------------- *Less than 1%. (1) Includes 188,971 shares owned by Investors Insurance Group, Inc., a subsidiary of a company controlled by Mr. Goebert; 85,942 shares owned by Chester County Fund, Inc., the majority shareholder of which is Mr. Goebert; and 60,000 shares owned by a partnership controlled by Mr. Goebert. Also includes 68,750 shares subject to immediately exercisable options or options exercisable within 60 days, and 28,547 shares held in custody or trust for Mr. Goebert's children. (2) Includes 23,366 shares held in a custodial account for the Adage, Inc. Employee Stock Purchase Program, of which Messrs. Goebert and Holland are Custodians (approximately 3,780 shares held in the custodial account are owned by Mr. Holland). (3) Includes 59,975 shares subject to immediately exercisable options or options exercisable within 60 days. (4) Includes 4,166 shares subject to immediately exercisable options or options exercisable within 60 days. (5) Represents shares subject to immediately exercisable options or options exercisable within 60 days. (6) Includes 1,040 shares subject to immediately exercisable options or options exercisable within 60 days. -6- ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The Company leased its headquarters and leases a manufacturing facility from entities owned principally by Mr. Goebert and also by Messrs. Holland and Scott. Rentals under these leases were $230,000 for the year ending December 31, 1996. In addition, a subsidiary of the Company manages rental properties owned by the aforementioned entities for fees related to a percentage of gross rents plus a percentage of new leases signed. Property management fees received by the Company during 1996 from related parties was $133,000. In general, the Company believes that the terms of the transactions described above are at least as favorable as those that might have been obtained from unaffiliated third parties. -7- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf of the undersigned, thereunto duly authorized. Date: May 9, 1997 ADAGE, INC. By: /s/ Donald F.U. Goebert ------------------------ Donald F.U. Goebert, Chairman and President -8- -----END PRIVACY-ENHANCED MESSAGE-----