SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A AMENDMENT NO.2*
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE PAID PREVIOUSLY]
For the fiscal year ended June 30, 1996.
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: 0-22730
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COMMUNICATIONS CENTRAL INC.
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(Exact name of registrant as specified in its charter)
GEORGIA 58-1804173
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(State or other jurisdiction of (I.R.S. Employer Identification
No.)
incorporation or organization)
1150 NORTHMEADOW PARKWAY, SUITE 118, ROSWELL, GEORGIA 30076
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 442-7300
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Securities registered pursuant to Section 12(b) of the Act: NONE
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Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.01 PAR VALUE
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(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 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. [_]
Aggregate market value of the voting stock held by non-affiliates of the
Registrant as of December 4, 1996: $41,625,072.50.
Number of shares of Common Stock outstanding as of December 4, 1996:
6,054,556.
* The purpose of this Amendment No. 2 on Form 10-K/A to the Annual Report on
Form 10-K (the "Report") of Communications Central Inc., ("CCI or the "Company")
is to amend Items 11 and 12 of the Report.
ITEM 11. EXECUTIVE COMPENSATION.
--------------------------------
TABLE I - SUMMARY COMPENSATION TABLE
The following table sets forth certain information required by the
SEC relating to various forms of compensation awarded to, earned by or paid
to all individuals serving as the Company's Chief Executive Officer during
fiscal 1996 and one additional officer who earned more than $100,000
during fiscal 1996 but was not serving as an executive officer at the end
of fiscal 1996. Such executive officers are hereinafter referred to as the
Company's "Named Executive Officers."
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
--------------------- -------------
SECURITIES
UNDERLYING ALL OTHER
FISCAL SALARY BONUS OPTIONS/SARS COMPENSATION
NAME AND POSITION YEAR ($) ($) (#) ($)
- ----------------- ------ --- --- ------------- -------
RODGER L. JOHNSON 1996 152,000 -- 500,000/1/ 2,010/2/
President and Chief
Executive Officer
RICHARD W. OLIVER /3/ 1996 46,970 -- 4,972 --
Interim Chief Executive Officer 1995 28,030 25,000 1,693 --
1994 -- 16,197 --
PETER A. SCHOBER /4/ 1996 20,000/5/ -- 6,810 30,000/5/
Interim Chief Executive Officer 1995 -- -- 1,423 --
1994 -- -- 1,423 --
R. WARREN OLDHAM 1996 105,507/6/ -- -- --
Vice President - Sales 1995 173,266/6/ -- 7,000 --
1994 134,500/6/ 12,000 10,000 --
_________________________
/1/ The option granted to Mr. Johnson vested as to 74,999 shares on
November 6, 1996 and vests as to 225,001 shares in monthly
increments beginning on December 1, 1996 and continuing through
November 1, 1999. The option vests as to the remaining 200,000
shares if the price of the Company's Common Stock reaches and
maintains certain established target levels or on November 6, 2000
if Mr. Johnson is still employed by the Company. The option
terminates on November 6, 2005 or, if earlier, three months after
the termination of Mr. Johnson's employment, except in the case of
his disability or death, in which cases the option terminates one
year after Mr. Johnson's retirement from the Company or his death,
respectively.
/2/ Represents payment for a life insurance policy on behalf of Mr.
Johnson.
/3/ Mr. Oliver served as the Company's Interim Chief Executive Officer
at the beginning of fiscal 1996 (through August 31, 1995). Because
he served in such capacity during fiscal 1996, he is required to be
shown in the table above.
/4/ Mr. Schober served as the Company's Interim Chief Executive Officer
from September 1, 1995 through November 6, 1996. Because he served
in such capacity during fiscal 1996, he is required to be shown in
the table above.
/5/ Represents compensation for services rendered on behalf of the
Company, related to the recruitment of the Company's Chief Executive
Officer and Mr. Schober's services as Interim CEO.
/6/ Includes sales commissions in the amounts of $43,174, $93,266 and
$54,500 earned in fiscal 1996, 1995 and 1994, respectively. Mr.
Oldham's employment with the Company ended on April 15, 1996.
TABLE II - OPTION GRANTS IN FISCAL 1996
The following table presents information regarding options to
purchase shares of the Company's Common Stock granted to the Company's
Named Executive Officers during fiscal 1996. The Company has no outstanding
stock appreciation rights ("SARs"). In accordance with SEC rules, the table
shows the hypothetical "gains" or "option spreads" that would exist for the
respective options based on assumed rates of annual compound stock price
appreciation of 5% and 10% from the date the options were granted over the
full option term.
Potential Realizable
Individual Grants Value at Assumed Annual
--------------------
No. of % of Total Rates of Stock Price
Securities Options Exercise Appreciation for the
Underlying Granted to or Base Option Term
-----------------
Options Employees Price Expiration 5% 10%
Name Granted During Year ($/Share) Date ($) ($)
- ---- ------- ----------- -------- ------ ---- -----
Mr. Johnson 500,000 /1/ 76% $6.50 11/06/05 5,293,908 8,429,663
Mr. Oliver 4,972 /2/ /3/ $4.63 7/01/05 37,498 59,709
Mr. Schober 6,810 /2/ /3/ $4.63 7/01/05 51,360 81,782
Mr. Oldham N/A N/A N/A N/A N/A N/A
/1/ The option granted to Mr. Johnson vested as to 74,999 shares on
November 6, 1996 and vests as to 225,001 shares in monthly
increments beginning on December 1, 1996 and continuing through
November 1, 1999. The option vests as to the remaining 200,000
shares if the price of the Company's Common Stock reaches and
maintains certain established target levels or on November 6, 2000
if Mr. Johnson is still employed by the Company. The option
terminates on November 6, 2005 or, if earlier, three months after
the termination of Mr. Johnson's employment, except in the case of
his disability or death, in which cases the option terminates one
year after Mr. Johnson's retirement from the Company or his death,
respectively.
/2/ All of these options were fully exercisable on July 1, 1996.
/3/ All of the options granted to Mr. Oliver and Mr. Schober were
granted to them in their capacity as a director pursuant to
elections made by Mr. Oliver and Mr. Schober to receive compensation
for services as a director in stock options instead of cash pursuant
to the Communications Central Inc. Stock Option Plan for Directors.
Because such options were granted for services as a director, they
are not shown as a percentage of the options granted as compensation
to employees.
TABLE III - AGGREGATED OPTION EXERCISES IN FISCAL 1996 AND
YEAR-END OPTION VALUES FOR SUCH FISCAL YEAR
The following table presents information regarding options exercised
for shares of the Company's Common Stock during fiscal 1996 and the value
of in the money unexercised options held at June 30, 1996. The Company had
no SARs outstanding during fiscal 1996.
NUMBER OF VALUE OF UNEXERCISED
SHARES UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED VALUE OPTIONS AT AT YEAR-END
ON EXERCISE REALIZED YEAR-END (#)/1// ($)/2//
---------------- -------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- --- --- ----------- ------------- ----------- -------------
Mr. Johnson 0 $0.00 0 500,000/3/ $0 $625,000
Mr. Oliver 0 $0.00 22,862 0 $71,329.44 $0
Mr. Schober 0 $0.00 9,656 0 $30,126.72 $0
Mr. Oldham 0 $0.00 0 0 $0 $0
/1/ Includes options granted prior to fiscal 1996.
/2/ The value of unexercised in-the-money options at June 30, 1996 is
calculated as follows: [(Per Share Closing Sale Price on June 30,
1996) - (Per Share Exercise Price)] x Number of Shares Subject to
Unexercised Options. The closing sale price reported by the NASDAQ
National Market of the Company's Common Stock for June 30, 1996 was
$7.75 per share.
/3/ The option granted to Mr. Johnson vested as to 74,999 shares on
November 6, 1996 and vests as to 225,001 shares in monthly
increments beginning on December 1, 1996 and continuing through
November 1, 1999. The option vests as to the remaining 200,000
shares if the price of the Company's Common Stock reaches and
maintains certain established target levels, or on November 6, 2000
if Mr. Johnson is still employed by the Company. The option
terminates on November 6, 2005 or, if earlier, three months after
the termination of Mr. Johnson's employment, except in the case of
his disability or death, in which cases the option terminates one
year after Mr. Johnson's retirement from the Company or his death,
respectively.
DIRECTOR COMPENSATION
During fiscal 1996, all directors of the Company except Mr. Johnson
were considered non-employee directors and received an annual retainer of
$12,000, a fee of $3,000 for each day on which they attended a Board
meeting in person and $500 for each committee or telephonic Board meeting
participated in. All directors are reimbursed for expenses incurred in
connection with attendance at Board and committee meetings. During fiscal
1994, 1995 and 1996, the Company had implemented the Communications Central
Inc. Stock Option Plan for Directors (the "Directors Plan") that permitted
non-employee directors to elect to receive their annual director
compensation in the form of cash or options to purchase shares of Common
Stock of the Company at an exercise price equal to 50% of the current fair
market value of a share. The Directors Plan was terminated by the Board of
Directors effective for fiscal year beginning July 1, 1996.
EMPLOYMENT AGREEMENT
On November 6, 1995, Communications Central of Georgia, Inc.
("CCG"), a wholly-owned subsidiary of the Company entered into an
Employment Agreement with Mr. Johnson pursuant to which Mr. Johnson serves
as the President and Chief Executive Officer of CCG and the Company. The
Employment Agreement provides that Mr. Johnson will serve for a period of
two years, with automatic successive one year renewal periods thereafter
unless the Employment Agreement is terminated by CCG or Mr. Johnson. Mr.
Johnson receives a base salary of $228,000 per year, subject to periodic
increases at the discretion of the Compensation Committee of the Board of
Directors, and will be eligible to receive an annual bonus equal to a
percentage of his base salary. The Employment Agreement may be terminated
by CCG at any time for cause or for any reason upon 60 days prior written
notice. Mr. Johnson may terminate the Employment Agreement at any time if
his health should become seriously impaired or for any reason upon 60 days
prior written notice.
In connection with the execution of the Employment Agreement
described above, the Company entered into a Stock Option Agreement dated as
of November 6, 1995 with Mr. Johnson pursuant to which Mr. Johnson was
granted an option to purchase up to 500,000 shares of the Company's Common
Stock at an exercise price of $6.50 per share. The option vested as to
74,999 shares on November 6, 1996 and vests as to 225,001 shares in monthly
increments beginning on December 1, 1996 and continuing through November 1,
1999. The option vests as to the remaining 200,000 shares if the price of
the Company's Common Stock reaches and maintains certain established target
levels or on November 6, 2000 if Mr. Johnson is still employed by CCG. The
option terminates on November 6, 2005 or, if earlier, three months after
the termination of Mr. Johnson's employment, except in the case of his
disability or death, in which cases the option terminates one year after
Mr. Johnson's retirement from the Company or his death, respectively.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 1996, the Compensation Committee did not include any
member of the Board of Directors who at that time served as an officer or
employee of the Company. During fiscal 1996, no executive officer of the
Company served as a member of the board of directors of another entity, one
of whose executive officers served on the Company's Board of Directors
during that year.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
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MANAGEMENT.
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The following table sets forth information concerning (i) those
persons known by management of the Company to own beneficially more than 5%
of the Company's outstanding Common Stock, (ii) the directors and director
nominees of the Company, (iii) the executive officers named in the Summary
Compensation Table included elsewhere herein and (iv) all directors and
executive officers of the Company as a group. Except as otherwise indicated
in the footnotes below, such information is provided as of September 25,
1996. According to rules adopted by the SEC, a person is the "beneficial
owner" of securities if he or she has or shares the power to vote them or
to direct their investment or has the right to acquire beneficial ownership
of such securities within 60 days through the exercise of an option,
warrant or right, the conversion of a security or otherwise. Except as
otherwise noted, the indicated owners have sole voting and investment power
with respect to shares beneficially owned. An asterisk in the percent of
class column indicates beneficial ownership of less than 1% of the
outstanding Common Stock.
AMOUNT AND NATURE OF
NAME OF BENEFICIAL
BENEFICIAL OWNER OWNERSHIP PERCENT OF
- ---------------- ---------
CLASS
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RIT Capital Partners plc /1/....................... 981,880 16.2%
Entities affiliated with MVP Ventures Group /2/... 432,661 7.2%
Entities affiliated with Massey Burch
Capital Corp. /3/................................ 317,977 5.3%
Robert C. Fisher, Jr./4/........................... 9,748 *
Paul R. Griffiths /5/.............................. 0 *
Richard W. Oliver /6/.............................. 24,862 *
Peter A. Schober /7/............................... 9,656 *
Ronald C. Warrington /8/........................... 24,398 *
Rodger L. Johnson /9/.............................. 74,998 *
R. Warren Oldham................................... 0 *
All current directors, director nominees and
current executive officers as a group
(10 persons)..................................... 176,334 2.9%
_________________________________________
/1/ The business address of RIT Capital Partners Plc is 27 St. James's Place,
London, England SWIA INR.
/2/ The business address of MVP Ventures Group ("MVP") and related entities
is 45 Milk Street, Boston, Massachusetts 02109. Entities whose shares are
included with MVP's shares above include: (i) Chestnut III Ltd.
Partnership (54,997 shares held of record); (ii) Chestnut Capital
International III (73,177 shares held of record); (iii) Late Stage Fund
1990 Limited Partnership (218,856 shares held of record); (iv) Late Stage
Fund 1991 Limited Partnership (84,787 shares held of record); and (v) MVP
Investors Limited Partnership (844 shares held of record).
/3/ The business address of Massey Burch Capital Corp. ("Massey Burch") and
related entities is 310 25th Avenue North, #103, Nashville, Tennessee
37203. Persons and entities whose shares are included with Massey Burch's
shares above include: (i) Central Confederate Venture Fund Limited
Partnership (17,977 shares beneficially owned); and (ii) The Southern
Venture Fund Limited Partnership (300,000 shares beneficially owned).
Certain investment management services with respect to the foregoing
investment partnerships are also provided by Massey Burch Capital Corp.,
the principals of which are Donald M. Johnston, William F. Earthman, III,
Benjamin H. Gray, J. Donald McLemore, Jr. and Lucius E. Burch, IV.
Accordingly, the foregoing named principals and Massey Burch
Capital Corp. may be deemed to be the beneficial owners of shares owned
by each of the foregoing investment partnerships.
/4/ All of the shares listed for Mr. Fisher represent shares subject to
currently exercisable options.
/5/ Shares beneficially owned by Mr. Griffiths do not include 981,880 shares
beneficially owned by RIT Capital Partners plc. Mr. Griffiths is a
director of the investment manager of RIT Capital Partners plc. While Mr.
Griffiths may be deemed to be an "affiliate" of RIT Capital Partners plc,
he disclaims beneficial ownership of such shares.
/6/ Shares beneficially owned by Mr. Oliver include 2,000 shares owned by him
directly and 22,862 shares subject to currently exercisable options.
/7/ Shares beneficially owned by Mr. Schober include 844 shares beneficially
owned by MVP I Investors Limited Partnership, a limited partnership
affiliated with MVP, of which Mr. Schober is a principal, and 2,732
shares subject to currently exercisable options. While Mr. Schober may be
deemed to be an "affiliate" of MVP, he disclaims beneficial ownership of
such shares.
/8/ All of the shares listed for Mr. Warrington represent shares subject to
currently exercisable options.
/9/ All of the shares listed for Mr. Johnson are exercisable within 60 days.
Additional shares will vest beginning December 1, 1996. See " Employment
Agreement".
SIGNATURES
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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.
Communications Central Inc.
Date: December 16, 1996
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By: Rodger L. Johnson
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Rodger L. Johnson
Chief Executive Officer