UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
--- OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
OR
--- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-511
COBRA ELECTRONICS CORPORATION
(Exact name of Registrant as specified in its Charter)
DELAWARE 36-2479991
(State of incorporation) (I.R.S. Employer Identification No.)
6500 WEST CORTLAND STREET
CHICAGO, ILLINOIS 60707
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(773) 889-8870
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $.33 1/3 Per Share
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
----- -----
Number of shares of Common Stock of Registrant outstanding at
August 12, 1997: 6,344,023
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Cobra Electronics Corporation and Subsidiaries
Condensed Consolidated Statements of Operations
(in thousands, except per share amounts)
For the Three For the Six
Months Ended Months Ended
(Unaudited) (Unaudited)
-------------------- --------------------
June 30, June 30, June 30, June 30,
1997 1996 1997 1996
-------- -------- -------- --------
Net sales............$ 29,472 $ 21,395 $ 47,387 $ 40,667
Cost of sales........ 23,776 17,260 38,179 33,399
-------- -------- -------- -------
Gross profit....... 5,696 4,135 9,208 7,268
Selling, general and
administrative
expense............ 4,147 3,622 7,281 7,039
-------- -------- -------- -------
Operating income.... 1,549 513 1,927 229
Other income(expense):
Interest expense... (309) (453) (571) (923)
Other, net......... 9 224 (14) 395
-------- -------- -------- -------
Income(loss) before
taxes.............. 1,249 284 1,342 (299)
Provision (benefit)
for taxes.......... --- --- --- ---
-------- --------- --------- --------
Net income(loss).....$ 1,249 $ 284 $ 1,342 $ (299)
======== ========= ========= ========
Net income(loss)
per share..........$ 0.20 $ 0.05 $ 0.22 $ (0.05)
======== ========= ========= =========
Weighted average
number of common
shares and common
share equivalents
outstanding........ 6,242 6,253 6,242 6,230
========= ======== ========= =========
Cash dividends....... None None None None
========= ======== ========= =========
See notes to consolidated financial statements.
Cobra Electronics Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
(dollars in thousands)
As of As of
June 30, December 31,
1997 1996
(Unaudited) (Unaudited)
------------- ------------
ASSETS:
Current assets:
Cash.......................$ 3,112 $ 2,606
Receivables, less allowance
for doubtful accounts of
$719 at June 30, 1997,
and $792 at December 31,
1996...................... 18,288 12,314
Inventories, primarily
finished goods.............. 15,012 15,418
Other current assets........ 1,172 733
------------ ------------
Total current assets........ 37,584 31,071
------------ ------------
Property, plant and equipment,
at cost:
Land........................ 482 482
Building and improvements... 5,834 5,804
Tooling and equipment....... 10,546 10,091
------------ ------------
16,862 16,377
Accumulated depreciation
and amortization.......... (10,954) (10,244)
------------- -------------
Net property, plant and
equipment................. 5,908 6,133
------------ ------------
Other assets.................. 4,774 5,392
------------ ------------
Total assets..................$ 48,266 $ 42,596
============ ============
See notes to consolidated financial statements.
Cobra Electronics Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
(dollars in thousands)
As of As of
June 30, December 31,
1997 1996
(Unaudited) (Unaudited)
----------- -----------
LIABILITIES AND SHAREHOLDERS'
EQUITY:
Current liabilities:
Accounts payable............$ 5,484 $ 3,335
Accrued liabilities......... 8,335 7,271
Short-term debt............. 14,390 13,277
----------- -----------
Total current liabilities... 28,209 23,883
----------- -----------
Shareholders' equity:
Preferred stock, $1 par
value, shares authorized-
1,000,000; none issued.... --- ---
Common stock, $.33 1/3 par
value,12,000,000 shares
authorized; 7,039,100
issued and 6,242,273
outstanding at June 30,
1997 and 6,241,648
outstanding at December 31,
1996...................... 2,345 2,345
Paid-in capital............. 22,066 22,062
Retained earnings........... 2,922 1,580
----------- -----------
27,333 25,987
Treasury stock, at cost..... (5,452) (5,450)
Note receivable from officer's
exercise of stock options (1,824) (1,824)
------------ ------------
Total shareholders' equity.. 20,057 18,713
------------ ------------
Total liabilities and share-
holders' equity.............$ 48,266 $ 42,596
============ ============
See notes to consolidated financial statements.
Cobra Electronics Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(dollars in thousands)
For the Six Months Ended
(Unaudited)
--------------------------------
June 30, June 30,
1997 1996
-------------- -------------
Cash flows from operating activities:
Net income (loss) from operations $ 1,342 $ (299)
Adjustments to reconcile net income
(loss) from operations to net
cash provided by (used for)
operating activities:
Depreciation and amortization 1,419 1,489
Changes in assets and
liabilities:
Receivables.................. (5,974) (357)
Inventories.................. 406 1,937
Other current assets......... (477) (270)
Other assets................. 5 (217)
Accounts payable............. 2,149 (270)
Accrued liabilities.......... 1,064 (172)
-------- ---------
Net cash provided by (used for)
operating activities......... (66) 1,841
--------- ---------
Cash flows from investing activities:
Capital expenditures........... (543) (384)
--------- ---------
Net cash used for investing
activities................... (543) (384)
--------- ---------
Cash flows from financing activities:
Net borrowing (repayments) under
line-of-credit agreement..... 1,113 (1,505)
Transactions related to exercise
of options, net.............. 2 8
--------- ---------
Net cash provided by (used for)
financing activities......... 1,115 (1,497)
-------- ---------
Net increase (decrease) in cash.. 506 (40)
Cash at beginning of period...... 2,606 1,299
-------- ---------
Cash at end of period............ $ 3,112 $ 1,259
======== =========
Supplemental disclosure of cash flow information
Cash paid during the year for:
Interest $ 571 $ 926
Taxes 159 25
See notes to consolidated financial statements.
Cobra Electronics Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The condensed consolidated financial statements included herein
have been prepared by the Company, without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although the Company
believes that the disclosures are adequate to make the
information presented not misleading. The Condensed Consolidated
Balance Sheet as of December 31, 1996 has been derived from the
audited consolidated balance sheet as of that date. It is
suggested that these financial statements be read in conjunction
with the financial statements and the notes thereto included in
the Company's latest annual report on Form 10-K. In the opinion
of management, the information contained herein reflects all
adjustments necessary to make the results of operations for the
interim periods a fair statement of such operations. All such
adjustments are of a normal recurring nature. The results of
operations of any interim period are not necessarily indicative
of the results that may be expected for a fiscal year.
(1) PURCHASE ORDERS AND COMMITMENTS:
At June 30, 1997, the Company had outstanding purchase orders
with suppliers totaling approximately $35.7 million compared to
$25.2 million as of June 30, 1996.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
ANALYSIS OF RESULTS OF OPERATIONS
Second Quarter 1997 vs. Second Quarter 1996:
- ------------------------------------------
Sales for the second quarter of 1997 increased $8.1 million, or
37.8 percent, to $29.5 million from $21.4 million for the same
period a year ago. The increase in sales was due to higher sales
of mobile electronics products which reflected strong demand for
the company's new CBs with its exclusive, patent pending
SoundTracker technology as well as a surge in radar detector
shipments both internationally and domestically.
Internationally, the company capitalized on significant growth in
the Russian radar detector market. The domestic radar market
detector business benefitted from an all new line-up for 1997.
Partially offsetting the increase in mobile electronics sales was
lower telecommunication sales due to lower sales of 25-channel
products to a large retail customer.
Gross margin for the second quarter of 1997 was 19.3% which was
equal to the prior year's quarter despite higher air freight
expenses to import mainly the new SoundTracker CBs, which were in
high demand. Normally, the company uses significantly less
expensive ocean freight to import its products.
Selling, general and administrative expenses increased $525,000
in the second quarter of 1997 from the same period a year ago,
but decreased as a percentage of net sales from 16.9% for the
second quarter of 1996 to 14.1% for the second quarter of 1997.
Variable selling expenses increased because of the higher sales
volume. Fixed selling and marketing expenses increased primarily
as a result of the addition of the senior vice president of
marketing and sales in February 1997 and higher spending to
promote the new SoundTracker technology as well as to further
develop the company's Safety Alert business. Higher bonus
expense also contributed to the increase in selling, general and
administrative costs.
Interest expense for the current quarter decreased $144,000
compared to the prior year's second quarter. Debt levels
declined due to lower inventory levels.
Other income for the second quarter of 1997 was $9,000 compared
to other income of $224,000 in the prior year. Prior year's
other income included $125,000 of royalty income from Safety
Alert licensing agreements and a gain of $149,000 from the
successful conclusion of a suit against a former distributor for
violation of a licensing agreement.
Six Months 1997 vs. Six Months 1996
- -----------------------------------
Sales for the six months ended June 30, 1997 increased $6.7
million, or 16.5 percent, to $47.4 million from $40.7 million for
the six months ended June 30, 1996. Sales of mobile electronics
products increased due to strong demand for the company's new CBs
with its exclusive, patent pending SoundTracker technology as
well as a surge in radar detector shipments both internationally
and domestically, as discussed above. Partially offsetting the
increase in mobile electronics sales was lower telecommunication
sales due to lower sales of 25-channel products to several large
retail customers.
Gross margin increased to 19.4% for the six months ended June 30,
1997 from 17.9% in the prior year period. This improvement was
due primarily to a more favorable product mix because of higher
CB and detection system sales as well as to the impact of certain
cost reduction programs. Partially offsetting these favorable
variances was significantly higher air freight expenses incurred
mainly to satisfy the strong demand for CBs with the new
SoundTracker system. Normally, the company uses significantly
less expensive ocean freight to import its products.
Selling, general and administrative expenses increased $242,000
for the first half of 1997 from the same period a year ago, and
as a percentage of net sales decreased to 15.4% from 17.3% for
the first half of 1996. Lower variable selling expenses, due to
program changes and the fact that the sales mix included more
international sales which require significantly less variable
selling expenses, were more than offset by increases in other
sales and marketing expenses and higher bad debt expense. The
increase in other sales and marketing expenses reflected mainly
the addition of a senior vice president of marketing and sales in
February 1997 and higher spending to promote the new SoundTracker
technology and to further develop the company's Safety Alert
business. The increase in bad debt expense reflected a favorable
adjustment to the bad debt reserve in 1996 because of an
improvement in the receivable portfolio and collections
experience.
Interest expense for the period decreased $352,000 compared to
the prior year. Debt levels declined due to lower inventory and
receivable levels.
Other expense of $14,000 for the six months ended June 30, 1997
compared to other income of $395,000 in the prior year. Prior
years other income included a gain of $373,000 from a suit
against a former distributor for violation of a licensing
agreement.
LIQUIDITY AND CAPITAL RESOURCES
Cash flows used in operating activities were $66,000 for the six
months ended June 30, 1997. Receivables increased because of
higher sales during the second quarter of 1997 compared to the
fourth quarter of 1996. Accrued payables increased due to an
increase in unpaid letters of credit because the second quarter
is a heavier shipping period compared to the fourth quarter.
Accrued liabilities increased due to an increase in warranty
reserves as a result of the high sales volume.
Cash flow provided by and used for financing activities primarily
reflects changes in the company's borrowing requirements under
its line-of-credit agreement. At June 30, 1997 the company had
approximately $4.8 million of unused credit line.
PART II
OTHER INFORMATION
Items 1, 2, 3, and 5 Not Applicable.
- ----------------------------------------
Item 4. Submission of Matters to a Vote of Security Holders
a) The 1996 Annual Meeting of Shareholders was held on
May 13,1997.
b) The following persons were elected as Class II
Directors of the Company to serve until the 2000
Annual Meeing of Shareholders:
Name Votes for Votes Withheld
----------------- --------- --------------
Samuel B. Horberg 5,273,113 113,315
Gerald M. Laures 5,278,189 108,239
The Class III directors continuing in office until
the 1998 Annual Meeting of Shareholders are William
P.Carmichael and Carl Korn. The Class I directors
continuing in office until the 1999 Annual Meeting of
Shareholders are James R. Bazet, Jerry Kalov, and
Harold D. Schwartz.
c) The Cobra Electronics Corporation 1997 Stock Option
Plan was approved:
Votes For Votes Against Votes Abstained
--------- ------------- ---------------
5,086,571 270,036 29,821
Because brokers had discretionary authority to vote
With respect to each matter submitted to
shareholders, no broker non votes were tabulated.
d) Not applicable.
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
a) Exhibits:
Exhibit No. Description
----------- ---------------------------------------------
10-31 Employment Agreement between Cobra Electronics
Corporation and James R. Bazet dated April 21,
1997.
10-32 Amendment to Employment Agreement between
Cobra Electronics Corporation and Jerry Kalov
dated December 15, 1994, as amended thereafter
--filed as Exhibit No. 10-21 to the Registrant's
Form 10-K for the year ended December 31, 1994
(File No. 0-511).
27 Financial data schedule required under
Article 5 of Regulation S-X
b) During the quarter, the Company filed no Current Reports on
Form 8-K.
SIGNATURE
Pursuant to the requirements 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.
COBRA ELECTRONICS CORPORATION
By /s/ Gerald M. Laures
Gerald M. Laures
Vice President - Finance,
and Corporate Secretary
Dated: August 13, 1997
EXHIBIT 10-31
April 18, 1997
Mr. James Bazet
1030 Wind Ridge
Duncanville, Texas 75137
Dear Jim:
This letter is to confirm the terms of your employment with Cobra
Electronics Corporation ("Company").
1. Directorship. On May 13, 1997, you shall be named to serve as
a Class I Director of the Company to serve until the 1999 Annual
Meeting of Shareholders or until your earlier resignation or
removal. For the period commencing May 13, 1997 and ending July
28, 1997, you shall be paid $2,082, representing the pro rata
portion of the $10,000 annual retainer paid by the Company to
outside directors of the Company. You will also receive such
other remuneration as the Company customarily pays to outside
directors.
2. Employment. Commencing July 28, 1997, you shall be employed
as the Executive Vice President and Chief Operating Officer of
the Company reporting to the President and Chief Executive
Officer and shall have the normal duties, responsibilities and
attendant authorities of that position. Commencing on January 2,
1998, you shall be employed as the President and Chief Executive
Officer of the Company and shall have the normal duties,
responsibilities and attendant authorities of that position.
Unless earlier terminated pursuant to Paragraph 9, the term of
your employment by the Company pursuant to this Agreement shall
end on July 31, 1999 (the "Employment Period"). In any event,
the Company agrees to provide to you written notice, on or prior
to October 31, 1998, if the Company elects to (i) either offer to
you or not offer to you a renewal of this Agreement or (ii) offer
to you a continuation of employment upon other terms and
conditions than are provided in this Agreement. In the event the
Company either offers to you a renewal of this Agreement, or,
offers to you a continuation of employment upon other terms and
conditions than are provided in this Agreement, the parties agree
to proceed promptly with good faith negotiations toward the end
of fulfilling their mutual intent to reach agreement, within 90
days thereafter, as to the terms and conditions of such
continuation of employment. In the event the parties are unable
to reach agreement as to such terms and conditions within such 90
day period, it shall be deemed to be a timely notice that the
Company does not intend to continue your employment beyond the
Employment Period.
3. Salary and Bonus. During the period commencing July 28, 1997
and ending July 31, 1998, you shall receive a regular annual
salary at the rate of $345,000 per year, payable biweekly.
During the period commencing August 1, 1998 and ending July 31,
1999, you shall receive a regular annual salary at the rate of
$360,000 per year, payable biweekly. Your salary will be subject
to annual review of the Compensation Committee of the Company's
Board of Directors, but in no event shall your salary be reduced
below the rate of $345,000 per year during the first year of your
employment with the Company or $360,000 during your second year
of employment with the Company.
In addition to your regular annual salary, during the Employment
Period you may also earn a bonus, with a target equal to 20% of
your base salary as of the beginning of a fiscal year of the
Company (the "Target Bonus"), if the Company meets or exceeds
specified performance target(s) under the Approved Profit Plan,
as determined by the Auditor's Report of the Company's auditors
for each applicable fiscal year; provided however that
performance targets shall be subject to adjustment for reduction
(addition) for any gain (or loss) respecting the sale, transfer,
conversion or any other disposition of the assets of the Company
or any of its subsidiaries other than in the ordinary course of
its business, as reported on the Company's audited financial
statements for the year in respect of which such bonus is being
determined. For purposes of this Agreement, the Approved Profit
Plan for fiscal 1997 shall be the 1997 Plan as adopted and
approved by the Board of Directors at its November 6, 1996 Board
meeting; thereafter, and for each subsequent fiscal year of the
Company during the Employment Period, the Approved Profit Plan
shall be the profit plan initially approved and adopted by the
Company's Board of Directors for such subsequent year.
The formula for calculating any bonus earned by you shall be as
follows:
(a) No bonus is earned or payable if less than 90% of the
Approved Profit Plan target is achieved.
(b) 75% of your Target Bonus is earned and payable if 90% or
more, but less than 95%, of the Approved Profit Plan target is
achieved.
(c) 85% of your Target Bonus is earned and payable if 95% or
more, but less than 100%, of the Approved Profit Plan target is
achieved.
(d) 100% of your Target Bonus is earned and payable if 100% of
the Approved Profit Plan target is achieved.
(e) If more than 100% of the Approved Profit Plan target is
achieved, your bonus will equal the product of (i) your Target
Bonus and (ii) the percentage of the Approved Profit Plan that
was achieved. For example, if 110% of the Approved Profit Plan
was achieved for fiscal 1998, your bonus would equal $75,900,
which is the product of (i) $69,000 (your Target Bonus for fiscal
1998 determined by multiplying 20% by $345,000) and (ii) 110%.
Notwithstanding the foregoing, your Target Bonus for fiscal 1997
shall equal $29,679 (subject to possible adjustment as set forth
above), which is the product of (i) 20% of $345,000, multiplied
by (ii) a fraction, the numerator of which is 157 and the
denominator of which is 365; provided that if you are not
employed by the Company during the entire period commencing July
28, 1997 and ending December 31, 1997, your bonus will equal the
amount determined in accordance with subparagraphs (a) through
(e) above (with a Target Bonus of $29,679), multiplied by a
fraction, the numerator of which shall be the number of days
worked in fiscal 1997 and the denominator of which shall be 157.
With respect to any fiscal year after fiscal 1997, if you are
employed by the Company for less than the full fiscal year, your
bonus will equal the amount determined in accordance with
subparagraphs (a) through (e) above, multiplied by a fraction,
the numerator of which shall be the number of days worked in such
year and the denominator of which shall be 365 or 366, as
applicable. Target bonuses shall be paid within 15 days after
completion of the Company's audit for each fiscal year.
4. Perquisites. You also shall receive $15,000 gross each year to
be used for perquisites of your choice, payable in monthly
payments of $1,250 commencing August 1, 1997, in lieu of any
other allowances.
5. Stock Options. Two stock options will be granted to you as
of July 28, 1997 to purchase up to an aggregate of 150,000 shares
of the Company's common stock. One stock option shall be an
incentive stock option which will provide for the purchase of the
maximum number of shares of common stock (up to 150,000) which
may be subject to such option in order to qualify as an incentive
stock option under the Company's then current stock option plan.
The second option shall be a non-qualified stock option to
purchase the number of shares of common stock determined by
subtracting from 150,000 the number the shares of common stock
subject to the incentive stock option. The exercise price for
the stock options to be granted on July 28, 1997 will be the fair
market value of a share of common stock as determined by the
closing price of a share of common stock of the Company on The
NASDAQ Stock Market on July 28, 1997. Each stock option to be
granted on July 28, 1997 shall become exercisable (i) on July 28,
1998 as to 25% of the number of shares of common stock subject to
such option; (ii) on July 28, 1999 as to an additional 25% of the
number of shares of common stock subject to such option (50% on a
cumulative basis); (iii) on July 28, 2000 as to an additional 25%
of the number of shares of common stock subject to such option
(75% on a cumulative basis); and (iv) on July 28, 2001 as to an
additional 25% of the number of shares of common stock subject to
such option (100% on a cumulative basis). Each stock option to
be granted on July 28, 1997 shall expire on July 28, 2002.
In addition to the two stock options to be granted to you as of
July 28, 1997, if you are a full-time employee of the Company on
July 28, 1998, a non-qualified stock option will be granted to
you as of July 28, 1998 to purchase up to 150,000 shares of the
Company's common stock. The exercise price for the stock option
to be granted on July 28, 1998 will be the greater of (i) the
fair market value of a share of common stock of the Company on
July 28, 1997, as determined by the closing price of a share of
common stock of the Company on The NASDAQ Stock Market on July
28, 1997, and (ii) 90% of the fair market value of a share of
common stock of the Company on July 28, 1998, as determined by
the closing price of a share of common stock of the Company on
The NASDAQ Stock Market on July 28, 1998. The stock option to be
granted on July 28, 1998 shall become exercisable (a) on July 28,
1999 as to 25% of the shares of common stock subject to such
option; (b) on July 28, 2000 as to an additional 25% of the
shares of common stock subject to such option (50% on a
cumulative basis); (c) on July 28, 2001 as to an additional 25%
of the shares of common stock subject to the option (75% on a
cumulative basis); and (d) on July 28, 2002 as to an additional
25% of the shares of common stock subject to the option (100% on
a cumulative basis). Each stock option to be granted on July 28,
1998 shall expire on July 28, 2003.
Each stock option referenced in this Paragraph 5 will have
identical terms and conditions as options granted under the
Company's existing 1995 Stock Option Plan with the following
exceptions:
(a) In the event of a Change of Control during the period
commencing July 28, 1997 and ending July 31, 1998, the stock
options to be granted to you on July 28, 1997 shall immediately
become exercisable in full.
(b) In the event of a Change of Control on or after August 1,
1998, the stock options shall immediately become exercisable in
full.
For the purpose of this Agreement, a Change of Control shall be
deemed to have occurred if: (a) any person, including a group
within the meaning of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, acquires beneficial ownership of, and
the right to vote, shares having at least 50 percent of the
aggregate voting power of the class or classes of capital stock
of the Company having the ordinary and sufficient voting power
(not depending upon the happening of a contingency) to elect at
least a majority of the directors of the Board of Directors of
the Company (the "Outstanding Voting Securities"), (b) as a
result of any tender or exchange offer, substantial purchase of
equity securities, merger, consolidation, sale of assets or
contested election, or any combination of the foregoing
transactions, the persons who were directors of the Company
immediately prior to such transaction or transactions shall not
constitute a majority of the board of directors (or the board of
directors of any successor to or assign of the Company)
immediately after the next meeting of stockholders of the Company
(or such successor or assign) following such transaction or (c)
there is consummated a reorganization, merger or consolidation of
the Company or sale or other disposition of all or substantially
all of the assets of the Company (a "Corporate Transaction"),
excluding any Corporate Transaction pursuant to which (i) all or
substantially all of the individuals or entities who are the
beneficial owners, respectively, of the Outstanding Voting
Securities immediately prior to such Corporate Transaction will
beneficially own, directly or indirectly, more than 50% of the
combined voting power of the outstanding securities entitled to
vote generally in the election of directors of the corporation
resulting from such Corporate Transaction (including, without
limitation, a corporation which as a result of such transaction
owns the Company or all or substantially all of the Company's
assets either directly or indirectly) in substantially the same
proportions relative to each other as their ownership,
immediately prior to such Corporate Transaction, of the
Outstanding Voting Securities, (ii) no Person (other than: the
Company; any employee benefit plan (or related trust) sponsored
or maintained by the Company or any corporation controlled by the
Company) will beneficially own, directly or indirectly, 50% or
more of the combined voting power of the outstanding securities
of the corporation resulting from such Corporate Transaction
entitled to vote generally in the election of directors and (iii)
the persons who were directors of the Company immediately prior
to such Corporate Transaction will constitute at least a majority
of the board of directors of the corporation resulting from such
Corporate Transaction.
6. Lodging Allowance. To provide for your lodging while you are
in the Chicago area attending to Company business, the Company
will provide you with a furnished, rented apartment, with all
utilities and associated costs to be paid by the Company;
provided that you will reimburse the Company for rent (including
the rental of furniture), utilities and other costs of
maintaining such apartment to the extent all such costs exceed
$3,000 per month. The Company will provide you with such lodging
beginning August 1, 1997 and ending on the earlier of (a) August
31, 1999 and (b) the date which is 30 days after your termination
of employment for any reason.
7. Employee Benefits. During the term of this Agreement, you
shall be entitled to participate in such employee benefits
including, but not limited to, life, short- and long-term
disability and health insurance and other medical benefits (after
you have completed the qualifying period) as the Company makes
available to individuals serving at senior corporate levels.
Accordingly, you would be eligible to participate in the
Company's insurance programs as of the first of the month
following 30 days of employment.
8. Reimbursement of Expenses. You shall be reimbursed for all
of your reasonable and necessary business expenses incurred in
performing your duties for the Company, upon presentation of the
Company's standard forms for expense reimbursement.
9. Termination of Employment.
A. Termination For Reasons Other Than For Cause. In the event
your employment with the Company is terminated by the Company for
any reason other than for Cause, or in the event the Company
fails to deliver to you a timely written notice of intent to
neither offer to renew this Agreement nor to offer you employment
upon other terms and conditions, as provided in Paragraph 2, you
shall be entitled, as of the effective date of your termination
of employment, to: (i) salary through and including the
effective date of your termination of employment; (ii) any bonus
earned but not yet paid for any fiscal year of the Company ended
on or prior to the effective date of your termination of
employment; (iii) other employee benefits in accordance with
applicable plans and programs of the Company for claims incurred,
or benefits accrued and vested, on or prior to the effective date
of your termination of employment; and (iv) receive severance
payments, payable bi-weekly, in an amount equal to the greater of
(x) your base salary for the remainder of the Employment Period
and (y) 6 months of the then current base salary, provided that
any period during which you are receiving severance payments
shall be included in the definition of Noncompetition Period (as
defined in Paragraph 10) and you shall remain subject to the
provisions of Paragraph 10. In addition, in accordance with
Paragraph 3, you will be paid any target bonuses earned for any
fiscal year of the Company in which you are employed and ending
after the effective date of your termination of employment. The
Company's obligation to make severance payments to you pursuant
to this Paragraph 9.A shall be reduced by any salary, commission
or other compensation paid or payable to you (in respect of any
period during which the Company is making severance payments to
you) from your subsequent employment, contract or engagement with
any other employer or principal or similar person. The Company
shall make available to you and your family and pay during the
severance period your then existing medical and dental benefits
in place immediately prior to your termination, to run concurrent
with (and not in addition to) the period of health insurance
continuation provided by law. All of your remaining benefits,
including the continued vesting of Company stock options (except
in the event of a Change of Control) shall immediately end upon
your termination of employment, whether by expiration of this
agreement or otherwise.
B. Termination For Cause. The Company may at any time terminate
you for Cause. Cause shall mean embezzlement, misappropriation,
theft or other criminal conduct, of which you are convicted,
related to the property and assets of the Company and willful
refusal to perform or substantial disregard of your duties as
assigned to you by the Board of Directors, unless you have
reasonable and just cause for such refusal to perform or
disregard of your duties or unless you commence immediate
corrective actions within 15 days after notice by the Chairman of
the Board of Directors of the Board's objection to your refusal
to perform or disregard your duties. If the Company terminates
your employment for Cause, you shall be entitled to salary
through and including the effective date of your termination of
employment, and all other benefits provided for hereunder shall
immediately cease.
C. Death and Disability. If, at any time during the term of
this agreement, you die or are deemed to be disabled, the Company
may immediately terminate this Agreement. For the purpose of
this Agreement, you shall be deemed to be disabled if you are
physically or mentally unable to perform your duties for a period
of 180 consecutive days. In the event of your termination of
employment by reason of your death or disability, you (or your
estate) shall be entitled to: (i) salary through and including
the date of death or the effective date of your termination of
employment, as applicable; (ii) any bonus earned but not yet paid
for any fiscal year of the Company ended on or prior to the date
of death or the effective date of your termination of employment,
as applicable; (iii) other employee benefits in accordance with
applicable plans and programs of the Company for claims incurred,
or benefits accrued and vested, on or prior to the date of death
or effective date of your termination of employment, as
applicable; and (iv) the compensation, if any, that is or becomes
payable in accordance with the terms and conditions of any stock
option agreements. In addition, in accordance with Paragraph 3,
you will be paid any target bonuses earned for any fiscal year of
the Company in which you are employed and ending after the
effective date of your termination of employment.
D. Voluntary Change in Status. In the event (i) you are removed
as a director of the Company prior to the termination of your
full-time employment with the Company, or (ii) you are not
promoted to President and Chief Executive Officer of the Company
by January 3, 1998, or (iii) you are demoted in title or
responsibilities and duties during the Employment Period, or (iv)
you are prevented by the Board of Directors or employees of the
Company from exercising the duties and responsibilities of the
President or Chief Executive Officer, and as a result thereof you
voluntarily terminate your employment with the Company, you shall
be entitled, as of the effective date of your voluntary
termination of employment, to: (i) salary through and including
the effective date of your termination of employment; (ii) any
bonus earned but not yet paid for any fiscal year of the Company
ended on or prior to the effective date of your termination of
employment; (iii) other employee benefits in accordance with
applicable plans and programs of the Company for claims incurred,
or benefits accrued and vested, on or prior to the effective date
of your termination of employment; and (iv) receive severance
payments, payable bi-weekly, in an amount equal to the greater of
(x) your base salary for the remainder of the Employment Period
and (y) 6 months of the then current base salary, provided that
any period during which you are receiving severance payments
shall be included in the definition of Noncompetition Period (as
defined in Paragraph 10) and you shall remain subject to the
provisions of Paragraph 10. The Company's obligation to make
severance payments to you pursuant to this Paragraph 9.F shall be
reduced by any salary, commission or other compensation paid or
payable to you (in respect of any period during which the Company
is making severance payments to you) from your subsequent
employment, contract or engagement with any other employer or
principal or similar person. In addition, in accordance with
Paragraph 3, you will be paid any target bonuses earned for any
fiscal year of the Company in which you are employed and ending
after the effective date of your termination of employment.
10. Trade Secrets and Non-Compete. You acknowledge that in the
course of your employment with the Company pursuant to this
Agreement you will become familiar with trade secrets and
customer lists of, and other confidential information concerning,
the Company and its subsidiaries, affiliates and clients and that
your services have been and will be of special, unique and
extraordinary value to the Company.
(a) You agree that during the Employment Period and for a period
of six months thereafter (the "Noncompetition Period") you shall
not in any manner, directly or indirectly, through any person,
firm, corporation or enterprise, alone or as a member of a
partnership or as an officer, director, stockholder, investor or
employee of or advisor or consultant to any person, firm,
corporation or enterprise or otherwise, engage or be engaged, or
assist any other person, firm, corporation or enterprise in
engaging or being engaged, in any business being conducted by the
Company or any of its subsidiaries or affiliates as of the
effective date of your termination of employment in any
geographic area in which the Company or any of its subsidiaries
or affiliates is then conducting such business.
(b) You further agree that during the Noncompetition Period you
shall not (i) in any manner, directly or indirectly, induce or
attempt to induce any employee of or advisor or consultant to the
Company or any of its subsidiaries or affiliates to terminate or
abandon his or her or its employment or relationship for any
purpose whatsoever, or (ii) call on, service, solicit or
otherwise do business with any customer of the Company or any of
its subsidiaries or affiliates.
(c) Nothing in this Paragraph 10 shall prohibit you from being
(i) a stockholder in a mutual fund or a diversified investment
company or (ii) a passive owner of not more than two percent of
the outstanding common stock, capital stock and equity of any
firm, corporation or enterprise so long as you have no active
participation in the business of such firm, corporation or
enterprise.
11. Confidential Information. You agree that, at no time
following the termination of your employment shall you disclose
or in any way use the confidential and proprietary information
obtained during the course of your employment with the Company,
including, but not limited to the Company's or any subsidiary's
financial and product information and information relating to the
Company's or any subsidiary's customer and supplier relations.
12. Unreasonable Restraint. If, at any time of enforcement of
Paragraph 10 or Paragraph 11, a court or an arbitrator holds that
the restrictions stated therein are unreasonable under
circumstances then existing, the parties hereto agree that the
maximum period, scope or geographical area reasonable under such
circumstances shall be substituted for the stated period, scope
or area and that the court shall be allowed to revise the
restrictions contained therein to cover the maximum period, scope
and area permitted by law.
13. Unique Services. You acknowledge that the services to be
rendered by you hereunder are unique and personal. Accordingly,
you may not assign any of your rights or delegate any of your
duties or obligations under this agreement. The Company may
assign its rights, duties or obligations under this Agreement to
a purchaser or transferee of all, or substantially all, of the
assets of the Company.
14. Waiver. The waiver by either party of a breach by the other
party of any provision of this Agreement shall not be valid
unless in a writing signed by the non-breaching party, and any
valid waiver shall not operate or be construed as a waiver of any
subsequent breach.
15. Entire Agreement. This agreement embodies the entire
agreement and understanding of the parties hereto with respect to
the matters described herein and supersedes any and all prior
and/or contemporaneous agreements and understandings, oral or
written, between the parties.
16. Governing Law. This agreement shall be, in all respects,
construed in accordance with and governed by the laws of the
State of Illinois.
17. Arbitration. Any dispute or controversy between the Company
and you, whether arising out of or relating to this Agreement,
the breach of this Agreement, or otherwise, shall be settled by
arbitration administered by the American Arbitration Association
("AAA") in accordance with its Commercial Rules then in effect
and judgment on the award rendered by the arbitrator may be
entered in any court having jurisdiction thereof. Any
arbitration shall be held before a single arbitrator who shall be
selected by the mutual agreement of the Company and you, unless
the parties are unable to agree to an arbitrator, in which case,
the arbitrator will be selected under the procedures of the AAA.
The arbitrator shall have the authority to award any remedy or
relief that a court of competent jurisdiction could order or
grant, including, without limitation, the issuance of an
injunction. However, either party may, without inconsistency
with this arbitration provision, apply to any court having
jurisdiction over such dispute or controversy and seek interim
provisional, injunctive or other equitable relief until the
arbitration award is rendered or the controversy is otherwise
resolved. Except as necessary in court proceedings to enforce
this arbitration provision or an award rendered hereunder, or to
obtain interim relief, neither a party nor an arbitrator may
disclose the existence, content or results of any arbitration
hereunder without the prior written consent of the Company and
you. The Company and you acknowledge that this Agreement
evidences a transaction involving interstate commerce.
Notwithstanding any choice of law provision included in this
Agreement, the United States Federal Arbitration Act shall govern
the interpretation and enforcement of this arbitration provision.
The arbitration proceeding shall be conducted in Chicago,
Illinois or such other location to which the parties may agree in
writing.
Jim, I sincerely hope that you choose to accept the offer
outlined above and become part of the Cobra team. I believe that
the terms outlined in this letter are consistent with that which
we have discussed. If you are in agreement, please sign in the
appropriate place below and return to me as soon as possible.
Sincerely,
COBRA ELECTRONICS CORPORATION
By: /s/ Jerry Kalov
Jerry Kalov, President and
Chief Executive Officer
Accepted this 21st day of April, 1997:
/s/ James Bazet
James Bazet
EXHIBIT 10-32
MEMORANDUM OF AGREEMENT
THIS MEMORANDUM OF AGREEMENT is made and entered into this 12th
day of June, 1997, by Jerry Kalov ("Kalov") and Cobra Electronics
Corporation, a Delaware corporation ("Cobra").
W I T N E S S E T H:
WHEREAS, Kalov is President and Chief Executive Officer of Cobra
pursuant to a certain Employment Agreement, effective as of
January 1, 1988 between Kalov and Cobra (Dynascan), as amended
thereafter ("Employment Agreement"); and
WHEREAS, the "Employment Period" for Kalov, as defined in the
Employment Agreement, will expire on January 1, 1998; and
WHEREAS, Kalov is the obligor under a certain Amended and
Restated Term Loan Promissory Note dated December 15, 1994
effective as of December 31, 1990 (the "Note") in the original
principal amount of $1,250,000 together with interest as provided
therein, which Note is payable in full on December 31, 1997; and
WHEREAS, Kalov presently holds fully vested stock options ("Stock
Options") to acquire shares of stock of Cobra under the Dynascan
Corporation 1988 Key Employees Non-Qualified and Incentive Stock
Option Plan (the "Plan") as follows: (a) an incentive stock
option to acquire 70,986 shares of Cobra common stock at an
exercise price of $2.875 per share, such option to expire on
December 31, 1997 (the "70,986 Option"); (b) an incentive stock
option to acquire 100,000 shares of Cobra common stock at an
exercise price of $2.625 per share, such option to expire on May
8, 1998 (the "100,000 Option"); and (c) a non-qualified stock
option to acquire 321,000 shares of Cobra common stock at an
exercise price of $3.875 per share, such option to expire on
December 31, 1998 (the "321,000 Option"); and
WHEREAS, the Plan provides that all options held by an optionee
must be exercised within 90 days following such optionee's
cessation of employment by Cobra; and
WHEREAS, the parties are desirous of (i) extending the payment
date of the Note; (ii) extending the expiration date of each of
the Stock Options; and (iii) releasing Cobra from certain of its
obligations under the Employment Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained
herein, the parties hereto agree as follows:
1. The maturity date of the loan to Kalov by Cobra as evidenced
by the Note shall be extended from December 31, 1997 to January
3, 2000. Except for such extension, the other terms and
provisions of the Note shall remain unchanged and in full force
and effect.
2. Cobra shall cause the Plan to be amended so as to permit Kalov
to exercise the Stock Options on (or before, if Kalov so elects)
January 3, 2000, notwithstanding the cessation of Kalov's
employment by virtue of the expiration of the term of the
Employment Agreement on January 1, 1998. Cobra and Kalov shall
cause the Stock Option Agreements between Kalov and Cobra for the
70,986 Option, the 100,000 Option and the 321,000 Option to be
amended so as to extend the expiration date set forth in each
such agreement from December 31, 1997, May 8, 1998 and December
31, 1998, respectively, to January 3, 2000.
3. Kalov does hereby waive all further obligations of Cobra
contained in Sections 7(a) and 7(b) of the Employment Agreement
with respect to (a) Cobra extending further credit to Kalov, (b)
Cobra granting additional options to Kalov, and (c) Cobra
providing relief to Kalov with respect to federal, state or local
income taxes as such taxes relate to the grant or the exercise of
the options which are the subject of Sections 7(a) and (7b), by
extending additional credit, issuing additional options or
otherwise.
4. Kalov does hereby grant to Cobra, until January 3, 2000, a
right of first refusal to purchase, at a price equal to 95% of
the closing price of the stock as reported on the NASDAQ stock
exchange on the date Kalov advises Cobra in writing of his
intended sale of the stock, any stock then presently held by
Cobra as collateral for the Note proposed in such written advice
to Cobra to be sold by Kalov at public sale, such right of first
refusal to be exercised by Cobra delivering to Kalov a written
notice of the exercise thereof within 14 days of the delivery of
the written notice from Kalov advising of such sale, and paying
to Kalov the exercise price for such stock within 3 business days
thereafter. In the event Cobra elects to not exercise the right
of first refusal to purchase any stock intended to be sold by
Kalov, as aforesaid, Cobra shall release its right of first
refusal to purchase that number of shares of stock so contained
in the written notice from Kalov advising Cobra of his intended
sale of such stock, without effecting the rights of Cobra with
respect to the balance of Kalov's stock subject to the right of
first refusal.
5. Cobra shall provide to Kalov until such time as Kalov reaches
his 65th birthday, at Cobra's sole expense, insurance coverage
comparable to that provided Cobra's Level One Executives under
the Cobra's health and dental insurance plans, and shall continue
to provide for such period term life insurance on Kalov's life in
the amount of $250,000.
IN WITNESS WHEREOF, the parties have executed this Memorandum of
Agreement as of the day and date first above written.
COBRA ELECTRONICS CORPORATION
By: /s/ Gerald M. Laures
Vice-President
/s/ Jerry Kalov
JERRY KALOV