SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended September 30, 2000.
OR
[ ] 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: 001-10382
VALLEY FORGE SCIENTIFIC CORP.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-2131580
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
136 Green Tree Road, Oaks, Pennsylvania 19456
(Address of principal executive offices and zip code)
Telephone: (610) 666-7500
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on which Registered
Common Stock, no par value Boston Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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
or 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. [X]
The aggregate market value of voting stock held by non-affiliates of the
registrant, computed by reference to the closing bid and ask prices as reported
by the NASDAQ system on December 14, 2000 was $6,712,180.
At December 12, 2000 there were 8,081,402 shares of the Registrant's Common
Stock outstanding.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The directors and executive officers of the Company are as follows:
Director
Name Age Position(s) Since
Jerry L. Malis 68 Chairman of the Board and President 1980
Thomas J. Gilloway 63 Executive Vice President, Secretary, 1984
Treasurer and Director
Leonard I. Malis 81 Director 1989
Bruce A. Murray 64 Director 1992
Bernard H. Shuman 75 Vice President and Director 1994
Robert H. Dick 57 Director 1997
Jerry L. Malis, a member of the audit committee, has served as President
or Vice-President and a Director of the Company since its inception in March
1980. As of June 30, 1989, Mr. Malis was elected as Chairman of the Board of
the Company. He has published over fifty articles in the biological science,
electronics and engineering fields, and has been issued twelve United States
patents. Mr. Malis coordinates and supervises the development, engineering and
manufacturing of the Company's products and is in charge of the daily business
operations of the Company. He devotes substantially all his business time to
the business of the Company.
Thomas J. Gilloway has been Executive Vice President and a Director of the
Company since December 1984, and as of June 30, 1989 was appointed Secretary
and Treasurer of the Company. From the Company's inception in March 1980 to
December 21, 1984, Mr. Gilloway served in capacities as a Vice-President and
Treasurer. Mr. Gilloway received his undergraduate degree from LaSalle
University in 1959 and his graduate degree from Temple University in 1963.
Prior to his involvement with the Company, Mr. Gilloway was employed in a
marketing capacity for Scott Paper Company, C.R. Bard, Inc., and CheckPoint
Systems as Director of Marketing. He is involved with marketing, regulatory and
contract administration matters for the Company and currently devotes
approximately half of his business time to the business of the Company.
Leonard I. Malis, M.D., a consultant to the Company since its inception in
March 1980, has been a director since June 30, 1989. Dr. Malis was Professor
and Chairman of the Department of Neurosurgery at Mount Sinai School of
Medicine, New York, New York, from 1971 until 1993, and is currently Professor
and Chairman Emeritus at Mount Sinai School of Medicine. Dr. Malis designed
and built the first commercial bipolar coagulator in 1955, and his original
units were the standard in neurosurgery for many years. Dr. Malis has been
issued five United States patents and has designed and trademarked over one
hundred instruments. He has published over one hundred articles in medical
journals and reviews and is the author of a textbook on neurosurgery.
Bruce A. Murray, a member of the audit committee and the compensation
committee, has been a director of the Company since October 14, 1992. He is a
Managing Member of The Change Management Group, LLC, a management consulting
company; and a Principal of Adair & Murray Associates, Inc., a management
consulting company. From 1991 to May 1993, he was a senior consultant with the
management consulting firm of Rath and Strong. From 1984 to August 1991, Mr.
Murray held positions within the Pfizer Hospital Products Group, as Director of
Engineering-Surgical Products, Corporate Vice President - Research and
Development, and Senior Vice President and Business Manager - Surgical
Products. He has also held senior management positions with Valleylab, Inc.,
Picker Corporation Electronics Division, Ball Brothers Research Corporation and
IIT Research Institute. Mr. Murray received both his B.S. in Engineering and
his M.B.A. from the Illinois Institute of Technology, and is an adjunct instruc
tor in business strategies at the University of Colorado.
[2]
Bernard H. Shuman has been a director and Vice President of the Company
since September 1, 1994. Mr. Shuman is currently Vice President-Technology.
Prior to September 1, 1994, Mr. Shuman served as President and director of
Diversified Electronic Corporation, a specialty electronics manufacturer which
merged into the Company on August 31, 1994.
Robert H. Dick, a member of the audit committee and the compensation
committee, has been a director of the Company since 1997. He is the principal
of R.H. Dick & Company, Inc., an investment banking firm. From April 1996 to
1998, he was a partner in Boles & Company, an investment banking firm. He was
President, CEO and CFO of two Boles & Company clients: BioMagnetic Therapy
Systems, Inc. (from September 1995 to April 1996) and Pharmx, Inc. (from May
1994 to May 1995). From April 1987 to May 1994, Mr. Dick served as Vice
President-International for Codman & Shurtleff, Inc., a Johnson & Johnson
subsidiary, where he was responsible for new business development and sales and
marketing in non-U.S. markets. Mr. Dick has also held other business
development and sales and marketing positions with Codman & Shurtleff, Inc.,
and product management positions with USCI Surgical Products, a division of
C.R. Bard.
Jerry L. Malis and Dr. Leonard I. Malis are brothers. The Company's
executive officers are elected annually by the Company's directors and shall
continue to serve until their successors are elected and qualified.
Item 11. EXECUTIVE COMPENSATION.
The following table sets forth the compensation paid by the Company to its
executive officers for the three fiscal years ended September 30, 2000.
SUMMARY COMPENSATION TABLE
Number of Shares
Name and Fiscal Year Salary (1) of Common Stock
Principal Position underlying
options Granted
Jerry L. Malis, 2000 $ 200,000 ---
President 1999 188,000 ---
1998 189,000 ---
Thomas J. Gilloway, 2000 $ 91,000 ---
Executive Vice President 1999 100,000 ---
1998 161,000 ---
Bernard H. Shuman 2000 $ 105,000 ---
Vice President -Technology 1999 105,000 ---
1998 105,000 ---
(1) Non-cash compensation did not exceed the lesser of $50,000 or 10% of the
cash compensation for the named individual.
Effective July 1, 1994, the Company entered into employment agreements
with Jerry L. Malis, President, and Thomas J. Gilloway, Executive Vice
President, for a term of 63 months expiring on September 30, 1999. The
agreements provided for annual base salaries to Mr. Malis and Mr. Gilloway of
$148,720 and $126,940, respectively, in 1994, with annual base salary increases
of 10% commencing on October 1, 1994.
[3]
In addition the agreements provided that Messrs. Malis and Gilloway may receive
such other cash and stock bonus and benefits as may be determined from time to
time by the Board of Directors. On September 30, 1999, the Company amended the
employment agreements with Messrs. Malis and Gilloway to extend the terms for
an additional year effective October 1, 1999. As extended the employment
agreements provided for annual base salary of $198,950 for Jerry Malis and
$90,000 for Thomas J. Gilloway. Although the employment agreements for Messrs.
Malis and Gilloway were not extended on October 1, 2000, the Company continues
to provide compensation to them at the annual rate of $198,500 and $91,000,
respectively. For the year ended September 30, 1998, Messrs. Malis and
Gilloway waived their right to a full 10% increase of base salary, opting to
reduce the annual base salary increase from 10% to 5%, and for the year ended
September 30, 1999 Messrs. Malis and Gilloway waived their right to a 10%
increase of base salary. The reduction of Mr. Gilloway's base salary for the
year ended September 30, 1999 was due to his being employed on a half- time
basis effective January 1, 1999.
On August 31, 1994, the Company entered into an employment agreement with
Bernard H. Shuman, Vice President-Technology, for a term of 59 months ending on
July 31, 1999. The agreement provided for an annual salary to Mr. Shuman of
$50,000 for the period from September 1, 1994 to July 31, 1995, and a salary of
$105,000 for each twelve month period thereafter. The agreement provides that
Mr. Shuman may receive additional compensation and benefits as may be
determined from time to time by the Board of Directors. Although the
employment agreement has not been extended, the Company continues to provide
compensation to Mr. Shuman on an annual basis of $105,000.
Directors' Compensation
Directors of the Company do not receive any compensation for their
services as members of the Board of Directors, but Directors who are not
officers of the Company are entitled to reimbursement for expenses incurred in
connection with their attendance at meetings and are entitled to participate in
the Company's stock option plans.
401(k) Plan and Profit-Sharing Plan
Effective January 1, 1990, the Company adopted a 401(k) Plan and Profit
Sharing Plan that covers full- time employees who have attained age 21 and have
completed at least one year of service with the Company. Under the 401(k) Plan,
an employee may contribute an amount up to 25% of his compensation to the
401(k) Plan on a pre-tax basis not to exceed $10,500 per year (adjusted for
cost of living increases). Amounts contributed to the 401(k) Plan are
non-forfeitable.
Under the Profit Sharing Plan, a participant in the plan participates in
the Company's contributions to the Plan as of December 31 in any year, with
allocations to individual accounts based on annual compensation. An employee
does not fully vest an interest in the plan until completion of three years of
employment. The Board of Directors determines the Company's contributions to
the plan on a discretionary basis. The Company has not made any contributions
to date.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT.
The following table sets forth as of December 31, 2001, certain
information with respect to the beneficial ownership of Common Stock, by each
person known to the Company to own beneficially 5% or more of the outstanding
Common Stock, by each director and nominee, and by all officers and directors
as a group.
[4]
Amount of
Name and Address of Beneficial Percentage
Beneficial Owners (1) Ownership Owned
Jerry L. Malis (2)(3) 1,282,276 15.6%
Thomas J. Gilloway(2)(7) 1,001,375 12.2%
Dr. Leonard I. Malis(2)(8) 961,242 11.9%
Bernard H. Shuman(2)(4) 126,467 1.6%
Bruce A. Murray(2)(5) 23,500 *
Robert H. Dick(2)(6) 14,000 *
All officers and directors
as a group (6 persons) 3,408,860 40.4%
____________________
* less than 1%
(1) Except as indicated in the footnotes to this table, the persons named in
the table have sole voting and investment power with respect to all shares
of Common Stock shown as beneficially owned by them.
(2) The mailing address of Messrs. Malis, Gilloway, Shuman, Murray and Dick
and Dr. Malis, directors of the Company, is 136 Green Tree Road, P.O. Box
1179, Oaks, Pennsylvania 19456-1179.
(3) Includes 150,000 shares issuable to Mr. Malis subject to options
exercisable currently or within 60 days.
(4) Includes 25,000 shares issuable to Mr. Shuman subject to options
exercisable currently or within 60 days, and includes 101,467 shares held
in the Bernard H. Shuman Living Trust, a trust in which Mr. Shuman holds
voting and dispositive control.
(5) Includes 23,500 shares issuable to Mr. Murray subject to options
exercisable currently or within 60 days.
(6) Includes 14,000 shares issuable to Mr. Dick subject to options exercisable
currently or within 60 days.
(7) Includes 150,000 shares issuable to Mr. Gilloway subject to options
exercisable currently or within 60 days, and includes 250,000 shares held
in the Gilloway Family, L.P., a limited partnership in which Mr. Gilloway
is a general partner and possesses voting and dispositive control.
(8) Includes 400,000 shares held in the Leonard and Ruth Malis Family, L.P., a
limited partnership in which Dr. Malis is a general partner and possesses
voting and dispositive control.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Since the late 1960's, Dr. Leonard I. Malis, a director of the Company, on
an individual basis, has been a party to royalty arrangements with Codman &
Shurtleff, Inc., formerly known as Johnson & Johnson Professional, Inc., a
principal customer of the Company. Dr. Malis has developed and in the future
may develop passive hand instruments for Codman & Shurtleff, Inc. with no
pecuniary benefits to the Company.
The Company has entered into a five year lease commencing on July 1, 2000
for approximately 4,200 square feet of office and warehouse space at a base
monthly rent of $4,643 with GMM Associates, a Pennsylvania general partnership,
whose partners are Jerry L. Malis, Thomas J. Gilloway and Leonard I. Malis,
principal shareholders, directors and/or officers of the Company. The related
expense for this lease for the year ended September 30, 2000 was $56,376. The
Company believes the rental payments reflect fair rental value for the space.
[5]
For the year ended September 30, 2000, the Company paid legal fees and
costs in the amount of $78,546 to a law firm in which a son-in-law of Jerry
L. Malis is a partner.
In fiscal years 1998, 1999 and 2000, the Company retained R. H. Dick &
Company, Inc., an investment banking and business consulting company, owned by
Robert H. Dick, a director of the Company, to perform investment banking and
business consulting services for the Company.
[6]
SIGNATURES
Pursuant to the requirements of the 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 on this 23rd day of
January, 2001.
VALLEY FORGE SCIENTIFIC CORP.
By: /s/ Jerry L. Malis
Jerry L. Malis, President