SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
(AMENDMENT NO. 1 To FORM 10-KSB)
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. Commission file number 0-8936.
DATAMARINE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Washington 04-2454559
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
7030 220th S.W., Mountlake Terrace, Washington 98043
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (425) 771-2182
Securities registered pursuant to Section 12(g) of the Act:
Title of Class
Common Stock, with par value of $.01
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 periods 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-KSB or any amendment to this Form 10-KSB. X
---
The aggregate market value of the voting stock held by non-affiliates of
the Registrant as of December 18, 2000 was approximately $1,078,000.
The number of shares of the Registrant's common stock outstanding as of
December 18, 2000 was 1,809,911 shares.
Datamarine International, Inc. hereby amends its annual report by adding
Part III information to comply with the 120 day filing requirement.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Certain information as of December 18, 2000 regarding each director is set
forth below, including such individual's age and principal occupation, a
brief account of business experience during at least the last five years,
and directorships held at other publicly held companies.
Director Position with Company or Principal
Name Age Since Occupation During the Past Five Years
---- --- -------- -------------------------------------
Nominated for a term ending in 2003:
Arthur P. Stasik 64 2000 Since 1991, private investor, primarily
in specialized mobile radio. From 1960 to
1991, electronics engineer for the United
States Department of Defense.
Nominated for a term ending in 2004:
David C. Thompson 71 1987 President and CEO of the Company since
October 1997. Secretary and Treasurer of
the Company since March 1996. Principal
Financial and Accounting Officer of the
Company from 1995 to October 1997.
President and CEO of SEA Inc., a wholly
owned subsidiary of the Company.
Previously President and CEO of Stephens
Engineering Associates, Inc., which was
acquired by the Company in 1986.
Nominated for a term ending in 2004:
Joseph L. Stephens 42 2000 Since 1995, President of Millcreek
Management Corporation, a facility
management company for health care
providers. Since 1995, President of
Rehabilitation Centers, Inc., providers
of mental health services.
Serving for a term ending in 2002:
Stephen W. Frankel 54 1997 Since 1996, self-employed private
investor. From 1988 through 1995, served
in various capacities including
President, COO, Chairman and CEO of
RETIX, a manufacturer of networking
products.
Executive Officers
The names of the executive officers of the Company, their positions and
offices with the Company, and their ages are set forth below.
Name Age Office
---- --- ------
David C. Thompson 71 President and Chief Executive Officer
Jan Kallshian 46 Chief Financial Officer
David C. Thompson was named President and CEO of the Company in October
1997. Mr. Thompson has been Secretary and Treasurer of the Company since
March 1996, and served as the Company's Principal Financial and Accounting
Officer from 1995 to October 1997. Mr. Thompson is also President and CEO
of SEA Inc., a wholly owned subsidiary of the Company. Mr. Thompson was
previously President and CEO of Stephens Engineering Associates, Inc.,
which was acquired by the Company in 1986.
Jan Kallshian was named Chief Financial Officer of the Company in October
1997. Since April 1995 Mr. Kallshian has served as a consultant to the
Company which included performing the duties of the Chief Financial
Officer. Mr. Kallshian has over 18 years experience in the high technology
manufacturing industry and has held positions in finance and general
management. Mr. Kallshian is a CPA and was previously with the accounting
firm of Coopers & Lybrand.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who beneficially own more
than ten percent of the Company's stock, to file initial reports of
ownership and reports of changes in ownership with the Securities and
Exchange Commission. Officers, directors and greater than ten percent
holders of Common Stock are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file.
Based upon a review of filings with the Securities and Exchange Commission
and written representations that no other reports were required, the
Company believes that all of the Company's directors and executive officers
complied during fiscal 2000 with the reporting requirements of Section
16(a) of the Securities Exchange Act of 1934.
ITEM 11. EXECUTIVE COMPENSATION
The following table summarizes compensation information for the last three
fiscal years for the Company's Chief Executive officer and each of the
Company's executive officers other than the Chief Executive Officer who
were serving as executive officers of the Company at the end of the fiscal
year (collectively, the "Named Executive Officers").
Summary Compensation Table
Long Term
Compen-
sation
Annual Compensation Awards
------------------------------------------ -----------
Other All
Annual Other
Compen- Compen-
Name and Principal sation Stock sation
Position(s) Year Salary ($) Bonus ($) ($) (1) Options (#) ($)
------------------ ---- ---------- --------- ------- ----------- -------
David C. Thompson 2000 129,010 - - 29,632 3,019 (2)
President and Chief 1999 116,991 - - - 3,510 (2)
Executive Officer 1998 115,608 - - - 3,408 (2)
Jan Kallshian, 2000 117,650 - - - -
Chief Financial 1999 110,923 - - - -
Officer 1998 109,070 - - - -
--------------------
The dollar value of perquisites and other personal benefits for each
of the named executive officers was less than the established
reporting thresholds..
Represents amounts contributed by the Company under its 401(k) Plan.
Option Grants in Last Fiscal Year
The following table sets forth certain information regarding the grants of
stock options to each of the Named Executive Officers during the fiscal
year ended September 30, 2000.
Number of Percent of Total
Securities Options
Underlying Granted to Exercise or Market
Options Granted Employees in Base Price Price at Date Expiration
Name (#) Fiscal Year ($/Sh) of Grant Date
------------------------------------------------------------------------------------------------------
David C. Thompson 29,632 29.10% $0.75 $0.75 6/6/10
Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year End Option Values
The following table sets forth information on option exercises by the Named
Executive Officers during the fiscal year ended September 30, 2000 and the
value of unexercised options held by the Named Executive Officers on
September 30, 2000.
Number of Shares Underlying
Unexercised Options at Value of Unexercised Options
Shares September 30, 2000 (#) at September 30, 2000 ($) (1)
Acquired On Value ---------------------------- -----------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
-------------------------------------------------------------------------------------------------------------
David C. Thompson None None 74,264 - $59,379 -
--------------------
Value of unexercised options represents the difference between the
exercise prices of the stock options and the closing price ($2.4375
per share) of the Company's Common Stock on the OTCBB on September
29, 2000 the last trading day of the Company's fiscal year. Only in-
the-money options are considered in the calculation.
Compensation of Directors
Each non-employee director of the Company receives a fee of $500 per
quarter plus $400 for each meeting of the Board of Directors attended. In
addition, each non-employee director who serves on a committee of the Board
receives $300 for each committee meeting attended (other than on the day of
a Board meeting). Directors also receive reimbursement for out-of-pocket
expenses relating to attendance at Board or committee meetings. Effective
March 1996, each non-employee director also receives an immediately
exercisable option to purchase 2,000 shares of the Company's Common Stock
as of the date of each of the annual meetings of the Board of Directors.
Such options have a per share exercise price equal to the fair market value
of the Company's Common Stock at the time the option is granted.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of December 18, 2000 there were 1,809,911 shares of Common Stock issued
and outstanding, plus 3,869,740 shares of Common Stock subscribed and paid,
for a total of 5,679,651 shares. The following table sets forth information
regarding the beneficial ownership of the Company's Common Stock (on the
basis of 5,679,651 shares) as of December 18, 2000 by (a) each person known
by the Company to beneficially own more than five percent of the
outstanding shares of Common Stock, (b) each director of the Company who
beneficially owns any shares,(c) each Named Officer (see "Executive
Compensation"), and (d) all directors and officers as a group.
Name and Address Amount and Nature of Percent
Title of Class of Beneficial Owner Beneficial Ownership (1) of Class
-------------- ------------------- ------------------------ --------
Common Stock Joseph L. Stephens, Director 419,582 (2) 7.4%
7030 220th St. SW
Mountlake Terrace WA 98043
Common Stock Arthur P. Stasik, Director 409,500 (3) 7.2%
7030 220th St. SW
Mountlake Terrace WA 98043
Common Stock David C. Thompson, President and Director 310,193 (4) 5.4%
7030 220th St. SW
Mountlake Terrace WA 98043
Common Stock Stephen W. Frankel, Director 137,096 (5) 2.4%
7030 220th St. SW
Mountlake Terrace WA 98043
Common Stock Jan Kallshian, Chief Financial Officer 63,249 (6) 1.1%
7030 220th St. SW
Mountlake Terrace WA 98043
Common Stock All Directors and Executive Officers 1,212,538 21.0%
as a group (5 persons)
--------------------
Represents shares of Common Stock held and/or options held by such
individuals that were exercisable at December 18, 2000 or within 60
days thereafter.
Represents 10,000 shares held of record, 292,500 shares subscribed
and paid, and 117,082 shares held in trust for the Company's Employee
Investment Plan for which Mr. Stephens serves as a co-trustee.
Represents 409,500 shares subscribed and paid.
Represents 88,289 shares held of record, 74,264 shares subject to
presently exercisable stock options, 30,558 shares subject to
presently exercisable Common Stock warrants, and 117,082 shares held
in trust for the Company's Employee Investment Plan for which Mr.
Thompson serves as a co-trustee.
Represents 121,076 shares held of record, 6,000 shares subject to
presently exercisable stock options and 10,020 shares subject to
presently exercisable Common Stock warrants.
Represents 46,569 shares held of record, 10,000 shares subject to
presently exercisable stock options and 6,680 shares subject to
presently exercisable Common Stock warrants.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During fiscal 2000 the Company made principal repayments of $2,865 and
additional borrowings of $462,865 on subordinated loans from David
Thompson, the Company's President. During the year the Company made
interest payments on the loans of $33,409. The balance owed to Mr. Thompson
on the loans at September 30, 2000 was $812,000. In connection with the
same loans, Mr. Thompson was granted 8,834 $0.10 and 10,000 $0.01 warrants
to purchase shares of the Company's Common Stock. The fair value of those
warrants at the grant date, calculated using the Black-Scholes model, was
$26,415.
SIGNATURES
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.
DATAMARINE INTERNATIONAL, INC.
By: /s/ DAVID C. THOMPSON
----------------------
David C. Thompson
President, Chief Executive Officer and Director January 5, 2001
By: /s/ JAN KALLSHIAN
----------------------
Jan Kallshian
Chief Financial Officer January 5, 2001
Pursuant to the requirements of Section 13 or 15(d) 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.
By: /s/ STEPHEN W. FRANKEL
----------------------
Stephen W. Frankel, Chairman of the Board January 5, 2001
By: /s/ ARTHUR STASIK
----------------------
Arthur Stasik, Director January 5, 2001
By: /s/ JOSEPH STEPHENS
----------------------
Joseph Stephens, Director January 5, 2001