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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
Commission File Number: 0-16207
ALL AMERICAN SEMICONDUCTOR, INC.
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(Exact name of registrant as specified in its charter)
Delaware 59-2814714
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
16115 N.W. 52nd Avenue
Miami, Florida 33014
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 621-8282
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
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]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]
As of June 30, 2003, the last business day of the Registrant's most recently
completed second fiscal quarter, the aggregate market value of the common stock
of ALL AMERICAN SEMICONDUCTOR, INC. held by non-affiliates was $10,100,000.
As of March 18, 2004, 3,773,201 shares of the common stock of ALL AMERICAN
SEMICONDUCTOR, INC. were outstanding.
Documents incorporated by reference: None
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Items 10, 11, 12, 13 and 14 of Part III and Item 15 of Part IV of the Annual
Report on Form 10-K for the fiscal year ended December 31, 2003 of All American
Semiconductor, Inc. (the "Company" or the "Registrant") previously filed with
the Securities and Exchange Commission ("SEC") are hereby amended and restated
in their entirety as follows:
Item 10. Directors and Executive Officers of the Registrant
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Executive Officers and Directors
The executive officers and directors of the Company and their ages and positions
with the Registrant as of April 21, 2004 are as follows:
Name Class Age Position
---- ----- --- --------
Paul Goldberg (1).......... III 75 Chairman of the Board
Bruce M. Goldberg (1)...... II 48 Director and President and
Chief Executive Officer
Howard L. Flanders......... II 46 Director and Executive Vice
President, Chief Financial
Officer and Corporate
Secretary
Rick Gordon................ III 50 Director and Senior Vice
President of Sales and
Marketing
Robin L. Crandell (2)(3)... III 54 Director
Howard M. Pinsley (2)(3)... I 64 Director
Michael W. Forman (2)...... I 64 Director
Richard E. Siegel.......... II 58 Director
John Jablansky............. 46 Senior Vice President of
Product Management and
Operations
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(1) member of the Executive Committee
(2) member of the Audit Committee
(3) member of the Compensation Committee
The Company's Certificate of Incorporation provides for a staggered Board of
Directors (the "Board"), consisting of three classes. The terms of office of
Class I, II and III directors expire in 2004, 2005 and 2006, respectively. The
Company's executive officers serve at the discretion of the Board; however,
certain executive officers have employment agreements with the Company. See
"Item 11. Executive Compensation -- Employment Agreements." The following is a
brief resume of the Company's executive officers and directors.
Paul Goldberg, one of the co-founders of the Company and the father of Bruce M.
Goldberg, has been employed by the Company in various executive capacities since
its predecessor's formation in 1964, and has served as Chairman of the Board
since 1978. Paul Goldberg was also Chief Executive Officer of the Company until
1997 and President of the Company until 1994.
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Bruce M. Goldberg, the son of Paul Goldberg, joined the Company in 1988 as Vice
President, in 1990 became Executive Vice President and in 1994 became President
and Chief Operating Officer. In 1997, Bruce M. Goldberg was appointed Chief
Executive Officer of the Company. Bruce M. Goldberg has served as a director of
the Company since 1987. From 1981 until joining the Company, Bruce M. Goldberg
practiced law.
Howard L. Flanders joined the Company in 1991 as its Vice President and Chief
Financial Officer, and in 1992 became a director of the Company and Corporate
Secretary. In 1997, Mr. Flanders was appointed Executive Vice President of the
Company. Prior to joining the Company, Mr. Flanders, who is a CPA, was
Controller of Reliance Capital Group, Inc., a subsidiary of Reliance Group
Holdings, Inc., where he held various positions since 1982. Prior thereto, Mr.
Flanders was an accountant with the public accounting firm of
PricewaterhouseCoopers LLP.
Rick Gordon has been employed by the Company since 1986. He was originally the
General Manager of the Company's Northern California office and Northwest
Regional Manager. In 1990, Mr. Gordon became the Western Regional Vice President
and in 1992 Vice President of North American Sales and a director of the
Company. In 1994, Mr. Gordon was appointed Senior Vice President of Sales and
Marketing for the Company and currently holds that title. Before working for the
Company, Mr. Gordon was Western Regional Vice President for Diplomat
Electronics, another electronic components distributor, from 1975 until 1986.
Robin L. Crandell is Senior Vice President of Worldwide Sales and Marketing for
E2O Communications, Inc., a manufacturer of high-performance fiber optic
transmission components and modules. Prior to joining E2O Communications, Inc.
in March 2002, Mr. Crandell was Partner and Vice President of Sales for Phase II
Technical Sales, a manufacturers sales representation firm specializing in
semiconductors. Prior to 1998, Mr. Crandell was Senior Vice President of Sales
and Marketing for Samsung Electronics, Storage System Division, Vice President
of North American Business Operations for VLSI Technology and Vice President of
North American Sales for Samsung Semiconductor. Previously he held various sales
positions at Advanced Micro Devices and was a senior engineer with Litton Data
Systems. Mr. Crandell has a BSEE degree from California State Polytechnic
University. Mr. Crandell became a director of the Company in 1999.
Howard M. Pinsley is the President, Chief Executive Officer and a director of
Espey Mfg. & Electronics Corp., a company which has designed, developed and
manufactured high voltage applications for industry and defense since 1928. Mr.
Pinsley has been with Espey for over 20 years and has in the past served as
Espey's principal accounting officer. Prior to joining Espey, Mr. Pinsley was a
junior accountant at an accounting firm located in New York City. Mr. Pinsley
became a director of the Company in 2002.
Michael W. Forman is President, Chief Executive Officer and a director of NELCO
Financial Services, Inc., a company that provides working capital assistance to
small to medium size companies. Prior to joining NELCO Financial Services in
March 2003, Mr. Forman was a Senior Vice President at Metro Bank. From July 1997
until July 1999, Mr. Forman was President and Chief Executive Officer and a
director of Oceanmark Bank, FSB and from August 1995 to July 1997 Mr. Forman was
President and Chief Credit Officer of Peninsula State Bank. Prior to 1995, Mr.
Forman held various positions within the banking industry for over 28 years. Mr.
Forman became a director of the Company in June 2003.
Richard E. Siegel is the Executive Vice President and a director of Supertex,
Inc., a manufacturer of high voltage complex proprietary and industry-standard
integrated circuits. Mr. Siegel has been with Supertex since 1981. Prior
thereto, Mr. Siegel worked at Signetics Corporation, Fairchild Semiconductor,
Ford Instrument, and Grumman Aircraft Corporation. Mr. Siegel has a B.S. degree
in Mechanical Engineering from the City College of New York. Mr. Siegel became a
director of the Company in 1999.
John Jablansky has been employed by the Company since 1981. He was originally in
sales and since 1982 has worked in various capacities within the product
management department. In 1997, Mr. Jablansky was appointed Senior Vice
President of Product Management of the Company and in 2001 became Senior Vice
President of Product Management and Operations. Prior to joining the Company,
Mr. Jablansky was employed by Milgray Electronics, another electronic components
distributor.
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Board Committees
Executive Committee
The Executive Committee is comprised of Paul Goldberg and Bruce M. Goldberg.
During 2003, the Executive Committee did not meet formally, however, its members
spoke on nearly a daily basis in connection with the operations of the Company.
The Executive Committee possesses substantially all of the powers of the Board
and acts as the Board between Board meetings.
Audit Committee
The Audit Committee is currently comprised of Howard M. Pinsley, Robin L.
Crandell and Michael W. Forman, all independent nonemployee directors of the
Company. Mr. Pinsley and Mr. Crandell have served on the Audit Committee since
2002 and Mr. Forman became a member in June 2003. The Board and the Audit
Committee believe the Audit Committee's member composition satisfies the rules
of the National Association of Securities Dealers, Inc. ("NASD") that govern
audit committee composition, including the requirement that audit committee
members all be "independent directors" as that term is defined by NASD Rule
4200(a)(15). The Audit Committee operates under a written charter and consistent
with such charter monitors and oversees the Company's financial reporting
process on behalf of the Board. It reviews the independence of the Company's
auditors and is responsible for, among other matters, authorizing or approving
the engagement of the independent auditors for both audit services and permitted
non-auditing services, the scope of audit and non-audit assignments, related
fees, the accounting principles used in financial reporting, internal financial
accounting procedures, the adequacy of the internal control procedures, critical
accounting policies, and the overall quality of the Company's financial
reporting. The Board has determined that Mr. Pinsley, who as noted above is
independent as that term is used in Item 7(d)(3)(iv) of Schedule 14A under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), is an audit
committee financial expert as defined in Item 401(h)(2) of Regulation S-K.
Compensation Committee
The Compensation Committee currently consists of Howard M. Pinsley and Robin L.
Crandell, two independent nonemployee directors of the Company. The Compensation
Committee is responsible for determining the compensation of all executive
officers of the Company and acts as the stock option committee of the Board,
administering the Company's Employees', Officers', Directors' Stock Option Plan,
as previously amended and restated (the "Option Plan"). The senior management of
the Company makes all decisions with respect to the compensation (other than the
granting of stock options) of all employees other than the executive officers of
the Company.
Nominating Committee
The Board does not currently have a Nominating Committee, such function having
historically been performed by the Board as a whole. The Company is in the
process of establishing prior to its 2004 annual meeting of stockholders a
Nominating Committee consistent with the new corporate governance rules of the
NASD.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's directors and executive
officers, and persons who own more than 10% of a registered class of the
Company's equity securities, to file with the SEC initial reports of ownership
and reports of changes in ownership of common stock and other equity securities
of the Company. Directors, executive officers and greater than ten percent
shareholders are also required by the SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file.
To the Company's knowledge, during the fiscal year ended December 31, 2003, all
Section 16(a) filing requirements applicable to its directors, executive
officers and greater than ten percent shareholders were satisfied.
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Recommendation of Nominees
Since the date of our proxy statement for our 2003 annual meeting of
stockholders, there has not been any material change to the procedures by which
security holders may recommend nominees to our Board.
Code of Ethics
We have a Code of Ethics and Business Conduct that applies to all directors,
officers and employees, including our principal executive officers, our
principal financial and accounting officer, and our controller. You can find our
Code of Ethics and Business Conduct on our web site, www.allamerican.com. We
will post any amendments to the Code of Ethics and Business Conduct, and any
waivers that are required to be disclosed by the rules of the SEC or any other
regulatory agency, on our web site. This document is also available in print
upon written request. Such written request should be sent to the Company,
Attention: Chief Financial Officer, at the Company's principal executive office
stated in this report.
Item 11. Executive Compensation
----------------------
The following table sets forth information regarding the compensation earned
during each of the fiscal years ended December 31, 2003, 2002 and 2001 by the
Chief Executive Officer and each of the other four most highly compensated
executive officers of the Company, whose total annual salary and bonus exceeded
$100,000:
Summary Compensation Table
--------------------------
Long-term
Compensation
Annual Compensation Awards
-------------------------------------- ---------------
Other Annual Securities All Other
Compensation Underlying Compensation
Name and Principal Position Year Salary($) Bonus($) ($) (1) Options(#) ($)(2)
--------------------------- ----- ---------- --------- ---------------- --------------- ----------
Paul Goldberg..................... 2003 243,000 - - 41,260 48,000(3)
Chairman of the Board 2002 243,000 - - - 10,000
2001 278,000 - - - 17,000
Bruce M. Goldberg................. 2003 339,000 - - 58,270 26,000
President and Chief 2002 339,000 - - - 26,000
Executive Officer 2001 388,000 - - - 32,000
Howard L. Flanders................ 2003 181,000 - - 30,890 12,000
Executive Vice President and 2002 181,000 - - - 18,000
Chief Financial Officer 2001 207,000 - - - 22,000
Rick Gordon....................... 2003 183,000 - - 22,390 4,000
Senior Vice President of 2002 183,000 - - - 15,000
Sales and Marketing 2001 210,000 - - - 19,000
John Jablansky.................... 2003 174,000(4) - - 6,040 1,000
Senior Vice President of Product 2002 174,000(4) - - - 1,000
Management and Operations 2001 191,000(4) - - - 4,000
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(1) Other annual compensation for each of the named executive officers in
2003, 2002 and 2001 did not exceed the lesser of $50,000 or 10% of the
total of annual salary and bonus reported for such named executive
officer.
(2) All other compensation includes Company contributions to life insurance
policies, where the Company is not the beneficiary, to the Deferred
Compensation Plans and to the 401(k) Plan of the Company. See
hereinbelow and "Deferred Compensation Plans for Executive Officers and
Key Employees" and "401(k) Plan."
4
(3) Includes a distribution of $38,000 under the terms of the 1998 Deferred
Compensation Plan of the Company. See "Deferred Compensation Plans for
Executive Officers and Key Employees."
(4) Includes commissions paid in the aggregate amounts of $68,000, $68,000
and $71,000 in 2003, 2002 and 2001, respectively.
The Company pays for a $550,000 universal life insurance policy on the life of
Paul Goldberg with benefits payable to his wife, which had an annual premium in
2003 of $7,668. Pursuant to the terms of an employment agreement with Bruce M.
Goldberg, the Company makes annual payments, currently in the amount of $21,995,
to Bruce M. Goldberg to cover the annual premium on a $1,000,000 whole life
insurance policy (the "Whole Life Policy") on the life of Bruce M. Goldberg. The
Company is obligated to continue, for the duration of Bruce M. Goldberg's
employment with the Company, to pay the annual premium to Bruce M. Goldberg for
the Whole Life Policy. In addition, pursuant to the terms of an insurance
agreement effective as of January 1, 1993 with each of Howard L. Flanders and
Rick Gordon, beginning in 1993 the Company had advanced substantially all of the
premiums for $1,000,000 flexible premium life insurance policies owned by each
of Howard L. Flanders and Rick Gordon. Under the respective insurance agreement
the Company's obligations to make premium payments in connection with Howard L.
Flanders' and Rick Gordon's policies lasted for a maximum of ten years from the
time the insurance policies were acquired in 1993. This obligation terminated in
January 2003. The Company's premium advances were secured by a collateral
assignment of the cash surrender value and death benefit of each of the policies
subject to a five year vesting period which commenced on January 1, 1998. On
January 1, 2003 (the tenth anniversary of the insurance agreements), all
advances were deemed cancelled, the security interests fully released and the
cash surrender value and other benefits of their respective insurance policies
were fully vested in the employees.
Option Grants in Last Fiscal Year
The following table shows all grants of options to the named executive officers
of the Company during the fiscal year ended December 31, 2003. Pursuant to SEC
rules, the table also shows the value of the options granted at the end of the
option terms (as indicated below) if the price of the Company's stock was to
appreciate annually by 0%, 5% and 10%, respectively. There is no assurance that
such stock price will appreciate at the rates shown in the table. All of the
options set forth in the table are stock options issued pursuant to the Option
Plan. The Company does not have a plan whereby tandem stock appreciation rights
("SARS") are granted. See "Employees', Officers', Directors' Stock Option Plan"
hereinbelow.
Potential Realizable
Closing Value at Assumed
Number of % of Market Annual Rates of Stock
Securities Total Options Price on Price Appreciation
Underlying Granted to Exercise Date of for Option Term
Options Employees in Price Grant Expiration --------------------------
Name Granted (#) Fiscal Year ($/Share) ($/Share)(1) Date 0% ($) 5% ($) 10% ($)
------------------ -------------- ------------ --------- ------------ ---------- -------- -------- -------
Paul Goldberg 41,260(2) 12.7% 2.11 2.00 04/07/07 - 13,245 33,759
Bruce M. Goldberg 58,270(2) 17.9% 1.92 2.00 04/07/07 4,662 29,777 58,748
Howard L. Flanders 30,890(2) 9.5% 1.92 2.00 04/07/07 2,471 15,785 31,143
Rick Gordon 22,390(2) 6.9% 1.92 2.00 04/07/07 1,791 11,442 22,574
John Jablansky 6,040(2) 1.9% 1.92 2.00 04/07/07 483 3,087 6,090
(1) For purposes of and as provided under the Option Plan, "fair market value"
on the date of grant of any option is the average of the market price of a
share of Common Stock for each of the seven (7) consecutive business days
preceding such date; the market price on each such day is the closing sales
price of a share of Common Stock on The Nasdaq Stock Market on such day.
The Compensation Committee of the Company believes this calculation more
accurately reflects "fair market value" of the Company's Common Stock on
any given day as compared to simply using the closing market price on the
date of grant. As a result, the closing market price on the date of grant
at times may be different than the exercise price per share.
(2) These options vest 30% on October 8, 2004, 30% on April 8, 2005 and 40% on
April 8, 2006.
5
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-Ended Option
Values
The following table sets forth information concerning the aggregate option
exercises in the fiscal year ended December 31, 2003 and the value of
unexercised stock options as of December 31, 2003 for the individual executive
officers named in the Summary Compensation Table:
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options At Options At
Shares FY-End(#) FY-End ($)
Acquired on Value Exercisable/ Exercisable/
Exercise(#) Realized($) Unexercisable Unexercisable(1)
----------------------------------------------------------------
Paul Goldberg............ - - 68,000 (E) $ 12,825 (E)
- - 43,260 (U) 96,548 (U)
Bruce M. Goldberg........ - - 105,000 (E) 14,184 (E)
- - 63,270 (U) 150,969 (U)
Howard L. Flanders....... - - 57,000 (E) 28,368 (E)
- - 38,890 (U) 85,244 (U)
Rick Gordon.............. - - 41,000 (E) 9,456 (E)
- - 26,390 (U) 59,011 (U)
John Jablansky........... - - 5,000 (E) 3,782 (E)
- - 8,040 (U) 946 (U)
--------------
(1) Value is based upon the difference between the exercise price of the
options and the last reported sale price of the Common Stock on The
Nasdaq Stock Market on December 31, 2003 (the Company's fiscal year
end).
Employees', Officers', Directors' Stock Option Plan
In 1987, the Company established an Employees', Officers', Directors' Stock
Option Plan (as previously amended and restated, the "Option Plan"). Subsequent
thereto certain amendments to and a restatement of the Option Plan have been
adopted by the Board and approved by the shareholders of the Company. The Option
Plan may be further modified or amended by the Board, but certain modifications
and amendments are subject to approval by the Company's shareholders. The Option
Plan provides for the granting to key employees of both "incentive stock
options," within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code") and "nonqualified stock options" ("nonqualified
stock options" are options which do not comply with Section 422 of the Code) and
for the granting to nonemployee directors and independent contractors associated
with the Company of nonqualified stock options. Unless earlier terminated, the
Option Plan will continue in effect through April 18, 2009, after which it will
expire and no further options could thereafter be granted under the Option Plan.
The expiration of the Option Plan, or its termination by the Board, will not
affect any options previously granted and then outstanding under the Option
Plan. Such outstanding options would remain in effect until they have been
exercised, terminated or have expired. A maximum of 1,100,000 shares of the
Company's Common Stock has been reserved for issuance upon the exercise of
options granted under the Option Plan, subject to any adjustments required upon
changes in capitalization to prevent dilution or enlargement of the shares
issuable pursuant to the Option Plan by reason of any stock split, stock
dividend, combination of shares, recapitalization or other change in the capital
structure of the Company.
The Option Plan is administered by the Compensation Committee comprised of two
or more independent directors appointed by the Board from among its members. Any
member of the Compensation Committee may be removed at any time either with or
without cause by action of the Board and a vacancy on the Compensation Committee
due to any reason can be filled by the Board. The current members of the
Compensation Committee are two of the independent directors of the Company,
Howard M. Pinsley and Robin L. Crandell. Subject to the
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express limitations of the Option Plan, the Compensation Committee has
authority, in its discretion, to interpret the Option Plan, to adopt, prescribe,
amend and rescind rules and regulations as it deems appropriate concerning the
holding of its meetings and administration of the Option Plan, to determine and
recommend persons to whom options should be granted, the date of each option
grant, the number of shares of Common Stock to be included in each option, any
vesting schedule, the option price and term (which in no event will be for a
period more than ten years from the date of grant) and the form and content of
agreements evidencing options to be issued under the Option Plan.
Options may be currently granted under the Option Plan to any key employee or
nonemployee director or prospective key employee or nonemployee director
(conditioned upon, and effective not earlier than, his or her becoming an
employee or director) of or independent contractor associated with the Company
or its subsidiaries. However, as required by the Code, nonemployee directors and
independent contractors are only eligible to receive nonqualified stock options.
In determining key employees to whom options will be granted, the Compensation
Committee takes into consideration the key employee's present and potential
contribution to the success and growth of the Company's business and other such
factors as the Compensation Committee may deem proper or relevant in its
discretion including whether such person performs important job functions or
makes important decisions for the Company, as well as the judgment, initiative,
leadership and continued efforts of eligible participants. Employees who are
also officers or directors of the Company or its subsidiaries will not by reason
of such offices be ineligible to receive options. However, no member of the
Compensation Committee is eligible to receive options under the Option Plan and
it is currently contemplated that nonemployee directors would be granted options
under the Director Stock Option Plan described below and not the Option Plan.
The Compensation Committee has not adopted formal eligibility limitation
criteria. Therefore, quantification of the current number of employees,
nonemployee directors and independent contractors that would technically be
eligible for participation is not currently readily determinable.
The exercise price for all options granted under the Option Plan shall not be
less than the fair market value of the Company's Common Stock on the date of
grant (or, in the case of incentive stock options, 110% of the fair market value
if the beneficiary of the grant beneficially owns 10% or more of the outstanding
shares of the Company's Common Stock). For purposes of the Option Plan, fair
market value on the date of grant of any option is the average of the "market
price" of a share of Common Stock for each of the seven (7) consecutive business
days preceding such date. The "market price" on each such day shall be (i) if
the Common Stock is listed on a securities exchange (including The Nasdaq Stock
Market), the closing sales price on such exchange on such day or, in the absence
of reported sales on such day, the mean between the reported closing bid and
asked prices on such exchange on such day, or (ii) if the Common Stock is not
listed on a securities exchange (including The Nasdaq Stock Market), the mean
between the closing bid and asked prices as quoted by the National Association
of Securities Dealers, Inc. through the National Association of Securities
Dealers Automated Quotation System ("NASDAQ") for such day; provided, however,
that, if there are no such quotations or if it is determined that the fair
market value is not properly reflected by such NASDAQ quotations or the Common
Stock is not traded on an exchange or over the counter, fair market value shall
be determined by such other method as the Compensation Committee determines to
be reasonable. Notwithstanding the foregoing, if on, or within ten (10) days
prior to, the date of grant of any options a registration statement filed by the
Company with the SEC in connection with a public offering of Common Stock
becomes effective, the fair market value of a share of such Common Stock shall
be the public offering price per share of Common Stock being offered pursuant to
such offering.
Except as may be specifically limited by the terms of the Option Plan, the
granting of options is made at the sole discretion of the Compensation
Committee. Further, the aggregate fair market value of the Company's Common
Stock (determined at the date of the option grant) for which an employee may be
granted incentive stock options which first become exercisable in any calendar
year under the Option Plan may not exceed $100,000. Options granted pursuant to
the Option Plan are not transferable during an optionee's lifetime.
The term of and any vesting schedule (whether the option will be exercisable
immediately, in stages or otherwise, or the vesting will be based upon any
condition such as the operating performance of the Company or other events such
as a change in control) for an option granted under the Option Plan is
established by the Compensation Committee, but the term may not be more than ten
years from the date of grant of the option, except that, in the case of a person
receiving an incentive stock option who at such time
7
owns the Company's Common Stock representing more than 10% of the Company's
Common Stock outstanding at the time the option is granted, the term of such
incentive stock option shall not exceed five years from the date of grant of the
option. In general, options will not be exercisable after the expiration of
their term. Furthermore, the Compensation Committee has the authority and
discretion to determine the time frame in which an optionee has to exercise his
options (subject to the ten-year limitation from date of grant) in the event of
his termination of employment due to death, disability, termination without
cause, retirement, voluntarily leaving the Company or a change in control.
As of December 31, 2003, a total of 900,306 options were granted and had not
expired or been forfeited, of which 105,646 were exercised and 794,660 options
were outstanding (of which 455,850 options were held by executive officers and
directors of the Company as a group and 276,000 options were exercisable). These
options, which were held by 127 persons, were exercisable at prices ranging from
$1.92 per share to $14.32 per share and were exercisable through various
expiration dates from 2004 to 2007.
2000 Nonemployee Director Stock Option Plan
In June 2000, the Company established the 2000 Nonemployee Director Stock Option
Plan, as amended (the "Director Stock Option Plan"). The Director Stock Option
Plan provides for awards of options to purchase shares of Common Stock of the
Company to nonemployee directors of the Company. Under the Director Stock Option
Plan, on or about the day of each nonemployee director's initial election to the
Company's Board, each nonemployee director will be awarded nonqualified stock
options to purchase at least 1,500 shares of the Company's Common Stock, but not
to exceed a maximum of 15,000 shares, at the fair market value of the Company's
Common Stock on the date on which the option is granted. The Board will
determine the number of options to be granted to a nonemployee director upon his
or her initial election as it deems necessary or advisable and in the best
interests of the Company in order to attract and obtain outstanding and highly
qualified candidates to serve on the Company's Board. On the date of the
Company's annual meeting of shareholders occurring later than 12 months after a
nonemployee director's initial election, the Director Stock Option Plan provides
such nonemployee director (subject to his or her re-election if up for
re-election at such annual meeting) will be automatically awarded additional
options to purchase 1,000 shares of Common Stock at the fair market value of the
Company's Common Stock on the date on which the option is granted. An aggregate
of 75,000 shares of the Company's Common Stock has been reserved for issuance
under the Director Stock Option Plan.
As of December 31, 2003, a total of 16,500 options were granted and had not
expired or been forfeited, all of which were outstanding. These options, which
were held by 5 persons, had exercise prices ranging from $1.96 per share to
$10.53 per share (based on fair market value at date of grant) and vest in 50%
annual increments over a two-year period and were exercisable over a ten-year
period. Under certain circumstances, including death, permanent disability,
retirement or a change in control, vesting is accelerated and the options become
fully exercisable.
Registration Statements
The Company has filed registration statements on Form S-8 with the SEC in order
to register all of the shares of Common Stock issuable under the Company's two
option plans. So long as such registration statements remain effective under the
Securities Act of 1933, as amended (the "Act"), shares of Common Stock issued
upon the exercise of outstanding options under the option plans will be
immediately and freely tradable without restriction under the Act, subject to
applicable volume limitations, if any, under Rule 144 and, in the case of
executive officers and directors of the Company, Section 16 of the Exchange Act.
Deferred Compensation Plans for Executive Officers and Key Employees
Effective January 1, 1988, the Company established a deferred compensation plan
(the "1988 Deferred Compensation Plan") for executive officers and key employees
of the Company. The employees eligible to participate in the 1988 Deferred
Compensation Plan (the "Participants") are chosen at the sole discretion of the
Board, upon a recommendation from the Compensation Committee. In 2003 the 1988
Deferred Compensation Plan was amended to allow a Participant to elect to
receive a lump sum benefit, providing
8
such Participant has attained at least the age of 65 and has at such time 25 or
more years of service with the Company. Pursuant to the 1988 Deferred
Compensation Plan, commencing on a Participant's retirement date, he or she will
receive an annuity for ten years, unless he or she has elected to receive a lump
sum benefit as described above. The amount of the annuity shall be computed at
30% of the Participant's salary, as defined. Any Participant with less than ten
years of service to the Company as of his or her retirement date will only
receive a pro rata portion of the annuity. Retirement benefits paid under the
1988 Deferred Compensation Plan will be distributed monthly. The Company paid
benefits under this plan of approximately $53,600 during 2003, $38,000 of which
was paid to an executive officer as a lump sum election. The maximum annuity
benefit payable to a Participant (including each of the named executive
officers) under the 1988 Deferred Compensation Plan is presently $30,000 per
annum.
During 1996, the Company established a second deferred compensation plan (the
"1996 Deferred Compensation Plan") for executives of the Company. The executives
eligible to participate in the 1996 Deferred Compensation Plan are chosen at the
sole discretion of the Board upon a recommendation from the Compensation
Committee. The Company may make contributions each year in its sole discretion
and is under no obligation to make a contribution in any given year. For the
year 2003, no contributions were made to the plan. Participants in the plan will
vest in their plan benefits over a ten-year period. If the participant's
employment terminates due to death, disability or a change in control of
management, he or she will vest 100% in all benefits under the plan. Retirement
benefits will be paid, as selected by the participant, based on the sum of the
contributions made and any additions based on investment gains. One executive
officer (John Jablansky) of the Company has been chosen as a participant in the
1996 Deferred Compensation Plan.
401(k) Plan
The Company maintains a 401(k) plan (the "401(k) Plan"), which is intended to
qualify under Section 401(k) of the Internal Revenue Code. All full-time
employees of the Company are eligible to participate in the 401(k) Plan after
completing 90 days of employment. During 2003, each eligible employee could
elect to contribute to the 401(k) Plan, through payroll deductions, up to 100%
of his or her salary, limited to $12,000 in 2003. The Company's 401(k) Plan
provides for discretionary matching contributions by the Company. During 2001
and in prior years, the Company's 401(k) Plan provided for standard matching
contributions by the Company in the amount of 25% on the first 6% contributed of
each participating employee's salary. No matching contributions were made by the
Company for 2003.
Employment Agreements
The Goldberg Agreements
The Company has employment agreements with each of Paul Goldberg, its Chairman
of the Board, and Bruce M. Goldberg, its Chief Executive Officer and President
(collectively and as amended the "Goldberg Agreements"). Effective January 1,
2000, the term of each of the Goldberg Agreements was extended until December
31, 2005, with automatic additional successive one-year renewal periods
thereafter unless terminated in writing by the Company or the employee at least
60 days prior to the expiration of the then current term and subject, in the
case of Paul Goldberg, to earlier termination in the event that Paul Goldberg
elects to exercise his right to retire as hereinafter described. Each of the
Goldberg Agreements provides for a base salary, in the case of Paul Goldberg, of
$291,167 per annum effective January 1, 2000, and, in the case of Bruce M.
Goldberg, of $391,723 per annum effective January 1, 1999, subject to an annual
increase equal to the greater of 4% per annum or the increase in the cost of
living. During 2001, 2002 and 2003, Bruce M. Goldberg and Paul Goldberg
voluntarily agreed to reductions in their base salary. Under the Goldberg
Agreements, Paul Goldberg and Bruce M. Goldberg are entitled to receive, in the
case of Paul Goldberg, an annual cash bonus equal to 3% and, in the case of
Bruce M. Goldberg, an annual cash bonus in 1999 equal to 4% and in 2000 and
thereafter 5% of the Company's pre-tax income, before nonrecurring and
extraordinary charges, in excess of $1,000,000 in any calendar year. Such annual
bonus compensation for each of Paul Goldberg and Bruce M. Goldberg is limited in
any year to an amount no greater than two times his respective base salary for
the applicable year. In addition, upon a change in control, all options granted
by the Company to Paul Goldberg and Bruce M. Goldberg automatically vest.
9
Under the Goldberg Agreement for Paul Goldberg, as amended, he is able to elect,
in his sole discretion, to retire at any time (the "Retirement Election"). Upon
the earlier to occur of the Retirement Election or at the expiration of the term
of his Goldberg Agreement, the Company will be obligated to pay Paul Goldberg
(in addition to any other compensation he may be entitled to upon termination),
and his spouse upon his death, a retirement benefit of $100,000 per annum until
the later of the death of Paul Goldberg or his spouse, provide him and his
spouse, without cost, until the later of their respective deaths, at least the
same level of medical and health insurance benefits as was provided prior to his
retirement and continue to pay the premiums on the life insurance policy
insuring his life as described under "Summary Compensation Table" hereinabove.
The Goldberg Agreements also provide certain additional benefits to each of Paul
Goldberg and Bruce M. Goldberg, including participation in the Company benefit
plans, use of a Company automobile and, in the case of Bruce M. Goldberg,
continuance in the event of disability of all his respective compensation and
other benefits for two years and the payment of the annual premium on the Whole
Life Policy as described under "Summary Compensation Table" above.
The Goldberg Agreements, also provide that, in the event of change in control
(as defined) of the Company, each of Paul Goldberg and Bruce M. Goldberg shall
have the option in his sole discretion to terminate his Goldberg Agreement. In
such event, Paul Goldberg would be entitled to elect (in lieu of electing to
continue to receive some or all of the compensation, payments and benefits as
and when due under his Goldberg Agreement) to receive a lump sum payment equal
to the sum of (i) Paul Goldberg's compensation due through the greater of the
end of the term of his Goldberg Agreement or three years after the change in
control, (ii) the present value (assuming a certain discount rate and life
expectancy) of the retirement payments payable to Paul Goldberg commencing from
the later of the end of the term or three years after the change in control
until his death, (iii) an amount sufficient to pay, until the later of his or
his spouse's death, the premium for at least the same level of health insurance
benefits as was provided before the change in control and (iv) an amount
sufficient to pay until his death, the premiums on the life insurance policy
insuring his life as described under "Summary Compensation Table" above.
Similarly, under the Goldberg Agreement for Bruce M. Goldberg, in the event of a
change in control and Bruce M. Goldberg's election to terminate his Goldberg
Agreement, Bruce M. Goldberg at his option will be entitled to elect to receive
a lump sum payment equal to his compensation due through the later of the end of
the term of his Goldberg Agreement or three years after the change in control or
for such period to continue to receive such compensation as and when due under
the Goldberg Agreement. The Goldberg Agreements (as well as the employment
agreements for each of Howard L. Flanders and Rick Gordon discussed below) also
provide for reimbursement of, and a gross-up for, any federal tax liability
imposed pursuant to Section 4999 or Section 280G (or any successor provisions)
of the Internal Revenue Code of 1986, as amended, and any similar state or local
taxes, as a result of a change in control payment, consideration and/or benefit
made or provided by the Company pursuant to such employment agreements.
The Flanders/Gordon Agreements
Effective as of January 1, 2000, the Company entered into a new employment
agreement with Howard L. Flanders, its Executive Vice President, Chief Financial
Officer and Corporate Secretary (the "Flanders Agreement"), and Rick Gordon, its
Senior Vice President of Sales and Marketing (the "Gordon Agreement" and
collectively with the Flanders Agreement, the "Flanders/Gordon Agreements"). The
Flanders/Gordon Agreements each have an initial term through December 31, 2003,
with automatic additional successive one-year renewal periods thereafter unless
terminated in writing by the Company or the employee at least 60 days prior to
expiration of the then current term. They provide for a base salary, effective
as of January 1, 2000, of $215,000 per annum for Mr. Flanders and $218,000 per
annum for Mr. Gordon, subject to an annual increase commencing January 1, 2001,
equal to the greater of 5% per annum or the increase in the cost of living.
During 2001, 2002 and 2003, Howard L. Flanders and Rick Gordon voluntarily
agreed to reductions in their base salary. Under the Flanders/Gordon Agreements,
Messrs. Gordon and Flanders are entitled to receive an annual cash bonus equal
to 2% of the Company's pre-tax income, before nonrecurring and extraordinary
charges, in excess of $1,000,000 in any calendar year. Such annual cash bonus
compensation is limited in any year to an amount no greater than such
executive's base salary for the applicable year. The Flanders/Gordon Agreements
also provide for certain additional benefits, including
10
participation in the Company benefit plans, use of a Company automobile and
continuance of all their respective compensation and other benefits for two
years in the event of disability. Further, if Mr. Gordon or Mr. Flanders were to
be terminated without cause (which includes requiring employee to perform duties
not commensurate with his offices or which differ materially from duties that
presently exist or, after a change in control, changing the location where
employee is based), he is entitled to receive severance benefits equal to the
greater of two-years compensation or the remainder of the compensation due under
the applicable Flanders/Gordon Agreement. Additionally, under the
Flanders/Gordon Agreements, the Company has paid premiums under a life insurance
policy for each of Messrs. Gordon and Flanders with the beneficiary to be as
designated by Mr. Gordon or Mr. Flanders, respectively, as described under
"Summary Compensation Table" above. The Flanders/Gordon Agreements also provide
that, in the event of a change in control (as defined) of the Company, each of
Mr. Gordon and Mr. Flanders would have the option in his sole discretion to
terminate the applicable Flanders/Gordon Agreement. In such event, and subject
to remaining an employee of the Company (or its successor) for 180 days after
the change in control (other than as a result of his death, disability or
termination without cause), Mr. Gordon or Mr. Flanders, at his option, is
entitled to elect to receive a lump-sum payment equal to his respective
compensation due through the later of the end of the term of the applicable
Flanders/Gordon Agreement or two years after the change in control or for such
period to continue to receive such compensation as and when due under such
Flanders/Gordon Agreement. In addition, upon a change in control, all options
granted by the Company to Messrs. Flanders and Gordon automatically vest. The
Flanders/Gordon Agreements also contain covenants not to compete,
nonsolicitation and nondisclosure provisions.
Board Compensation
The members of the Board do not currently receive compensation from the Company
for acting in their capacity as directors of the Company nor has the Company
adopted any standard arrangement for compensating non-employee directors of the
Company other than grants of options under the Director Stock Option Plan. In
addition to the Director Option Stock Plan, the Company may decide in the future
to further compensate directors and/or to establish a standard cash compensation
arrangement for non-employee directors. See "2000 Nonemployee Director Stock
Option Plan."
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Board currently consists of Howard M. Pinsley
and Robin L. Crandell, both being independent directors of the Company. See
"Board Committees - Compensation Committee" under "Item 10. Directors and
Executive Officers of the Registrant." Since January 1, 2003 to the date hereof,
none of the members of the Compensation Committee had any relationship with the
Company requiring disclosure under Item 404 of Regulation S-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management and
------------------------------------------------------------------
Related Stockholder Matters
---------------------------
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of April 21, 2004, by: (i) each
person known by the Company to be the beneficial owner of more than five percent
(5%) of the Company's Common Stock, (ii) each director of the Company, (iii)
each executive officer of the Company who was serving as an executive officer at
the end of fiscal year 2003 (including the Chief Executive Officer) and (iv) all
executive officers and directors of the
11
Company as a group. Except as indicated in the notes to the following table, the
persons named in the table have sole voting and investment power with respect to
all shares shown as beneficially owned by them.
Percent of
Name and Address Amount and Nature of Outstanding
of Beneficial Owner (1) Beneficial Ownership (2) Shares (2)
----------------------- ------------------------ -----------
Bruce M. Goldberg (3)..................... 325,932 8.4%
Paul Goldberg (4)......................... 197,573 5.1%
Howard L. Flanders........................ 62,200 1.6%
Rick Gordon............................... 42,200 1.1%
John Jablansky............................ 11,850 *
Richard E. Siegel......................... 4,100 *
Robin L. Crandell......................... 3,000 *
Howard M. Pinsley......................... 1,750 *
Michael W. Forman (5)..................... 1,000 *
All executive officers and directors
as a group (9 persons)(3)(4).............. 649,605 16.0%
---------------
* Less than 1%
(1) The address of Paul Goldberg is 16115 N.W. 52nd Avenue, Miami, Florida
33014 and the address of Bruce M. Goldberg is 230 Devcon Drive, San
Jose, California 95112.
(2) Includes as to the person indicated the following outstanding stock
options to purchase shares of the Company's Common Stock issued under
the Employees', Officers', Directors' Stock Option Plan and the
Director Stock Option Plan which will be vested and exercisable on or
before June 20, 2004: 106,000 options held by Bruce M. Goldberg; 69,000
options held by Paul Goldberg; 58,000 options held by Howard L.
Flanders; 42,000 options held by Rick Gordon; 5,600 options held by
John Jablansky; 3,000 options held by Richard E. Siegel; 3,000 options
held by Robin L. Crandell; 750 options held by Howard M. Pinsley; 750
options held by Michael W. Forman and 288,100 options held by the
executive officers and directors as a group. Excludes outstanding stock
options to purchase an aggregate of 235,340 additional shares of the
Company's Common Stock issued under the Employees', Officers',
Directors' Stock Option Plan and the Director Stock Option Plan to the
executive officers and directors as a group that will not be vested nor
exercisable as of June 20, 2004.
(3) Includes a total of 79,500 shares of the Company's Common Stock held of
record by Bruce M. Goldberg as trustee for his sons and for his nieces
and nephew and 1,500 shares of the Company's Common Stock held of
record by Jayne Goldberg, the wife of Bruce M. Goldberg. For federal
securities law purposes only, Bruce M. Goldberg is deemed to be the
beneficial owner of these securities. Does not include 19,209 shares of
the Company's Common Stock held of record by an unrelated third party
as trustee for Bruce M. Goldberg's sons. Bruce M. Goldberg disclaims
beneficial ownership over all such securities.
(4) Includes 57,844 shares of the Company's Common Stock owned of record by
Paul Goldberg's wife, Lola Goldberg, and a total of 500 shares of the
Company's Common Stock held of record by Paul Goldberg as custodian for
two of his grandchildren. For federal securities law purposes only,
Paul Goldberg is deemed to be the beneficial owner of these securities.
Does not include 35,940 shares of the Company's Common Stock held of
record by Robin Phelan, the daughter of Paul and Lola Goldberg, over
which securities Paul and Lola Goldberg disclaim beneficial ownership.
(5) Includes 250 shares of the Company's Common Stock owned of record by
Michael W. Forman's wife, Ann Forman. For federal securities law
purposes only, Michael W. Forman is deemed to be the beneficial owner
of these securities.
12
Equity Compensation Plan Information
The following table sets forth information about our Common Stock that may be
issued upon exercise of options, warrants and rights under all of our equity
compensation plans as of December 31, 2003, including the Option Plan and the
Director Stock Option Plan. Our stockholders have approved both of these plans.
Number of Securities Remaining
Number of Securities To Weighted Average Available for Future Issuance
Be Issued Upon Exercise Exercise Price of Under Equity Compensation Plans
of Outstanding Options, Outstanding Options, (Excluding Securities
Plan Category Warrants And Rights Warrants and Rights Reflected in the First Column)
------------------ ------------------------ -------------------- -------------------------------
Equity compensation plans
approved by stockholders 811,160 $4.75 258,194
Equity compensation plans
not approved by stockholders N/A N/A N/A
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
During 2003, the Company purchased product aggregating approximately $2.9
million from Supertex, Inc., a supplier of the Company where a Board member of
the Company, Richard E. Siegel, is the Executive Vice President and a director.
In January 2001, the Company, with the approval of the Board, entered into a
lease to rent residential space in San Jose, California from a partnership which
includes two of the Company's executive officers (Paul Goldberg and Bruce
Goldberg). The lease provides for rental payments of $4,800 per month through
January 1, 2006, the date of the expiration of the lease. In consideration of
the impact of the severe industry downturn on the Company, the partnership
reduced the monthly rent to $3,400 in 2001. Towards the end of 2002 rental
payments were increased to approximately $4,300 per month, still below the
rental amount provided for under the lease. The Company paid a total of
approximately $51,200 to this partnership during 2003.
Item 14. Principal Accountant Fees and Services
--------------------------------------
The Company and its Audit Committee are committed to ensuring the independence
of its independent auditor. As such, it is the Company's policy that all
engagements of the Company's independent auditor be pre-approved by the Audit
Committee.
Audit Fees. The aggregate fees billed by the Company's accounting firm, Lazar
Levine & Felix LLP, for professional services rendered for the audit of the
Company's annual financial statements for the years ended December 31, 2003 and
December 31, 2002 and the review of the financial statements included in the
Company's Forms 10-Q for each year were $170,000 and $136,000, respectively.
Audit Related Fees. There were no fees billed by Lazar Levine & Felix LLP for
2003 and 2002 for assurance and related services that are reasonably related to
the performance of the audit or review of the Company's financial statements
that are not reported under Audit Fees above.
Tax Fees. The aggregate fees billed in 2003 and 2002 for professional services
rendered by Lazar Levine & Felix LLP for tax compliance, tax advice, and tax
planning were $75,000 and $47,000, respectively. In 2003, all such tax services
were pre-approved by the Audit Committee. In 2002, prior to the effective date
of certain amendments to the Exchange Act and certain SEC rules and prior to the
Company's adoption of its amended and restated audit committee charter, such tax
services were not pre-approved by the Company's Audit Committee.
All Other Fees. There were no fees billed for services rendered by Lazar Levine
& Felix LLP for 2003 and 2002, other than the services described above.
13
PART IV
Item 15. Exhibits, Financial Statement Schedule, and Reports on Form 8-K
---------------------------------------------------------------
(a) List of documents filed as part of this report Page*
---------------------------------------------- ----
1. Financial Statements
--------------------
Management's Responsibility for Financial Reporting............ F-1
Independent Auditors' Report................................... F-1
Consolidated Balance Sheets.................................... F-2
Consolidated Statements of Operations.......................... F-3
Consolidated Statements of Changes in Shareholders' Equity..... F-4
Consolidated Statements of Cash Flows.......................... F-5
Notes to Consolidated Financial Statements..................... F-6
2. Financial Statement Schedule
----------------------------
Schedule II - Valuation and Qualifying Accounts................ S-1
* Page numbers refer to the Company's Annual Report on Form 10-K for the year
ended December 31, 2003 filed with the Securities and Exchange Commission on
March 30, 2004.
3. Exhibits
--------
3.1 Certificate of Incorporation, as amended (incorporated by
reference to Exhibits 3.1 to the Company's Registration Statement
on Form S-1, File No. 33-15345-A, and to the Company's Form 10-K
for the fiscal year ended December 31, 1991), as further amended
by (i) Certificate of Amendment of Certificate of Incorporation
dated August 21, 1995 of the Company (incorporated by reference
to Exhibit 3.1 to the Company's Form 10-K for the year ended
December 31, 1995) and (ii) Certificate of Amendment of
Certificate of Incorporation dated June 1, 1999 of the Company
(incorporated by reference to Exhibit 3.1 to the Company's Form
10-Q for the quarter ended June 30, 1999).
3.2 By-Laws, as amended July 29, 1994 (incorporated by reference to
Exhibit 3.1 to the Company's Form 10-Q for the quarter ended June
30, 1994).
4.1 Specimen Certificate of Common Stock (incorporated by reference
to Exhibit 4.1 to the Company's Form 10-Q for the quarter ended
June 30, 1999).
4.2 Fiscal Agency Agreement, dated as of June 8, 1994, between the
Company and American Stock Transfer & Trust Co., as fiscal agent,
paying agent and securities registrar (incorporated by reference
to Exhibit 4.1 to the Company's Form 8-K dated June 14, 1994 and
filed with the Securities and Exchange Commission on June 15,
1994).
4.3 2000 Common Stock Purchase Rights Agreement, dated as of June 9,
2000, between the Company and American Stock Transfer & Trust
Company (incorporated by reference to Exhibit number 4.1 to the
Company's Registration Statement on Form 8-A, filed with the
Securities and Exchange Commission on June 13, 2000).
10.1 Form of Indemnification Contracts with Directors and Executive
Officers (incorporated by reference to Exhibit 10.1 to the
Company's Registration Statement on Form S-2, File No. 33-47512).
10.2 Lease Agreement for Headquarters dated May 1, 1994 between Sam
Berman d/b/a Drake Enterprises ("Drake") and the Company
(incorporated by reference to Exhibit 10.1 to the Company's Form
10-Q for the quarter ended March 31, 1994).
10.3 Lease Agreement for west coast corporate office and northern
California sales office in San Jose, California dated October 1,
1998 between San Jose Technology Properties, LLC and the Company
(incorporated by reference to Exhibit 10.3 to the Company's Form
10-K for the year ended December 31, 1998).
10.4 Promissory Notes, all dated May 1, 1994 payable to Drake, the
Company's landlord in the amounts of $865,000 and $32,718
(incorporated by reference to Exhibit 10.2 to the Company's Form
10-Q for the quarter ended March 31, 1994).
14
10.5 Promissory Note, dated May 1, 1995, payable to Drake, the
Company's landlord, in the amount of $90,300 (incorporated by
reference to Exhibit 10.35 to Amendment No. 1 to the Company's
Registration Statement on Form S-1, File No. 33-58661).
10.6 Promissory Note, dated October 1, 1996, payable to Sam Berman,
d/b/a Drake Enterprises, in the amount of $161,500 (incorporated
by reference to Exhibit 10.38 to the Company's Form 10-K for the
year ended December 31, 1996).
10.7 Agreement between Drake and the Company dated May 1, 1994
(incorporated by reference to Exhibit 10.5 to the Company's Form
10-K for the year ended December 31, 1994).
10.8 Amended and Restated All American Semiconductor, Inc. Employees',
Officers', Directors' Stock Option Plan, as amended through
August 22, 2001 (incorporated by reference to Exhibit 10.7 to the
Company's Form 10-K for the year ended December 31, 2001).**
10.9 All American Semiconductor, Inc. Amended and Restated 2000
Nonemployee Director Stock Option Plan, as amended and restated
through August 22, 2001 (incorporated by reference to Exhibit
10.8 to the Company's Form 10-K for the year ended December 31,
2001).**
10.10 Deferred Compensation Plan (incorporated by reference to Exhibit
10.5 to the Company's Registration Statement on Form S-2, File
No. 33-47512).**
10.11 Amendment No. 1 to the All American Semiconductor, Inc. Deferred
Compensation Plan for Executives (incorporated by reference to
Exhibit 10.1 to the Company's Form 10-Q for the quarter ended
June 30, 2003).**
10.12 Master Lease Agreement dated March 21, 1994, together with lease
schedules for computer and other equipment (incorporated by
reference to Exhibit 10.9 to the Company's Form 10-K for the year
ended December 31, 1994).
10.13 Employment Agreement dated as of May 24, 1995, between the
Company and Paul Goldberg (incorporated by reference to Exhibit
10.22 to Amendment No. 1 to the Company's Registration Statement
on Form S-1, File No. 33-58661), as amended by First Amendment to
Employment Agreement dated as of December 31, 1996, between the
Company and Paul Goldberg (incorporated by reference to Exhibit
10.9 to the Company's Form 10-K for the year ended December 31,
1996), as amended by Second Amendment to Employment Agreement
dated as of August 21, 1998, between the Company and Paul
Goldberg (incorporated by reference to Exhibit 10.1 to the
Company's Form 10-Q for the quarter ended September 30, 1998), as
amended by Third Amendment to Employment Agreement effective as
of January 1, 2000 and dated as of April 27, 2000, between the
Company and Paul Goldberg (incorporated by reference to Exhibit
10.1 to the Company's Form 10-Q for the quarter ended March 31,
2000).**
10.14 Employment Agreement dated as of May 24, 1995, between the
Company and Bruce M. Goldberg (incorporated by reference to
Exhibit 10.24 to Amendment No. 1 to the Company's Registration
Statement on Form S-1, File No. 33-58661), as amended by First
Amendment to Employment Agreement dated as of August 21, 1998,
between the Company and Bruce M. Goldberg (incorporated by
reference to Exhibit 10.2 to the Company's Form 10-Q for the
quarter ended September 30, 1998), as amended by Second Amendment
to Employment Agreement effective as of January 1, 2000 and dated
as of April 27, 2000, between the Company and Bruce M. Goldberg
(incorporated by reference to Exhibit 10.2 to the Company's Form
10-Q for the quarter ended March 31, 2000).**
10.15 Loan and Security Agreement (without exhibits or schedules) among
Harris Trust and Savings Bank, as a lender and administrative
agent, American National Bank and Trust Company of Chicago, as a
lender and collateral agent, and the Other Lenders Party thereto
and the Company, as borrower (incorporated by reference to
Exhibit 10.2 to the Company's Form 10-Q for the quarter ended
March 31, 1996).
10.16 Amendment No. 1 to Loan and Security Agreement dated August 2,
1996 (incorporated by reference to Exhibit 10.1 to the Company's
Form 10-Q for the quarter ended June 30, 1996).
10.17 Amendment No. 2 to Loan and Security Agreement dated November 14,
1996 (incorporated by reference to Exhibit 10.1 to the Company's
Form 10-Q for the quarter ended September 30, 1996).
10.18 Amendment No. 3 to Loan and Security Agreement dated July 31,
1998 (incorporated by reference to Exhibit 10.1 to the Company's
Form 10-Q for the quarter ended June 30, 1998).
15
10.19 Amendment No. 4 to Loan and Security Agreement dated March 23,
1999 (incorporated by reference to Exhibit 10.18 to the Company's
Form 10-K for the year ended December 31, 1998).
10.20 Amendment No. 5 to Loan and Security Agreement dated August 8,
2000 (incorporated by reference to Exhibit 10.1 to the Company's
Form 10-Q for the quarter ended June 30, 2000).
10.21 Amendment No. 6 to Loan and Security Agreement dated September
29, 2000 (incorporated by reference to Exhibit 10.1 to the
Company's Form 10-Q for the quarter ended September 30, 2000).
10.22 Amendment No. 7 to Loan and Security Agreement dated May 14, 2001
(incorporated by reference to Exhibit 10.1 to the Company's Form
10-Q for the quarter ended March 31, 2001).
10.23 Amendment No. 8 to Loan and Security Agreement dated May 14, 2001
(incorporated by reference to Exhibit 10.2 to the Company's Form
10-Q for the quarter ended March 31, 2001).
10.24 Amendment No. 9 to Loan and Security Agreement dated August 14,
2001 (incorporated by reference to Exhibit 10.1 to the Company's
Form 10-Q for the quarter ended June 30, 2001).
10.25 Amendment No. 10 to Loan and Security Agreement dated November
14, 2001 (incorporated by reference to Exhibit 10.1 to the
Company's Form 10-Q for the quarter ended September 30, 2001).
10.26 Amendment No. 11 to Loan and Security Agreement dated March 29,
2002 (incorporated by reference to Exhibit 10.25 to the Company's
Form 10-K for the year ended December 31, 2001).
10.27 Amendment No. 12 to Loan and Security Agreement dated October 31,
2002 (incorporated by reference to Exhibit 10.1 to the Company's
Form 10-Q for the quarter ended September 30, 2002).
10.28 All American Semiconductor, Inc. 401(k) Profit Sharing Plan,
amended and restated (incorporated by reference to Exhibit 10.1
to the Company's Form 10-Q for the quarter ended September 30,
2003).**
10.29 Form of Salary Continuation Plan (incorporated by reference to
Exhibit 10.37 to the Company's Form 10-K for the year ended
December 31, 1996).**
10.30 Employment Agreement effective as of January 1, 2000 and dated as
of April 27, 2000, between the Company and Howard L. Flanders
(incorporated by reference to Exhibit 10.3 to the Company's Form
10-Q for the quarter ended March 31, 2000).**
10.31 Employment Agreement effective as of January 1, 2000 and dated as
of April 27, 2000, between the Company and Rick Gordon
(incorporated by reference to Exhibit 10.4 to the Company's Form
10-Q for the quarter ended March 31, 2000).**
10.32 Composition Agreement dated September 18, 2002 among ParView,
Inc., AmeriCapital, LLC and the Company (without exhibits)
(incorporated by reference to Exhibit 10.3 to the Company's Form
10-Q for the quarter ended September 30, 2002).
10.33 Credit Agreement among Harris Trust and Savings Bank, as a lender
and administrative agent, US Bank National Association, as
co-agent, and the other lenders party thereto and the Company, as
borrower, dated May 14, 2003 (incorporated by reference to
Exhibit 10.1 to the Company's Form 10-Q for the quarter ended
March 31, 2003).
11.1 Statement Re: Computation of Per Share Earnings (incorporated by
reference to Exhibit 11.1 to the Company's Form 10-K for the year
ended December 31, 2003 filed on March 30, 2004).
21.1 List of subsidiaries of the Registrant (incorporated by reference
to Exhibit 21.1 to the Company's Form 10-K for the year ended
December 31, 2003 filed on March 30, 2004).
23.1 Consent of Lazar Levine & Felix LLP, independent certified public
accountants (incorporated by reference to Exhibit 23.1 to the
Company's Form 10-K for the year ended December 31, 2003 filed on
March 30, 2004).
31.1 Certification of Chief Executive Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 for Form 10-K (incorporated by
reference to Exhibit 31.1 to the Company's Form 10-K for the year
ended December 31, 2003 filed on March 30, 2004).
31.1.1 Certification of Chief Executive Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 for Form 10-K/A.*
16
31.2 Certification of Chief Financial Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 for Form 10-K (incorporated by
reference to Exhibit 31.2 to the Company's Form 10-K for the year
ended December 31, 2003 filed on March 30, 2004).
31.2.1 Certification of Chief Financial Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 for Form 10-K/A.*
32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C.
ss. 1350 (incorporated by reference to Exhibit 32.1 to the
Company's Form 10-K for the year ended December 31, 2003 filed on
March 30, 2004).
32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C.
ss. 1350 (incorporated by reference to Exhibit 32.2 to the
Company's Form 10-K for the year ended December 31, 2003 filed on
March 30, 2004).
------------------
* Filed herewith
** Management contract or compensation plan or arrangement required to be
filed as an exhibit to this report pursuant to Item 14(c) of Form 10-K.
(b) Reports on Form 8-K
-------------------
(1) A Current Report on Form 8-K dated November 13, 2003 was filed on
November 13, 2003 reporting in Item 9 (Item 12) the issuance of a press
release announcing the Company's financial results for the third
quarter and nine months ended September 30, 2003.
(2) A Current Report on Form 8-K dated March 16, 2004 was filed on March
16, 2004 reporting in Item 12 the issuance of a press release
announcing the Company's financial results for the fourth quarter and
year ended December 31, 2003.
(3) A Current Report on Form 8-K dated April 22, 2004 was filed on April
22, 2004 reporting in Item 12 the issuance of a press release
announcing the Company's first quarter results for the quarter ended
March 31, 2004.
-------------------------
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment No. 1 to Form 10-K to
be signed on its behalf by the undersigned, thereunto duly authorized.
ALL AMERICAN SEMICONDUCTOR, INC.
(Registrant)
By: /s/ BRUCE M. GOLDBERG
--------------------------------------------
Bruce M. Goldberg, President and Chief
Executive Officer (Duly Authorized Officer)
By: /s/ HOWARD L. FLANDERS
--------------------------------------------
Howard L. Flanders, Executive Vice
President, Chief Financial Officer and
Director
(Principal Financial and Accounting Officer)
Dated: April 28, 2004
17