SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A-2
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 (FEE REQUIRED)
For the fiscal year ended September 30, 1997 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _________________ to ____________________
Commission file number 0-20506
BKC SEMICONDUCTORS INCORPORATED
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2883532
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6 LAKE STREET, LAWRENCE, MASSACHUSETTS 01841
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including
area code: (978) 681-0392
Securities registered pursuant to
Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, NO 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 Exchange Act
of 1934 during the preceding 12 months (or for, such shorter period that the
registrant was required to filed 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
amendment to this Form 10-K.[X]
The aggregate market value of the registrant's Common Stock held by
non-affiliates of the registrant, based upon the closing sale price of the
Common Stock on December 19, 1997, was approximately $6,701,158 on the
Nasdaq SmallCap Market System. The number of shares held by non affiliates
was 639,971. Shares of Common Stock held by each officer and director and by
each person who owns 5% or more of the outstanding Common Stock have been
excluded in that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive
determination for other purposes.
The number of outstanding shares of the registrant's Common Stock on
December 19, 1997, was 1,276,411.
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ITEM 3. LEGAL PROCEEDINGS
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See "Environmental Matters" under Item 1.
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PART III
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ITEM 10. EXECUTIVE OFFICERS AND DIRECTORS OF REGISTRANT
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The executive officers and directors of the Company and their ages as
of September 30, 1997, are as follows:
NAME AGE POSITIONS HELD WITH COMPANY
---- --- ---------------------------
Albert A. Magdall 62 Chairman, Director
James R. Shiring 56 President, CEO, Director
John L. Campbell 63 Strategic Marketing and Distribution,
Clerk, Director
William J. Kady 57 Vice President of Quality, Director
Gerald T. Billadeau 55 Director
W. Randle Mitchell, Jr. 63 Director
Thomas M. Cunneen 37 Vice President Marketing and Sales
Bryan A. Schmidt 45 CFO, Treasurer
Messrs. Billadeau, Kady and Campbell founded the Company in 1985. Mr.
Billadeau served as the Company's President and Chief Executive Officer from
1985 through July of 1995.
Mr. Magdall has been a Director since November 1994 and Chairman of the
Board since May 1995. From July 1995 to March 1996, Mr. Magdall served as
interim President and Chief Executive Officer of the Company. Prior to his
retirement in 1993, Mr Magdall held in 1992 and 1993 the position of Senior Vice
President of Genicom Corporation (Nasdaq), a company involved in the manufacture
and sales of computer printers.
Mr. Shiring joined BKC as its President and Chief Executive Officer and
a Director in March 1996. From 1993 to 1995, Mr. Shiring was Managing Director
of Clare Europe, a unit of CP Clare, a worldwide manufacturer of electronic
components, and, from 1992 to 1993, Chief Operating Officer of the parent
company of CP Clare. Mr. Shiring's professional background covers 33 years of
progressive global experience in the electronics industry with the focus on
semiconductor components. His prior professional experience had been with
Westinghouse, Varian, Semicon, Teledyne, and Theta-J Corporation, the forerunner
to CP Clare Corporation.
Mr. Billadeau has been a Director since the founding of the Company in
1985. Prior thereto he served as Vice President and Controller of the ITT
Semiconductors Division of ITT from 1980 to 1985. Mr. Billadeau left BKC June,
1996 and has been the CFO since June, 1996, at Riverside Millwork Company in
Concord NH, a company servicing the construction industry.
Mr. Kady has been Vice President of Quality and a Director since the
founding of the Company in 1985. Prior thereto, he served in various capacities
in the ITT Semiconductors Division of ITT, primarily in the areas of
engineering, quality and reliability.
Mr. Campbell has been Director of Strategic Marketing and Distributor
Sales, as well as a Director of the Company since the founding of the Company in
1985. Prior thereto, he held a number of sales and marketing positions in the
ITT Semiconductors Division of ITT, lastly as Eastern Regional Sales Manager.
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Mr. Mitchell has been a member of the Board since 1994, and has been
Chairman of the Board of Learning Services Corporation (a privately held company
specializing in post-acute acquired brain injury rehabilitation) since 1994. He
served as President and Chief Executive Officer and a director of Amoskeag
Company (Nasdaq) from 1992 to 1994, and as its Chief Financial Officer from 1979
to 1991. He also served as Executive Vice President and Chief Financial Officer
of Amoskeag's 80% controlled subsidiary, Fieldcrest Cannon, Inc. (NYSE), from
1985 to 1990. Mr. Mitchell has also served as Chairman of the Board of the
Bangor and Aroostook Railroad, a subsidiary of Amoskeag Company, as a director
and Chairman of the Audit Committee of the Keesville National Bank (New York),
and as a director of Fanny Farmer Candy Shops, Inc., Boston Bancorp and the
South Boston Savings Bank.
Mr. Cunneen joined BKC as its Vice President of Sales and Marketing in
May 1996. Prior to joining BKC, Mr. Cunneen was Vice President, Field Operations
of CP Clare, a worldwide manufacturer of electronic components, from 1992 to
1996. Mr. Cunneen's professional background covers fourteen years of progressive
global experience in the electronics industry with the focus on semiconductor
components. His prior professional experience has been with Sprague, Sigma
Instruments and Theta-J Corporation, the forerunner to CP Clare Corporation for
the past ten years.
Mr. Schmidt joined BKC as its Controller in June 1996 and was elected
treasurer and CFO in March, 1997. Mr. Schmidt's professional training includes
degrees of BS and MBA in Finance from Northeastern University and progressive
financial management experience within manufacturing concerns for the last
twenty years. Prior to joining BKC, Mr. Schmidt was Controller and CFO for Gare,
Inc., a manufacturer of products for the ceramics industry, from 1991 to June
1996.
All directors hold office until the next annual meeting of stockholders
and until their successors have been elected. The officers of the Company are
elected annually and serve at the discretion of the Board of Directors of the
Company. There are no family relationships among any of the directors and
executive officers of the Company.
The Company's outside directors, Messrs. Mitchell, Billadeau, and
Magdall serve on the Audit and Compensation Committees.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors and persons who own more than ten percent of
its common stock to file reports with the Securities and Exchange Commission
disclosing their ownership of stock in the Company and changes in such
ownership. Copies of such reports are also required to be furnished to the
Company. Based solely on a review of the copies of such reports received by it,
the Company believes that during fiscal 1997, all such filing requirements were
complied with.
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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.
BKC Semiconductors Incorporated
Date: March 23, 1998 /s/ James R. Shiring
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By: James R. Shiring, President and Chief Executive
Officer, Director, Principal 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 dates indicated.
Date: March 23, 1998 /s/ James R. Shiring
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James R. Shiring, President and Chief Executive
Officer, Director, Principal Executive Officer
Date: March 23, 1998 /s/ Bryan A. Schmidt
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Bryan A. Schmidt, CFO, Treasurer, Principal
Financial and Accounting Officer
Date: March 23, 1998 /s/ John L. Campbell
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John L. Campbell, Strategic Marketing and
Distribution, Clerk, Director
Date: March 23, 1998 /s/ William J. Kady
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William J. Kady, Vice President Quality, Director
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Date: March 23, 1998 Albert A. Magdall, Chairman, Director
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Date: March 23, 1998 W. Randle Mitchell, Jr., Director
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Date: March 23, 1998 Gerald T. Billadeau, Director