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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
(AMENDMENT NO. 1)
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [Fee Required]
For the fiscal year ended June 30, 1996
-------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [No Fee Required]
For the transition period from to
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Commission file number 0-7219
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GENTNER COMMUNICATIONS CORPORATION
---------------------------------------------
(Name of small business issuer in its charter)
Utah 87-0398877
------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1825 Research Way, Salt Lake City, Utah 84119
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (801) 975-7200
---------------
Securities registered under Section 12(b) of the Exchange Act:
Name of each exchange on
Title of each class which registered
------------------- -------------------------
None None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.001 par value
-------------------------------
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [ ]
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of the Form 10-
KSB or any amendment to this Form 10-KSB/A (Amendment No. 1). [X]
The issuer's revenues for its most recent fiscal year ended June 30, 1996
were $11,469,155
The aggregate market value of the voting stock held by non-affiliates is
approximately $5,200,000. This value was computed by reference to the price
at which the stock was sold, $0.84, on September 18, 1996 (which date is
within 60 days of the filing of this Form 10-KSB/A (Amendment No. 1)).
The number of shares outstanding of the issuer's Common Stock as of
September 18, 1996 was 7,662,375.
The 10-KSB filed by the Company on September 30, 1996, is hereby amended
as follows:
PART III
ITEM 10. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION
- --------------------
The following table sets forth the compensation of the Chief Executive
Officer of the Company and the other most highly compensated executive
officers of the Company for each of the Company's last three fiscal years
whose total salary and bonus for the year ended June 30, 1996 exceeded
$100,000, for services rendered in all capacities to the Company during such
fiscal years.
SUMMARY COMPENSATION TABLE
Annual Compensation
-------------------
Other Annual
Name and Position Year Salary Bonus Compensation
- ------------------ ------ -------- ------- ------------
Russell D. Gentner Fiscal
Chairman, CEO, 95-96 $156,756 None None
President
Fiscal
94-95 $150,000 $15,000 None
Fiscal
93-94 $150,000 $15,000 None
William H. Gillman Fiscal
(former V.P. of 95-96 $102,000 None None
Operations)
Fiscal
94-95 $100,000 None None
Fiscal
93-94 $ 12,827 None None
Long Term Compensation
----------------------
Awards Payouts
--------------------- -------
Securities
Restricted Underlying All Other
Stock Options LTIP Compen-
Name and Position Year Awards /SARS Payouts sation*
- ------------------ ------ ---------- ---------- ------- ---------
Russell D. Gentner Fiscal
Chairman, CEO, 95-96 None None None $890
President
Fiscal
94-95 None None None $890
Fiscal
93-94 None None None $890
William H. Gillman Fiscal
(former V.P. of 95-96 None None None $538
Operations)
Fiscal
94-95 None None None $538
Fiscal
93-94 None None None None
* These amounts reflect the Company's contributions to the deferred
compensation plan (401(k) plan).
STOCK OPTIONS/SARS
- ------------------
The following table sets forth the stock option and SAR grants to the
named executive officers in the last fiscal year:
OPTION/SAR GRANTS IN FISCAL YEAR ENDED JUNE 30, 1996
(INDIVIDUAL GRANTS)
Number of Percent of
Securities Total Options/
Underlying SARs Granted Exercise or Expir-
Options/SARs to Employees Base Price ation
Name and Position Granted (#) in Fiscal Year ($/share) Date
- ------------------ ------------ -------------- ----------- ------
Russell D. Gentner -- -- -- --
Chairman, CEO,
President
William H. Gillman 10,000 7% $0.84 6/30/03
(former V.P. of
Operations)
AGGREGATED STOCK OPTION/SAR EXERCISES
- -------------------------------------
The following table sets forth the aggregated stock options and SARs
exercised by the named executive officers in the last fiscal year and the
year-end value of unexercised options and SARs:
AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR ENDED JUNE 30, 1996
AND FISCAL YEAR-END OPTION/SAR VALUES
Number of
Securities Value of
Underlying Unexercised
Unexercised In-The-Money
Options/SARs Options/SARs
at FY-End(#) at FY-End($)
Shares Value
Acquired on Realized Exercisable/ Exercisable/
Name and Position Exercise(#) ($) Unexercisable Unexercisable
- ------------------ ----------- -------- ------------- -------------
Russell D. Gentner -- -- 90,000/40,000 $11,250/$5,000
Chairman, CEO,
President
William H. Gillman -- -- 17,500/7,500 $2,187/$938
(former V.P. of
Operations)
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding ownership of
the Common Stock of the Company as of September 1, 1996 by (i) each person
known to the Company to be the beneficial owner of more than 5% of the
outstanding Common Stock of the Company, (ii) each director of the Company,
(iii) the Chief Executive Officer and each other executive officer of the
Company as of June 30, 1996 whose salary and bonus for the year ended June 30,
1996 exceeded $100,000, and (iv) all executive officers and directors of the
Company as a group. Each person has sole investment and voting power with
respect to the shares indicated, subject to community property laws where
applicable, except as otherwise indicated below.
Amount of Percentage
Names of Beneficial Owners Beneficial Ownership of Class
- -------------------------- -------------------- ----------
Russell D. Gentner 726,128(1) 9.3%
Edward Dallin Bagley 423,707(2) 5.5%
Brad R. Baldwin 91,666(3) 1.2%
Edward N. Bagley 274,833(4) 3.6%
Dwight H. Egan 17,500(5) 0.2%
K. Bradford Romney, Jr. 17,500(5) 0.2%
William H. Gillman 180,119(6) 2.3%
Directors and Executive Officers
as a Group (8 persons) 1,754,453(1)(2)(3)(4)(5)(6)(7) 22.2%
(1) Includes: 595,928 shares owned directly; options to purchase 130,000
shares that are exercisable within 60 days; and 200 shares owned by Mr.
Gentner's wife. Excludes: options to purchase 100,000 shares that are not
exercisable within 60 days.
(2) Includes: 306,157 shares owned directly; 100,000 shares owned by a
corporation controlled by Mr. Bagley; 50 shares owned by Mr. Bagley's wife as
custodian for one of Mr. Bagley's daughters; and options to purchase 17,500
shares that are exercisable within 60 days. Excludes: 50 shares owned by
another of Mr. Bagley's daughters; shares owned by the Bagley Family Revocable
Trust, all of which Mr. Bagley disclaims beneficial ownership; and options to
purchase 12,500 shares that are not exercisable within 60 days.
(3) Includes: 54,666 shares owned directly; options to purchase 30,000
shares that are exercisable within 60 days; 5,000 shares owned by Mr.
Baldwin's wife; and warrants to purchase 2,000 shares that are currently
exercisable. Excludes: options to purchase 5,000 shares that are not
exercisable within 60 days.
(4) Includes: 257,333 shares owned by the Bagley Family Revocable Trust,
of which Mr. Bagley is a co-trustee with his wife; and options to purchase
17,500 shares that are exercisable within 60 days. Excludes: shares held or
controlled by Mr. Bagley's son (Edward Dallin Bagley) and granddaughters as
described in footnote 2 above, all of which Mr. Edward N. Bagley disclaims
beneficial ownership; and options to purchase 12,500 shares that are not
exercisable within 60 days.
(5) Includes: options to acquire 17,500 shares that are exercisable within
60 days. Excludes: options to acquire 12,500 shares that are not exercisable
within 60 days.
(6) Includes: 162,619 shares owned directly and options to purchase 17,500
shares that are exercisable within 60 days. Excludes: options to purchase
7,500 shares that are not exercisable within 60 days.
(7) Includes: 1,000 shares owned directly and options to acquire 22,000
shares by two other officers that are exercisable within 60 days. Excludes:
options to acquire 128,000 shares by those officers that are not exercisable
within 60 days.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-B.
- ------------------------------------------------
The following exhibits are hereby incorporated by reference from the
Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1989.
The exhibit numbers shown are those in the 1989 Form 10-K as originally filed.
EXHIBIT
NUMBER DESCRIPTION
3.1 Articles of Incorporation and all amendments thereto through
March 1, 1988.
10.4 VRC-1000 Purchase Agreement between Gentner Engineering
Company, Inc. (a former subsidiary of the Company which was
merged into the Company) and Gentner Research Ltd., dated
January 1, 1987.
10.6 Commercial Lease between the Company and Dell S. Nichols,
dated January 15, 1988.
10.8 Form of Split-Dollar Insurance Agreement.
The following exhibit is hereby incorporated by reference from the
Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1990.
The exhibit number shown is the one in the 1990 Form 10-K as originally filed.
EXHIBIT
NUMBER DESCRIPTION
10.1 Dealer Agreement between the Company and Allied Broadcast
Equipment, dated January 19, 1990.
The following exhibits are hereby incorporated by reference from the
Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1991.
The exhibit numbers shown are those in the 1991 Form 10-K as originally filed.
EXHIBIT
NUMBER DESCRIPTION
3.1 Amendment to Articles of Incorporation, dated July 1, 1991.
10.1 Internal Modem Purchase Agreement between Gentner Engineering
Company, Inc. and Gentner Research, Ltd., dated October 12, 1987.
10.2 Digital Hybrid Purchase Agreement between Gentner Engineering,
Inc. and Gentner Research, Ltd., dated September 8, 1988.
The following exhibits are hereby incorporated by reference from the
Company's Form 10-K for the fiscal year ended June 30, 1992. The exhibit
numbers shown are those in the 1992 Form 10-K as originally filed.
EXHIBIT
NUMBER DESCRIPTION
10.1 Revolving Credit Agreement with West One Bank, dated December 5, 1991.
10.2 Asset Purchase Agreement with MacroMedia, Inc., dated March 16, 1992.
The following documents are hereby incorporated by reference from the
Company's Form 10-KSB for the fiscal year ended June 30, 1993. The exhibit
numbers shown are those in the 1993 Form 10-KSB as originally filed.
EXHIBIT
NUMBER DESCRIPTION
3 Bylaws, as amended on August 24, 1993.
The following documents are hereby incorporated by reference from the
Company's Form 10-KSB for the fiscal year ended June 30, 1994. The exhibit
numbers shown are those in the 1994 Form 10-KSB as originally filed.
EXHIBIT
NUMBER DESCRIPTION
10.1 Business Loan Agreement, as amended, and Promissory Note with West
One Bank, dated October 29, 1993.
The following documents are hereby incorporated by reference from the
Company's Form 10-KSB for the fiscal year ended June 30, 1996. The exhibit
numbers shown are those in the 1996 Form 10-KSB as originally filed.
EXHIBIT
NUMBER DESCRIPTION
10 1990 Incentive Plan, as amended August 7, 1996
27 Financial Data Schedule
N/A Power of Attorney of Members of the Board of Directors
The following documents are filed as exhibits to this Form 10-KSB/A.
EXHIBIT
NUMBER DESCRIPTION
23 Consent of Ernst & Young LLP, Independent Auditors
REPORTS ON FORM 8-K
- -------------------
The Company filed a Form 8-K, dated August 7, 1996, that reported the
Board of Directors of the Company had extended the exercise date of the
Company's outstanding warrants for one year from September 22, 1996 to
September 22, 1997.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Company
caused this Amendment to be signed on its behalf by the undersigned, thereunto
duly authorized.
GENTNER COMMUNICATIONS CORPORATION
November 5, 1996 By: /s/ Russell D. Gentner
-------------------------
Russell D. Gentner
Chief Executive Officer
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the Company and in the capacities and on
the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Russell D. Gentner Director, Chairman of the November 5, 1996
- ------------------------- Board of Directors, and
Russell D. Gentner Chief Executive Officer
(Principal Executive Officer)
/s/ David L. Harmon Chief Financial Officer November 5, 1996
- ------------------------- (Principal Financial and
David L. Harmon Accounting Officer)
/s/ Russell D. Gentner
Attorney-In-Fact
- ------------------------- Director November 5, 1996
Edward Dallin Bagley
/s/ Russell D. Gentner
Attorney-In-Fact
- ------------------------- Director November 5, 1996
Brad R. Baldwin
/s/ Russell D. Gentner
Attorney-In-Fact
- ------------------------- Director November 5, 1996
Edward N. Bagley
/s/ Russell D. Gentner
Attorney-In-Fact
- ------------------------- Director November 5, 1996
K. Bradford Romney
/s/ Russell D. Gentner
Attorney-In-Fact
- ------------------------- Director November 5, 1996
Dwight H. Egan
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-65848) pertaining to the 1990 Incentive Plan of Gentner
Communications Corporation of our report dated August 7, 1996, with
respect to the financial statements of Gentner Communications Corporation
included in the Annual Report (Form 10-KSB/A) for the year ended June 30,
1996.
ERNST & YOUNG LLP
/s/
Salt Lake City, Utah
November 4, 1996