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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 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, 1993
or
/ / Transition report pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Commission File No. 0-1764
AMERICAN NUCLEAR CORPORATION
----------------------------
(Exact Name of Registrant as Specified In Its Charter)
Colorado 83-0178547
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
550 N. Poplar Street 82601
Casper, Wyoming
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(307) 265-7912
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
- ------------------- ---------------------
None ----
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, 4 cent par value
------------------------------
(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/
Based upon the average of the high and low prices of the common stock
on March 11, 1994 of $0.16 per share, the aggregate market value of
the voting stock held on that date by non-affiliates of the
registrant was $862,834.
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Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of December 31, 1993: 4 cent par value -
7,696,739
This amendment provides the information required by Part III of this
report.
This report consists of 6 pages, including two pages constituting the
cover page.
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PART III
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Item 10. Directors and Executive Officers of the Registrant
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The following table sets forth certain information concerning
directors and executive officers of the Company:
Name and All Positions
Currently Held With Year First Became
the Corporation Age A Director/Officer
- ----------------------- --- ------------------
William C. Salisbury 46
President, Chief Operating Officer 1993
Director 1993
Dennis A. Eckerdt 45
Secretary, Treasurer 1993
Chief Financial Officer 1991
Director 1992
Business Experience of Directors and Officers
William C. Salisbury was appointed President of the Company in
August, 1993. From October 1991 until his appointment to President
he was Vice President of the Company and from October 1990 to October
1991 he was manager of special projects for the Company. From July
1983 to October 1990 he was a self-employed consultant providing land
management, environmental and regulatory services to the Company and
other natural resource companies. From November 1970 to July 1983 he
was manager of land and contracts for the Company. He was appointed
to the Board of Directors in August, 1993.
Dennis A. Eckerdt became chief financial officer of the Company
in November 1991. He is employed part-time by the Company and is
currently a self-employed financial consultant located in Lakewood,
Colorado. Prior to his self-employment he was controller of
Centennial Media Corporation and Denver Directory Company from
November 1988 through August 1991. From November 1985 to November
1988 he was employed as controller of Video Exchange, Inc. From
February 1972 to November 1985 he held various accounting titles and
positions with the Company including controller and chief financial
officer. He was also a director of the Company from 1984 through
1988 and was reappointed to the board of directors in August 1992.
The Company's executive officers and directors are required to
file reports of ownership and changes in ownership of the Company's
securities with the Securities and Exchange Commission as required
under provisions of the Securities Exchange Act of 1934. Based
solely on the information provided to the Company by individual
directors and executive officers, the Company believes that during
the last fiscal year all directors and executive officers have
complied with applicable filing requirements.
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Item 11. Executive Compensation.
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Cash Compensation
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The following table shows all cash compensation paid or to be
paid by the Company or any of its subsidiaries, as well as other
compensation paid or accrued during the fiscal years indicated to the
Chief Executive Officer and the four other highest paid executive
officers of the Company as of the end of the Company's last fiscal
year whose salary and bonus for such period in all capacities in
which the executive officer served exceeded $100,000.
SUMMARY COMPENSATION TABLE
Long Term Compensation
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Annual Compensation Awards Payouts
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(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Restricted
Annual Stock LTIP All Other
Name and Principal Compen- Award(s) Options/ Payouts Compen-
Position Year Salary($) Bonus($) sation($) ($) SARs(#) ($) sation($)
- ----------------------- ---- --------- --------- ---------- ---------- -------- ------- ---------
Stephen A. Carpenter(1) 1992 $116,648 $9,259(2) $16,638(2) -- -- -- --
Chief Operating Officer 1993 112,236 3,239(3)
William C. Salisbury 1992 $ 77,188 -- $11,162(3) -- -- -- --
President(4) 1993 78,750 -- 11,400(3) -- -- -- --
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(1) Position as chief operating officer was terminated on October 20, 1993.
(2) Bonus granted in common stock of the Company subject to restrictions against transfer except in accordance with Rule 144
of the Securities and Exchange Commission. The value shown is the value as of the date of award for freely tradeable
stock not subject to such restrictions.
(3) Contributions to the Company's money purchase pension plan established to provide retirement benefits to employees.
(4) Appointed president in August, 1993.
The executive officers of the Company serve at the pleasure of
the Board of Directors and do not have fixed terms. Executive
officers generally are elected at the annual director meeting
immediately following the annual stockholder meeting. Any officer
elected or appointed by the Board of Directors may be removed by the
Board whenever in its judgement the best interests of the Company
will be served thereby without prejudice, however to contractual
rights, if any, of the person so removed. The Company's policy is to
pay employees, upon termination of employment by the Company,
severance pay equal to one week of their salary for each full year of
employment.
There are no family relationships among the directors. There
are no arrangements of understandings between any director and any
other person pursuant to which that director was elected.
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Item 12. Security Ownership of Certain Beneficial Owners
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and Management
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The following table shows beneficial ownership of shares of the
Company's outstanding common stock as of the record date (i) by all
persons, insofar as is known to the Company, owning more than 5% of
such stock and (ii) by each director, each director nominee, each of
the executive officers named in the tables under "Executive
Compensation" and all directors and executive officers as a group:
Amount and
Nature of Percent
Name of Positions and Beneficial of
Title of Class Beneficial Owner Offices Held Ownership Class
- -------------- -------------------- ----------------------- ---------- -------
Common William C. Salisbury Chief Operating Officer 19,952(1) *
Stock President
Director
Common Dennis A. Eckerdt Secretary, Treasurer -- 0%
Stock Director
Common Cycle Resource Shareholder 2,300,000 29.9%
Stock Investment Corporation
300 Atlantic Avenue
Stamford, CT 06901
Common General Electric Capital Shareholder 593,072 7.7%
Stock Corporation
260 Long Ridge Road
Stamford, CT 06902
Common All directors and exec- Officers and 4,024 of *
Stock utive officers as a Directors record and
group (2 persons) 15,928
indirectly
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*Less than one percent
(1) Includes 15,928 shares subject to options to purchase issued by the Company, as to
which shares the optionee disclaims beneficial ownership.
Item 13. Certain Relationships and Related Transactions
- -------- ----------------------------------------------
Cycle Resource Investment Corporation (CRIC), a wholly owned
subsidiary of NUKEM, Inc., has loaned the Company a total of
$2,031,200 for operating capital. The loan is evidenced by notes due
June 30, 1994 with interest at three percent over the prime rate.
The notes are secured by a first mortgage against the Peach
properties that are the Company's principal asset and revenue derived
from certain byproduct disposal contracts.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(b) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
(REGISTRANT) AMERICAN NUCLEAR CORPORATION
BY (SIGNATURE)
(NAME AND TITLE) s/WILLIAM C. SALISBURY, President
DATE April 21, 1994
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.
BY (SIGNATURE)
(NAME AND TITLE) s/WILLIAM C. SALISBURY, President, and
Director and Chief Operating Officer
DATE April 21, 1994
BY (SIGNATURE)
(NAME AND TITLE) s/DENNIS A. ECKERDT, Chief Financial
Officer and Director
DATE April 21, 1994