-1-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1 to Form 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 333-4128
BOSTON COMMUNICATIONS GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
MASSACHUSETTS 04-3026859
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(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
100 Sylvan Road, Suite 100, Woburn, Massachusetts 01801
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(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (781) 904-5000
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Securities registered pursuant to Section
12(b) of the Act:
None
Securities registered pursuant to Section
12(g) of the Act:
Common Stock, par value $.01 per share
Indicate by check mark whether 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
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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 or any
amendment to this Form 10-K. []
The approximate aggregate value of the voting stock held by
non-affiliates of the registrant, computed by reference to the closing sales
price of such stock quoted on the Nasdaq National Market on March 9, 2001 was
$144,909,870. The number of shares outstanding of the Registrant's common stock,
$.01 par value per share, as of March 9, 2001 was 17,048,220.
This Amendment No. 1 on Form 10-K/A to the Registrant's Annual Report on Form
10-K for the year ended December 31, 2000 is being filed to add the information
required to be set forth in Part III.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
Information regarding executive officers of the Company is furnished in Part I
of this Annual Report on Form 10-K under the heading "Executive Officers of the
Registrant."
Nominees for Class II Directors
Jerrold D. Adams, 61, has served as a Director of the Company since April 1996.
From July 1999 to March 2000, Mr. Adams was Acting General Manager of the
Company's Systems Division. From March 1997 to March 1999, Mr. Adams was
President and Chief Executive Officer of AirNet Communications Corp., which
designs, develops and manufactures wireless infrastructure for the U.S. and
international PCS markets. Previously, Mr. Adams was President and Chief
Operating Officer of Iridium, Inc., an international consortium developing a
worldwide communications system for portable hand-held telephones, from 1991
until March 1997. Prior to that, Mr. Adams served as Director of PCN Operations
in Europe for Motorola from 1990 to 1991, Senior Vice President of McCaw
Cellular, a national non-wireline cellular company, from 1988 to 1990 and
General Manager of Metro One, a New York non-wireline cellular carrier, from
1986 to 1988. Mr. Adams received his B.A. from Coe College and attended the
Wharton School of Business and the University of Illinois. Mr. Adams currently
serves as Chairman of the Board of Trustees for Coe College. Mr. Adams is a
nominee for re-election to the Board of Directors as a Class II Director.
Paul R. Gudonis, 47, has served as a Director of the Company since April 1996.
Mr. Gudonis is Chairman and Chief Executive Officer of Genuity Inc., which
provides business Internet services. Mr. Gudonis assumed this position in June,
2000 when Genuity Inc. (formerly, GTE Internetworking) became an independent
public company. He had been President of GTE Internetworking since July 1997,
when GTE acquired BBN Corporation, the parent company of BBN Planet, of which he
had been President since November 1994. Mr. Gudonis previously served from 1991
to November 1994 as General Manager of the Communications Industry Group
International division of EDS Corporation, and as Senior Vice President and
General Manager of APPEX Corp. from January 1989 until it was acquired by EDS
Corporation in October 1990. Mr. Gudonis received his B.S. from Northwestern
University and his M.B.A. from Harvard Graduate School of Business
Administration. Mr. Gudonis is a nominee for re-election to the Board of
Directors as a Class II Director.
Frederick E. von Mering, 48, has served as a Director of the Company since 1989
and as its Vice President, Corporate Development since April 1999. From 1989
until March 1999, Mr. von Mering served as the Company's Chief Financial
Officer. Prior to joining the Company, Mr. von Mering served as Regional Vice
President and General Manager for the paging division of Metromedia, Inc., a
communications company, from 1980 to 1986. From 1975 to 1979, Mr. von Mering was
employed at Coopers & Lybrand LLP. Mr. von Mering earned his B.A. in accounting
from Boston College and his M.B.A. from Babson College. Mr. von Mering is a
nominee for re-election to the Board of Directors as a Class II Director.
Class I Directors
Gerald Segel, 80, has served as a Director of the Company since October 1996.
Mr. Segel was Chairman of Tucker Anthony Incorporated from January 1987 until
his retirement in May 1990. From 1983 to January 1987, he served as President of
Tucker Anthony Incorporated. Mr. Segel is also a director of Hologic, Inc. Mr.
Segel received his B.A. from Harvard University.
Rajendra Singh, 46, has served as a Director of the Company since May 2000. Mr.
Singh has served as Chairman and Chief Executive Officer of Telcom Ventures,
L.L.C, a private investment firm focused on the wireless communications and
information technology industries, since January 1994. Dr. Singh is also on the
Board of Directors of LCC International, Inc., where he previously served as
President from 1983 until September 1994, and as Chief Executive Officer from
January 1994 until January 1995. Dr. Singh also serves on the Board of Teligent,
Inc., Aether Systems, Inc. and XM Satellite Radio Holdings, Inc. Dr. Singh
received his Doctorate degree in Electrical Engineering from Southern Methodist
University.
Class III Directors
Paul J. Tobin, 58, has served as Chairman of the Board of Directors since
February 1996 and served as the Company's President and Chief Executive Officer
from 1990 until February 1996, and from April 1997 to February 1998. Prior to
joining the Company, Mr. Tobin served as President of Cellular One
Boston/Worcester from July 1984 to January 1990 and as a Regional Marketing
Manager for Satellite Business Systems, a joint venture of IBM, Comsat Corp. and
Aetna Life & Casualty from April 1980 to June 1984. Mr. Tobin received his B.S.
in economics from Stonehill College and his M.B.A. in marketing and finance from
Northeastern University. Mr. Tobin also serves as a member of the Board of
Trustees at Stonehill College.
Edward H. ("E.Y.") Snowden, 46, has served as a Director of the Company and
served as its President and Chief Executive Officer since February 1998. Prior
to joining the Company, Mr. Snowden served as President and Chief Operating
Officer of American Personal Communications, L.P. d/b/a Sprint Spectrum, a
telecommunications company, from February 1994 to December 1997. From June 1990
until February 1994, Mr. Snowden was an Area Vice President at Pacific Bell,
Inc., a telecommunications company. Mr. Snowden was the Chief Executive Officer
at Universal Optical Company, Inc. from March 1986 to March 1988. Mr. Snowden
received his B.S. from Stanford University and his M.B.A. from Harvard Graduate
School of Business Administration.
Brian E. Boyle, 53, has served as a Director of the Company since February 1996,
as Vice Chairman of the Company since February 1996 and served as Chairman, New
Wireless Services of the Company from January 1994 to February 1996. From July
1990 to September 1993, Mr. Boyle served as Chairman and Chief Executive Officer
of Credit Technologies, Inc., a supplier of customer application software for
the cellular telephone industry. Prior to 1990, Mr. Boyle founded and operated a
number of ventures servicing the telecommunications industry, including APPEX
Corp. (now EDS Personal Communications Division of EDS Corporation, a global
telecommunications service company) and Leasecomm Corp., a micro-ticket leasing
company. Mr. Boyle earned his B.A. in mathematics from Amherst College and his
B.S., M.S. and Ph.D. in electrical engineering and operations research from
M.I.T. Mr. Boyle is also a Director of MicroFinancial Incorporated, as well as
of several private companies. For the past three years, he has been focused on
investing in early stage technology companies, including GoldK, Inc., as well as
serving as a director of several public companies, including Saville Systems and
MicroFinancial, Inc.
Reports Under Section 16(a) of the Exchange Act
Based solely on its review of copies of reports filed by persons
("Reporting Persons") required to file such reports pursuant to Section 16(a) of
the Exchange Act, the Company believes that all filings required to be made by
Reporting Persons of the Company were timely made in accordance with the
requirements of the Exchange Act.
Item 11. EXECUTIVE COMPENSATION
The following table sets forth certain compensation information, for
the fiscal years indicated, of the Company's Chief Executive Officer during the
year ended December 31, 2000 and the four other most highly compensated
executive officers in 2000 (collectively, the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term
Compensation
----------------------- --------------------------------
--------------- ----------------
Fiscal Salary Bonus Securities Other (2)
Underlying
Name and Principal Occupation Year ($) ($) (1) Options
- ----------------------------------------------- ----------- ---------- ---------- --------------- ----------------
Paul J. Tobin (3) 2000 161,326 --- 40,000 ---
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Chairman of the Board of Directors 1999 162,604 --- 20,000 ---
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1998 160,000 --- 10,000 ---
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Edward H. Snowden (4) 2000 275,000 149,500 10,000 ---
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President, Chief Executive Officer, 1999 262,788 11,750 10,000 ---
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Director 1998 215,385 50,000 400,000 140,770
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Frederick E. von Mering 2000 156,013 74,750 20,000 ---
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Vice President, Corporate Development 1999 152,476 6,750 10,000 ---
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Director 1998 150,000 22,188 ---
---
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William D. Wessman 2000 174,207 74,750 62,500 ---
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Executive Vice President, Chief Technology
Officer
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Karen A. Walker 2000 157,355 74,750 30,000 ---
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Vice President, Chief Financial Officer
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(1) Bonuses are reflected in the year for which they were earned.
(2) In accordance with the rules of the Securities and Exchange Commission,
except as otherwise indicated, other compensation in the form of
perquisites and other personal benefits has been omitted because such
perquisites and other personal benefits constitute less than the lesser
of $50,000 or ten percent of the total salary and bonus reported for
the executive officer during the years ended December 31, 1998, 1999
and 2000.
(3) In February 1999, Mr. Tobin surrendered his options to purchase
10,000 shares of the Company's Common Stock that were
granted in 1998.
(4) Mr. Snowden was elected President and Chief Executive Officer of
the Company effective February 10, 1998. Mr. Snowden
received $140,770 as relocation payments in 1998.
Option Grants
The following table sets forth certain information concerning option
grants during the fiscal year ended December 31, 2000 to the Named Executive
Officers and the number and value of the unexercised options held by such
persons on December 31, 2000.
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
Name Number of % of Total Exercise Expiration Potential Realizable Value
Options
Securities Granted to
Underlying Employees Price at Assumed Annual Rates of
Options Granted in Fiscal $/share Stock Price Appreciation
(1) Year (2) Date for Option Term (3)
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5% ($) 10% (4)
- ---------------------------------- ----------------- ------------- ------------ ------------ ------------- --------------
- ----------------------------------
Paul J. Tobin 20,000 2.3% $6.00 4/18/10 $75,467 $191,249
20,000 2.3% $13.00 8/25/10 $163,512 $414,373
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Edward H. Snowden 10,000 1.2% $6.00 4/18/10 $37,733 $95,624
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Frederick E. von Mering 10,000 1.2% $6.00 4/18/10 $37,733 $95,624
10,000 1.2% $13.00 8/25/10 $81,756 $207,186
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William D. Wessman 50,000 5.8% $7.3125 2/1/10 $229,939 $582,711
10,000 1.2% $6.00 4/18/10 $37,733 $95,624
2,500 0.3% $13.00 8/25/10 $20,439 $51,796
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Karen A. Walker 10,000 1.2% $6.00 4/18/10 $37,733 $95,624
20,000 2.3% $13.00 8/25/10 $163,512 $414,373
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(1) All options granted on 4/18/2000 vested on 2/28/2001. All options
granted on 8/25/2000 vest in three equal annual installments over a
three year period commencing on the first anniversary of the date of
grant. Mr. Wessman's 2/1/00 option vests in three equal annual
installments over a three year period commencing on the first
anniversary of the date of grant.
(2) The exercise price is equal to the fair market value of the Company's
Common Stock on the date of grant.
(3) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These
gains are based on assumed rates of stock appreciation of 5% and 10%
compounded annually from the date the respective options were granted
to their expiration date. The assumed rates of appreciation are
mandated by the rules of the Securities and Exchange Commission and do
not represent the Company's estimate or projection of future stock
prices. This table does not take into account any appreciation or
depreciation in the price of the Common Stock to date. Actual gain, if
any, on stock option exercises will depend on future performance of the
Common Stock and the date on which the options are exercised. Values
shown are net of the option exercise price, but do not include
deductions for tax or other expenses associated with the exercise.
(4) No restricted stock or stock appreciation rights were granted in 2000.
Option Exercises and Holdings
The following table sets forth certain information concerning each
exercise of a stock option during the year ended December 31, 2000 by each of
the Named Executive Officers, and the number and value of unexercised options
held by each of the Named Executive Officers on December 31, 2000.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
Number of Securities Underlying Value of Unexercised
In-the-Money Options at Fiscal
Options at Fiscal Year End Year End ($)(1)
--------------------------------- ----------------------------------
Name Shares Value
Acquired
on
Exercise Realized
- ------------------------------ ------------------------------- ----------------------------------
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Exercisable Unexercisable Exercsiable
Unexercisable
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Paul J. Tobin -- -- 0 60,000 -- $1,120,000
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Edward H. Snowden -- -- 240,000 180,000 $4,995,120 $3,741,330
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Frederick E. von Mering -- -- 130,654 30,000 $2,890,719 $560,000
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William D. Wessman 5,000 $55,545 19,000 87,300 $437,000 $1,816,962
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Karen A. Walker -- -- 19,400 61,600 $431,950 $1,148,550
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(1) The per share value of unexercised in-the-money options is calculated
by subtracting the per share option exercise price from the last per
share sale price of the Company's Common Stock on the Nasdaq National
Market on December 30, 2000 ($27.875).
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of March 31,
2001, with respect to the beneficial ownership of the Company's Common Stock by
(i) each person known by the Company to beneficially own more than 5% of the
outstanding shares of Common Stock, (ii) each director and each person nominated
to become a director of the Company, (iii) each executive officer of the Company
named in the Summary Compensation Table set forth under the caption "Executive
Compensation" below and (iv) all current directors and executive officers of the
Company as a group:
Percentage of
Number of Shares Common Stock
Beneficial Owner BeneficiallyOwned(1) Outstanding(2)
Kern Capital Management (3) 1,766,900 10.4%
114 West 47th Street, Suite 1926
New York, New York 10036
Paul J. Tobin (4) 620,831 3.6%
E.Y. Snowden (5) 350,000 2.0%
Frederick von Mering (6) 438,464 2.6%
Brian E. Boyle (7) 350,750 2.0%
Karen A. Walker (8) 62,276
*
William D. Wessman (9) 53,667
*
Rajendra Singh (10) 6,000
*
Jerrold D. Adams (11) 86,075
*
Paul R. Gudonis (12) 29,000
*
Gerald Segel (13) 37,000
*
All current directors and executive officers as a group (14) 2,034,063 11.9%
(10 persons)
* Less than 1%
(1) Each person has sole investment and voting power with respect to the
shares indicated, except as otherwise noted. The number of shares of
Common Stock beneficially owned is determined under the rules of the
Securities and Exchange Commission and is not necessarily indicative of
beneficial ownership for any other purpose. The inclusion herein of any
shares of Common Stock deemed beneficially owned does not constitute an
admission of beneficial ownership of such shares. Any reference in the
footnotes below to stock options held by the person in question relates
to stock options which are currently exercisable or exercisable within
60 days after March 31, 2001.
(2) The number of shares deemed outstanding with respect to a named person
includes 17,048,220 shares outstanding as of March 31, 2001 plus any
shares subject to options held by the person in question that are
currently exercisable or exercisable within 60 days after March 31,
2001.
(3) Based solely upon a Schedule 13G filed on February 9, 2001.
(4) Includes 20,000 shares issuable pursuant to stock options.
Includes 313,831 shares held by the Paul J. Tobin 1988 Trust,
287,000 shares held by the Margaret M. Tobin 1988 Trust. Mr.
Tobin is the trustee of the Paul J. Tobin 1988 Trust.
Margaret M. Tobin, the spouse of Paul J. Tobin, is trustee of the
Margaret M. Tobin 1988 Trust.
(5) Includes 330,000 shares issuable pursuant to stock options.
Of these, 148,500 are held in trust for the benefit of Mr.
Snowden's children.
(6) Includes 9,000 shares held in accounts for the benefit of Mr.
von Mering's children, and 140,654 shares issuable pursuant to
stock options.
(7) Includes 100,000 shares issuable pursuant to stock options. Also
includes 250,750 shares owned by Sand Drift, Ltd. of which
Mr. Boyle is a limited partner. Mr. Boyle disclaims beneficial
ownership of these shares, except to the extent of his
direct pecuniary interest therein.
(8) Includes 35,200 shares issuable pursuant to stock options.
(9) Includes 52,467 shares issuable pursuant to stock options.
(10) Consists of 6,000 shares issuable pursuant to stock options.
(11) Includes 80,075 shares issuable pursuant to stock options.
(12) Includes 27,000 shares issuable pursuant to stock options.
(13) Includes 27,000 shares issuable pursuant to stock options.
(14) Includes 818,396 shares issuable pursuant to stock options.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
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 on
Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly
authorized on the 27th day of April 2001.
BOSTON COMMUNICATIONS GROUP, INC.
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By: _/s/ E.Y. Snowden
---------------------------------------------
E. Y. Snowden
President and Chief
Executive Officer