SECURITIES AND EXCHANGE COMMISSION
UNITED STATES
Washington D.C. 20549
FORM 10-K/A
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: June 2, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 0-15034
GEODYNAMICS CORPORATION
(Exact name of registrant as specified in its charter)
California 95-2502865
(State or other jurisdiction of (I.R.S.employer
incorporation or organization) identification
number)
21171 Western Avenue, Suite 110, Torrance, California 90501
(Address of principal executive office)
(310) 782-7277
(Registrant's telephone number including area code)
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 the registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendments to this Form 10-K. [ X ]
The aggregate market value of the registrant's voting stock held by non-
affiliates of the registrant on September 30, 1995, computed with
reference to the final quotation of such stock as reported in the
NASDAQ National Market System for September 30, 1995 was $31,036,362
for 2,482,909 shares.
As of the close of business on September 30, 1995, the registrant had
outstanding 2,662,414 shares of common stock, without par value.
GEODYNAMICS CORPORATION
FORM 10-K/A (AMENDMENT)
Year Ended June 2, 1995
INDEX
Part III Information:
Item 10. Directors and Executive Officers
Directors Table
Biographical Data for Directors
Compensation for Directors
Item 11. Executive Compensation
Summary Compensation Table
Footnotes to Summary Compensation Table
Option Grants in Last Fiscal Year
Option/SAR Exercises and Value Table
Item 12. Security Ownership of Certain Beneficial Owners and Management
Signatures
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
Certain information with respect to the Directors and Executive
Officers of the Company is set forth below:
Directors Table
Date First Became a
Name Age Position Director of Geodynamics
Michael Edleson 37 Assistant Professor of Business 1995
Administration, Harvard University
Bruce Gordon 64 President and CEO 1995
W. Richard Ellis 68 Consultant, Medical Industry 1978
Donald L. Haas 70 Vice President, Perkin-Elmer 1990
Corporation (Retired)
Delbert H. Jacobs 63 Vice President, Northrop Corporation 1987
Thomas R. LaFehr 61 Chairman of the Board 1994
Will Stackhouse 52 Colonel (USAF, Retired); 1995
Independent Consultant
Biographical Data for Directors
Michael E. Edleson
Dr. Edleson has served as a Director since February 16, 1995. He is
Assistant Professor of Business Administration at the Harvard Business
School. He joined the faculty in 1990 and teaches courses in the
finance area. The primary focus of his research and course development
work has been in the field of investments, with emphasis on managing
value in corporate investment decisions and determining the value of
financial investments.
Dr. Edleson graduated with highest honors from the U.S. Military
Academy at West Point with a Bachelor of Science in 1979. He received
his Master of Science degree in 1986 from the Massachusetts Institute
of Technology, his Master of Science Administration degree (with
highest honors) from Suffolk University in 1986, and his PhD in
economics (field in finance) in 1991 from the Massachusetts Institute
of Technology.
W. Richard Ellis
Mr. Ellis has served as a Director since 1978. In 1986, he retired as
the Executive Director of Sansum Medical Center, Inc., one of the
largest and most highly-regarded specialty clinics on the West Coast.
During the last five years he continued to serve the medical industry
as an independent consultant. Mr. Ellis also served as the managing
partner of Foothill Enterprises, a real estate and investment
partnership, and in 1983 he founded United Security Trust and served as
its first Board Chairman.
He holds a Bachelor's degree from Phillips University and a Master's
degree in Management from the University of Tulsa.
Bruce J. Gordon
Mr. Gordon has served as a Director since February 16, 1995 and was
appointed President and CEO on April 19, 1995. He retired in 1992 from
Science Applications International (SAIC), an employee-owned
engineering firm, where he served as Sector Vice President and General
Manager of the Aerospace and Defense Systems Sector. From 1964 to
1981, Mr. Gordon was employed by TRW, in various management and
engineering positions, including Manager of the System Design and
Integration Operation, specializing in ground systems, mission planning
systems, and sensor processing systems.
Prior to his twenty-seven years of industrial experience, Mr. Gordon
served six years in the United States Navy as a carrier fighter pilot
and six years in the United States Air Force as an Astronautical
Engineer.
Mr. Gordon received his Bachelor of Arts degree in Mathematics from
Duke University, his Master of Science degree in Astronautical
Engineering from the Air Force Institute of Technology, and is a
graduate of the Executive Program, UCLA Graduate School of Business.
Donald L. Haas
Donald L. Haas has served as a Director since 1990. In February, 1990
Mr. Haas retired as Vice President and General Manager of the Government
Systems Sector of the Perkin-Elmer Corporation as well as the former Vice
President for Special Programs in charge of the Washington Systems Engineering
Office of ESL/TRW Inc., both defense contractors. Prior to joining
TRW, Mr. Haas was Air Force Deputy Undersecretary for Space Systems
from 1979 to 1982. Other government positions have included Director
of the Strategic Technology Office of the Defense Advanced Research
Projects Agency (DARPA) and Director of the CIA Office of Development
and Engineering.
Mr. Haas holds a Bachelor of Science degree in Electrical Engineering
from Purdue University and a Master of Science Degree in Electronics
and Communication from the Massachusetts Institute of Technology.
Delbert H. Jacobs
Mr. Jacobs has served as a Director since 1987. In 1995, he retired as
Vice President, Advanced Design Department for Northrop Aircraft
Division of Northrop Corporation until July 1995, where he directed the
activities of the advanced aircraft, simulation, operational
suitability, and systems analysis design groups. He is also a retired
Brigadier General, United States Air Force, (1983). He has been a
member of several Defense Science Boards and several Air Force
Scientific Advisory Boards. Several medals and national awards have
been awarded to Mr. Jacobs including three Distinguished Flying
Crosses, the Defense Distinguished Service Medal, nine Air Combat
Medals and the Bronze Star.
Mr. Jacobs received a Bachelor of Science degree in Engineering from
the United States Military Academy at West Point. He received a Master
of Science degree in Aeronautics from the California Institute of
Technology, holds a Professional Aeronautical Engineering Degree and
was a Distinguished Graduate of the National War College in Washington, D.C.
Thomas R. LaFehr
Dr. LaFehr has served on the Board of Directors since February 16, 1995
and was appointed Chairman of the Board of Geodynamics Corporation on
April 19, 1995. From 1987 to 1995 he was President and co-founder of
LaFehr and Chan Technologies Inc. (LCT), which is now a wholly owned
subsidiary of Geodynamics Corporation. He was a professor of
Geophysics at the Colorado School of Mines, and prior to that time, he
was President and Chairman of Edcon, Incorporated of Denver, Colorado.
Dr. LaFehr has a Master of Science in Geophysics from Colorado School
of Mines and a Ph.D. in Physics from Stanford University. He has
authored many technical papers in the area of geophysics.
Will Stackhouse, III
Dr. Will Stackhouse has served as a director since February 16, 1995.
He is currently an independent consultant. From 1991 through 1995 he
was a member of the Senior Executive Staff in MCI's Strategy and
Advanced Technology Group. From 1991 through 1993, Dr. Stackhouse
worked at NASA's Jet Propulsion Laboratory (JPL) serving as Assistant
for High Leverage Technology, attached to the Director's Office. He is
a member of the Board of Directors of the Institute of Electrical and
Electronics Engineers (IEEE-USA) and has served as Chairman of several
IEEE-USA organizations. He has also served on the Defense Science
Board, the Defense Manufacturing Board, as well as serving as Chairman
of the National Security Committee and as a member of the Executive
Steering Committee.
Dr. Stackhouse holds a Bachelor of Science in Engineering from the U.S.
Air Force Academy in Colorado, a Master of Science in Engineering
Mechanics from the University of Michigan and has a Ph.D. in
Engineering Design and Bio-Engineering from Oxford University.
Compensation for Directors
All Directors have been granted a Director's stock option in the amount
of 18,182 shares at $5.00/share, with the exception of Mr. Gordon, which
vest at the rate of 20% per year beginning June 1, 1995 with full vesting
at June 1, 1999 assuming continued services as a Director. Mr. Gordon has an
option for 14,546 shares which does not vest until he is no longer employed
by Geodynamics Corporation. Outside Directors also receive a meeting fee of
$500/meeting. All Directors are reimbursed for their expenses.
LATE FILING OF FORMS WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934 ("1934
ACT")
Section 16(a) of the 1934 Act requires the Company's officers and
directors, and persons who own more than ten percent of a registered
class of the Company's equity securities, to file reports of ownership
and changes in ownership with the Securities and Exchange ("SEC").
Officers, directors and greater than ten percent shareholders are
required by SEC regulations to furnish the Company with copies of all
Section 16(a) forms they file.
Based solely on a review of the copies of such forms furnished to the
Company, the Company believes that during the fiscal year ended June 2,
1995, all Section 16(a) filing requirements applicable to its officers
and directors were complied with.
ITEM 11. EXECUTIVE COMPENSATION
Certain information with respect to Executive Compensation is set
forth in the following tables:
EXECUTIVE COMPENSATION
Other
Annual Options/ All Other
Name Year Salary Bonus Comp SAR Comp(3)
- --------------------- ---- -------- --------- ------------ -------- ----------
Bruce Gordon (1) 1995 9,235 30,000(1) 60,000 923
President/CEO
Robert Paulson(2) 1995 158,100 * 15,810
Prior President/CEO 1994 164,300 6,000 16,430
1993 161,200 4,800(4) 16,120
David Nelson 1995 111,777 22,994(5) 10,000 11,177
VP Finance 1994 112,199 6,000(8) 5,000 11,211
1993 109,668 10,967
Jack Scherrer 1995 114,700 5,000 11,470
General Manager 1994 96,466 31,542(6)(9) 2,500 9,646
Eastern Division 1993 92,456 8,930(7) 9,246
A. Ronald Jacobsen 1995 112,211 11,221
General Manager 1994 107,590 22,199(6)(8) 10,759
Western Division 1993 111,548 7,804(7) 11,154
Harry Utter 1995 98,228 9,822
General Manager 1994 100,117 6,000(8) 10,012
GSC 1993 98,228 9,823
(1) Signing Bonus
(2) Mr. Paulson served as President and CEO until April 19, 1995, at
which date Mr. Gordon was appointed President and CEO
(3) Employers Contribution to Money Purchase Pension Plan.
(4) Leased Automobile
(5) Relocation expense reimbursement for Nelson $22,994
(6) Includes CFY94 accrued vacation cashout of $16,199 for Jacobsen
and $2,496 for Scherrer
(7) Includes CFY93 accrued vacation cashout of $8,930 for Scherrer and
$7,804 for Jacobsen
(8) Includes bonuses in lieu of salary increase as follows; Nelson
$6,000/Jacobsen $6,000/Utter $6,000
(9) Includes relocation reimbursement of $15,000 and relocation
expenses reimbursement of $14,046
OPTION GRANTS IN LAST FISCAL YEAR
The following table summarizes information relating to Stock Option Grants
during CFY95 to the executive officers named in the Summary Compensation Table.
Potential
Realizable Value
at Assumed Annual
Rates of Stock Price
Individual Grants Appreciation (1)
- ----------------------------------------------------------- --------------------
Total Exercise
No. of Options or
Options Employees Base Price Expiration
Name Granted in 1995 Per Share Date 5% 10%
- ----------------- -------- ------- --------- --------- -------- --------
Bruce J. Gordon 15,000 12.00 6/19/2000 $39,900 $170,100
15,000 8.00 (2) $99,900 $230,100
30,000 10.00 6/19/2005 $139,800 $400,200
Robert L. Paulson 0 - - - - -
David P. Nelson 5,000 2.4% 3.50 2/27/2004 $55,800 $99,200
5,000 2.4% 3.00 9/19/2004 $58,300 $101,700
Jack F. Scherrer 5,000 2.4% 3.00 9/19/2004 $58,300 $101,700
Ronald Jacobsen 0 - - - - -
Harry W. Utter 2,500 1.2% 3.00 9/19/2004 $29,150 $50,850
(1) "Potential realizable value" is disclosed to SEC rules which require such
disclosure for illustration only. The values disclosed are no tintended
to be, and should not be interpreted by stockholders as representations
or projections of future value of the Company's stock or of the stock
price. To lend perspective to the illustrative "potential realizable
value", we consider that the Company's price increased 5 percent per year
for 10 years from the market price at fiscal year end and that it
increased 10% for 10 years from the market price at fiscal year end.
(2) Options expire as follows:
3,000 shares expire on 1/ 2/96
3,000 shares expire on 3/31/96
3,000 shares expire on 6/30/96
3,000 shares expire on 9/30/96
3,000 shares expire on 12/31/96
(3) Mr. Gordon was also granted a Director's Stock Option in the amount of
14,546 shares; however vesting does not occur while Mr. Gordon is
employed by Geodynamics.
TEN-YEAR OPTION/SAR REPRICING
There have been no options or stock appreciation right repricings during the last 10 years for
the Chief Executive Officers or for any of the other four most highly compensated officers of the
Company as reflected in the following Ten-Year Option/SAR Repricing table.
Length of
original option
Number of Market Price of Exercise price term remaining
options/SARs stock at time at time of at date of
repriced or repricing or repricing or New exercise repricing or
Name Date amended amendment($) amendment($) price(s) amendment
- -------------------- ------ ------------- --------------- -------------- ------------- --------------
Bruce J. Gordon
Robert L. Paulson
David P. Nelson
Jack F. Scherrer
A. Ronald Jacobsen
Harry W. Utter
Aggregated Option/SAR Exercises
The following table shows the number of shares and the net value realized from exercising stock
options during CFY95 for the Chief Executive Officers and the four most highly compensated executive
officers of the company as of the end of the fiscal year.
Value Realized Total Number Value of Unexercised
Shares (Market price Unexercised Options in the Money Option
Acquired @ Exercise less Held at FY-End at FY-End ($)
Name on Exercise Exercise Price) Vested Unvested Vested Unvested
- ------------------ ------------ ----------------- --------- -------- -------- -------------
Bruce J. Gordon 0 0 15,000 45,000 0 $15,000
Robert L. Paulson 0 0 15,000 0 $105,000
David P. Nelson 0 0 21,000 14,000 $32,500 $55,000
Jack F. Scherrer 3,200 $8,120 10,151 0 $15,000 0
A. Ronald Jacobsen 0 0 9,651 5,500 $15,000 $28,500
Harry W. Utter 0 0 3,500 35,000 $12,000 $16,500
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth information as of July 31, 1995 with
respect to Common Stock of the Company owned by each person who is
known by the Company to own beneficially 5% or more of the outstanding
Common Stock, by each Director of the Company, and by all Executive
Officers and Directors as a group.
Names and Addresses Number of Shares (1) Percent of Class
Directors
Michael E. Edleson............................ 5,636 *
64 McClean Street
Wellesley, MA. 02181
W. Richard Ellis.............................. 11,136 *
20831 Stonegate Drive
Sun City, AZ. 85375
Bruce J. Gordon............................... 17,000 *
P.O. Box 3644
Rancho Santa Fe, CA. 90267
Donald L. Haas................................ 10,636 *
1305 Carpers Farm Way
Vienna, VA. 22182
Delbert H. Jacobs............................. 17,136 *
1963 San Sebastian
Oxnard, CA. 93035
Thomas R. LaFehr.............................. 139,166 5.2%
LCT, Inc.
1155 Dairy Ashford Road, Suite 306
Will Stackhouse III........................... 3,636 *
1123 Stanford Avenue
Redondo Beach, CA 90278
All Directors and Executive Officers as a group (2) 355,672 13.4%
Names and Addresses Number of Shares (1) Percent of Class
Beneficial Owners of 5% or greater
William Strong (3).................... 227,940 8.6%
Mason Hill Asset Management Inc.
477 Madison Avenue, 8th Floor
New York, NY 10022
Jeffrey Neuman (3).................... 233,700 8.8%
Tudor Trust
233 South Beverly Drive
Beverly Hills, CA. 90212
(1) Unless otherwise indicated, each individual holder has, to the best
of the Company's knowledge, sole voting and investment power with
respect to the indicated shares.
(2) Includes 117,667 options exercisable in next 60 days.
(3) According to schedule 13D.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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.
GEODYNAMICS CORPORATION
by
Date: October 13, 1995 /s/ THOMAS R. LA FEHR
Thomas R. LaFehr
Chairman of the Board
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.
SIGNATURES
Signature Title Date
- ---------------------------- ---------------------------- ----------------
/s/ THOMAS R. LA FEHR Chairman of the Board October 13, 1995
Thomas R. LaFehr
/s/ BRUCE J. GORDON President and Chief October 13, 1995
Bruce J. Gordon Executive Officer
/s/ DAVID P. NELSON Vice President, Chief October 13, 1995
David P. Nelson Financial Officer
(Principal Financial Officer)
/s/ ROBERT G. COOK Corporate Controller October 13, 1995
Robert G. Cook (Principal Accounting Officer)