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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2005
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: 0-16207
ALL AMERICAN SEMICONDUCTOR, INC.
(Exact name of registrant as specified in its charter)
Delaware 59-2814714
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
16115 N.W. 52nd Avenue, Miami, Florida 33014
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 621-8282
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act. Yes [ ] No [X]
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 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]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. Large
accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes [ ] No [X]
As of June 30, 2005, the last business day of the Registrant's most recently
completed second fiscal quarter, the aggregate market value of the common stock
of ALL AMERICAN SEMICONDUCTOR, INC. held by non-affiliates was $15,400,000.
As of March 20, 2006, 3,976,656 shares of the common stock of ALL AMERICAN
SEMICONDUCTOR, INC. were outstanding.
Documents Incorporated by Reference: None
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Items 10, 11, 12, 13 and 14 of Part III and Item 15 of Part IV of the Annual
Report on Form 10-K for the fiscal year ended December 31, 2005 of All American
Semiconductor, Inc. (the "Company" or the "Registrant") previously filed with
the Securities and Exchange Commission ("SEC") are hereby amended and restated
in their entirety as follows:
Item 10. Directors and Executive Officers of the Registrant
--------------------------------------------------
Executive Officers and Directors
The executive officers and directors of the Company and their ages and positions
with the Registrant as of April 21, 2006 are as follows:
Name Class Age Position
---- ----- --- --------
Paul Goldberg (1)........................ III 77 Chairman of the Board
Bruce M. Goldberg (1).................... II 50 Director, President and Chief Executive
Officer
Howard L. Flanders....................... II 48 Director, Executive Vice President, Chief
Financial Officer and Corporate Secretary
Robin L. Crandell (2)(3)(4).............. III 56 Director
Howard M. Pinsley (2)(3)(4).............. I 66 Director
Michael W. Forman (2).................... I 66 Director
Richard E. Siegel........................ II 60 Director
John Jablansky........................... 48 Senior Vice President of Operations and
Asset Management
---------------
(1) member of the Executive Committee
(2) member of the Audit Committee
(3) member of the Compensation Committee
(4) member of the Nominating Committee
The Company's Certificate of Incorporation provides for a staggered Board of
Directors (the "Board"), consisting of three classes. The terms of office of
Class I, II and III directors expire in 2007, 2008 and 2006. The Board currently
consists of four independent directors and three management directors and
therefore complies with Rule 4350(c) of the Rules of The Nasdaq Stock Market
(the "NASD Rules") which requires that the Board consist of a majority of
independent directors.
The Company's executive officers serve at the discretion of the Board; however,
these executive officers have employment agreements with the Company. See "Item
11. Executive Compensation -- Employment Agreements."
The following is a brief resume of the Company's executive officers and
directors.
Paul Goldberg, one of the co-founders of the Company and the father of Bruce M.
Goldberg, has been employed by the Company in various executive capacities since
its predecessor's formation in 1964, and has served as Chairman of the Board
since 1978. Paul Goldberg was also Chief Executive Officer of the Company until
1997 and President of the Company until 1994.
1
Bruce M. Goldberg, the son of Paul Goldberg, joined the Company in 1988 as Vice
President, in 1990 became Executive Vice President and in 1994 became President
and Chief Operating Officer. In 1997, Bruce M. Goldberg was appointed Chief
Executive Officer of the Company. Bruce M. Goldberg has served as a director of
the Company since 1987. From 1981 until joining the Company, Bruce M. Goldberg
practiced law. Bruce Goldberg serves as a member of the board of directors of
the National Electronic Distributors Association (NEDA), a not-for-profit trade
association representing distributors of electronic components and their
manufacturer-suppliers.
Howard L. Flanders joined the Company in 1991 as its Vice President and Chief
Financial Officer, and in 1992 became a director of the Company and Corporate
Secretary. In 1997, Mr. Flanders was appointed Executive Vice President of the
Company. Prior to joining the Company, Mr. Flanders, who is a CPA, was
Controller of Reliance Capital Group, Inc., a subsidiary of Reliance Group
Holdings, Inc., where he held various positions since 1982. Prior thereto, Mr.
Flanders was an accountant with the predecessor to the public accounting firm of
PricewaterhouseCoopers LLP.
Robin L. Crandell is Vice President of Datacom Sales for JDS Uniphase
Corporation, a provider of optical communications technologies. Prior to the
acquisition in May 2004 by JDS Uniphase Corporation of E20 Communications, Inc.,
Mr. Crandell was Senior Vice President of Worldwide Sales and Marketing for E2O
Communications, Inc., a manufacturer of high-performance fiber optic
transmission components and modules. Prior to joining E2O Communications, Inc.
in March 2002, Mr. Crandell was Partner and Vice President of Sales for Phase II
Technical Sales, a manufacturers sales representation firm specializing in
semiconductors. Prior to 1998, Mr. Crandell was Senior Vice President of Sales
and Marketing for Samsung Electronics, Storage System Division, Vice President
of North American Business Operations for VLSI Technology and Vice President of
North American Sales for Samsung Semiconductor. Previously he held various sales
positions at Advanced Micro Devices and was a senior engineer with Litton Data
Systems. Mr. Crandell has a BSEE degree from California State Polytechnic
University. Mr. Crandell became a director of the Company in 1999.
Howard M. Pinsley is the Chairman of the Board, President and Chief Executive
Officer of Espey Mfg. & Electronics Corp., a company which has designed,
developed and manufactured high voltage applications for industry and defense
since 1928. Mr. Pinsley has been with Espey for over 20 years. Prior to joining
Espey, Mr. Pinsley was a junior accountant at an accounting firm located in New
York City. Mr. Pinsley became a director of the Company in 2002.
Michael W. Forman is President, Chief Executive Officer and a director of NELCO
Financial Services, Inc., a company that provides working capital assistance to
small and medium size companies. Prior to joining NELCO Financial Services in
March 2003, Mr. Forman was a Senior Vice President at Metro Bank. From July 1997
until July 1999, Mr. Forman was President and Chief Executive Officer and a
director of Oceanmark Bank, FSB and from August 1995 to July 1997 Mr. Forman was
President and Chief Credit Officer of Peninsula State Bank. Prior to 1995, Mr.
Forman held various positions within the banking industry for over 28 years. Mr.
Forman became a director of the Company in 2003.
Richard E. Siegel was the Executive Vice President and a director of Supertex,
Inc., a manufacturer of high voltage complex proprietary and industry-standard
integrated circuits until January 2006. Mr. Siegel had been with Supertex since
1981. Prior thereto, Mr. Siegel worked at Signetics Corporation, Fairchild
Semiconductor, Ford Instrument, and Grumman Aircraft Corporation. Mr. Siegel has
a B.S. degree in Mechanical Engineering from the City College of New York. Mr.
Siegel became a director of the Company in 1999.
John Jablansky has been employed by the Company since 1981. He was originally in
sales and since 1982 has worked in various capacities within the product
management department. In 1997, Mr. Jablansky was appointed Senior Vice
President of Product Management of the Company. In 2001, Mr. Jablansky became
Senior Vice President of Product Management and Operations and in 2005 this
title was changed to Senior Vice President of Operations and Asset Management.
Prior to joining the Company, Mr. Jablansky was employed by Milgray Electronics,
another electronic components distributor.
2
Board Committees
Executive Committee
The Executive Committee is comprised of Paul Goldberg and Bruce M. Goldberg.
During 2005, the Executive Committee did not meet formally, however, its members
spoke on nearly a daily basis in connection with the operations of the Company.
The Executive Committee possesses substantially all of the powers of the Board
and acts as the Board between Board meetings.
Audit Committee
The Audit Committee is currently comprised of Howard M. Pinsley, Robin L.
Crandell and Michael W. Forman, all independent directors of the Company. Mr.
Pinsley and Mr. Crandell have served on the Audit Committee since 2002 and Mr.
Forman became a member in 2003. The Board and the Audit Committee believe the
Audit Committee's member composition satisfies the NASD Rules that govern audit
committee composition, including the requirement that audit committee members
all be "independent directors" as that term is defined by NASD Rule 4200(a)(15).
The Audit Committee operates under a written charter and consistent with such
charter monitors and oversees the Company's financial reporting process on
behalf of the Board. It reviews the independence of the Company's registered
independent public accounting firm and is responsible for, among other matters,
authorizing or approving the engagement of the registered independent public
accounting firm for both audit services and permitted non-auditing services, the
scope of audit and non-audit assignments, related fees, the accounting
principles used in financial reporting, internal financial accounting
procedures, the adequacy of the internal control procedures, critical accounting
policies, the overall quality of the Company's financial reporting, and
reviewing and approving in advance, if appropriate, any proposed related party
transactions. The Audit Committee has established procedures for the receipt,
retention and treatment of complaints received by the Company regarding
accounting, internal accounting controls or auditing matters, and for the
confidential, anonymous submission by Company employees of concerns regarding
questionable accounting or auditing matters or other Company-related matters.
The procedures for submission and investigation of communications regarding
accounting and auditing matters and other Company-related matters are posted on
our web site, www.allamerican.com. This document is also available in print upon
written request. Such written request should be sent to the Company, Attention:
Chief Financial Officer, at the Company's address stated hereinabove. The Board
has determined that Mr. Pinsley, who as noted above is independent as that term
is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), is an audit committee financial expert as
defined in Item 401(h)(2) of Regulation S-K.
Compensation Committee
The Compensation Committee currently consists of Howard M. Pinsley and Robin L.
Crandell, two independent directors of the Company. The Compensation Committee
is responsible for determining the compensation of all executive officers of the
Company and acts as the stock option committee of the Board, administering the
Company's Employees', Officers', Directors' Stock Option Plan, as previously
amended and restated (the "Option Plan"). The senior management of the Company
makes all decisions with respect to the compensation (other than the granting of
stock options) of all employees other than the executive officers of the
Company.
Nominating Committee
The Nominating Committee is currently comprised of Howard M. Pinsley and Robin
L. Crandell, both independent directors of the Company. The Nominating Committee
operates under a written charter approved by the Board and consistent with such
charter will evaluate and propose nominees for the Board considering the minimum
qualifications required of Board members as set forth in the charter. A copy of
the Nominating Committee charter is available on the Company's web site,
www.allamerican.com.
3
Recommendation of Nominees
Since the date of the Company's proxy statement for its 2005 annual meeting of
stockholders, there has not been any material change to the procedures by which
security holders recommend nominees to the Board.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's directors and executive
officers, and persons who own more than 10% of a registered class of the
Company's equity securities, to file with the SEC initial reports of ownership
and reports of changes in ownership of common stock and other equity securities
of the Company. Directors, executive officers and greater than ten percent
shareholders are also required by the SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file.
To the Company's knowledge, during the fiscal year ended December 31, 2005, all
Section 16(a) filing requirements applicable to its directors, executive
officers and greater than ten percent shareholders were satisfied.
Code of Ethics
The Company has a Code of Ethics and Business Conduct that applies to all
directors, officers and employees, including its principal executive officers,
its principal financial and accounting officer, and its controller. You can find
the Code of Ethics and Business Conduct on the Company's web site,
www.allamerican.com. The Company will post any amendments to the Code of Ethics
and Business Conduct, and any waivers that are required to be disclosed by the
rules of the SEC or any other regulatory agency, on its web site. This document
is also available in print upon written request. Such written request should be
sent to the Company, Attention: Chief Financial Officer, at the Company's
principal executive office stated in this report.
4
Item 11. Executive Compensation
----------------------
The following table sets forth information regarding the compensation earned
during each of the fiscal years ended December 31, 2005, 2004 and 2003 by the
Chief Executive Officer and each of the other four most highly compensated
executive officers of the Company, whose total annual salary and bonus exceeded
$100,000:
Summary Compensation Table
--------------------------
Long-term
Compensation
Annual Compensation Awards
-------------------------------------- -------------
Other Annual Securities All Other
Salary Compensation Underlying Compensation
Name and Principal Position Year ($) (1) Bonus($) ($) (2) Options(#) ($)(3)
--------------------------- ---- ----------- ---------- ------------ ------------- ---------------
Paul Goldberg............................... 2005 273,000 - - - 10,000
Chairman of the Board 2004 256,000 150,000 - 13,740 11,000
2003 243,000 - - 41,260 48,000(4)
Bruce M. Goldberg........................... 2005 381,000 - - - 27,000
President and Chief 2004 358,000 250,000 - 19,240 28,000
Executive Officer 2003 339,000 - - 58,270 26,000
Howard L. Flanders.......................... 2005 203,000 - - - 7,000
Executive Vice President and 2004 191,000 100,000 - 10,110 7,600
Chief Financial Officer 2003 181,000 - - 30,890 12,000
Rick Gordon (5)............................. 2005 206,000 - - - 4,000
Sr. Vice President of 2004 194,000 100,000 - 9,500 4,000
Sales Asia and Europe 2003 183,000 - - 22,390 4,000
John Jablansky.............................. 2005 194,000(6) - - - 1,000
Sr. Vice President of Operations 2004 183,000(6) - - 2,000 2,000
and Asset Management 2003 174,000(6) - - 6,040 1,000
---------------
(1) Salary paid to Paul Goldberg, Bruce M. Goldberg, Howard L. Flanders and
Rick Gordon in each of the years presented was less than the amount payable
under each executive officer's employment agreement with the Company as a
result of voluntary salary reductions taken by the executive officers which
voluntary salary reductions began in 2001.
(2) Other annual compensation for each of the named executive officers in each
of the years presented did not exceed the lesser of $50,000 or 10% of the
total of annual salary and bonus reported for such named executive officer.
(3) All other compensation includes Company contributions to life insurance
policies, where the Company is not the beneficiary, to the Deferred
Compensation Plans and to the 401(k) Plan of the Company. See hereinbelow
and "Deferred Compensation Plans for Executive Officers and Key Employees"
and "401(k) Plan."
(4) Includes a distribution of $38,000 under the terms of the 1998 Deferred
Compensation Plan of the Company. See "Deferred Compensation Plans for
Executive Officers and Key Employees."
(5) Rick Gordon was an executive officer of the Company on December 31, 2005
and until the termination of his employment on February 28, 2006. See
"Employment Agreements - Separation Agreement."
(6) Includes commissions paid in the aggregate amount of $68,000 for each of
the years presented.
The Company pays for a $550,000 universal life insurance policy on the life of
Paul Goldberg with benefits payable to his wife, which had an annual premium in
2005 of $7,668. Pursuant to the terms of an employment agreement with Bruce M.
Goldberg, the Company makes annual payments, currently in the amount of $21,995,
to Bruce M. Goldberg to cover the annual premium on a $1,000,000 whole life
insurance
5
policy (the "Whole Life Policy") on the life of Bruce M. Goldberg. The Company
is obligated to continue, for the duration of Bruce M. Goldberg's employment
with the Company, to pay the annual premium to Bruce M. Goldberg for the Whole
Life Policy. In addition, pursuant to the terms of an insurance agreement
effective as of January 1, 1993 with each of Howard L. Flanders and Rick Gordon,
beginning in 1993 the Company had advanced substantially all of the premiums for
$1,000,000 flexible premium life insurance policies owned by each of Howard L.
Flanders and Rick Gordon. Under the respective insurance agreement the Company's
obligations to make premium payments in connection with Howard L. Flanders' and
Rick Gordon's policies lasted for a maximum of ten years from the time the
insurance policies were acquired in 1993. This obligation terminated in January
2003. The Company's premium advances were secured by a collateral assignment of
the cash surrender value and death benefit of each of the policies subject to a
five year vesting period which commenced on January 1, 1998. On January 1, 2003
(the tenth anniversary of the insurance agreements), all advances were deemed
cancelled, the security interests fully released and the cash surrender value
and other benefits of their respective insurance policies were fully vested in
Mr. Flanders and Mr. Gordon.
Option Grants in Last Fiscal Year
The Company did not grant any stock options during its fiscal year ended
December 31, 2005 to any named executive officer of the Company. The Company
does not have a plan whereby tandem stock appreciation rights ("SARS") are
granted. See "Employees', Officers', Directors' Stock Option Plan" hereinbelow.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-Ended Option
Values
The following table sets forth information concerning the aggregate option
exercises in the fiscal year ended December 31, 2005 and the value of
unexercised stock options as of December 31, 2005 for the individual executive
officers named in the Summary Compensation Table:
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options At Options At
Shares FY-End(#) FY-End ($)
Acquired on Value Exercisable/ Exercisable/
Exercise(#) Realized($)(1) Unexercisable Unexercisable(2)
--------------------------------------------------------------------------------
Paul Goldberg............... - - 28,878 (E) $ 45,551 (E)
26,122 (U) 30,367 (U)
Bruce M. Goldberg........... 15,000 12,180 45,734 (E) 70,973 (E)
36,776 (U) 47,315 (U)
Howard L. Flanders.......... 6,000 4,872 26,567 (E) 37,624 (E)
19,433 (U) 25,083 (U)
Rick Gordon................. 8,717 27,203 14,567 (E) 13,636 (E)
15,606 (U) 18,181 (U)
John Jablansky.............. 4,000 4,648 7,224 (E) 7,357 (E)
3,816 (U) 4,904 (U)
--------------
(1) Value is based upon the difference between the exercise price of the
options and the last reported sale price of the Common Stock on The Nasdaq
Stock Market on the date of exercise.
(2) Value is based upon the difference between the exercise price of the
options and the last reported sale price of the Common Stock on The Nasdaq
Stock Market on December 31, 2005 (the Company's fiscal year end).
6
Employees', Officers', Directors' Stock Option Plan
In 1987, the Company established an Employees', Officers', Directors' Stock
Option Plan (as previously amended and restated, the "Option Plan"). Subsequent
thereto certain amendments to and a restatement of the Option Plan have been
adopted by the Board and approved by the shareholders of the Company. The Option
Plan may be further modified or amended by the Board, but certain modifications
and amendments are subject to approval by the Company's shareholders. The Option
Plan provides for the granting to key employees of both "incentive stock
options," within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code") and "nonqualified stock options" ("nonqualified
stock options" are options which do not comply with Section 422 of the Code) and
for the granting to nonemployee directors and independent contractors associated
with the Company of nonqualified stock options. Unless earlier terminated, the
Option Plan will continue in effect through September 6, 2015, after which it
will expire and no further options could thereafter be granted under the Option
Plan. The expiration of the Option Plan, or its termination by the Board, will
not affect any options previously granted and then outstanding under the Option
Plan. Such outstanding options would remain in effect until they have been
exercised, terminated or have expired. A maximum of 1,350,000 shares of the
Company's Common Stock have been reserved for issuance upon the exercise of
options granted under the Option Plan, subject to any adjustments required upon
changes in capitalization to prevent dilution or enlargement of the shares
issuable pursuant to the Option Plan by reason of any stock split, stock
dividend, combination of shares, recapitalization or other change in the capital
structure of the Company.
The Option Plan is administered by the Compensation Committee comprised of two
or more independent directors appointed by the Board from among its members. Any
member of the Compensation Committee may be removed at any time either with or
without cause by action of the Board and a vacancy on the Compensation Committee
due to any reason can be filled by the Board. The current members of the
Compensation Committee are two of the independent directors of the Company,
Howard M. Pinsley and Robin L. Crandell. Subject to the express limitations of
the Option Plan, the Compensation Committee has authority, in its discretion, to
interpret the Option Plan, to adopt, prescribe, amend and rescind rules and
regulations as it deems appropriate concerning the holding of its meetings and
administration of the Option Plan, to determine and recommend persons to whom
options should be granted, the date of each option grant, the number of shares
of Common Stock to be included in each option, any vesting schedule, the option
price and term (which in no event will be for a period more than ten years from
the date of grant) and the form and content of agreements evidencing options to
be issued under the Option Plan.
Options may be currently granted under the Option Plan to any key employee or
nonemployee director or prospective key employee or nonemployee director
(conditioned upon, and effective not earlier than, his or her becoming an
employee or director) of or independent contractor associated with the Company
or its subsidiaries. However, as required by the Code, nonemployee directors and
independent contractors are only eligible to receive nonqualified stock options.
In determining key employees to whom options will be granted, the Compensation
Committee takes into consideration the key employee's present and potential
contribution to the success and growth of the Company's business and other such
factors as the Compensation Committee may deem proper or relevant in its
discretion including whether such person performs important job functions or
makes important decisions for the Company, as well as the judgment, initiative,
leadership and continued efforts of eligible participants. Employees who are
also officers or directors of the Company or its subsidiaries will not by reason
of such offices be ineligible to receive options. However, no member of the
Compensation Committee is eligible to receive options under the Option Plan and
it is currently contemplated that nonemployee directors would be granted options
under the Director Stock Option Plan described below and not the Option Plan.
The Compensation Committee has not adopted formal eligibility limitation
criteria. Therefore, quantification of the current number of employees,
nonemployee directors and independent contractors that would technically be
eligible for participation is not currently readily determinable.
The exercise price for all options granted under the Option Plan shall not be
less than the fair market value of the Company's Common Stock on the date of
grant (or, in the case of incentive stock options, 110% of the fair market value
if the beneficiary of the grant beneficially owns 10% or more of the outstanding
shares of the Company's Common Stock). For purposes of the Option Plan, fair
market value on the date of grant of
7
any option is the average of the "market price" of a share of Common Stock for
each of the seven (7) consecutive business days preceding such date. The "market
price" on each such day shall be (i) if the Common Stock is listed on a
securities exchange (including The Nasdaq Stock Market), the closing sales price
on such exchange on such day or, in the absence of reported sales on such day,
the mean between the reported closing bid and asked prices on such exchange on
such day, or (ii) if the Common Stock is not listed on a securities exchange
(including The Nasdaq Stock Market), the mean between the closing bid and asked
prices as quoted by the National Association of Securities Dealers, Inc. through
the National Association of Securities Dealers Automated Quotation System
("NASDAQ") for such day; provided, however, that, if there are no such
quotations or if it is determined that the fair market value is not properly
reflected by such NASDAQ quotations or the Common Stock is not traded on an
exchange or over the counter, fair market value shall be determined by such
other method as the Compensation Committee determines to be reasonable.
Notwithstanding the foregoing, if on, or within ten (10) days prior to, the date
of grant of any options a registration statement filed by the Company with the
SEC in connection with a public offering of Common Stock becomes effective, the
fair market value of a share of such Common Stock shall be the public offering
price per share of Common Stock being offered pursuant to such offering.
Except as may be specifically limited by the terms of the Option Plan, the
granting of options is made at the sole discretion of the Compensation
Committee. Further, the aggregate fair market value of the Company's Common
Stock (determined at the date of the option grant) for which an employee may be
granted incentive stock options which first become exercisable in any calendar
year under the Option Plan may not exceed $100,000. Options granted pursuant to
the Option Plan are not transferable during an optionee's lifetime.
The term of and any vesting schedule (whether the option will be exercisable
immediately, in stages or otherwise, or the vesting will be based upon any
condition such as the operating performance of the Company or other events such
as a change in control) for an option granted under the Option Plan is
established by the Compensation Committee, but the term may not be more than ten
years from the date of grant of the option, except that, in the case of a person
receiving an incentive stock option who at such time owns the Company's Common
Stock representing more than 10% of the Company's Common Stock outstanding at
the time the option is granted, the term of such incentive stock option shall
not exceed five years from the date of grant of the option. In general, options
will not be exercisable after the expiration of their term. Furthermore, the
Compensation Committee has the authority and discretion to determine the time
frame in which an optionee has to exercise his options (subject to the ten-year
limitation from date of grant) in the event of his termination of employment due
to death, disability, termination without cause, retirement, voluntarily leaving
the Company or a change in control.
As of December 31, 2005, a total of 725,071 options were granted and had not
expired or been forfeited, of which 317,551 were exercised and 407,520 options
were outstanding (of which 224,723 options were held by executive officers of
the Company as a group and 122,970 options were exercisable). These options,
which were held by 121 persons, were exercisable at prices ranging from $1.92
per share to $13.018 per share and were exercisable through various expiration
dates from 2006 to 2009.
2000 Nonemployee Director Stock Option Plan
In June 2000, the Company established the 2000 Nonemployee Director Stock Option
Plan, as amended (the "Director Stock Option Plan"). The Director Stock Option
Plan provides for awards of options to purchase shares of Common Stock of the
Company to nonemployee directors of the Company. Under the Director Stock Option
Plan, on or about the day of each nonemployee director's initial election to the
Company's Board, each nonemployee director will be awarded nonqualified stock
options to purchase at least 1,500 shares of the Company's Common Stock, but not
to exceed a maximum of 15,000 shares, at the fair market value of the Company's
Common Stock on the date on which the option is granted. The Board will
determine the number of options to be granted to a nonemployee director upon his
or her initial election as it deems necessary or advisable and in the best
interests of the Company in order to attract and obtain outstanding and highly
qualified candidates to serve on the Company's Board. On the date of the
Company's annual meeting of shareholders occurring later than 12 months after a
nonemployee director's initial election, the Director Stock Option Plan provides
such nonemployee director (subject to his or her re-election if up for
re-election at such annual meeting) will be automatically awarded additional
8
options to purchase 1,000 shares of Common Stock at the fair market value of the
Company's Common Stock on the date on which the option is granted. An aggregate
of 75,000 shares of the Company's Common Stock has been reserved for issuance
under the Director Stock Option Plan.
As of December 31, 2005, a total of 21,000 options were granted and had not
expired or been forfeited, of which 750 were exercised, 20,250 options were
outstanding and 14,250 were exercisable. These options, which were held by 4
persons, had exercise prices ranging from $1.96 per share to $10.53 per share
(based on fair market value at date of grant) and vest in 50% annual increments
over a two-year period and were exercisable over a ten-year period. Under
certain circumstances, including death, permanent disability, retirement or a
change in control, vesting is accelerated and the options become fully
exercisable.
Registration Statements
The Company has filed registration statements on Form S-8 with the SEC in order
to register all of the shares of Common Stock issuable under the Company's two
option plans before taking into account the additional 250,000 shares of Common
Stock issuable pursuant to an amendment to the Option Plan that was approved at
the Company's 2005 annual meeting of stockholders. So long as such registration
statements remain effective under the Securities Act of 1933, as amended (the
"Act"), shares of Common Stock (other than such additional 250,000 shares)
issued upon the exercise of outstanding options under the option plans will be
immediately and freely tradable without restriction under the Act, subject to
applicable volume limitations, if any, under Rule 144 and, in the case of
executive officers and directors of the Company, Section 16 of the Exchange Act.
It is contemplated that the Company will, at the appropriate time, file an
additional registration statement on Form S-8 in order to register the
additional 250,000 shares of Common Stock issuable pursuant to the amendment to
the Option Plan that was approved at the Company's 2005 annual meeting of
stockholders.
Deferred Compensation Plans for Executive Officers and Key Employees
Effective January 1, 1988, the Company established a deferred compensation plan
(the "1988 Deferred Compensation Plan") for executive officers and key employees
of the Company. The employees eligible to participate in the 1988 Deferred
Compensation Plan (the "Participants") are chosen at the sole discretion of the
Board, upon a recommendation from the Compensation Committee. In 2003 the 1988
Deferred Compensation Plan was amended to allow a Participant to elect to
receive a lump sum benefit, providing such Participant has attained at least the
age of 65 and has at such time 25 or more years of service with the Company.
Pursuant to the 1988 Deferred Compensation Plan, commencing on a Participant's
retirement date, he or she will receive an annuity for ten years, unless he or
she has elected to receive a lump sum benefit as described above. The amount of
the annuity shall be computed at 30% of the Participant's salary, as defined.
Any Participant with less than ten years of service to the Company as of his or
her retirement date will only receive a pro rata portion of the annuity.
Retirement benefits paid under the 1988 Deferred Compensation Plan will be
distributed monthly. The Company did not pay any benefits under this plan for
2005. The maximum annuity benefit payable to a Participant (including each of
the named executive officers) under the 1988 Deferred Compensation Plan is
presently $30,000 per annum.
During 1996, the Company established a second deferred compensation plan (the
"1996 Deferred Compensation Plan") for executives of the Company. The executives
eligible to participate in the 1996 Deferred Compensation Plan are chosen at the
sole discretion of the Board upon a recommendation from the Compensation
Committee. The Company may make contributions each year in its sole discretion
and is under no obligation to make a contribution in any given year. For 2005
the Company did not make any contributions to the plan. Participants in the plan
will vest in their plan benefits over a ten-year period. If the participant's
employment terminates due to death, disability or a change in control of
management, he or she will vest 100% in all benefits under the plan. Retirement
benefits will be paid, as selected by the participant, based on the sum of the
contributions made and any additions based on investment gains. One executive
officer (John Jablansky) of the Company has been chosen as a participant in the
1996 Deferred Compensation Plan.
9
401(k) Plan
The Company maintains a 401(k) plan (the 401(k) Plan), which is intended to
qualify under Section 401(k) of the Internal Revenue Code. All full-time
employees of the Company are eligible to participate in the 401(k) Plan after
completing 90 days of employment. During 2005, each eligible employee could
elect to contribute to the 401(k) Plan, through payroll deductions, up to 100%
of his or her salary, limited to $15,000 in 2005. The Company's 401(k) Plan
provides for discretionary matching contributions by the Company. During 2001
and in prior years, the Company's 401(k) Plan provided for standard matching
contributions by the Company in the amount of 25% on the first 6% contributed of
each participating employee's salary. No matching contributions were made by the
Company for 2005.
Employment Agreements
The Goldberg Agreements
The Company has employment agreements with each of Paul Goldberg, its Chairman
of the Board, and Bruce M. Goldberg, its Chief Executive Officer and President
(collectively and as amended the "Goldberg Agreements"). Effective January 1,
2000, the term of each of the Goldberg Agreements was extended until December
31, 2005, with automatic additional successive one-year renewal periods
thereafter unless terminated in writing by the Company or the employee at least
60 days prior to the expiration of the then current term and subject, in the
case of Paul Goldberg, to earlier termination in the event that Paul Goldberg
elects to exercise his right to retire as hereinafter described. Each of the
Goldberg Agreements provides for a base salary, in the case of Paul Goldberg, of
$291,167 per annum effective January 1, 2000, and, in the case of Bruce M.
Goldberg, of $391,723 per annum effective January 1, 1999, subject to an annual
increase equal to the greater of 4% per annum or the increase in the cost of
living. During 2001 through 2005 Bruce M. Goldberg and Paul Goldberg voluntarily
agreed to reductions in the base salary that they would otherwise then have been
entitled to receive. Under the Goldberg Agreements, Paul Goldberg and Bruce M.
Goldberg are entitled to receive, in the case of Paul Goldberg, an annual cash
bonus equal to 3% and, in the case of Bruce M. Goldberg, an annual cash bonus in
1999 equal to 4% and in 2000 and thereafter 5% of the Company's pre-tax income,
before nonrecurring and extraordinary charges, in excess of $1,000,000 in any
calendar year. Such annual bonus compensation for each of Paul Goldberg and
Bruce M. Goldberg is limited in any year to an amount no greater than two times
his respective base salary for the applicable year. In addition, upon a change
in control, all options granted by the Company to Paul Goldberg and Bruce M.
Goldberg automatically vest.
Under the Goldberg Agreement for Paul Goldberg, as amended, he is able to elect,
in his sole discretion, to retire at any time (the "Retirement Election"). Upon
the earlier to occur of the Retirement Election or at the expiration of the term
of his Goldberg Agreement, the Company will be obligated to pay Paul Goldberg
(in addition to any other compensation he may be entitled to upon termination),
and his spouse upon his death, a retirement benefit of $100,000 per annum until
the later of the death of Paul Goldberg or his spouse, provide him and his
spouse, without cost, until the later of their respective deaths, at least the
same level of medical and health insurance benefits as was provided prior to his
retirement and continue to pay the premiums on the life insurance policy
insuring his life as described under "Summary Compensation Table" hereinabove.
The Goldberg Agreements also provide certain additional benefits to each of Paul
Goldberg and Bruce M. Goldberg, including participation in the Company benefit
plans, use of or payment for an automobile and, in the case of Bruce M.
Goldberg, continuance in the event of disability of all his respective
compensation and other benefits for two years and the payment of the annual
premium on the Whole Life Policy as described under "Summary Compensation Table"
above.
The Goldberg Agreements, also provide that, in the event of change in control
(as defined) of the Company, each of Paul Goldberg and Bruce M. Goldberg shall
have the option in his sole discretion to terminate his Goldberg Agreement. In
such event, Paul Goldberg would be entitled to elect (in lieu of electing to
continue to receive some or all of the compensation, payments and benefits as
and when due under his Goldberg Agreement) to receive a lump sum payment equal
to the sum of (i) Paul Goldberg's compensation due
10
through the greater of the end of the term of his Goldberg Agreement or three
years after the change in control, (ii) the present value (assuming a certain
discount rate and life expectancy) of the retirement payments payable to Paul
Goldberg commencing from the later of the end of the term or three years after
the change in control until his death, (iii) an amount sufficient to pay, until
the later of his or his spouse's death, the premium for at least the same level
of health insurance benefits as was provided before the change in control and
(iv) an amount sufficient to pay until his death, the premiums on the life
insurance policy insuring his life as described under "Summary Compensation
Table" above. Similarly, under the Goldberg Agreement for Bruce M. Goldberg, in
the event of a change in control and Bruce M. Goldberg's election to terminate
his Goldberg Agreement, Bruce M. Goldberg at his option will be entitled to
elect to receive a lump sum payment equal to his compensation due through the
later of the end of the term of his Goldberg Agreement or three years after the
change in control or for such period to continue to receive such compensation as
and when due under the Goldberg Agreement. The Goldberg Agreements (as well as
the employment agreement for Howard L. Flanders discussed below) also provide
for reimbursement of, and a gross-up for, any federal tax liability imposed
pursuant to Section 4999 or Section 280G (or any successor provisions) of the
Internal Revenue Code of 1986, as amended, and any similar state or local taxes,
as a result of a change in control payment, consideration and/or benefit made or
provided by the Company pursuant to such employment agreements.
The Flanders Agreement
Effective as of January 1, 2000, the Company entered into a new employment
agreement with Howard L. Flanders, its Executive Vice President, Chief Financial
Officer and Corporate Secretary (the "Flanders Agreement").
The Flanders Agreement had an initial term through December 31, 2003, with
automatic additional successive one-year renewal periods thereafter unless
terminated in writing by the Company or the employee at least 60 days prior to
expiration of the then current term. It provides for a base salary, effective as
of January 1, 2000, of $215,000 per annum, subject to an annual increase
commencing January 1, 2001, equal to the greater of 5% per annum or the increase
in the cost of living. During 2001 through 2005, Howard L. Flanders voluntarily
agreed to reductions in the base salary that he would otherwise then have been
entitled to receive. Under the Flanders Agreement, Mr. Flanders is entitled to
receive an annual cash bonus equal to 2% of the Company's pre-tax income, before
nonrecurring and extraordinary charges, in excess of $1,000,000 in any calendar
year. Such annual cash bonus compensation is limited in any year to an amount no
greater than the base salary for the applicable year. The Flanders Agreement
also provides for certain additional benefits, including participation in the
Company benefit plans, use of or payment for an automobile and continuance of
all his compensation and other benefits for two years in the event of
disability. Further, if Mr. Flanders were to be terminated without cause (which
includes requiring employee to perform duties not commensurate with his offices
or which differ materially from duties that presently exist or, after a change
in control, changing the location where employee is based), he is entitled to
receive severance benefits equal to the greater of two-years compensation or the
remainder of the compensation due under the Flanders Agreement. Additionally,
under the Flanders Agreement, the Company has paid premiums under a life
insurance policy for Mr. Flanders with the beneficiary to be as designated by
Mr. Flanders as described under "Summary Compensation Table" above. The Flanders
Agreement also provides that, in the event of a change in control (as defined)
of the Company, Mr. Flanders would have the option in his sole discretion to
terminate the Flanders Agreement. In such event, and subject to remaining an
employee of the Company (or its successor) for 180 days after the change in
control (other than as a result of his death, disability or termination without
cause), Mr. Flanders, at his option, is entitled to elect to receive a lump-sum
payment equal to his compensation due through the later of the end of the term
of the Flanders Agreement or two years after the change in control or for such
period to continue to receive such compensation as and when due under the
Flanders Agreement. In addition, upon a change in control, all options granted
by the Company to Mr. Flanders automatically vest. The Flanders Agreement also
contains covenants not to compete, nonsolicitation and nondisclosure provisions.
11
The Jablansky Agreement
On January 31, 2006, the Company entered into an employment agreement (the
"Jablansky Agreement") with John Jablansky, its Senior Vice President of
Operations and Asset Management and an executive officer of the Company. The
Jablansky Agreement is effective as of January 1, 2006 and has an initial term
through December 31, 2006, with automatic additional successive one-year renewal
periods thereafter unless terminated in writing by the Company or the employee
at least 60 days prior to expiration of the then current term. The Jablansky
Agreement provides for a base salary, effective as of January 1, 2006, of
$200,000 per annum, subject to an annual increase for each calendar year during
the term of the Jablansky Agreement after 2006 equal to the greater of 5% per
annum or the annual increase in the cost of living. Mr. Jablansky is also
entitled to participate in all employee benefit plans offered by the Company,
including, without limitation, medical insurance, dental insurance, pension
and/or profit sharing plans, 401(k) plans, stock option plans and cafeteria
plans, as well as the 1996 Deferred Compensation Plan. Under the Jablansky
Agreement, if the Company were to terminate Mr. Jablansky without Cause (as
defined in the Jablansky Agreement) or if Mr. Jablansky were to become disabled,
he would be entitled to receive a severance amount equal to that portion of his
gross annual salary at the time of termination that would have been paid over
the number of weeks equal to the product of 2 multiplied by the full number of
calendar years that Mr. Jablansky had been employed by the Company. This
severance amount would be paid on the basis of regularly occurring payroll
payments as if Mr. Jablansky were still employed by the Company. The Jablansky
Agreement also provides that, in the event that a Change in Control (as defined
in the Jablansky Agreement) of the Company occurs while Mr. Jablansky is
employed by the Company, and within the 60-day period prior to the date of the
Change in Control or at any time during the two year period following the date
of the Change in Control, Mr. Jablansky's employment is terminated by the
Company without Cause or the Company elects not to renew the Jablansky Agreement
or the Company requires Mr. Jablansky to relocate to an office outside of
Miami-Dade County, Broward County or Palm Beach County, Florida without Mr.
Jablansky's consent and as a result Mr. Jablansky resigns as an employee of the
Company, (i) Mr. Jablansky would receive a severance amount equal to his then
current annual salary until the later of 12 months after such termination,
non-renewal or resignation or 24 months after the date of the Change in Control,
with such severance amount being payable on the basis of regularly occurring
payroll payments as if Mr. Jablansky were still employed by the Company, and
(ii) all options granted by the Company to Mr. Jablansky would automatically
vest. The Jablansky Agreement also contains covenants not to compete,
nonsolicitation and nondisclosure provisions.
The Separation Agreement
On March 24, 2006, the Company entered into a separation agreement and general
release (the "Separation Agreement") with Rick Gordon, who was the Company's
Senior Vice President of Sales Asia and Europe and an executive officer of the
Company until February 28, 2006, the effective date of his termination of
employment with the Company. The Separation Agreement provides, among other
things, for severance payments equal to his base salary through February 29,
2008 ($216,300 for the period March 1, 2006 to February 28, 2007 and $227,115
for the period from March 1, 2007 to February 29, 2008) and the cash bonus, if
any is earned, for the calendar years 2006 and 2007 that Mr. Gordon would have
received under his employment agreement with the Company if he had continued as
an employee of the Company. In addition, Mr. Gordon will (i) be entitled to
participate in the medical insurance program offered by the Company from time to
time to all employees through February 29, 2008, subject to the terms set forth
in the Separation Agreement, (ii) continue to have the use of a company-leased
vehicle through May 6, 2008, the end of the lease term, (iii) have the right to
exercise his outstanding stock options that were vested as of February 28, 2006
until May 29, 2006, and (iv) receive $23,000 in lieu of all amounts due with
respect to any deferred compensation plan. Furthermore, in the event that Mr.
Gordon complies with all of the covenants not to compete and related
restrictions set forth in his employment agreement with the Company, all of
which covenants and restrictions survive the termination of his employment with
the Company, the Company will pay an additional $25,000 in severance. The
payments and benefits to be provided to Mr. Gordon under the Separation
Agreement are in full satisfaction of the substantially similar severance
obligations the Company had under Mr. Gordon's employment agreement with the
Company.
12
Board Compensation
Commencing in 2004, nonemployee members of the Board receive an annual fee of
$5,000. Each nonemployee director serving on one or more committees receives an
additional annual fee of $2,000. The chairman of the audit committee receives an
additional annual fee of $1,000.
The nonemployee members of the Board also receive annual grants of options under
the Director Stock Option Plan. See "2000 Nonemployee Director Stock Option
Plan."
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Board currently consists of Howard M. Pinsley
and Robin L. Crandell, both being independent directors of the Company. See
"Board Committees - Compensation Committee" under "Item 10. Directors and
Executive Officers of the Registrant." Since January 1, 2005 to the date hereof,
none of the members of the Compensation Committee had any relationship with the
Company requiring disclosure under Item 404 of Regulation S-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management and
------------------------------------------------------------------
Related Stockholder Matters
---------------------------
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of April 21, 2006, by: (i) each
person known by the Company to be the beneficial owner of more than five percent
(5%) of the Company's Common Stock, (ii) each director of the Company, (iii)
each executive officer of the Company who was serving as an executive officer at
the end of fiscal year 2005 (including the Chief Executive Officer) and (iv) all
executive officers and directors of the Company as a group. Except as indicated
in the notes to the following table, the persons named in the table have sole
voting and investment power with respect to all shares shown as beneficially
owned by them.
Percent of
Name and Address Amount and Nature of Outstanding
of Beneficial Owner (1) Beneficial Ownership (2) Shares (2)
----------------------- ------------------------ -----------
Bruce M. Goldberg (3)................................ 309,746 7.6%
Paul Goldberg (4).................................... 178,077 4.4%
Howard L. Flanders................................... 47,631 1.2%
Rick Gordon.......................................... 35,290 *
John Jablansky....................................... 20,490 *
Richard E. Siegel (5)................................ 5,050 *
Robin L. Crandell.................................... 4,500 *
Howard M. Pinsley.................................... 3,500 *
Michael W. Forman (6)................................ 1,750 *
All executive officers and directors
as a group (9 persons)(3)(4)(5)(6)................... 606,034 14.5%
---------------
* Less than 1%
(1) The address of Bruce M. Goldberg is 230 Devcon Drive, San Jose, California
95112.
(2) Includes as to the person indicated the following outstanding stock options
to purchase shares of the Company's Common Stock issued under the
Employees', Officers', Directors' Stock Option Plan and the Director Stock
Option Plan which will be vested and exercisable on or before June 20,
2006: 74,814 options held by Bruce M. Goldberg; 49,504 options held by Paul
Goldberg; 41,956 options held by Howard L. Flanders; 26,373 options held by
Rick Gordon; 10,240 options held by John Jablansky; 4,500 options held by
Richard E. Siegel; 4,500 options held by Robin L. Crandell; 1,750 options
held by Howard M. Pinsley; 1,500 options held by Michael W. Forman and
215,137 options held by the executive officers and directors as a group.
Excludes outstanding
13
stock options to purchase an aggregate of 49,836 additional shares of the
Company's Common Stock issued under the Employees', Officers', Directors'
Stock Option Plan and the Director Stock Option Plan to the executive
officers and directors as a group that will not be vested nor exercisable
as of June 20, 2006.
(3) Includes a total of 79,500 shares of the Company's Common Stock held of
record by Bruce M. Goldberg as trustee for his sons and for his nieces and
nephew and 1,500 shares of the Company's Common Stock held of record by
Jayne Goldberg, the wife of Bruce M. Goldberg. For federal securities law
purposes only, Bruce M. Goldberg is deemed to be the beneficial owner of
these securities. Does not include 19,209 shares of the Company's Common
Stock held of record by an unrelated third party as trustee for Bruce M.
Goldberg's sons. Bruce M. Goldberg disclaims beneficial ownership over all
such securities.
(4) Includes 57,844 shares of the Company's Common Stock owned of record by
Paul Goldberg's wife, Lola Goldberg, and a total of 500 shares of the
Company's Common Stock held of record by Paul Goldberg as custodian for two
of his grandchildren. For federal securities law purposes only, Paul
Goldberg is deemed to be the beneficial owner of these securities.
(5) Does not include 550 shares of the Company's Common Stock owned by Richard
E. Siegel's wife, Mary N. Siegel, and as to which Mr. Siegel is not the
beneficial owner for federal securities law purposes.
(6) Includes 250 shares of the Company's Common Stock owned of record by
Michael W. Forman's wife, Ann Forman. For federal securities law purposes
only, Michael W. Forman is deemed to be the beneficial owner of these
securities.
Equity Compensation Plan Information
The following table sets forth information about our Common Stock that may be
issued upon exercise of options, warrants and rights under all of our equity
compensation plans as of December 31, 2005, including the Option Plan and the
Director Stock Option Plan. Our stockholders have approved both of these plans.
Number of Securities Remaining
Number of Securities To Weighted Average Available for Future Issuance Under
Be Issued Upon Exercise Exercise Price of Equity Compensation Plans (Excluding
of Outstanding Options, Outstanding Options, Securities
Plan Category Warrants And Rights Warrants and Rights Reflected in the First Column)
------------------------ ------------------------- ----------------------- ------------------------------------
Equity compensation plans
approved by stockholders 427,770 $3.56 678,929
Equity compensation plans
not approved by stockholders N/A N/A N/A
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
During 2005, the Company purchased product aggregating approximately $2.3
million from Supertex, Inc., a supplier of the Company where a Board member of
the Company, Richard E. Siegel, was the Executive Vice President and a director
until January 2006.
The Company leased residential space in San Jose, California from a partnership
which includes two of the Company's executive officers (Paul Goldberg and Bruce
M. Goldberg). Beginning in 2001, the partnership had agreed to varying
reductions in the monthly rental payment. The lease was terminated in September
2005. The Company paid approximately $27,900 to this partnership for the year
ended December 31, 2005.
14
Item 14. Principal Accountant Fees and Services
--------------------------------------
The Company and its Audit Committee are committed to ensuring the independence
of its registered independent public accounting firm. As such, it is the
Company's policy that all engagements of the Company's registered independent
public accounting firm be pre-approved by the Audit Committee.
Audit Fees. The aggregate fees billed by the Company's registered independent
public accounting firm Lazar Levine & Felix LLP, for professional services
rendered for the audit of the Company's annual financial statements for the
years ended December 31, 2005 and December 31, 2004 and the review of the
financial statements included in the Company's Forms 10-Q for each year were
$195,000 and $189,000.
Audit Related Fees. There were no fees billed by Lazar Levine & Felix LLP for
2005 and 2004 for assurance and related services that are reasonably related to
the performance of the audit or review of the Company's financial statements
that are not reported under Audit Fees above.
Tax Fees. The aggregate fees billed in 2005 and 2004 for professional services
rendered by Lazar Levine & Felix LLP for tax compliance, tax advice, and tax
planning were $43,000 and $35,000. All such tax services were pre-approved by
the Audit Committee.
All Other Fees. There were no fees billed for services rendered by Lazar Levine
& Felix LLP for 2005 and 2004, other than the services described above.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
------------------------------------------
(a) List of documents filed as part of this report Page*
--------------------------------------------- ----
1. Financial Statements
--------------------
Management's Responsibility for Financial Reporting........................ F-1
Report of Registered Independent Public Accounting Firm.................... F-1
Consolidated Balance Sheets................................................ F-2
Consolidated Statements of Income.......................................... F-3
Consolidated Statements of Changes in Shareholders' Equity................. F-4
Consolidated Statements of Cash Flows...................................... F-5
Notes to Consolidated Financial Statements................................. F-6
2. Financial Statement Schedule
----------------------------
Schedule II - Valuation and Qualifying Accounts............................ S-1
* Page numbers refer to the Company's Annual Report on Form 10-K for the year
ended December 31, 2005 filed with the Securities and Exchange Commission
on March 31, 2006.
3. Exhibits
--------
3.1 Certificate of Incorporation, as amended (incorporated by
reference to Exhibits 3.1 to the Company's Registration
Statement on Form S-1, File No. 33-15345-A, and to the
Company's Form 10-K for the fiscal year ended December 31,
1991), as further amended by (i) Certificate of Amendment of
Certificate of Incorporation dated August 21, 1995 of the
Company (incorporated by reference to Exhibit 3.1 to the
Company's Form 10-K for the year ended December 31, 1995) and
(ii) Certificate of Amendment of Certificate of Incorporation
dated June 1, 1999 of the Company (incorporated by reference
to Exhibit 3.1 to the Company's Form 10-Q for the quarter
ended June 30, 1999).
3.2 By-Laws, as amended July 29, 1994 (incorporated by reference
to Exhibit 3.1 to the Company's Form 10-Q for the quarter
ended June 30, 1994).
15
4.1 Specimen Certificate of Common Stock (incorporated by
reference to Exhibit 4.1 to the Company's Form 10-Q for the
quarter ended June 30, 1999).
4.2 2000 Common Stock Purchase Rights Agreement, dated as of June
9, 2000, between the Company and American Stock Transfer &
Trust Company (incorporated by reference to Exhibit number 4.1
to the Company's Registration Statement on Form 8-A, filed
with the Securities and Exchange Commission on June 13, 2000).
10.1 Form of Indemnification Contracts with Directors and Executive
Officers (incorporated by reference to Exhibit 10.1 to the
Company's Registration Statement on Form S-2, File No.
33-47512).
10.2 Lease Agreement for Headquarters dated May 1, 1994 between Sam
Berman d/b/a Drake Enterprises ("Drake") and the Company
(incorporated by reference to Exhibit 10.1 to the Company's
Form 10-Q for the quarter ended March 31, 1994).
10.3 Lease Agreement for west coast corporate office and northern
California sales office in San Jose, California dated October
1, 1998 between San Jose Technology Properties, LLC and the
Company (incorporated by reference to Exhibit 10.3 to the
Company's Form 10-K for the year ended December 31, 1998).
10.4 Promissory Notes, all dated May 1, 1994 payable to Drake, the
Company's landlord, in the amounts of $865,000 and $32,718
(incorporated by reference to Exhibit 10.2 to the Company's
Form 10-Q for the quarter ended March 31, 1994).
10.5 Promissory Note, dated May 1, 1995, payable to Drake, the
Company's landlord, in the amount of $90,300 (incorporated by
reference to Exhibit 10.35 to Amendment No. 1 to the Company's
Registration Statement on Form S-1, File No. 33-58661).
10.6 Promissory Note, dated October 1, 1996, payable to Sam Berman,
d/b/a Drake Enterprises, in the amount of $161,500
(incorporated by reference to Exhibit 10.38 to the Company's
Form 10-K for the year ended December 31, 1996).
10.7 Agreement between Drake and the Company dated May 1, 1994
(incorporated by reference to Exhibit 10.5 to the Company's
Form 10-K for the year ended December 31, 1994).
10.8 Amended and Restated All American Semiconductor, Inc.
Employees', Officers', Directors' Stock Option Plan, as
amended through November 2, 2005 (incorporated by reference to
Exhibit 10.1 to the Company's Current Report on Form 8-K filed
on November 7, 2005).**
10.9 All American Semiconductor, Inc. Amended and Restated 2000
Nonemployee Director Stock Option Plan, as amended and
restated through August 22, 2001 (incorporated by reference to
Exhibit 10.8 to the Company's Form 10-K for the year ended
December 31, 2001).**
10.10 Deferred Compensation Plan (incorporated by reference to
Exhibit 10.5 to the Company's Registration Statement on Form
S-2, File No. 33-47512).**
10.11 Amendment No. 1 to the All American Semiconductor, Inc.
Deferred Compensation Plan for Executives (incorporated by
reference to Exhibit 10.1 to the Company's Form 10-Q for the
quarter ended June 30, 2003).**
10.12 Employment Agreement dated as of May 24, 1995, between the
Company and Paul Goldberg (incorporated by reference to
Exhibit 10.22 to Amendment No. 1 to the Company's Registration
Statement on Form S-1, File No. 33-58661), as amended by First
Amendment to Employment Agreement dated as of December 31,
1996, between the Company and Paul Goldberg (incorporated by
reference to Exhibit 10.9 to the Company's Form 10-K for the
year ended December 31, 1996), as amended by Second Amendment
to Employment Agreement dated as of August 21, 1998, between
the Company and Paul Goldberg (incorporated by reference to
Exhibit 10.1 to the Company's Form 10-Q for the quarter ended
September 30, 1998), as amended by Third Amendment to
Employment Agreement effective as of January 1, 2000 and dated
as of April 27, 2000, between the Company and Paul Goldberg
(incorporated by reference to Exhibit 10.1 to the Company's
Form 10-Q for the quarter ended March 31, 2000).**
10.13 Employment Agreement dated as of May 24, 1995, between the
Company and Bruce M. Goldberg (incorporated by reference to
Exhibit 10.24 to Amendment No. 1 to the Company's Registration
Statement on Form S-1, File No. 33-58661), as amended by First
Amendment to Employment Agreement dated as of August 21, 1998,
between the Company and Bruce M. Goldberg (incorporated by
reference to Exhibit 10.2 to the Company's Form 10-Q for the
quarter ended September 30, 1998), as amended by Second
Amendment to
16
Employment Agreement effective as of January 1, 2000 and dated
as of April 27, 2000, between the Company and Bruce M.
Goldberg (incorporated by reference to Exhibit 10.2 to the
Company's Form 10-Q for the quarter ended March 31, 2000).**
10.14 All American Semiconductor, Inc. 401(k) Profit Sharing Plan,
amended and restated (incorporated by reference to Exhibit
10.1 to the Company's Form 10-Q for the quarter ended
September 30, 2003).**
10.15 Form of Salary Continuation Plan (incorporated by reference to
Exhibit 10.37 to the Company's Form 10-K for the year ended
December 31, 1996).**
10.16 Employment Agreement effective as of January 1, 2000 and dated
as of April 27, 2000, between the Company and Howard L.
Flanders (incorporated by reference to Exhibit 10.3 to the
Company's Form 10-Q for the quarter ended March 31, 2000).**
10.17 Employment Agreement effective as of January 1, 2000 and dated
as of April 27, 2000, between the Company and Rick Gordon
(incorporated by reference to Exhibit 10.4 to the Company's
Form 10-Q for the quarter ended March 31, 2000).**
10.18 Separation Agreement and General Release entered into as of
March 24, 2006 between the Company and Rick Gordon
(incorporated by reference to Exhibit 10.1 to the Company's
Current Report on Form 8-K filed on March 30, 2006).**
10.19 Employment Agreement effective as of January 1, 2006 and dated
as of January 31, 2006 between the Company and John Jablansky
(incorporated by reference to Exhibit 10.1 to the Company's
Current Report on Form 8-K filed on January 31, 2006).**
10.20 Composition Agreement dated September 18, 2002 among ParView,
Inc., AmeriCapital, LLC and the Company (without exhibits)
(incorporated by reference to Exhibit 10.3 to the Company's
Form 10-Q for the quarter ended September 30, 2002).
10.21 Credit Agreement among Harris Trust and Savings Bank, as a
lender and administrative agent, US Bank National Association,
as co-agent, and the other lenders party thereto and the
Company, as borrower, dated May 14, 2003 (incorporated by
reference to Exhibit 10.1 to the Company's Form 10-Q for the
quarter ended March 31, 2003).
10.22 First Amendment to Credit Agreement dated as of June 11, 2004
(incorporated by reference to Exhibit 10.1 to the Company's
Form 10-Q for the quarter ended June 30, 2004).
10.23 Second Amendment to Credit Agreement, dated as of August 8,
2005, among the Company, as borrower, and Harris N.A.,
successor by merger to Harris Trust and Savings Bank, as a
lender and administrative agent, U.S. Bank National
Association, as a lender and co-agent, and the other lenders
party thereto (incorporated by reference to Exhibit 10.1 to
the Company's Current Report on Form 8-K filed on August 10,
2005).
10.24 Third Amendment to Credit Agreement, dated as of March 31,
2006 among the Company, as borrower, and Harris N.A.,
successor by merger to Harris Trust and Savings Bank, as a
lender and administrative agent, U.S. Bank National
Association, as a lender and co-agent, and the other lenders
party thereto (incorporated by reference to Exhibit 10.24 to
the Company's Form 10-K for the year ended December 31, 2005
filed on March 31, 2006).
10.25 Software License and Services Agreement dated as of June 30,
2004 by and between the Company and PeopleSoft USA, Inc.
(incorporated by reference to Exhibit 10.2 to the Company's
Form 10-Q for the quarter ended June 30, 2004). Portions of
this exhibit have been omitted and separately filed with the
Securities and Exchange Commission pursuant to a request for
confidential treatment. Redactions are marked by "[*]".
10.26 Lease Agreement dated July 22, 2004, by and between Winthrop
Resources Corporation and the Company in connection with the
Company's enterprise resource planning (ERP) system and other
future projects (incorporated by reference to Exhibit 10.22 to
the Company's Form 10-K for the year ended December 31, 2004).
10.27 Installment Payment Agreement dated July 28, 2004, by and
between Siemens Financial Services, Inc. and the Company in
connection with the Company's enterprise resource planning
(ERP) system. Portions of this exhibit have been omitted and
separately filed with the Securities and Exchange Commission
pursuant to a request for confidential treatment. Redactions
are marked by "[*]" (incorporated by reference to Exhibit
10.23 to the Company's Form 10-K for the year ended December
31, 2004).
17
10.28 Master Lease dated January 12, 2006 by and between Solarcom
LLC and the Company in connection with the Company's
enterprise resource planning (ERP) system and other future
projects (incorporated by reference to Exhibit 10.28 to the
Company's Form 10-K for the year ended December 31, 2005 filed
on March 31, 2006).
21.1 List of subsidiaries of the Registrant (incorporated by
reference to Exhibit 21.1 to the Company's Form 10-K for the
year ended December 31, 2005 filed on March 31, 2006).
23.1 Consent of Lazar Levine & Felix LLP, registered independent
public accounting firm(incorporated by reference to Exhibit
23.1 to the Company's Form 10-K for the year ended December
31, 2005 filed on March 31, 2006).
31.1 Certification of Chief Executive Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 (incorporated by
reference to Exhibit 31.1 to the Company's Form 10-K for the
year ended December 31, 2005 filed on March 31, 2006).
31.1.1 Certification of Chief Executive Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 for Form 10-K/A.*
31.2 Certification of Chief Financial Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 (incorporated by
reference to Exhibit 31.2 to the Company's Form 10-K for the
year ended December 31, 2005 filed on March 31, 2006).
31.2.1 Certification of Chief Financial Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 for Form 10-K/A.*
32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C.
ss. 1350 (incorporated by reference to Exhibit 32.1 to the
Company's Form 10-K for the year ended December 31, 2005 filed
on March 31, 2006).
32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C.
ss. 1350 (incorporated by reference to Exhibit 32.2 to the
Company's Form 10-K for the year ended December 31, 2005 filed
on March 31, 2006).
-------------------
* Filed herewith
** Management contract or compensation plan or arrangement required to be
filed as an exhibit to this report pursuant to Item 14(c) of Form 10-K.
------------------------
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 to Form 10-K to
be signed on its behalf by the undersigned, thereunto duly authorized.
ALL AMERICAN SEMICONDUCTOR, INC.
(Registrant)
By: /s/ BRUCE M. GOLDBERG
--------------------------------------------------------
Bruce M. Goldberg, President and Chief Executive Officer
(Duly Authorized Officer)
By: /s/ HOWARD L. FLANDERS
--------------------------------------------------------
Howard L. Flanders, Executive Vice President,
Chief Financial Officer and Director
(Principal Financial and Accounting Officer)
Dated: April 28, 2006
18