UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-1
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH 31, 1999
[ ] 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 0-29416
UNIFAB INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
LOUISIANA 72-1382998
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
5007 Port Road
NEW IBERIA, LA 70562
(Address of principal executive offices) (Zip Code)
(318) 367-8291
(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, $0.01 PAR VALUE PER SHARE
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K. ____
The aggregate market value of the voting stock held by nonaffiliates of the
registrant at June 30, 1999 was approximately $16.9 million.
The number of shares of the registrant's common stock, $0.01 par value per
share, outstanding at June 30, 1999 was 6,665,369.
DOCUMENTS INCORPORATED BY REFERENCE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
IDENTIFICATION
The following table sets forth as of July 1, 1999, for each of our
directors and each of our executive officers, the age, position, and principal
occupation and employment during the past five years of each such person, any
family relationships among such persons, and, if a director, each person's
directorships in other public corporations and the year that he was first
elected a director of our company or its predecessor. All executive officers
serve at the pleasure of our board of directors.
Principal Occupation, Directorships in Director
Name and Age Other Public Corporations, and Family Relationships Since
- ------------ --------------------------------------------------- -----
Dailey J. Berard, 69............ Mr. Berard is the founder of our company. Mr. Berard 1980
serves as the Chairman of our Board, our President and
Chief Executive Officer. Mr. Berard is a brother of
David J. Berard.
David J. Berard, 53................ Mr. Berard serves as our Vice-President-Domestic Sales. N/A
Mr. Berard served as our Secretary until 1995. Mr.
Berard is a brother of Dailey J. Berard.
Charles E. Broussard, 74........... Mr. Broussard is a director of our company. Mr. 1980
Broussard is also Chairman of the Board and Chief
Executive Officer of Flying J. Ranch, Inc., a Louisiana
cattle and rice farm.
William A. Hines, 62............ Mr. Hines is a director of our company. Mr. Hines is 1998
also Chairman of the Board and President of Nassau
Holding Corporation, a manufacturer of couplings for
oilfield tubular goods and distributor of oilfield
tubular goods, and a director of Whitney Holding
Corporation, a regional bank holding company.
Peter J. Roman, 48................ Mr. Roman serves as our Vice President, Chief Financial N/A
Officer, and Secretary. Mr. Roman was a senior manager
of Ernst & Young LLP, independent public accountants,
until 1997.
Perry Segura, 69.............. Mr. Segura is a director of our company. Mr. Segura is 1980
an architect and real estate developer. Mr. Segura has
served as Chairman of the Board of Supervisors of
Louisiana State University since 1997, and was Vice
Chairman of that board from 1996 to 1997.
George C. Yax,58.............. Mr. Yax is a director of our company. Mr. Yax was also 1997
a co-founder of Ceanic Corporation (previously, American
Oilfield Divers, Inc.), a provider of subsea products
and services to the offshore oil and gas industry, and
served as its Chairman of the Board until its sale in
August, 1998.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers, controller and the beneficial owners of more than 10% of
our common stock to file certain beneficial ownership reports with the
Securities and Exchange Commission. Mr. Broussard, a director of our company,
failed to report timely six transactions on two statements on Form 4 in fiscal
1999; all transactions were reported late on a statement on Form 4 filed in
fiscal 1999. In 1998, Mr. Hines, a director of our company, filed a late
statement on Form 3 reporting one holding. Mr. Segura, a director of the
Company, failed to report six transactions on three statements on Form 4 in
fiscal 1998, a statement on Form 5 for fiscal 1998, or a statement on Form 5
for fiscal 1999. Mr. Segura also failed to report timely four transactions on
four statements on Form 4 in fiscal 1999 or a statement on Form 5 for fiscal
1999.
ITEM 11. EXECUTIVE COMPENSATION
EXECUTIVE OFFICER COMPENSATION
The following table provides you with information about the compensation we
paid in fiscal 1999, 1998 and 1997 to our Chief Executive Officer and our other
executive officers.
SUMMARY COMPENSATION TABLE
Annual Compensation Securities
Fiscal ------------------- Underlying All Other
Name and Principal Position Year Salary Bonus Options(#) Compensation(1)
- --------------------------- ---- ------ ----- ---------- ---------------
Dailey J. Berard 1999 $ 180,000 $ 75,600 30,000 $ 3,600
President and Chief Executive Officer 1998 206,681 429,120 65,000 8,276
1997 125,449 50,015 0 9,530
David J. Berard 1999 83,006 35,700 15,000 2,490
Vice President-Domestic Sales 1998 66,588 48,339 8,000 1,746
1997 63,416 0 0 1,746
Peter J. Roman(2) 1999 90,000 37,800 20,000 1,350
Vice President and Chief Financial Officer 1998 61,038 37,375 4,000 0
__________
(1)Comprised of our contributions to our 401(k) Plan and interest, at the prime
rate as quoted by the Chase Manhattan Bank from time to time, earned on
deferred bonus compensation:
Interest on Deferred
Name Fiscal Year Plan Contributions Compensation
- ---- ----------- ------------------ --------------------
Dailey J. Berard 1999 $ 3,600 $ 0
1998 3,219 5,057
1997 3,453 6,077
David J. Berard 1999 2,490 0
1998 1,746 0
1997 1,746 0
Peter J. Roman 1999 1,350 0
1998 0 0
(2)Mr. Roman began employment with us in July 1997.
EMPLOYEE STOCK OPTION GRANTS
The following table sets forth information with respect to all stock options
that we granted in fiscal 1999 to each of our executive officers named in the
Summary Compensation Table.
OPTION GRANTS IN FISCAL 1999
Grant
Individual Grants Date Value
- ----------------------------------------------------------------------------------------------------------------------
Number of
Securities % of Total
Underlying Options Granted Exercise or Grant Date
Options to Employees in Base Price Expiration Present
Name Granted (#)(1) Fiscal 1999 ($/SH) Date Value$(2)
- ---- ---------------- ---------------- ----------- ---------- -----------
Dailey J. Berard.......... 30,000 10% $7.50 12/03/08 $102,000
David J. Berard........... 15,000 5% 7.50 12/03/08 57,000
Peter J. Roman............ 20,000 7% 7.50 12/03/08 68,000
(1)Each of the stock options that we granted in fiscal 1999 to our executive
officers will become exercisable over a three-year period beginning on the
grant date. The stock options will become immediately exercisable in their
entirety if (a) under certain circumstances, any individual, entity or group
acquires beneficial ownership of more than 30% of our outstanding shares of
common stock; (b) under certain circumstances, the composition of our board
of directors is changed; (c) under certain circumstances, our shareholders
approve of a reorganization, merger or consolidation, or sale or other
disposition of all or substantially all of our assets; or (d) our
shareholders approve of a complete liquidation or dissolution of our
company. Our compensation committee also has the authority to take several
actions regarding outstanding stock options upon the occurrence of any of
the events described above, including requiring that outstanding stock
options remain exercisable only for a limited time, providing for mandatory
conversion of outstanding stock options in exchange for either a cash
payment or certain securities, making equitable adjustments to stock options
or providing that outstanding stock options will become options relating to
securities to which a participant would have been entitled in connection
with any of the events described above if the stock options had been
exercised.
(2)We used the Black-Scholes option pricing model to determine the grant date
present value of the stock options that we granted in fiscal 1999 to our
executive officers. Under the Black-Scholes option pricing model, the grant
date present value of each stock option referred to in the table was
calculated to be $3.40. We used the following facts and assumptions in
making such calculation: (a) an exercise price of $7.50 for each such stock
option; (b) a fair market value of $7.50 for one share of common stock on
the date of grant; (c) no dividend payments on our common stock; (d) a stock
option term of 10 years; (e) a stock volatility of 79.7%, based on an
analysis of monthly closing stock prices of shares of our common stock
during a 2 1/2 -month period; and (f) an assumed risk-free interest rate of
4.69%, which is equivalent to the yield on a two-year treasury note on the
grant date. We applied no other discounts or restrictions related to
vesting or the likelihood of vesting of stock options. We multiplied the
resulting grant date present value of $3.40 for each stock option by the
total number of stock options granted to each of our executive officers to
determine the total grant date present value of such stock options granted
to each of our executive officers.
OUTSTANDING EMPLOYEE STOCK OPTIONS
The following table provides you with information about all outstanding
stock options held by each of our executive officers as of March 31, 1999.
None of our executive officers exercised stock options in fiscal 1999.
AGGREGATED OPTIONS AS OF MARCH 31, 1999
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money Options
Options AT 3/31/99 (#) at 3/31/99(1)
----------------------------------------------------------------
Exercisable/Unexercisable Exercisable/Unexercisable
------------------------- -------------------------
Dailey J. Berard..................................... 53,333/41,667 6,250/12,500
David J. Berard...................................... 10,333/12,667 3,125/ 6,250
Peter J. Roman....................................... 9,333/14,666 4,167/ 8,333
(1)Based on the difference between the closing sales price of our common stock
of $8.125 on March 31, 1999, as reported by the Nasdaq National Market and
the exercise price of such options.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the last fiscal year, Messrs. Broussard and Yax served on our
compensation committee. No member has ever served as an officer or employee of
our company or any of our subsidiaries. In fiscal 1999, none of our executive
officers served as a director or member of the compensation committee of
another entity, any of whose executive officers served on our board of
directors or on our compensation committee.
DIRECTOR COMPENSATION
Each director who is not also an employee of the company receives an annual
fee of $12,000 for his services as a director. We reimburse all directors for
reasonable out-of-pocket expenses incurred in attending board and committee
meetings.
In addition, in each year during which our long-term incentive plan is in
effect and a sufficient number of shares are available under the plan, on the
day of each annual meeting of shareholders, each non-employee director will
receive an option to purchase no more than 2,500 shares of common stock at an
exercise price equal to the fair market value of our common stock on such date.
The compensation committee determines the exact number of shares subject to the
option. Each stock option will become fully exercisable on the date of its
grant and will expire ten years from the date of grant, unless the non-employee
director ceases to be a director. In that case, the exercise period will be
shortened. In accordance with this arrangement, on August 28, 1998, we granted
each non-employee director an option to buy 2,500 shares of our common stock at
an exercise price of $8.75, the fair market value of our common stock on that
date.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of July 1, 1999, certain information
regarding beneficial ownership of our common stock by (1) each of our directors
as of that date, (2) each of our executive officers as of that date, (3) all of
our directors and executive officers as a group, and (4) the other shareholder
known by us to be the beneficial owner of more than 5% of our outstanding
common stock, determined in accordance with Rule 13(d)(3) under the Securities
Exchange Act of 1934. Unless otherwise indicated, we believe that the
shareholders listed below have sole investment and voting power with respect to
their shares based on information furnished to us by such shareholders.
Number of Shares Percent of
Name of Beneficial Owner Beneficially Owned(1) Outstanding Common Stock
- ------------------------ --------------------- ------------------------
Dailey J. Berard...................................... 495,374(2) 7.2%
David J. Berard....................................... 42,383(3) *
Charles E. Broussard.................................. 416,934(4) 6.1%
William A. Hines...................................... 702,500 10.3%
Peter J. Roman........................................ 12,195 *
Perry Segura.......................................... 449,035(5) 6.7%
George C. Yax......................................... 15,000 *
All directors and executive officers as a group
(9 persons)........................................... 2,138,863 30.9%
Kalmar Investments Inc................................ 299,700(6) 4.4%
* Less than one percent.
(1) Includes shares that could be acquired within sixty days after July 1,
1999, upon the exercise of options granted pursuant to our stock option
plan, as follows: Dailey J. Berard, 75,000 shares; David J. Berard, 13,000
shares; Mr. Broussard, 5,000 shares; Mr. Hines, 2,500 shares; Mr. Roman,
10,666 shares; Mr. Segura, 5,000 shares; Mr. Yax, 5,000 shares; all
directors and executive officers as a group, 116,166 shares.
(2) Includes 5,700 shares owned by Dailey J. Berard's spouse. His address
is c/o UNIFAB International, Inc., 5007 Port Road, New Iberia, Louisiana
70562.
(3) Includes 300 shares owned by David J. Berard's children.
(4) Includes 151,900 shares owned by a company controlled by Mr. Broussard,
254,534 shares owned by a limited liability company controlled by Mr.
Broussard and 500 shares owned by his spouse. His address is 23604 South
Louisiana Highway 82, Kaplan, Louisiana 70548.
(5) Includes 373,591 shares owned by a company controlled by Mr. Segura. His
address is Post Office Box 13410, New Iberia, Louisiana 70562.
(6) Kalmar Investments Inc. has sole investment power but no voting power over
all 299,700 shares. Its address is Barley Mill House, 3701 Kennett Pike,
Greenville, Delaware 19807.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In July 1998, we acquired all the capital stock of Allen Tank, Inc. and
LATOKA USA Inc. by means of mergers of those corporations with our
subsidiaries. William A. Hines, who became a director of our company in
satisfaction of a condition to the completion of the acquisitions, was a
director and executive officer of Allen Tank and LATOKA and owned 70% of the
capital stock of Allen Tank and approximately 89% of the capital stock of
LATOKA.
Each shareholder of Allen Tank and LATOKA received shares of our common
stock, or the equivalent fair market value in cash, for his shares of Allen
Tank stock and LATOKA stock. In exchange for his Allen Tank shares, Mr. Hines
obtained a total of 630,000 shares of our common stock, and in exchange for his
LATOKA shares, Mr. Hines received 70,000 shares of our common stock. We
determined the consideration we paid for the outstanding shares of Allen Tank
and LATOKA together with the shareholders of Allen Tank and LATOKA in arm's
length negotiations.
In connection with the acquisitions of all the capital stock of Allen Tank
and LATOKA, we granted to each of the Allen Tank and LATOKA shareholders,
including Mr. Hines, a one-time limited right to include all or a portion of
his shares of our common stock in a registration statement otherwise being
filed by us to register the sale of our common stock under the Securities Act
of 1933. We have agreed to pay all the expenses of any such registration,
other than underwriting fees, discounts and commissions. In addition, we
granted Mr. Hines a one-time limited right to require us to register all or a
portion of his shares of common stock under the Securities Act. Mr. Hines has
agreed to pay all the expenses of such demand registration up to $200,000, and
we have agreed to pay all the expenses, other than underwriting fees, discounts
and commissions, in excess of $200,000. In consideration of the Allen Tank
acquisition, Mr. Hines agreed that, during his initial term as a member of our
board of directors (which will expire in 2000), he will not, without our
consent, sell or dispose of any of his shares of our common stock except in a
registered offering in accordance with his registration rights or by gift to a
donee who agrees to be bound by the same restrictions.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to
Annual Report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized, on July 29, 1999.
UNIFAB International, Inc.
(Registrant)
By: /S/ DAILEY J. BERARD
-------------------------------------
Dailey J. Berard
President and Chief Executive Officer
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 date indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/S/ DAILEY J. BERARD Chairman of the Board, President and July 29, 1999
- ----------------------------
Dailey J. Berard Chief Executive Officer (Principal
Executive Officer)
/S/ PETER J. ROMAN Vice President and Chief Financial July 29, 1999
- ---------------------------- Officer
Peter J. Roman (Principal Financial and Accounting
Officer)
/S/ CHARLES E. BROUSSARD Director July 29, 1999
- ----------------------------
Charles E. Broussard
/S/ WILLIAM HINES Director July 29, 1999
- ----------------------------
William Hines
/S/ PERRY SEGURA Director July 29, 1999
- ----------------------------
Perry Segura
/S/GEORGE C. YAX Director July 29, 1999
- ----------------------------
George C. Yax