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, 2002.
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
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 an accelerated filer (as
defined in Exchange Act Rule 12b-2).
Yes [ ] No [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 13, 2002 was $6,336,774.
At December 13, 2002 there were 8,024,312 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 70 Chairman of the Board, Chief Executive Officer 1980
and President
Leonard I. Malis 83 Director 1989
Bruce A. Murray 66 Director 1992
Robert H. Dick 59 Director 1997
Louis Uchitel 77 Director 2001
Jerry L. Malis, has served as Chief Executive Officer, 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.
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 of the Department of Neurosurgery. 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 chairman of the
compensation committee, has been a director of the Company since October 14,
1992. He was a Managing Member of The Change Management Group, LLC, a management
consulting company, and was a Principal of Adair & Murray Associates, Inc., a
management consulting company. Mr. Murray has 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.
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.
Louis Uchitel, chairman of the audit committee and a member of the
compensation committee, was appointed as a director of the Company in June 2001.
He is a certified public accountant and the Secretary and Treasurer of Quaker
2
State Environmental Equipment, Inc., a lessor of solid waste equipment. Mr.
Uchitel was formerly the Executive Vice President and Chief Financial Officer of
Accurate Industries, Inc.
Jerry L. Malis and Dr. Leonard I. Malis are brothers. The executive
officers are elected annually by the Board of Directors and shall continue to
serve until their successors are elected and qualified.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended (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 reports of ownership of, and transactions in, the Company's
securities with the Securities and Exchange Commission and the Nasdaq Stock
Market. Such directors, executive officers and 10% stockholder are also required
to furnish the Company with copies of all Section 16(a) forms they file.
Based solely upon a review of reports furnished to the Company, and on
written representations from certain reporting persons, the Company believes
that, with respect to the fiscal year ended September 30, 2002, each director,
executive officer and 10% stockholder of the Company's securities made timely
filings of all reports require by Section 16 of the Exchange Act.
Item 11. EXECUTIVE COMPENSATION.
------- ----------------------
SUMMARY COMPENSATION TABLE
Summary Compensation Table. The following table sets forth the
aggregate compensation paid by the Company with respect to the three fiscal
years ended September 30, 2002 to the Company's Chief Executive Officer.
Number of
Shares of
Common Stock
Name and Underlying
Principal Position Fiscal Year Salary Bonus Options Granted
------------------------- ----------- -------- -------- ---------------
Jerry L. Malis, 2002 $199,000 $ 25,000 --
Chief Executive Officer 2001 199,000 0 50,000
and President 2000 199,000 0 --
Aggregate Fiscal Year End Option Values. The following table sets forth
the value on September 30, 2002 of unexercised options for the Chief Executive
Officer.
3
Number of Shares of Common Stock
Underlying Unexercised Aggregate Value of Unexercised
Name Options at September 30, 2002 Options at September 30, 2002
---- -------------------------------- ------------------------------
Jerry L. Malis (1) 100,000 $27,250
-------------
(1) On each of June 5, 2000 and October 24, 2002, options to purchase
50,000 shares of Common Stock, which were previously issued to Mr.
Malis, expired in accordance with their terms unexercised. Mr. Malis'
options consist of the following:
- 50,000 shares granted on December 22, 1994 at $2.375 per
share, expiring December 22, 2004, of which 50,000 shares are
exercisable; and
- 50,000 shares granted on December 12, 2000 at $1.125 per share
expiring December 12, 2010, of which 50,000 shares are
exercisable.
DIRECTORS' COMPENSATION
Directors have not received any cash compensation for their services as
members of the Board of Directors, but Directors are entitled to reimbursement
for expenses incurred in connection with their attendance at meetings.
Non-Employee Directors' Stock Option Plan. The Company has adopted the
2000 Non-Employee Directors' Stock Option Plan which provides that each Director
of the Company, who is neither an employee of the Company or an immediate family
member of an officer of the Company, will be granted options to purchase 10,000
shares of the Company's common stock, no par value, ("Common Stock") each year
he is elected, appointed, or re-elected as a Board member. Each non-employee
Director of the Company who served in such position on December 12, 2000, the
effective date of this plan, received a grant of options as of that date. The
exercise price of options granted under this plan is equal to the fair market
value of the common stock on the date of grant. All options granted under this
plan vest upon issuance.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
------- --------------------------------------------------------------
The following table sets forth as of January 15, 2003 certain
information with respect to the beneficial ownership of the Company's Common
Stock by (i) each of the named Executive Officers and Directors; and (ii)
persons or entities believed by the Company to be the beneficial owners of more
than 5% of the Company's Common Stock based on certain filings made under
Section 13 of the Exchange Act. All such information provided by the
stockholders who are not Executive Officers or Directors listed reflects their
beneficial ownership as of the dates specified in the footnotes to the table.
Amount of
Name and Address of Beneficial Percentage
Beneficial Owners (1) Ownership Owned
--------------------- ---------- ----------
Jerry L. Malis (2)(3) 1,232,276 15.2%
Dr. Leonard I. Malis (2)(6) 961,242 12.0%
Russell U. Schenkman (8) 651,375 8.1%
Louis Uchitel (2) (7) 235,000 2.9%
Bruce A. Murray (2)(4) 36,000 *
Robert H. Dick (2)(5) 34,000 *
All officers and directors
as a group (5 persons) 2,498,518 30.4%
--------------------
* 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.
4
(2) The mailing address of Messrs. Malis, Murray, Dick, Uchitel and Dr.
Malis, directors of the Company, is 136 Green Tree Road, P.O. Box 1179,
Oaks, Pennsylvania 19456-1179.
(3) Includes 100,000 shares issuable to Mr. Malis subject to options
exercisable currently or within 60 days. Also includes 200,000 shares
held in the Malis Family, L.P., a limited partnership in which Jerry L.
Malis is the general partner and possesses voting and investment power.
(4) Represents 36,000 shares issuable to Mr. Murray subject to options
exercisable currently or within 60 days.
(5) Represents 34,000 shares issuable to Mr. Dick subject to options
exercisable currently or within 60 days.
(6) 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 investment power.
(7) Includes 20,000 shares issuable to Mr. Uchitel subject to options
exercisable currently or within 60 days.
(8) Russell U. Schenkman is the sole trustee of the Frances W. Gilloway
Marital Trust and the Frances W. Gilloway Residue Trust (the "Trusts"),
which are the record owners of 601,375 shares of the Common Stock and
options to purchase 50,000 shares of Common Stock exercisable currently
or within 60 days. The Trusts were created under the will of Thomas J.
Gilloway to, among other things, own certain shares of the Common Stock
beneficially owned by Mr. Gilloway. Mr. Schenkman in his capacity as
trustee of the Trusts possesses sole voting and investment power with
respect to the shares and therefore is deemed to beneficially own,
under applicable regulations of the Securities and Exchange Commission,
the 651,375 shares owned of record by the Trusts. Mr. Schenkman
disclaims beneficial ownership of all shares owned of record by the
Trusts. The address of Mr. Schenkman is 13 Roszel Road, Princeton, New
Jersey 08540. Based on information set forth in a Schedule 13G filed
under the Exchange Act on January 16, 2002.
---------------
EQUITY COMPENSATION PLAN INFORMATION
Number of shares of
common stock available
Number of shares of for future issuance under
common stock to be equity compensation
issued upon exercise of Weighted average plans at September 30,
outstanding options, exercise price of 2002 (excluding shares
warrants and rights at outstanding options reflected in the first
Plan Category September 30, 2002 warrants and rights column)
--------------------- ----------------------- ------------------- -------------------------
Equity compensation
plans approved by
security holders 517,850 $2.30 217,500
Equity compensation
plans not approved by
security holders 0 0 0
------- ----- -------
Total: 517,850 $2.30 217,500
======= ===== =======
5
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
------- ----------------------------------------------
Since the late 1960's, Dr. Leonard I. Malis, one of the Company's
directors, on an individual basis, has been a party to royalty arrangements with
Codman & Shurtleff, Inc., the Company's principal customer. 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 $4,716 with GMM Associates, a Pennsylvania general partnership.
Two of the partners of GMM Associates are Jerry L. Malis and Leonard I. Malis,
principal shareholders as well as directors. The related expense for this lease
for the year ended September 30, 2002 was $57,740. The Company believes the
rental payments reflect fair rental value for the space.
For the year ended September 30, 2002, the Company paid legal fees and
costs in the amount of $85,994 to a law firm in which a son-in-law of Jerry L.
Malis is a partner.
During fiscal years 2000, 2001 and 2002, the Company retained R. H.
Dick & Company, Inc., an investment banking and business consulting company,
owned by Robert H. Dick, one of the Company's directors, to perform investment
banking and business consulting services. For the years ended September 30,
2002, 2001 and 2000, the Company incurred consulting expenses from these
services in an amount totaling $10,000, $5,000 and $5,594, respectively.
Item 15. REPORTS ON FORM 8-K.
------- -------------------
The Company filed a Form 8-K on September 10, 2002 in which the Company
disclosed Other Events under Item 5.
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
24th day of January, 2003.
VALLEY FORGE SCIENTIFIC CORP.
By: /s/ JERRY L. MALIS
-------------------------
Jerry L. Malis, President
6