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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 1
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
/X/ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].
For the fiscal year ended April 27, 1997
OR
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED].
For the transition period from __________ to _____________
Commission file number 20-8969
NOVAMETRIX MEDICAL SYSTEMS INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 06-0977422
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
5 Technology Drive
Wallingford, Connecticut 06492
(Address of Principal Executive Offices) (Zip Code)
(Registrant's telephone number, including area code) (203) 265-7701
Securities registered under Section 12(b) of the Exchange Act:
Name of each exchange
Title of each class on which registered
------------------- -------------------
None None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock,
$.01 par value Class A Warrants Class B Warrants
(Title of class) (Title of class) (Title of class)
Page 1 of 7 pages
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Indicate by check mark whether the registrant: (1) filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act 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 the Form 10-K or any
amendment to the Form 10-K. / /
State the aggregate market value of the voting and non-voting common
stock held by non-affiliates of the registrant. The aggregate market value shall
be computed by reference to the price at which the common equity was sold, or
the average bid and asked prices of such common equity, as of a specified date
within 60 days prior to the date of filing.
Aggregate market value as of July 1, 1997 ........................ $42,050,150
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Common Stock, $.01 par value, as of July 1, 1997 ............. 7,246,652 shares
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the documents incorporated by reference herein and the
Part of the Form 10-K into which the document is incorporated:
None.
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ITEM 11. EXECUTIVE COMPENSATION.
Item 11 of the Annual Report on Form 10-K of the registrant
for the fiscal year ended April 27, 1997 is hereby amended to read in its
entirety as follows:
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth information for the fiscal years ended
April 27, 1997, April 28, 1996 and April 30, 1995 concerning the compensation of
the Company's Chief Executive Officer and other executive officers of the
Company whose total annual salary and bonus exceeded $100,000 during the fiscal
year ended April 27, 1997.
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Compensation Awards
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Name and Fiscal All Other
Principal Position Year Salary Bonus Stock Options Compensation (1)
- - ------------------ ---- ------ ----- ------------- ----------------
William J. Lacourciere 1997 $220,192 $ 0 0 $3,155
Chairman of the Board, 1996 200,000 15,000 0 4,511
President and Chief 1995 200,000 25,000 30,000 4,478
Executive Officer
Joseph A. Vincent 1997 115,000 20,000 0 2,722
Chief Operating 1996 104,904 10,000 0 3,141
Officer, Executive 1995 100,000 15,000 20,000 2,651
Vice President,
Treasurer and
Secretary
Philip F. Nuzzo(2) 1997 110,780 0 0 2,447
Vice President - 1996 -- -- -- --
Marketing and Product 1995 -- -- -- --
Development
(1) Includes contributions made by the Company on behalf of the named
executive officers to the Company's Employee Stock Ownership Plan (the
"ESOP"), the Company's 401(k) Plan and a term life insurance plan.
(2) Mr. Nuzzo was appointed Vice President - Marketing and Product
Development of the Company effective August 1996.
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The following table sets forth the number of options held by the
executive officers named in the Summary Compensation Table at April 27, 1997,
the aggregate market value, net of exercise price of such shares on the date of
such exercise for each such executive officer, and the number and value of
options held by such officers at April 27, 1997.
AGGREGATED OPTION EXERCISES IN THE FISCAL YEAR
ENDED APRIL 27, 1997 AND FISCAL YEAR END OPTION VALUES
Number of Unexercised Value of Unexercised
Securities Underlying In-the Money Options
Options at April 27, 1997 at April 27, 1997(1)
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Shares
Acquired Value
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- - ---- ----------- -------- ----------- ------------- ----------- -------------
William J. Lacourciere - 0 - - 0 - 20,000 10,000 $27,500 $13,750
Joseph A. Vincent 45,000 $170,625(2) 13,333 6,667 18,333 9,167
Philip F. Nuzzo - 0 - - 0 - 28,833 6,667 68,190 9,167
- - ---------------
(1) In-the-money options are those where the fair market value of the
underlying Common Stock exceeds the exercise price thereof. The value of
in-the-money options is determined in accordance with regulations of the
Securities and Exchange Commission by subtracting the aggregate exercise
price of the options from the aggregate year-end market value of the
underlying Common Stock.
(2) Value shown reflects the aggregate market value on the date of exercise
for the shares of Common Stock acquired, net of exercise price, determined
without regard to forfeiture restrictions to which such shares are subject
until March 20, 1998.
COMPENSATION OF DIRECTORS
The Company has a policy of paying its directors who are not employees
of the Company an annual fee of $7,500, $1,000 for each meeting of the Board of
Directors of the Company attended and $500 for each telephone and committee
meeting attended. Directors are also reimbursed for out-of-pocket expenses
incurred in attending meetings.
During Fiscal 1997 the non-employee Directors of the Company were
granted options to purchase Common Stock of the Company. Options for 25,000
shares have been granted to each of Mr. Haythe, Mr. Paulson and Mr. Shulman and
options for 10,000 shares have been granted to each of Mr. Cote and Dr.
Ghugasian. All of such options were granted with an exercise price equal to the
market price of the Common Stock on the date of grant and become exercisable in
one-third increments on the first, second and third anniversaries of the date of
grant.
EMPLOYMENT AGREEMENTS
The Company has entered into an employment agreement with Mr.
Lacourciere. The term of the employment agreement commenced as of June 1, 1988
and is automatically extended on an annual basis, unless a notice of
non-extension is given by either party. The current term of the agreement, as so
extended, expires on
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December 31, 1997. The employment agreement provided for an initial annual
salary of $200,000, subject to increases based on increases in the Consumer
Price Index and additional increases at the discretion of the Board of
Directors. The salary under the employment agreement is currently $250,000 per
year. The agreement also provides, in the event of the termination of Mr.
Lacourciere's employment by the Company other than for cause, for a cash payment
to Mr. Lacourciere equal to three times his average annual cash compensation
during the five most recent taxable years of the Company ending before the date
of such termination, less $1,000. In the event Mr. Lacourciere's employment with
the Company is terminated at this time, such termination payment would be
approximately $581,000. In the event of the occurrence of certain change of
control events involving the Company without the approval of the Board of
Directors, Mr. Lacourciere may terminate his employment with the Company during
the one-year period following any such change of control event and such
termination of employment would entitle him to the same termination payment. In
the event the Board of Directors approves the change of control event, Mr.
Lacourciere may terminate his employment agreement with the Company during the
one-year period following any such change of control event; however, Mr.
Lacourciere will not be entitled to a termination payment.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
All executive officer compensation decisions have been made by the
Compensation Committee of the Company's Board of Directors. The Compensation
Committee reviews and makes recommendations regarding the compensation for
management and key employees of the Company, including salaries and bonuses. No
member of the Compensation Committee is an executive of the Company. The current
members of the Compensation Committee are Vartan Ghugasian, Thomas M. Haythe and
Steven J. Shulman. Michael J. Needham, whose term as a director expired after
the 1996 Annual Meeting of the Company's stockholders, had been a member of the
Compensation Committee during the Company's last fiscal year until the
expiration of this term as a director. Mr. Ghugasian became a member of the
Compensation Committee on January 21, 1997.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: August 25, 1997
NOVAMETRIX MEDICAL SYSTEMS INC.
By /s/ *
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William J. Lacourciere
Chairman of the Board,
President, Chief Executive
Officer and Director
In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
Dated: August 25, 1997
By /s/ *
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William J. Lacourciere
Chairman of the Board,
President, Chief Executive
Officer and Director
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Dated: August 25, 1997
By /s/ Jeffery A. Baird
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Jeffery A. Baird
Chief Financial Officer and
Principal Accounting Officer
Dated: August 25, 1997
By *
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Paul A. Cote
Director
Dated: August 25, 1997
By *
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Vartan Ghugasian
Director
Dated: August 25, 1997
By *
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Thomas M. Haythe
Director
Dated: August 25, 1997
By *
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Photios T. Paulson
Director
Dated: August 25, 1997
By *
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Steven J. Shulman
Director
*By /s/ Jeffery A. Baird
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Jeffery A. Baird
William Lacourciere
Attorney-in-fact