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MICROTEL INTERNATIONAL, INC.
FORM 10-K/A
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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ADDITIONS AND EXHIBITS TO FORM 10-K/A
ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
MICROTEL INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The current directors and executive officers of MicroTel are as follows:
Name Age Titles
- ---- --- ------
Carmine T. Oliva 54 Chairman of the Board of Directors,
President and Chief Executive Officer
David Barrett 45 Director
Laurence P. 59 Director
Finnegan, Jr.
Barry E. Reifler 46 Chief Financial Officer
Robert Runyon 71 Secretary and a
Director
Jack Talan 71 Director
CARMINE T. OLIVA was appointed Chairman of the Board, President and
Chief Executive Officer of the Registrant upon consummation of the merger with
XIT Corporation referred to and more fully described in Items 2 and 7 hereof
(the "Merger") on March 26, 1997. He has been the Chairman of the Board of
Directors, President and Chief Executive Officer of XIT since its founding in
1983. Prior thereto, he was Senior Vice President and General Manager, ITT Asia
Pacific Inc. from 1980 to 1983. Prior to that position, Mr. Oliva held a number
of other executive positions with ITT Corporation and its subsidiaries over an
eleven-year period. Mr. Oliva is the founder of XIT. Mr. Oliva attained the rank
of Captain in the United States Army and is a veteran of the Vietnam War.
DAVID BARRETT was appointed as a Director of the Registrant upon
consummation of the Merger on March 26, 1997. He has been a partner at Baldwin
Brothers, Inc., of Marion, Massachusetts, an investment advisory firm, since
January of 1982. He also serves as Chairman of the Finance Committee of Tobey
Health Systems, Inc., as a member of the Board of Advisors of Pell Rodman
Venture Partners LP of Boston, Massachusetts; as Trustee and Treasurer of
Friends Academy and on the Investment Committee of Tabor Academy.
LAURENCE P. FINNEGAN, JR. was appointed as a Director of the Registrant
upon consummation of the Merger on March 26, 1997. In addition to being a
director of XIT since 1985, Mr. Finnegan joined
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XIT as its Chief Financial Officer on a part-time basis in 1994. Mr. Finnegan
has held positions with ITT (1970-74) as controller of several divisions, Narco
Scientific (1974-1983) as Vice President Finance, Chief Financial Officer and
Executive Vice President, and Fischer & Porter (1986-1994) as Senior Vice
President, Chief Financial Officer and Treasurer. Since 1994, he has been a
principal of Gwyn Allen Ltd., Bethlehem, Pennsylvania, an executive
management consulting firm, and President of GA Pipe, Inc., a manufacturing
company based in Langhorne, Pennsylvania.
BARRY E. REIFLER has been the Chief Financial Officer of MicroTel since
February 9, 1996. From 1989 to 1995, Mr. Reifler was the Chief Financial Officer
of Kleer-Vu Industries, a publicly-traded manufacturer of photo storage
products, and was thereafter a consultant to Kleer-Vu until his appointment as
Vice-President and Chief Financial Officer of MicroTel. From 1978 to 1989, Mr.
Reifler, a Certified Public Accountant, was with the international public
accounting firm of Deloitte and Touche.
ROBERT RUNYON was appointed as a Director and Secretary of the
Registrant upon consummation of the Merger on March 26, 1997. He is the owner
and principal of Runyon and Associates, a human resources and business advisor
firm since 1990, and has served XIT both as a director and as consultant in the
areas of strategic development and business planning, organization, human
resources, and administrative systems. He also consults for companies in the
environmental products, marine propulsion systems and architectural services
sectors in these same areas. Mr. Runyon's experience from 1970 to 1978 includes
various executive positions with ITT Corporation including Vice President,
Administration of ITT Grinnell, a manufacturing subsidiary of ITT; from 1963 to
1970 as Vice President, Corporate Planning and Administration of BP Oil
Corporation, and director, organization and personnel for its predecessor,
Sinclair Oil corporation; and as Senior Vice President, Human Resources, The
Great A&P Tea Company from 1978 to 1980.
JACK TALAN has been a director of MicroTel since 1995 and was the
interim Chairman and Chief Executive Officer of MicroTel from November 15, 1996
until the appointment of Carmine T. Oliva as President and Chief Executive
Officer on March 26, 1997. Since March 1993, Mr. Talan has been a Director of
World Wide Collectibles, a public company which markets a system designed to
assure and protect the integrity of limited edition collectibles, and was the
President of that company until his resignation in December of 1996. Since 1990,
Mr. Talan has been the Principal and President of Jack Talan, Inc., a sales and
marketing consulting company. Additionally, Mr. Talan was the co-founder, a
major shareholder, director and Senior Vice President of Arista Corp., a
publisher and distributor of educational materials until it was sold in 1985.
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During the year ended December 31, 1996, and prior to consummation of
the Merger, the directors and officers of the Company were as follows:
Name Title
---- -----
Daniel E. Dror Chairman of the Board and
Chief Executive Officer
(through November 15, 1996)
Jack Talan Director; Interim Chairman and
Chief Executive Officer
(11/15/96-3/26/97)
William Lewisham Director (resigned 3/26/97)
Henry A. Mourad Director (resigned 3/26/97)
Barry E. Reifler Chief Financial Officer (since 2/9/96)
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF
1934.
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission and the NASDAQ Small Cap Market 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 ten-percent
shareholders are required by Securities and Exchange Commission 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, 1996, the
following Section 16(a) reports were not filed on a timely basis: Henry Mourad
- -- 3 reports, 5 transactions; William Lewisham -- 2 reports, 2 transactions;
Jack Talan -- 2 reports, 2 transactions and Barry Reifler -- 2 reports, 3
transactions.
ITEM 11. EXECUTIVE COMPENSATION.
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The Cash compensation paid by the Company during the year ended December 31,
1996 to its Chief Executive Officers and other executive officers earning salary
and bonus exceeding $100,000 is presented in the Summary Compensation Table
below.
SUMMARY COMPENSATION TABLE
Options/
Name and Principal Year Salary Bonus Other Annual Restricted SARs LTIP Payouts $ All Other
Position $ Compensation Stock Awards Shares Compensation
$ $ (5) $
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Jack Talan, Ended 12/31/96 (1) -0- 10,000 155,000
CEO, From 11/15/96
Ended 12/31/95 -0- 10,000 15,625 5,000
Daniel Dror, CEO, Ended 12/31/96 -0- (2) 25,000 966,846 (3)
Until 11/15/96
Ended 12/31/95 174,417 78,125 25,000
Six Months Ended 11,077 (2)
12/31/94
Henry Mourad, Ended 12/31/96 150,000 82,000
President
15,625
Ended 12/31/95 150,000 5,000
Six Months Ended 72,263 40,000
12/31/94
Ended 6/30/94 150,000 20,000
Jacques Moisset, VP Ended 12/31/96 173,106 12,000
(4)
Ended 12/31/95 181,132 48,000
Six Months Ended 76,478
12/31/94
Ended 6/30/94 139,132
(1) Jack Talan became Chairman and Chief Executive Officer on 11/15/96, upon
Daniel Dror's resignation. At that time, Mr. Talan was authorized $3,000
in fees for previous Board service and $2,500 per month in compensation
to serve as Chairman and Chief Executive. Mr. Talan received both the
back fees of $3,000 and two months of compensation totaling $5,000 in
restricted stock issued at a 20% discount to the market on the date of
issuance (for a value of $10,000).
(2) The Board of Directors awarded Daniel Dror $144,000 per year beginning
July 1, 1994. In 1994, Mr. Dror received four weeks payment of $11,077
and waived the remaining payments. In 1996, Mr. Dror waived all salary
payments.
(3) Upon his resignation on November 15, 1997, Mr. Dror was awarded a
severance package which included a) 50,000 shares of restricted stock
with a market value of $118,750, (b) options to acquire 250,000 shares
of common stock at an exercise price of $2.375 per share, and (c)
options to acquire 300,000 shares of common stock at $.01 per share. The
fair market value of the two option grants is estimated at $848,096
using the Black-Scholes Model as a computation methodology.
(4) Jacques Moisset is paid in French Francs, which are translated hereon at
annual average exchange rates.
(5) At 12/31/96, the number and value of the aggregate restricted stock
awards for the above named executives was Mr. Talan-5,000 shares valued
at $7,500; Mr. Dror-75,000 shares (including those noted in footnote 3
above) valued at $112,500; and Mr. Mourad-5,000 shares valued at $7,500.
The shares of Messrs. Talan and Mourad vest ratably over three years
beginning March 16, 1995, and Mr. Dror's shares all vested immediately
upon his resignation on 11/15/96.
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The following two tables depict stock option grants and exercises by
named executives for the year ended December 31, 1996 and the status of
outstanding stock options to them at December 31, 1996.
OPTIONS/SAR GRANTS GRANTED DURING THE YEAR ENDED DECEMBER 31, 1996
Potential Realizable
Value at Assumed
Annual Rates of Alternative to
Stock Price Appreciation (f) and (g)
Individual Grants for Option Term Grant Date Value
------------------------------------------------------- ------------------------ ----------------
(a) (b) (c) (d) (e) (f) (g) (h)
- -----------------------------------------------------------------------------------------------------------------------------
Name Options/SARs % of Total Exercise or Expiration 5% ($) 10%($) Grant Date
Granted (#) Options/SARs Base Price Date Present
Granted to ($/Sh) Value ($)
Employees in (3)
Fiscal Year
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Jack Talan 5,000 .3% 3.125 3-16-98 4,512
CEO 50,000 3.4% 2.00 12-31-96 23,474
100,000 6.7% 1.80 12-31-96 47,440
Daniel Dror, 25,000 (1) 1.7% 3.125 11-14-99 18,878
Former CEO 250,000 (2) 16.8% 2.375 11-14-01 288,236
300,000 (1) 20.1% .01 12-3-99 559,860
Henry Mourad 4,000 .3% 3.125 5-14-01 4,993
President 8,000 .5% 3.125 5-2-02 10,843
20,000 1.3% 3.125 7-1-98 16,216
50,000 3.4% 1.80 12-31-96 23,798
Jacques 2,000 .1% 3.125 8-23-00 2,439
Moisset, VP 4,000 .3% 3.125 5-14-01 5,214
6,000 .4% 3.125 5-2-02 1,895
(1) 10,000 options of the 25,000 option repricing and all of the 300,000
option grant were assigned to others by Mr. Dror.
(2) This option is exercisable only after Mr. Dror repays a certain
indebtedness to the Company approximating $211,000, which amount is due
in 5 annual installments and which may be repaid by surrendering the
options for value equivalent to the lesser of the future appreciation of
the underlying stock over the exercise price or $.50 per share.
(3) Grant date value was determined using a modified Black-Scholes pricing
model assuming no dividend yield, expected volatility of approximately
56%, risk-free rate of return 6.6%, and time of exercise generally at
2/3 of the remaining exercise period.
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AGGREGATED OPTION/SAR EXERCISES IN 1996
AND OPTION/SAR VALUES AT DECEMBER 31, 1996
(a) (b) (c) (d) (e)
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Name Shares Acquired Value Realized Number of Value of
on Exercise (#) ($) Securities Unexercised In-
Underlying the-money
Unexercised Options/SARs at
Options/SARs at 12/31/96 ($)
12/31/96 (#)
Exercisable/
Exercisable/ Unexercisable
Unexercisable
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Jack Talan CEO 105,556 43,750 5000/0 0/0
Daniel Dror 265,000/0 0/0
Former CEO (1)
Henry Mourad 50,000 22,500 72,000/0 0/0
President
Jacques Moisset 60,000/38,400 0/0
VP
(1) Does not include options assigned by Mr. Dror to others; of the options
assigned to others, 300,000 options were exercised in 1996 for value
realized of $484,500.
COMPENSATION OF DIRECTORS.
During the year ended December 31, 1996, there were no standard arrangements for
compensation of directors. However, on November 15, 1996, Mr. Talan was
authorized $3000 in fees for past service on the Board of Directors and $2,500
per month to serve as Chairman and Chief Executive Officer. Additionally, on
that date, Mr. Lewisham was authorized $15,000 for past Board service and $4,000
in expense reimbursement. Mr. Talan received his total fees for 1996 of $8,000
in restricted stock of the Company issued at a 20% discount to market (4,445
shares), and Mr. Lewisham received his in cash.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-
CONTROL ARRANGEMENTS.
Pursuant to an Employment Agreement dated April 12, 1994, as
amended, Henry A. Mourad is employed as President of CXR Telcom. The Agreement
provides for an annual salary of $150,000. The Agreement is for a rolling term
of two years, such that on April 1 of each year it shall have an unexpired term
of two years. In the event of a termination of his employment by the Company
without cause, or by Mr. Mourad for good cause (which does not include a change
of control), Mr. Mourad shall be entitled until the expiration date of the
employment agreement (that is, for up to two years) to receive his salary, an
annual amount equal to the average of the three highest annual incentive
compensation payments made to Mr. Mourad by the Company prior to such
termination, and medical care, pension and similar benefits comparable to those
furnished to Mr. Mourad at the time of such termination. In the event of a
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termination for cause, Mr. Mourad is entitled to salary and benefits only
through the date of termination.
Pursuant to an Employment Agreement dated July 1, 1995, Jacques
Moisset is employed as President of CXR S.A. for a term of three years at an
annual salary of 885,000 French Francs. There are no provisions in his
Employment Agreement for payments upon termination of employment or upon a
change in control.
Pursuant to an Employment Agreement dated February 9, 1996, as
amended, Barry E. Reifler is employed as the Chief Financial Officer of the
Company. The Agreement provides for a salary of $150,000 per annum. Pursuant to
the Agreement, Mr. Reifler is subject to certain benefits upon a change of
control if he determines within three months of the date of the change of
control that such change of control constitutes an adverse change in employment
circumstances. The Merger constituted a change of control as defined in this
agreement. As such, Mr. Reifler has until June 26, 1997 to determine whether
such change of control constitutes an adverse change in employment
circumstances. If so, Mr. Reifler will be required to give the Company three
months notice of his desire to terminate his employment as a result of the
change in control, and if such notice is given then at the end of such three
month period (i) the Company shall be required to continue salary payments to
Mr. Reifler based on an annual salary of $125,000 per year and other benefits he
currently receives for a period of two years (ii) the exercise price of a
certain 30,000 share option held by Mr. Reifler shall be deemed to be paid and
such stock shall be issued to Mr. Reifler as soon as practical (iii) a 10,000
share restricted stock award will vest immediately and (iv) the Company shall
make payments to Mr. Reifler to pay income tax liabilities associated with the
issuance of stock to Mr. Reifler as noted in (ii) and (iii) above.
Pursuant to an Employment Agreement dated January 1, 1996, Carmine
T. Oliva is employed as Chairman, President and Chief Executive Officer of XCEL
Corporation (now known as XIT Corporation ("XIT")) for a term of five years at
an annual salary of $250,000. The agreement is subject to automatic renewal for
three successive two year terms commencing on January 1, 2001, unless, during
the required notice periods as provided therein, either party gives written
notice of its desire not to renew. Mr. Oliva had deferred $104,000.00 in salary
prior to the effective date of the Agreement. This and any other Deferred Salary
shall be due and payable upon any Redesignation, as defined in the Agreement, of
Mr. Oliva by the Board, to offices or positions other than, or in addition to,
Chairman, President and Chief Executive Officer and a subsequent resignation by
Mr. Oliva due to such Redesignation. If any such Redesignation occurs during the
initial term of the Agreement, XIT shall pay Mr. Oliva his annual salary for
three years following the effective date of such resignation or until January 1,
2001, whichever is longer. In the event of Mr. Oliva's termination for cause,
XIT's obligation to pay any compensation, severance allowance, or other amounts
payable under the Agreement terminates on the date of such termination. In the
event of a termination without cause, Mr. Oliva shall be paid his annual salary
for two
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and one-half years following the effective date of such termination or until
January 1, 2001, whichever is longer. If such termination occurs during a
renewal period, Mr. Oliva shall be paid his annual salary through the expiration
of that particular renewal period as well as any and all other amounts payable
pursuant to the Agreement, including deferred salary. XIT may terminate the
Agreement upon thirty days written notice in the event of a merger or
reorganization of XIT in which the shareholders of XIT immediately prior to such
reorganization receive less than fifty percent of the outstanding voting shares
of the successor corporation. The Merger did not trigger the application of that
termination provision, since, pursuant to the Merger, the former shareholders of
XIT were issued approximately 6,199,215 shares of common stock of the Company or
approximately 65% of the issued and outstanding common stock.
REPORT ON REPRICING OF OPTIONS/SARS.
The following table depicts repricing of stock options to any executive officer
over the last ten fiscal years. The only such repricings were in the current
year ended December 31, 1996.
TEN YEAR OPTIONS/SAR REPRICINGS
(a) (b) (c) (d) (e) (f) (g)
Name Date Number of Market Exercise New Length of
Securities Price of Price at Exercise Original
Underlying Stock at Time of Price ($) Option Term
Options/SARs Time of repricing Remaining
Repriced or Repricing or at Date of
Amended (#) or Amendment Repricing
Amendment ($) or
($) Amendment
(months)
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Jack Talan, 8/15/96 5,000 3.125 5.00 3.125 19
CEO
Daniel Dror, 8/15/96 25,000 3.125 5.00 3.125 19
Former CEO
Henry Mourad 8/15/96 4,000 3.125 8.125 3.125 57
President 8/15/96 8,000 3.125 10.00 3.125 69
8/15/96 20,000 3.125 5.00 3.125 11
Jacques 8/15/96 2,000 3.125 10.00 3.125 48
Moisset VP 8/15/96 4,000 3.125 8.125 3.125 57
8/15/96 6,000 3.125 10.00 3.125 69
Barry E. 8/15/96 30,000 3.125 6.875 3.125 30
Reifler CFO
For an explanation of the current year's option repricing, see "Report of the
Compensation Committee."
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.
During the fiscal year ended December 31, 1996, the Compensation
Committee of the Board of Directors consisted of William Lewisham and Jack
Talan. From November 15, 1996 through the end of the fiscal year, Mr. Talan also
served as President and Chief Executive Officer of the Company. See
"Compensation of Directors" and Item 13,"Certain Relationships and Related
Transactions" for a description of certain transactions between the Company and
Messrs. Talan and Lewisham.
REPORT OF THE COMPENSATION COMMITTEE.
Prior to the Merger, the Compensation Committee of the Board of
Directors (The "Compensation Committee") was composed of the following two
independent non-employee directors: Jack Talan and William Lewisham. Mr.
Lewisham resigned from the Board on March 26, 1997 as a condition to the Merger.
From and after March 26, 1997, the Compensation Committee shall consist of
Robert Runyon and David A. Barrett (two independent non-employee directors).
COMPENSATION POLICIES. Policies governing the compensation of the
Company's executives are established and monitored by the Compensation
Committee. All decisions relating to the compensation of the Company's
executives during the year ended December 31, 1996 were made by the Compensation
Committee.
In administering its compensation program, the Compensation
Committee attempts to adhere to its belief that compensation should reflect the
value created for shareholders while supporting the Company's strategic goals.
In doing so, the compensation programs reflect the following themes:
1. The Company's compensation programs should be effective in
attracting, motivating, and retaining key executives.
2. There should be a correlation between the compensation awarded to
an executive, the performance of the company as a whole, and the executive's
individual performance (see the performance graph which follows for a
comparison of the Company's performance in relation to market indices).
3. The Company's compensation programs should provide to the
executives a financial interest in the Company similar to the interest of the
Company's shareholders; and
4. The Company's compensation program should strike an appropriate
balance between short and long-term performance objectives.
The Company's executives are compensated through a combination of
salary and grants of stock options under the Company's stock option plans. The
annual salaries of the executives are reviewed from time to time and adjustments
are made where necessary in order for the salaries of the Company's executives
to be competitive with the salaries paid by similar companies. Stock option
grants are considered by the Compensation Committee from time to time.
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The determinations of the compensation of both Mr. Dror and Mr.
Talan, during their period of service as Chief Executive Officer, was made in
accordance with these principles. The compensation of the Chief Executive
Officer will continue to be determined by these principles. Additionally, the
option repricings noted above were based on the above principles and were done
in order to maintain the relevance of prior stock-based compensation given the
then existing market price of the Company's Common Stock.
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COMPARISON OF 66 MONTH CUMULATIVE TOTAL RETURN*
AMONG MICROTEL INTERNATIONAL, INC., THE NASDAQ STOCK MARKET - US INDEX
AND THE NASDAQ TELECOMMUNICATIONS INDEX
MicroTel Nasdaq Stock Nasdaq
Measurement Period International, Inc. Market-US Telecommunications
6/91 100 100 100
6/92 100 120 120
6/93 35 151 185
6/94 50 153 184
12/94 42 163 186
12/95 77 231 244
12/96 18 284 249
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following table sets forth certain information regarding the
beneficial ownership of the Company's common stock as of March 31, 1997 by the
following: (i) each person who is beneficial owner of more than five percent
(5%) of the Company's outstanding common stock; (ii) each Director; (iii) each
of the named executive officers of the Company; and (iv) all Directors and
executive officers as a group.
Name and Address Number of Shares
of Beneficial Owner Beneficially Percent of Class(1)
Owned(1)
------------------- ----------------- -------------------
Capital Source 2,406,358 25.86
Partners(2)
c/o Gallagher,
Briody & Butler
212 Carnegie Center
Suite 402
Princeton, NJ 08540
BNZ, Inc. 638,650 6.86
310 East 4th Avenue
La Habra, CA 90631
Carmine T. Oliva 3,752,154(3) 40.32
4290 East Brickell
Street
Ontario, CA 91761
Laurence P. 132,349(4) 1.42
Finnegan, Jr.
3 Woods Lane
Ambler, PA 19002
Robert Runyon 327,302(5) 3.52
10 Eagle Claw Drive
Hilton Head, SC
29926
David A. Barrett 268,471(6) 2.89
7 Barnabas Road
Marion, MA 02738
Jack E. Talan 251,000(7) 2.70
26 E. 63rd, #11E
New York, NY 10021
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Name and Address Number of Shares
of Beneficial Owner Beneficially Percent of Class(1)
Owned(1)
------------------- ----------------- -------------------
Barry Reifler 40,000(8) *
3071 Green Fairway
Cove So.
Collierville, TN
38017
Elk International 1,445,000(9) 15.50
Corporation Limited
Post Office Box No.
3247
Nassau, Bahamas
Daniel Dror 1,445,000(10) 15.50
1412 North Blvd.
Houston, TX 77006
All executive 4,771,276 51.27
officers and
directors as a group
(6 persons)
*(less than 1%)
(1) Includes shares of MicroTel Common Stock underlying the warrants,
options and convertible securities outstanding and held by the
beneficial owner with respect to whom the calculation is made, but
does not include shares of Common Stock that may be acquired within
more than 60 days after April 1, 1997 upon the exercise or
conversion of such warrants, options or convertible securities.
(2) Capital Source partners ("CSP") is a New Jersey General Partnership.
Carmine T. Oliva is its Managing General Partner and has the
authority to vote all of the MicroTel shares owned by CSP. By Virtue
of his partnership interest in CSP, Mr. Oliva has the right to
receive 498,994 shares of MicroTel Common Stock out of the 2,406,358
owned by CSP. CSP intends to distribute such shares to its partners
within 60 days of the date hereof.
(3) Includes 2,406,358 shares which will be held by CSP upon
consummation of the Merger over which Mr. Oliva has sole voting
control and 746,016 shares issuable to Mr. Oliva upon the exercise
of MicroTel options and warrants.
(4) Includes 88,178 shares which will be issuable to Mr. Finnegan upon
the exercise of MicroTel options and warrants.
(5) Includes 98,266 shares held by CSP which CSP intends to distribute
to Mr. Runyon within 60 days of the date hereof, and 147,207 shares
which will be issuable to Mr. Runyon upon the exercise of MicroTel
options and warrants.
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(6) Includes 119,556 held by CSP which CSP intends to distribute to Mr.
Barrett or a trust of which Mr. Barrett is a trustee within 60 days
of the date hereof, and 91,807 shares which will be issuable to Mr.
Barrett upon the exercise of MicroTel options and warrants. Also
includes 10,886 shares held by various trusts of which Mr. Barrett
is the trustee.
(7) Includes 5,000 shares issuable to Mr. Talan upon the exercise of
MicroTel options, 5,000 shares authorized on March 16, 1995 to Mr.
Talan as an incentive award to be earned for continuing services
over a three-year period, 21,000 shares issued to Mr. Talan upon
completion of the Merger and a 150,000 share award authorized on
February 19, 1997 for past and future services to the Company.
(8) Includes 30,000 shares issuable upon the exercise of MicroTel
options.
(9) Includes 540,000 shares owned by Elk International Corporation
Limited, 750,000 shares issuable upon the exercise of MicroTel
options and 90,000 shares issuable upon the exercise of MicroTel
warrants. Also includes 50,000 shares owned by Daniel Dror and
15,000 shares issuable upon the exercise of MicroTel stock options
owned by Mr. Dror. See footnote 10 below.
(10) Includes 15,000 shares issuable upon the exercise of MicroTel stock
options, and the shares and shares underlying options and warrants
of Elk International Corporation Limited as set forth in footnote
(9) above. Elkana Faiwuszeiwicz, the President and control person
of Elk International Corporation Ltd. ("Elk"), is the brother of Mr.
Dror. Based upon information contained in Elk's Schedule 13D filed
with the Securities and Exchange Commission dated January 25, 1994,
Mr. Dror may be deemed a "control" person of Elk and Mr. Dror,
Daniel Dror & Company, Inc. ("DDC") and Elk may be deemed to
constitute a "group" as those terms are defined under the Securities
Act of 1933, as amended, and Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder. Mr.
Dror and DDC each disclaim any beneficial ownership in Elk and in
stock of the Company owned by Elk.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Daniel Dror was the Company's Chairman and Chief Executive Officer
from 1994 until his resignation on November 15, 1996. Elkana Faiwuszeiwicz, the
President and control person of Elk International Corporation Ltd. ("Elk"), is
the brother of Mr. Dror. Based upon information contained in Elk's Schedule 13D
filed with the Securities and Exchange Commission dated January 25, 1994, Mr.
Dror may be deemed a "control" person of Elk and Mr. Dror, Daniel Dror &
Company, Inc. ("DDC") and Elk may be deemed to constitute a "group" as those
terms are defined under the Securities Act of 1933, as amended, and Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder. Mr. Dror and DDC each disclaim any beneficial ownership in Elk and
in stock of the Company owned by Elk.
Pursuant to an agreement dated January 5, 1994, the Company issued
300,000 shares of the Company's common stock to the designees of DDC for
$600,000 (or $2.00 per share) including 210,000 shares to Elk. Additionally,
pursuant to the agreement, the Company issued to Elk warrants to purchase
100,000 shares for $2.50 per share, exercisable at any time prior to December
25, 1995. The Company also entered into a common stock purchase agreement with
DDC on March 10, 1994 whereby DDC, or its designee, was to acquire 1,260,000
shares of the Company's common stock for an aggregate of $2,520,000 (or $2.00
per share), payable in cash, or at the option of the Company, in cash, cash
equivalents, or marketable securities or any combination thereof. The
stockholders of the Company approved the common stock purchase agreement (the
Agreement) on April 16, 1994. The Agreement provided for a closing
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by June 30, 1994 contingent upon all conditions to closing being
fulfilled.
As permitted under the terms of the Agreement, the Board of
Directors on July 27, 1994 amended the Agreement, following claims by DDC and
its designee raised prior to June 30, 1994 that certain closing conditions had
not been satisfied. The amended Agreement required the Company to issue and sell
911,484 shares to Elk as designee of DDC, for an aggregate purchase price of
$1,882,967 (based on the previously agreed price of $2.00 per share), in cash,
cash equivalents or marketable securities. In September 1994, Elk tendered the
assignment of an interest-free promissory note in the amount of $805,555 secured
by shares of another public company and transferred a brokerage account to the
Company consisting of cash and common stock of $1,077,412 amounting to an
aggregate of $1,882,967 (the Company assumed the liability for certain financial
instruments amounting to $506,250 which were secured by the cash and common
stock investments in the brokerage account). Subsequent to this transfer, a loan
of $226,000 was made from the brokerage account to another entity controlled by
DDC which loan was payable with 15% interest on December 31, 1995. Although no
formal agreements were signed, DDC indicated its intent to reimburse the Company
for any loss resulting from the settlement of the financial instruments and
indebtedness from the related party. The acceptance of the consideration
received and subsequent loan were authorized by Daniel Dror in his capacity as
Chairman of the Company's investment committee prior to formal review by the
Board of Directors.
The Board of Directors subsequently reviewed the consideration
tendered under the amended Agreement and determined that it would be in the best
interests of the Company to accept payment from Elk with securities less likely
to experience significant fluctuations in value. On November 8, 1994 the Company
executed a second amendment to the Agreement dated October 16, 1994 with DDC
whereby the transactions under the previous amendment were effectively rescinded
and the Company agreed to issue and sell 668,725 shares to Elk as designees of
DDC, for the aggregate purchase price of $1,337,449 (or $2.00 per share) on or
before December 31, 1994.
In payment of the purchase price under the second amendment to the
Agreement, the Company accepted assignment of a promissory note payable to Elk
from a limited partnership in the aggregate amount of $1,444,444 payable on
December 31, 1995. The face amount of the promissory note includes the purchase
price of $1,337,449 plus $106,995, representing interest on the purchase price
at an interest rate of 8% per annum for the period commencing on December 31,
1994, through December 31, 1995. At a board meeting held in December 1995 the
Company agreed to accept $250,000 to extend the note to December 15, 1996 and
$100,000 as prepaid interest for the extension period. The $350,000 was
recognized as income in 1996 over the extension period of the note. As a result
of this agreement the Board extended the option period of the remaining 90,000
Elk warrants for two years. Payment of the promissory note
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was secured by escrowed shares of another public company and the shares issued
to Elk were being held in escrow and were to be delivered to Elk when the
promissory note had been fully satisfied.
In June 1996, Elk was given the right to make alternative cash
payment to the Company for the stock subscription through December 15, 1996
releasing shares from escrow at the price of $2.00 per share, and to receive a
corresponding assignment of proceeds from the promissory note when collected.
Elk made payments against the stock subscription aggregating $380,000 through
November 14, 1996, releasing 190,000 shares of common stock from the escrow.
On November 15, 1996, the Company and Elk entered into an agreement
pursuant to which Elk received (i) an option exercisable for a period of three
years to purchase 500,000 shares of Common Stock at an exercise price of $2.375
per share, (ii) the extension of an outstanding warrant to purchase 90,000
shares of Common Stock for three years, and (iii) the return to Elk of the
$1,444,444 promissory note. In exchange for the foregoing, the remaining shares
held in escrow by the Company and the subscription right were cancelled. The
costs of this settlement totalling $807,000, including the valuation of the
option grant of $700,000, was recorded in the fourth quarter of 1996.
Also on November 15, 1996, Mr. Daniel Dror resigned as Chairman and
Chief Executive Officer of the Company in anticipation of the pending merger
with XIT. Mr. Jack Talan, a director of the Company, was appointed interim
Chairman and Chief Executive Officer until consummation of the transaction.
Upon his resignation, Mr. Dror (or his designee) received as a
severance award for past service: (a) 350,000 shares of the Company's common
stock; (b) an extension of the exercise period to November 14, 1999 on options
he currently holds to purchase 25,000 shares of the Company's common stock; and
(c) options to purchase 250,000 shares of the Company's common stock at a price
of $2.375 per share. The latter options are exercisable for a period of 5 years,
but only after Mr. Dror repays a certain indebtedness to the Company of
approximately $211,000, which amount is due in 5 annual installments and which
may be repaid by surrendering the options for value equivalent to the lesser of
the future appreciation of the Company's common stock over the exercise price or
$.50 per option. On December 3, 1996, it was mutually agreed between the Company
and Mr. Dror to substitute an option to acquire 300,000 shares of the Company's
Common stock at an exercise price of $.01 per share for 300,000 shares of the
previous award and on December 23, 1996 these options were exercised. The
compensation expense associated with this grant of $560,000, as well as the
value of the 50,000 shares awarded of $119,000 and other costs totaling $82,000
related to the immediate vesting of previous stock based deferred compensation
to Mr. Dror and the settlement of certain amounts due the Company by Mr. Dror,
were recognized in the fourth quarter of 1996.
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Additionally, during 1996 and 1995, the Company granted 18,000 and
43,000 shares, respectively, as incentive stock awards principally to certain
directors and officers, which vest generally over a three-year period. The total
value of these shares based on the market price of the Company's common stock on
the date of grant totalled $192,000. Compensation expense recognized by the
Company for the awards totalled $106,000 and $46,000 for 1996 and 1995,
including amortization of related deferred compensation.
In October and November of 1996, the Company granted non-qualified
stock options to acquire approximately 156,000 shares of the Company's Common
Stock to certain officers at an exercise price equal to 80% of the market value
on the date of the grant. Compensation expense associated with these grants
approximated $48,000.
On February 19, 1997, in recognition of past and future services to
the Company, Mr. Talan was granted 150,000 restricted shares of the Company's
common stock with a market value as of that date of $337,500 ($2.25 per share).
On February 25, 1997 through March 5, 1997, Mr. Talan loaned the
Company an aggregate of $500,000. Such loans bear interest at the rate of 6% per
annum and were repaid on April 25, 1997.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant caused this amendment to report to be signed on its behalf by the
undersigned, thereunto duly authorized.
MICROTEL INTERNATIONAL, INC.
Date: April 30, 1997 By: /s/ Carmine T. Oliva
------------------------
Carmine T. Oliva
Chief Executive Officer
In accordance with the Securities Exchange Act of 1934, this report has been
signed by the following persons and in the capacities on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Carmine T. Oliva Chairman of the April 30, 1997
- ----------------------------- Board of Directors
Carmine T. Oliva
/s/ David A. Barrett Director April 30, 1997
- -----------------------------
David A. Barrett
/s/ Robert B. Runyon Director April 30, 1997
- -----------------------------
Robert B. Runyon
/s/ Barry E. Reifler Chief Financial April 30, 1997
- ----------------------------- Officer (Principal
Barry E. Reifler Accounting and
Financial Officer)
/s/ Laurence P. Finnegan, Jr. Director April 30, 1997
- -----------------------------
Laurence P. Finnegan, Jr.
/s/ Jack E. Talan Director April 30, 1997
- -----------------------------
Jack E. Talan
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