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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM 10-K/A
AMENDMENT TO ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 COMMISSION FILE NUMBER 0-19749
______________________
CHEMTRAK INCORPORATED
(Exact name of Registrant as specified in its charter)
DELAWARE 77-0295388
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
929 EAST ARQUES AVENUE, SUNNYVALE, CA 94086
(Address of principal executive offices, including zip code)
(408) 773-8156
(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, $.001 PAR VALUE
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 and
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 any further amendment to the
Registrant's Form 10-K. ____
The approximate aggregate market value of the Common Stock held by
non-affiliates of the Registrant, based upon the closing price of the Common
Stock reported on the Nasdaq National Market was $18,770,703 as of April 1,
1997.
The number of shares of Common Stock outstanding as of April 1, 1997
was 12,664,276.
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CHEMTRAK INCORPORATED
INDEX
PAGE NO.
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Item 10. Directors and Executive Officers of the Registrant . . . . . . . . . . . . . . . 3
Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Item 12. Security Ownership of Certain Beneficial Owners and Management . . . . . . . . 10
Item 13. Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . 11
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.
3
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
DIRECTORS OF THE COMPANY
The Company's Restated Certificate of Incorporation and By-Laws
provide that the Board of Directors shall be divided into three classes, each
class consisting, as nearly as possible, of one-third of the total number of
directors, with each class having a three-year term. Vacancies on the Board
may be filled only by persons elected (i) by the affirmative vote of the
holders of the then-outstanding shares of voting stock of the Company entitled
to vote generally in the election of directors voting together as a single
class, or (ii) by a majority of the remaining directors. A director elected by
the Board to fill a vacancy (including a vacancy created by an increase in the
Board of Directors) shall serve for the remainder of the full term of the class
of directors in which the vacancy occurred and until such director's successor
is elected and qualified. The Board of Directors is presently composed of six
members.
DIRECTORS SERVING UNTIL THE 1997 ANNUAL MEETING (Class II Directors)
Edward F. Covell
Edward F. Covell, age 52, was appointed President and Chief Executive
Officer of ChemTrak in January 1997, after having served as President and Chief
Operating Officer from May 1996 when he joined the Company. He was elected a
Director of the Company in August 1996. Prior to joining ChemTrak, Mr. Covell
was a management consultant from 1994 to 1996, and from 1990 to 1992, focusing
on the OTC medical device market. From 1992 to 1994 he was President and Chief
Operating Officer of Medchem Products, Inc., a manufacturer of medical devices
serving customers worldwide. Mr. Covell held a series of increasingly
responsible positions with Tambrands Inc., a consumer healthcare products
company, from 1980 through 1990, including Corporate Vice President and General
Manager of the Diagnostics Division. Prior to joining Tambrands, Mr. Covell
served in domestic and international management and product development
positions with the Kendall Company, a diversified manufacturing company with
worldwide sales of $500 million.
Malcolm Jozoff
Malcolm Jozoff, age 57, has served as a director of the Company since
1993. He is currently Chairman and Chief Executive Officer of the Dial
Corporation, a consumer products company. From 1995 to 1997, he was a
consultant on marketing and strategic planning issues. From 1993 to 1995, he
served as Chairman and Chief Executive Officer of Lenox, Inc., a manufacturer
of consumer durables. From 1988 to 1992, Mr. Jozoff was President, Health
Care Products and Corporate Group Vice President, The Procter and Gamble
Company, Inc. Mr. Jozoff is a director of The Columbia Gas System, Inc. In
July 1993, in connection with a civil proceeding brought by the Securities and
Exchange Commission, Mr. Jozoff consented, without admitting or denying the
allegations, to the entry of an order enjoining him from violating section
10(b) of the Securities Exchange Act of 1934.
DIRECTORS SERVING UNTIL THE 1998 ANNUAL MEETING (Class III Directors)
Gordon Russell
Gordon Russell, age 63, has served as a director of the Company since
1990. Since 1979, Mr. Russell has served as a general partner of Sequoia
Capital, a venture capital fund, and certain of its affiliates. Mr. Russell
also serves as a director of Sangstat Medical Corp. and EndoVascular
Technologies, Inc.
3.
4
Prithipal Singh, Ph.D.
Prithipal Singh, age 58, is a founder of the Company and has served as
a director of the Company since 1985, Chairman of the Board of the Company since
1988, and Chief Technical Officer since January 1997. Dr. Singh also served as
President of the Company from 1988 to 1993, and Chief Executive Officer of the
Company from 1995 to 1997. From 1985 to 1988, Dr. Singh was a Senior Vice
President of Idetek, Inc., an animal health care company. Prior to his joining
Idetek, Dr. Singh was a Vice President of Syva Corp., a diagnostics company.
Dr. Singh is also a director of Idetek, Inc., and Abaxis, Inc.
DIRECTORS SERVING UNTIL THE 1999 ANNUAL MEETING (Class I Directors)
Robert Kiley
Robert P. Kiley, age 62, has served as a director of the Company since
September 1996. Mr. Kiley has served since 1987 as President of Neal Ward
Realty, Inc., a residential sales and development company. From 1962 to 1987,
Mr. Kiley held a series of progressively responsible positions with Tambrands,
Inc., a consumer healthcare products company, most recently as Executive Vice
President responsible for the company's international business. Mr. Kiley
currently serves as a director of Tambrands, Inc.
David Rubinfien
David Rubinfien, age 75, has served as a director of the Company since
1988. Since 1991, Mr. Rubinfien has been a private investor. From 1989 to
1991, Mr. Rubinfien held the positions of President, Chief Executive Officer
and Chairman of the Board of Systemix, Inc., a biotechnology company. Mr.
Rubinfien also serves as a director of Biocircuits Corporation, Matritech, Inc.
and Molecular Biosystems, Inc.
4.
5
EXECUTIVE OFFICERS
The executive officers of the Company as of January 1997 are set forth
in Part I of the Company's Annual Report on Form 10-K.
In April 1997, the Company named Donald V. Fluken its Chief Financial
Officer. Prior to joining ChemTrak, Mr. Fluken was vice president and Chief
Financial Officer of Andros, Inc. a leading manufacturer of gas analyzers used
for medical and environmental applications. From 1995 to 1996, he served as
the Chief Financial Officer in the start-up of Physicians Eyecare Network, a
managed care provider network. From 1993 to 1994, he served as Vice President
and Chief Financial Officer of BioGenex Laboratories, a diagnostics company.
From 1983 to 1993, Mr. Fluken was the President of Results Management, a
corporate financial management consulting organization. He served as an
interim Chief Financial Officer for a number of high technology companies
during this period. His earlier career included senior financial management
positions Microscience International, Measurex, Wordstar, Varian Associates,
Levi Strauss & Company and Bell & Howell Company.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 (the "1934 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. Officers,
directors and greater than 10% stockholders are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended December 31, 1995, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than 10% beneficial owners were complied with, except that the initial
transaction report of Niquette Hunt was inadvertently filed late.
ITEM 11 - EXECUTIVE COMPENSATION.
COMPENSATION OF DIRECTORS
Each non-employee director of the Company receives a per-meeting fee of
$750. In the fiscal year ended December 31, 1996, the total compensation paid
to non-employee directors was $26,000. The members of the Board of Directors
are also eligible for reimbursement for their expenses incurred in connection
with attendance at Board meetings in accordance with Company policy.
Each non-employee director of the Company receives stock options
granted under the 1992 Non-Employee Directors' Stock Option Plan (the
"Directors' Plan"). Only non-employee directors of the Company or an affiliate
of such directors (as defined in the Internal Revenue Code of 1986, as amended
(the "Code")) are eligible to receive options under the Directors' Plan.
Options granted under the Directors' Plan are intended by the Company not to
qualify as incentive stock options under the Code.
Option grants under the Directors' Plan are non-discretionary. On
January 2 of each year (or the next business day should such date be a legal
holiday), each non-employee director is automatically granted under the
Directors' Plan, without any further action by the Company, the Board of
Directors or the stockholders of the Company, an option to purchase 2,000 shares
of Common Stock of the Company. In addition, each person who first becomes a
non-employee director is granted an option to purchase 5,000 shares of Common
Stock of the Company upon the date of election to the Board. No other options
may be granted at any time under the Directors' Plan. The exercise price of the
options granted under the Directors' Plan is 100% of the fair market value of
the Common Stock subject to the option on the date of the option grant. Options
granted under the Directors' Plan become exercisable in four equal installments
beginning on the first anniversary of the grant of the option. Such vesting is
conditioned upon continued service as a director of the Company. The term of
options granted under the Directors' Plan is 10 years.
5.
6
During the last fiscal year, options covering 2,000 shares were granted
to each of Messrs. Gin, Jozoff, Rubinfien, Russell, and Stroy at an exercise
price per share of $1.44, the fair market value of such Common Stock on the date
of the grant, and 5,000 shares to Mr. Kiley, at an exercise price per share of
$2.47, the fair market value of such Common Stock on the date of the grant. As
of March 31, 1997, no options had been exercised under the Directors' Plan.
Directors are also eligible to receive certain stock awards, such as stock
bonuses, stock appreciation rights, and rights to purchase restricted stock,
under the Company's 1993 Equity Incentive Plan (the "1993 Plan"). As of March
31, 1997, no stock awards had been granted to directors under the 1993 Plan.
In October 1995, Mr. Jozoff entered into a consulting agreement with
the Company and was granted a non-statutory stock option under the Company's
1993 Equity Incentive Plan to purchase 30,000 shares of Common Stock at a
price of $1.62 per share, equal to the fair market value of the Common Stock
on the date of the grant. These options become exercisable in six equal monthly
installments beginning one month from the date of the grant. In September 1996,
Mr. Kiley entered into a consulting agreement with the Company and was granted a
non-statutory stock option under the Company's 1993 Equity Incentive Plan to
purchase 5,000 shares of Common Stock at a price of $2.47 per share, equal to
the fair market value of the Common Stock of the date of the grant. These
options became exercisable in eight equal quarterly installments beginning three
months from the date of the grant.
Directors who are employees of the Company are not separately
compensated for their service as directors.
6.
7
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY OF COMPENSATION
The following table shows for the fiscal years ending December 31,
1996, 1995 and 1994, compensation awarded or paid to, or earned by, the
Company's Chief Executive Officer and the other four most highly compensated
executive officers of the Company at December 31, 1996 (the "Named Executive
Officers"):
SUMMARY OF COMPENSATION TABLE
LONG-TERM
COMPENSATION AWARDS
ANNUAL COMPENSATION ----------------------
----------------------- SECURITIES UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY($)(1) BONUS($) OPTIONS (#)(2)
--------------------------- ---- ------------ -------- ----------------------
Prithipal Singh, Ph.D.(3) . . . . . . 1996 $206,000 - -
Chairman of the Board and 1995 182,000 - 77,500
Chief Technical Officer 1994 181,000 32,000 15,000
Edward F. Covell(3) . . . . . . . . . 1996 107,000 20,000 230,000
President and Chief
Executive Officer
Rodger J. Richeal(4) . . . . . . . . 1996 129,000 - 25,000
Senior Vice President 1995 14,000 - 50,000
Alene A. Holzman(5) . . . . . . . . . 1996 107,000 - -
Vice President 1995 102,000 - 30,000
1994 98,000 13,000 15,300
Niquette Hunt(6) . . . . . . . . . . 1996 4,000 18,000 50,000
Vice President
- ---------------------
(1) Includes amounts earned but deferred at the election of the Named Executive
Officer.
(2) The Company has not granted any SARs or restricted stock awards.
(3) Dr. Singh was the Company's Chief Executive Officer during 1996. Mr. Covell,
who joined the Company as President in May 1996, became its Chief Executive
Officer in January 1997.
(4) Mr. Richeal resigned from the Company effective March 1997. He is now a
consultant to the Company.
(5) Ms. Holzman resigned from the Company effective March 1997.
(6) Ms. Hunt joined the Company as Vice President in December 1996.
7.
8
STOCK OPTION GRANTS AND EXERCISES
The following tables show for the fiscal year ended December 31, 1996,
certain information regarding options granted to each of the Named Executive
Officers:
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
------------------------------------------------------ POTENTIAL REALIZABLE VALUE AT
NUMBER OF % OF TOTAL ASSUMED ANNUAL RATES OF STOCK
SECURITIES OPTIONS PRICE APPRECIATION FOR OPTION
UNDERLYING GRANTED TO EXERCISE TERM(3)
OPTIONS EMPLOYEES IN PRICE EXPIRATION -----------------------------
NAME GRANTED FISCAL YEAR(1) ($/SHARE)(2) DATE 0% 5% 10%
---- ---------- -------------- ------------ ---------- ------- ------- -------
Prithipal Singh, Ph.D. -- -- -- -- -- -- --
Edward F. Covell . . . 70,000 15.3 3.93 05/27/06 48,559 252,093 564,313
80,000 17.5 4.63 05/27/06 -- 232,660 589,434
30,000 6.6 1.91 09/03/06 -- 35,952 91,105
50,000 11.0 1.53 11/14/06 -- 48,133 121,872
Rodger J. Richeal . . . 25,000 5.5 4.00 05/07/96 -- 62,868 159,307
Alene A. Holzman . . . -- -- -- -- -- -- --
Niquette Hunt . . . . . 50,000 10.9 1.78 12/15/06 -- 55,993 141,886
- -------------------
(1) Based on an aggregate of options to purchase 456,916 shares of the
Company's Common Stock granted to employees of the Company in fiscal
1996, including the Named Executive Officers.
(2) The options in this table have exercise prices equal to the fair market
value of the Common Stock on the date of grant. Options vest 25% on the
first anniversary of the date of grant, and 2.0833% per month thereafter
for the next 36 months. In the event of a decline in value of the
Company's Common Stock, the Board has the authority to offer employees
the opportunity to replace outstanding higher priced options, whether
incentive or non-statutory, with new lower priced options.
(3) The potential realizable value is based on the term of the option at
the time of grant (10 years). The potential realizable value is
calculated by assuming the stock price on the date of grant appreciates
at the individual rate for the entire term of the option, and that the
option is exercised and sold on the last day of its term at the
appreciated price. These amounts represent certain assumed rates of
appreciation, in accordance with the rules of the SEC, and do not
reflect the Company's estimate or projection of future stock price
performance. Actual gains, if any, are dependent on the actual future
performance of the Company's Common Stock and no gain to the optionee
is possible unless the stock price increases over the option term,
which will benefit all stockholders.
8.
9
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table sets forth, for each of the Named Executive Officers, the
fiscal year-end number and value of unexercised shares subject to options:
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS AT FISCAL IN-THE-MONEY OPTIONS AT FISCAL
ACQUIRED ON VALUE YEAR-END (#) YEAR-END($)(1)
EXERCISE REALIZED ------------------------------- -------------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ -------- --------------- --------------- -------------- ---------------
Prithipal Singh, Ph.D. . . - - 206,618 19,215 31,250 -
Edward F. Covell . . . . . - - 48,750 181,250 - -
Rodger Richeal . . . . . . - - 20,833 54,167 13,020 18,229
Alene A. Holzman . . . . . - - 68,284 17,966 - -
Niquette Hunt . . . . . . . - - - 50,000 - -
- ------------------
(1) Based on the closing price of $1.375 of the Company's Common Stock as
reported on the Nasdaq National Market at December 31, 1996 minus the
exercise price of the options multiplied by the number of shares
underlying the option.
EMPLOYMENT AGREEMENTS
In February 1996, the Company and Dr. Singh entered into an employment
agreement providing that Dr. Singh's salary be set at $15,333 per month. The
agreement provides that if Dr. Singh's employment is terminated without cause,
he will receive up to 12 months salary continuation. In addition, in the event
of such termination, all of the Company's Common Stock held by Dr. Singh will
be free of any repurchase options in favor of the Company, and all of Dr.
Singh's options will become fully vested and exercisable. For a period of one
year following such termination, the Company has also agreed to reimburse Dr.
Singh for any medical or other employee insurance coverage that he elects to
continue.
9.
10
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
ownership of the Company's Common Stock as of April 1, 1997 by: (i) each
director and nominee for director; (ii) each of the executive officers named in
the Summary Compensation Table; (iii) all executive officers and directors of
the Company as a group; and (iv) all those known by the Company to be
beneficial owners of more than 5% of its Common Stock.
BENEFICIAL OWNERSHIP(1)
---------------------------------
NUMBER PERCENT
BENEFICIAL OWNER OF SHARES OF TOTAL
---------------- --------- --------
Prithipal Singh, Ph.D. (2) . . . . . . . . . . . . . . . . . . . . . 483,514 3.76%
Gordon W. Russell(3) . . . . . . . . . . . . . . . . . . . . . . . . 178,569 1.41%
David Rubinfien(4) . . . . . . . . . . . . . . . . . . . . . . . . . 169,134 *
Alene A. Holzman(5) . . . . . . . . . . . . . . . . . . . . . . . . . 76,741 *
Malcolm Jozoff(6) . . . . . . . . . . . . . . . . . . . . . . . . . . 73,625 *
Edward F. Covell(7) . . . . . . . . . . . . . . . . . . . . . . . . . 73,056 *
Rodger J. Richeal(8) . . . . . . . . . . . . . . . . . . . . . . . . 18,333 *
Robert P. Kiley . . . . . . . . . . . . . . . . . . . . . . . . . . . -- --
Niquette Hunt . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- --
All directors and executive officers as a group (10 persons)(9) . . . 1,081,807 8.25%
- -------------------------
* Represents beneficial ownership of less than 1% of the outstanding
shares of the Company's Common Stock.
(1) This table is based upon information supplied by officers, directors and
principal stockholders and Schedules 13D and 13G filed with the Securities
and Exchange Commission (the "SEC"). Beneficial ownership is determined
in accordance with the rules of the SEC and generally includes voting or
investment power with respect to securities. Beneficial ownership also
includes shares of stock subject to options and warrants currently
exercisable or convertible, or exercisable or convertible within 60 days
of the date of this table. Percentage of beneficial ownership is based on
12,664,276 shares of Common Stock outstanding as of April 1, 1997.
(2) Includes 223,084 shares held by Prithipal Singh and Rajinder K. Singh,
trustees, UTD dated April 17, 1986, and 210,430 shares issuable upon
exercise of stock options held by Dr. Singh exercisable within 60 days of
April 1, 1997.
10.
11
(3) Includes 123,558 shares held of record by Sequoia Capital Growth Fund and
7,895 shares held of record by Sequoia Technology Partners III. Mr.
Russell is a general partner of Sequoia Capital, the general partner of
these funds. Mr. Russell disclaims beneficial ownership of these shares
except to the extent of his pro rata interest therein. Also includes
39,488 shares beneficially owned by the Russell 1988 Revocable Trust and
7,000 shares issuable upon exercise of stock options held by Mr. Russell
exercisable within 60 days of April 1, 1997.
(4) Includes 12,134 shares held of record by the Rubinfien Living Trust and
7,000 shares issuable upon exercise of stock options held by Mr.
Rubinfien exercisable within 60 days of April 1, 1997.
(5) Includes 70,226 shares issuable upon exercise of stock options held by Ms.
Holzman exercisable within 60 days of April 1, 1997. Ms. Holzman
resigned from the Company effective March 1997.
(6) Includes 63,625 shares issuable upon exercise of stock options held by Mr.
Jozoff exercisable within 60 days of April 1, 1997.
(7) Includes 72,500 shares issuable upon exercise of stock options held by Mr.
Covell exercisable within 60 days of April 1, 1997.
(8) Mr. Richeal resigned from the Company effective March 1997.
(9) Includes 430,781 shares issuable upon exercise of stock options held by
all officers and directors exercisable within 60 days of April 1, 1997.
See Notes (2) through (7) above.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company has entered into indemnity agreements with certain
officers and directors which provide, among other things, that the Company will
indemnify such officer or director, under the circumstances and to the extent
provided for therein, for expenses, damages, judgments, fines and settlements
that may be required to pay in actions or proceedings which the officer or
director may be a party by reason of their position as a director, officer or
other agent of the Company, and otherwise to the full extent permitted under
General Corporation Law of the State of Delaware and the Company's By-Laws.
See also "Employment Agreements".
11.
12
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.
CHEMTRAK INCORPORATED
By: /s/ Edward F. Covell
Edward F. Covell
President, Chief Executive
Officer, and Director
(Principal Executive Officer)
Date: April 29, 1997
12.