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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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, 2000
or
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to __________
Commission File Number: 001-01416
SAMES CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 36-0808480
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
9201 WEST BELMONT AVENUE, FRANKLIN PARK, ILLINOIS 60131
(Address of principal executive offices)
(847) 737-5970
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EXCHANGES ON WHICH REGISTERED
Capital Stock, $1.00 par value American Stock Exchange and
per share Chicago Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
Indicate by checkmark 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 the 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. |_|
The aggregate market value of the voting Capital Stock of the Registrant
held by non-affiliates of the Registrant was approximately $27,258,364 as of
March 30, 2001 (based on the closing sale price of the Capital Stock as reported
by the American Stock Exchange as of such date).
As of March 30, 2001, the Registrant had outstanding 2,934,602 shares of
Capital Stock.
TABLE OF CONTENTS
PART III ......................................................................1
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT...........1
ITEM 11. EXECUTIVE COMPENSATION.......................................2
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT............................................7
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...............8
SIGNATURES...................................................................S-1
i
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information with respect to the directors and executive officers of the
Company as of April 30, is provided below.
PHILIPPE VUILLERME, age 48, has been a director of the Company since
October 1999. Mr. Vuillerme is also an Executive Officer, joining the Company on
April 1, 1999, as Managing Director of Sames S.A. Prior to joining the Company,
Mr. Vuillerme was a managing director of Avery Dennison located in France from
1996 to 1999, and served as a managing director of Plasteurop located in Belgium
from 1989 to 1996. Mr. Vuillerme's present term of office expires at the 2001
Annual Meeting of Stockholders.
DR. WAYNE F. EDWARDS, age 66, has been a director of the Company since
August 1996. Dr. Edwards is currently serving as interim Co-Chairman of the
Company since the retirement of Arnold H. Dratt as Chairman, President and CEO
on April 27, 2001. Dr. Edwards, now retired, was Vice President and Chief
Financial Officer of Crown Zellerbach International, Inc. from 1975 to 1983. Dr.
Edwards' present term of office expires at the 2003 Annual Meeting of
Stockholders.
LLEWELLYN SCOTT FLAIG, age 56, has been a director of the Company since
February 2000, and is currently serving as interim Co-Chairman of the Company
since the retirement of Arnold H. Dratt as Chairman, President and CEO on April
27, 2001. Mr. Flaig served as Senior Vice President of World Wide Operations of
Dell Computer from 1992 to 1995, when he retired. He left retirement to work for
Iomega Corporation from December 1997 to July 1999 on transforming and improving
the company's operations. Mr. Flaig is currently an Adjunct Professor at the
Kellogg Business School of Northwestern University. Mr. Flaig's present term of
office expires at the 2002 Annual Meeting of Stockholders.
RONALD A. KOLTZ, age 51, has been Vice President - Controller Corporate
Accounting since January 1999. Mr. Koltz was employed by the Company from
October 1972 until September 1998. He served as Controller of the Company from
September 1994 until September 1998. He briefly held the same position at ITW
Binks, which purchased certain assets from the Company, from October 1998 until
January 1, 1999, when he rejoined the Company.
MATTHEW J. KOLLER, age 53, has been Vice President - Financial Reporting,
since April 2000. Mr. Koller joined the Company in September 1999 as Assistant
Controller. Prior to joining the Company, Mr. Koller worked various consulting
assignments in 1999 and 1998. Mr. Koller served as Director of Accounting of
General Instrument Corporation (which was acquired by Motorola, Inc. in January
2000) from 1983 to 1998.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Pursuant to Section 16 of the Exchange Act, the Company's officers,
directors and holders of more than 10% of the Company's capital stock are
required to file reports of their trading in equity securities of the Company
with the Securities and Exchange Commission ("SEC"), the Company, the American
Stock Exchange and the Chicago Stock Exchange. Based solely on its review of
copies of such reports received by it, the Company believes that for fiscal 2000
all filing requirements applicable to its officers, directors, and more than 10%
stockholders were complied with, except that Mr. Flaig failed to timely file a
Form 3 upon his election to the Board of Directors in February 2000, and Mr.
Vuillerme filed a late Form 4 with respect to options that were granted to him
in March 2000. Such reports are currently on file with the SEC.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth separately, for the fiscal years indicated,
each component of compensation paid or awarded to, or earned by, (i) the Chief
Executive Officer ("CEO") of the Company serving at the end of the last fiscal
year, and (ii) each of the most highly compensated executive officers who either
served or who were serving as executive officers during or at the end of the
Company's last fiscal year, respectively, who earned more than $100,000 in
salary and other compensation, other than the CEO, (collectively referred to
herein as the "Named Executive Officers").
SUMMARY COMPENSATION TABLE(1)
ANNUAL LONG-TERM
COMPENSATION COMPENSATION
NAME AND ---------------------- ----------------- ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTION AWARDS (#) COMPENSATION($)
------------------ ---- --------- -------- ----------------- ---------------
Arnold H. Dratt 2000 $308,333 $ -- 13,000 $ --
Former President, Chief 1999 366,667 150,000 -- --
Executive Officer and 1998(2) 300,000(3) -- 100,000 --
Director
Ronald A. Koltz 2000 103,173 10,000 2,000 12,077(5)
Vice President-Controller 1999 88,362 23,500(4) 1,000 11,159(5)
Corporate Accounting 1998 85,895 -- -- 10,236(5)
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(1) Compensation paid to executive officers for the fiscal year ended December
31, 2000, other than salary, bonus, and other compensation reflected in the
table, does not exceed the minimum amounts required to be reported under
the SEC's rules.
(2) Mr. Dratt joined the Company on October 1, 1998. His salary was paid
pursuant to the terms of an Amended and Restated Consulting Agreement dated
as of January 31, 2001, by and between the Company and The Dratt-Campbell
Company, a consulting firm of which Mr. Dratt is President and co-founder.
Please see "Certain Relationships and Related Transactions" for a
discussion of this agreement. Pursuant to the agreement, Mr. Dratt retired
as Chairman, President and CEO of the Company on April 27, 2001.
(3) Mr. Dratt's salary is shown on an annualized basis.
(4) These amounts reflect payments made under Bonus Agreements between the
Company and certain executive officers providing for bonus payments payable
at certain dates if the individual remains continuously employed with the
Company through such dates.
(5) Represents amounts expended with respect to post-retirement payments under
employment contracts between the Company and Mr. Koltz.
2
The tables below set forth certain information with respect to options held
by the Company's Named Executive Officers.
OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE
VALUE AT ASSUMED
PERCENT OF RATES OF STOCK PRICE
NUMBER OF TOTAL OPTIONS APPRECIATION
SECURITIES GRANTED TO EXERCISE OR FOR OPTION TERM ($)
UNDERLYING EMPLOYEES IN BASE EXPIRATION -------------------
NAME OPTIONS FISCAL YEAR(%) PRICE ($/SH.) DATE 5% 10%
---- ------- -------------- ------------- ------ -------- --------
Arnold H. Dratt 10,000 10.3% $14.625 02/02/10 $ 91,976 $233,085
3,000 3.1% 13.50 04/25/10 25,470 64,547
Ronald A. Koltz 2,000 2.1% 16.00 03/03/10 20,125 51,000
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUE
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES OPTIONS/SARS(#) OPTIONS/SARS($)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE (#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ ----------- ----------- ------------- ----------- -------------
Arnold H. Dratt -- -- 113,000 -- -- --
Ronald A. Koltz -- -- 1,400 1,600 -- --
EXECUTIVE RETIREMENT INCOME CONTRACTS
The Company has entered into individual Executive Retirement Income
Contracts with certain executives in each case providing for payment of annual
retirement benefits to the executive (or his beneficiary in the event of his
death) based on a percentage of the executive's average annual salary (exclusive
of bonuses, profit sharing and other employee benefits) for the five years
preceding retirement, multiplied by the number of full fiscal years of service
in the employ of the Company. Retirement payments terminate a specified number
of years after retirement or in the event the executive engages in specified
competitive activities following retirement. In addition, no retirement benefits
are payable if the executive voluntarily resigns prior to age 65 without the
consent of the Company, or if he is dismissed by the Company for specified
cause.
The following table shows the amount of annual retirement benefits payable
under these arrangements at various levels of final five-year average salary and
for different years of service.
PENSION PLAN TABLE
Years of Service
------------------------------------------------------------------------
Remuneration 5 15 25 35 45 50
------------ -------- ------- --------- --------- --------- ---------
$100,000 $ 7,500 $22,500 $ 37,500 $ 52,500 $ 67,500 $ 75,000
125,000 9,375 28,125 46,875 65,625 84,375 93,750
150,000 11,250 33,750 56,250 78,750 101,250 112,500
175,000 13,125 39,975 65,625 91,875 118,125 131,250
200,000 15,000 45,000 75,000 105,000 135,000 150,000
225,000 16,875 50,625 84,375 118,125 151,875 168,750
3
Years of Service
------------------------------------------------------------------------
Remuneration 5 15 25 35 45 50
------------ -------- ------- --------- --------- --------- ---------
250,000 18,750 56,250 93,750 131,250 168,750 187,500
275,000 20,625 61,875 103,125 144,375 185,625 206,250
As of December 31, 2000, the number of full fiscal years of service with
the Company for officers named in the Summary Compensation Table who are parties
to the above-described arrangements and the amount of salary paid to such
officers during the fiscal year ended December 31, 2000 are as follows: Mr.
Ronald A. Koltz - 28 years, $103,173. Benefit amounts shown in this table are
computed on a straight-line annuity basis and are not subject to any deduction
for Social Security benefits or other offsets.
DIRECTORS' FEES
Effective May 1, 2001, each outside director who is not also an employee of
the Company receives a director's fee of $1,750 per month, or if such
non-employee director is also serving as the Company's Chairman or Co-Chairman,
$5,000 per month and $1,000 per day for each Board meeting attended in person
that does not involve out-of-town travel or $2,000 per day for each Board
meeting attended that does involve out-of-town travel, or $500 for each Board
meeting attended via telephone, plus reimbursement of expenses relating to
attendance at meetings, including payment of $1,000 per day for each day of
international travel required in connection with such director's service on the
Board. Non-employee directors are also entitled to participate in the Company's
Amended and Restated 1996 Stock Option Plan. Under this plan, each non-employee
director is entitled to an annual grant of an option to purchase 2,000 shares of
the Company's common stock, or 3,000 shares if such director is also serving as
the Chairman of the Board. Directors who perform services for the Company are
compensated at a per hour rate of $250 capped at $2,000 per day.
AGREEMENTS WITH ARNOLD H. DRATT
Please see "Certain Relationships and Related Transactions" for a
discussion of certain agreements entered into with Mr. Dratt.
CHANGE IN CONTROL ARRANGEMENTS
The Company has entered into individual Employment Security Agreements with
Mr. Koltz providing for severance payments by the Company in the event that
within three years after a "change in control" (as defined therein) either the
Company terminates the individual's employment for other than "good cause" (as
defined therein), disability, death, or normal retirement, or the individual
terminates his employment for "good reason" (as defined therein). Subject to
certain limitations, the amount of the severance payment equals two times the
sum of (i) such employee's annual salary at the rate in effect at the time of
termination, plus (ii) the maximum bonus such employee could earn for the fiscal
year in which the termination occurs. A "change in control" will in general be
deemed to occur where a third person becomes the owner of 20% or more of the
capital stock of the Company or where a corporate transaction occurs, the effect
of which is that persons who were directors of the Company before the
transaction cease to constitute a majority of the Board of Directors.
The Company had also entered into Bonus Agreements with certain executive
officers and other key employees which provide for bonus payments (generally
equal to six months' salary) payable at certain dates if the individual remained
continuously employed by the Company through such dates (the "Stay Periods").
The agreements also provided for bonus payments (equal to six to twelve months'
salary) payable if a change of control of the Company occurred during a Stay
Period. A "change in control" was deemed to occur when (a) the current
stockholders of the Company ceased to be beneficial owners, directly or
indirectly, of a majority of stock of the Company, or any successor company, or
(b) all or substantially all of the Company's assets were sold or otherwise
disposed of. The agreements were intended to provide an incentive for the
executive officers and key employees to remain in the employment of the Company
until a purchaser for the Company could be found. Each of these agreements
expired on May 1, 2000.
The Company also entered into a Consulting Agreement with The Dratt-
Campbell Company providing for certain payments to Arnold H. Dratt in the event
of a change in control of the Company. See "Certain Relationships and Related
Transactions."
4
REPORT OF THE BOARD OF DIRECTORS
REGARDING EXECUTIVE COMPENSATION
OVERVIEW AND PHILOSOPHY
The fundamental philosophy of the Company's compensation program is to
offer competitive compensation opportunities for all employees, including senior
management, which are based on the individual's contribution and personal
performance. The objectives of the Company's compensation program are to align
compensation with business goals and performance and to enable the Company to
attract and retain superior talent and reward performance.
The Company also believes it is important to align executive officers'
interests with the success of the Company by placing a portion of pay at risk,
thus making payment dependent upon corporate performance. The compensation of
the Company's CEO and Named Executive Officers is reviewed and approved annually
by the Board of Directors, and is linked to the Company's financial performance.
Fifteen percent or more of executive management's compensation may consist of a
bonus which is influenced by the Company's annual performance.
In determining compensation levels, salary and bonus components are
initially reviewed by the Compensation Committee of the Board of Directors. The
Compensation Committee then makes its recommendations to the full Board of
Directors. The Board studies the recommendations, along with other information
on individual and corporate performance, and votes on compensation levels for
the next fiscal year. Only those members of the Board of Directors who are not
officers of the Company vote on matters relating to the compensation of the CEO
and Named Executive Officers.
EXECUTIVE OFFICER COMPENSATION PROGRAM
The Company's compensation program consists of cash salary, annual bonus
payments based upon performance and stock option grants. There are currently
three main components to the Company's executive compensation program, as
determined by corporate and individual performance:
o Base salary compensation
o Annual incentive compensation
o Stock option grants
In determining salaries, the Compensation Committee takes into account
individual experience, individual performance, total contribution to the
Company's long term success, and the results of the Company's performance. Stock
option grants to executive officers are intended to promote the success of the
Company by aligning financial interests of executive officers with stockholders
and to provide each executive officer with a significant incentive to manage the
Company from the perspective of an owner with an equity stake in the business.
Stock option grants are based on various subjective factors, primarily relating
to the responsibilities of the individual officers, and also to their expected
future performance.
CHIEF EXECUTIVE OFFICER COMPENSATION
The salary of Mr. Arnold H. Dratt, the Company's CEO for fiscal 2000, was
set at $25,000 per month for fiscal 2000. His salary was based on a
determination to align the CEO's interests with those of the Company's
stockholders and was negotiated in connection with the Consulting Agreement
entered into between the Company and The Dratt-Campbell Company. Pursuant to the
terms of this Agreement, Mr. Dratt was entitled to participate in the Company's
annual bonus plan, with his bonus to be determined by the Board of Directors,
and he was also entitled to receive an incentive bonus, based on the Company's
plan for operating income and/or its actual operating income. Mr. Dratt was also
granted options to purchase shares of the Company's common stock pursuant to the
Company's 1996 Stock Option Plan. Please see "Certain Relationships and Related
Transactions" for a description of the Consulting Agreement.
COMPENSATION COMMITTEE
Wayne F. Edwards
Llewellyn Scott Flaig
5
The foregoing Compensation Committee Report shall not be deemed
incorporated by reference by any general statement incorporating by reference
this Report on Form 10-K into any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except to the extent that the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such Acts.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 2000, decisions regarding executive compensation were
reviewed by the entire Board of Directors based upon the recommendations of the
Compensation Committee. Although Mr. Dratt was present during compensation
discussions by the Board while serving as an executive officer, he did not vote
on decisions regarding his compensation.
6
STOCK PERFORMANCE GRAPH
The graph below compares the cumulative total stockholder return on the
capital stock of the Company for the last five fiscal years with the cumulative
total return on the S&P 500 Index and the S&P Machinery (Diversified) Index over
the same period (assuming the investment of $100 in the Company's capital stock,
the S&P 500 Index and the S&P Machinery (Diversified) Index on December 31,
1995, and reinvestment of all dividends).
[GRAPH]
12/31/95 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00
-------- -------- -------- -------- -------- --------
Sames Corporation $100.00 $173.69 $184.18 $71.93 $ 68.66 $ 47.14
S&P Machinery (Diversified)(1) 100.00 124.64 164.88 137.22 162.23 155.64
S&P 500(1) 100.00 122.96 163.98 210.84 255.22 231.98
-------------
(1) Information regarding the S&P 500 Index and the S&P Machinery (Diversified)
Index was obtained from Media General Financial Services, Inc.
7
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to the beneficial
ownership of the Company's common stock as of April 16, 2001 by (1) the persons
believed by the Company to beneficially own (as such term is defined in Rule
13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) more than 5% of the outstanding shares of common stock of the Company;
(2) each Named Executive Officer; (3) each director; and (4) all directors and
executive officers of the Company as a group.
NAME AND ADDRESS OF NUMBER OF PERCENT
BENEFICIAL OWNER(1) SHARES(2) OF CLASS
------------------- --------- --------
Kennedy Capital Management, Inc. 221,974(3) 7.56%
10829 Olive Blvd.
St. Louis, MO 63141
Harris Associates L.P. 286,433(4) 9.76%
Harris Associates Inc.
Two North LaSalle Street
Suite 500
Chicago, IL 60602
Woodland Partners LLC 206,100(5) 7.02%
60 South Sixth Street, Suite 3750
Minneapolis, MN 55402
Dimensional Fund Advisors, Inc. 243,130(6) 8.28%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Thomas E. Greenbaum 169,563(7) 5.78%
4727 Maple Brook Drive
Marietta, Georgia 30067
Philippe Vuillerme 4,575(8) *
Dr. Wayne F. Edwards 24,000(9) *
Llewellyn Scott Flaig 6,275(10) *
Arnold H. Dratt 134,500(11) 4.56%
Ronald A. Koltz 3,501(12) *
Directors and Executive Officers as a group (6 persons) 175,351(13) 5.71%
----------------
* Less than 1.0% of the Company's outstanding capital stock.
(1) Unless otherwise noted, the principal business address of each person named
above is c/o Sames Corporation, 9201 West Belmont Avenue, Franklin Park,
Illinois 60131.
(2) The nature of the beneficial ownership for shares shown in this column is
sole voting and investment power, except as set forth in the following
notes.
(3) According to a Schedule 13G filed with the SEC, dated February 14, 2001.
Kennedy Capital Management has sole dispositive power of all such shares.
It has sole voting power of 191,974 shares.
(4) According to a Schedule 13G filed with the SEC, dated February 2, 2001.
Harris Associates L.P. and its general partner, Harris Associates Inc.
(collectively, "Harris"), share voting and dispositive power with respect
to 235,000 of the 286,433 shares, which are beneficially owned by Harris
Associates Investment Trust Series Designated The Oakmark Smallcap Fund.
Harris shares voting power of the remaining 51,433 shares with various
clients to which Harris acts as investment adviser. Harris has sole
dispositive power with respect to such 51,433 shares.
8
(5) According to a Schedule 13G filed with SEC, dated February 12, 2001.
Woodland Partners LLC has sole voting power of 170,900 of such shares.
Woodland Partners LLC shares voting power of 35,200 shares with various
clients for whom it manages accounts.
(6) According to a Schedule 13G filed with the SEC, dated February 2, 2001.
(7) According to a Schedule 13D filed with the SEC, dated May 18, 2000. Mr.
Greenbaum has sole dispositive power and sole voting power over all shares.
(8) Includes 3,500 shares issuable upon the exercise of outstanding stock
options exercisable on April 16, 2001 or within 60 days thereafter.
(9) Includes 14,000 shares issuable upon the exercise of outstanding stock
options exercisable on April 16, 2001 or within 60 days thereafter.
(10) Includes 5,000 shares issuable upon the exercise of outstanding stock
options exercisable on April 16, 2001 or within 60 days thereafter.
(11) Includes 113,000 shares issuable upon the exercise of outstanding stock
options exercisable on April 16, 2001 or within 60 days thereafter.
(12) Includes 1,400 shares issuable upon the exercise of outstanding stock
options exercisable on April 16, 2001 or within 60 days thereafter.
(13) Includes 137,400 shares issuable upon the exercise of outstanding stock
options exercisable on April 16, 2001 or within 60 days thereafter.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
AGREEMENTS WITH ARNOLD H. DRATT
The Company is a party to an Amended and Restated Consulting Agreement (the
"Consulting Agreement") dated as of January 31, 2001, with The Dratt-Campbell
Company, a consulting company of which Mr. Arnold H. Dratt, the Company's
President and Chief Executive Officer in fiscal 2000, is the President and
co-founder ("Dratt- Campbell"). The Company was also a party to three earlier
consulting agreements with Dratt-Campbell, pursuant to which Mr. Dratt provided
consulting services to the Company from October 1, 1998 until March 30, 1999,
from March 30, 1999 until March 1, 2000, and from March 1, 2000 until January
31, 2001 (collectively with the Consulting Agreement, the "Agreements"). Under
the terms of the Consulting Agreement, Dratt-Campbell agreed to make Mr. Dratt
available for service as the Company's President and Chief Executive Officer and
as Chairman of the Board of Directors, and the Company agreed to pay to Mr.
Dratt consulting fees of $25,000 per month plus certain related expenses
including monthly medical premiums and automobile allowances. Mr. Dratt was also
entitled to participate in the Company's annual bonus plan, and to receive such
bonus or bonuses as the Board of Directors may from time to time in its sole
discretion determine. Also, beginning in 2000 and continuing each year during
the term of the Consulting Agreement, Mr. Dratt was to be granted 10,000 options
to purchase shares of the Company's capital stock on the date of the Company's
annual meeting of stockholders, with the price of each option equal to the
closing price of the capital stock on the date of the grant. During fiscal 2000,
the Company paid consulting fees of $308,333 to Dratt-Campbell pursuant to the
terms of these Agreements.
The Consulting Agreement also provides that in the event of a "change in
control" (as defined therein) on or prior to April 30, 2002, the Company will
pay Dratt-Campbell a lump sum amount equal to $468,000. However, in the event
the Consulting Agreement is terminated by the Company for "cause" (as defined
therein) at any time during its term or by Dratt-Campbell for reasons other than
"good reason" (as defined therein), Dratt-Campbell will not be entitled to this
payment. A "change in control" is defined in the Consulting Agreement as (a) the
merger, consolidation or reorganization of the Company with or into another
corporation or legal person, the result of such merger, consolidation or
reorganization being that less than 50% of the outstanding voting securities of
the surviving, resulting or acquiring entity are owned in the aggregate by
stockholders of the Company; (b) the sale, transfer or conveyance by the Company
or Sames S.A. of all or substantially all of its business or assets to another
legal person, of which less than 50% of the outstanding voting securities are
owned by stockholders of the Company; (c) the filing with the Securities and
Exchange Commission of a Schedule 13D, Schedule 14D-1, or other public
announcement disclosing that any person or group has become the beneficial owner
of more than 50% of the outstanding voting shares of the Company; (d) the
failure of the members of the "incumbent board" (as defined therein) to
constitute a majority of the Board of Directors; or (e) the dissolution or
liquidation of either the Company or Sames S.A. by its stockholders.
9
Under the terms of the Consulting Agreement, Mr. Dratt retired as the
Company's President, Chief Executive Officer and as a director, and no longer
serves in any capacity with the Company, effective April 27, 2001. However, Mr.
Dratt will remain as a consultant to the Company in connection with certain
matters, as provided in the agreement, until October 31, 2001. Upon his
retirement, any and all options to purchase shares of the Company's common stock
granted to Mr. Dratt that remained outstanding on April 27, 2001 became
immediately exercisable.
10
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: April 27, 2001 SAMES CORPORATION
By: /s/ Arnold H. Dratt
-------------------------------------
Arnold H. Dratt,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Arnold H. Dratt President, Chief Executive Officer and April 27, 2001
------------------------------------------- Chairman of the Board
Arnold H. Dratt
(Principal Executive Officer)
/s/ Ronald A. Koltz Vice President - Controller Corporate April 27, 2001
------------------------------------------- Accounting
Ronald A. Koltz
(Principal Financial and Accounting Officer)
/s/ Wayne F. Edwards Director April 27, 2001
-------------------------------------------
Wayne F. Edwards
/s/ Philippe Vuillerme Director April 27, 2001
-------------------------------------------
Philippe Vuillerme
/s/ Llewellyn Scott Flaig Director April 27, 2001
-------------------------------------------
Llewellyn Scott Flaig
S-1