U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
Amendment No. 1
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-10799
ADDVANTAGE TECHNOLOGIES GROUP, INC.
(Name of small business issuer in its charter)
Oklahoma 73-1351610
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1605 East Iola
Broken Arrow, Oklahoma 74012
---------------------- -----
(Address of principal executive offices) (Zip code)
Issuer's telephone number: (918) 251-9121
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act:
Common Stock, $.01 par value
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities 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 is not 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 this Form
10-KSB or any amendment to this Form 10-KSB.
The issuer's revenues for its most recent fiscal year are $22,002,543.
The aggregate market value of the shares of common stock, par value $.01 per
share, held by non-affiliates of the issuer was $2,542,874 as of December 27,
2000.
As of the latest practicable date, the number of the registrant's common stock,
$.01 par value per share, outstanding was 9,992,956 as of December 27, 2000.
The definitive Proxy Statement to be filed pursuant to Regulation 14A in
connection with the Regisrant's 2001 annual meeting of shareholders is
incorporated by reference in Part III, Items 9, 10, 11 and 12 of this Form
10-KSB. The Proxy Statement will be filed with the Securities and Exchange
Commission within 120 days after the close of the registrant's most recent
calendar year.
TRANSITIONAL SMALL BUSINESS DISCLOSURE
FORMAT (CHECK ONE): Yes [ ] No X
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Directors, Executive Officers, Promoters, and Control Persons
The following persons are currently serving as directos or have been
selected as director nominees to serve upon their election to the Board at the
upcoming annual meeting of stockholders. Executive officer positions are noted
in the biographical descriptions.
David E. Chymiak Director since 1999
David E. Chymiak, 55, has been the Chairman of our board since 1999.
He is also the President and a director of our wholly owned subsidiary,
TULSAT Corporation, which he and Kenneth A. Chymiak acquired in 1985.
Kenneth A. Chymiak Director since 1999
Kenneth A. Chymiak, 54, has been our President and Chief Executive
Officer since 1999. He is also the Executive Vice President and a director
of TULSAT Corporation which he acquired with David E. n Chymiak in 1985.
Freddie H. Gibson Director since 1999
Freddie H. Gibson, 53, has been the president and chairman of the board
of directors of Heat Transfer and Equipment, a manufacturer of shell and
turbo heat exchangers for oil and petroleum industries, since 1992.
Stephen J. Tyde Director since 1999
Stephen J. Tyde, 53, is the owner, president and chief executive
officer of The Pump & Motor Works, Inc., an electric motor and turbo
machinery manufacturing company, which he founded in 1991. He is also the
co-owner and chief operating officer of P&MW Holdings, Inc.
Gary W. Young Director since 1990
Gary W. Young, 59, served as our Executive Vice President - Finance and
Administration from 1990-1999. He is also the owner and president of Young
Ideas Inc., a financial consulting and investment company, he founded in 1987.
Randy L. Weideman Director since 1999
Randy L. Weideman, 44, founded Diamond W Investments, Inc. in 1985 and
has served as its president since that time. We acquired Diamond W
Investments, Inc. in 1999 and changed its name to Lee CATV Corporation.
Section 16(a) Beneficial Ownership Reporting Compliance.
Section 16(a) of the Securities Exchange Act of 1934 requires our
directors and executive officers, and persons who own more than 10% of
our common stock to report their initial ownership of our common stock
and any subsequent changes in that ownership to the Securities and
Exchange Commission or the SEC and to furnish us with a copy of each of
these reports. SEC regulations impose specific due dates for these
reports, and we are required to disclose in this proxy statement any
failure to file by these dates during fiscal 2000.
To our knowledge, based solely on the review of the copies of these
reports furnished to us and written representations that no other reports
were required, during and with respect to fiscal 2000, all Section 16(a)
filing requirements applicable to our executive officers, directors and
more than 10% shareholders were complied with.
ITEM 10. EXECUTIVE COMPENSATION
Summary Compensation Table
Executive Officers
Annual Compensation Long-Term Compensation
------------------------- ---------------------------------
Number
Other of Shares
Annual Restricted Under- Long-Term
Compen- Stock lying Incentive
Name and Salary Bonus sation Awards Options Payouts
Principal Position Year ($)(1) ($) ($)(2) ($) Granted ($)
------------------ ---- ------- ------ ------- ------ ------- ---
David E. Chymiak 2000 150,000 -0- 6,837 -0- 1,000 -0-
Chairman 1999 124,094 -0- 4,680 -0- -0- -0-
1998 95,516 -0- 2,920 -0- -0- -0-
Kenneth A. Chymiak 2000 150,000 -0- 6,837 -0- 1,000 -0-
President and 1999 124,094 -0- 4,680 -0- -0- -0-
Chief Executive Officer 1998 95,516 -0- 2,920 -0- -0- -0-
________________
(1) These amounts represent the salaries paid to these officers
by TULSAT Corporation but does not reflect distributions made to
them as shareholders. Prior to year 2000, TULSAT Corporation was
an S corporation for tax purposes before it was acquired by
ADDvantage and distributions were routinely made to the
shareholders in at least the amounts necessary for them to pay
the federal income tax liability they incurred personally as a
result of the net income realized by TULSAT Corporation.
(2) Other annual compensation represents, in 2000, 1999 and
1998, our contributions on behalf of each of the individuals to
our 401(k) Plan.
Option Grants During Fiscal 2000
The following table sets forth information regarding options granted
during fiscal 2000 to named executive officers.
Number of % of Total
Shares Options
Underlying Granted to
Options Employees in Exercise Price
Name Granted Fiscal Year ($/Sh) Expiration Date
---- -------- ------------ -------------- ---------------
Kenneth A. Chymiak 1,000 2.6% $ 3.125 4/4/10
David E. Chymiak 1,000 2.6% $ 3.125 4/4/10
Option Exercises and Year-End Value Table
There were no stock options exercised by the named executive officers
during fiscal 2000. The following table sets forth information regarding
the value of unexercised stock options held by each of the named executive
officers as of the year ended September 30, 2000.
Number of Shares of Value of Unexercised
Shares Common Stock Underlying In-the-Money Options
Acquired on Value at September 30, 2000 at September 30, 2000
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
------------ ------------ --------- ----------- ------------- ----------- -------------
Kenneth A. Chymiak - - 1,000 - $1,625 -
David E. Chymiak - - 1,000 - $1,625 -
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows the number of shares of common stock or
preferred stock beneficially owned (as of January 25, 2001) by:
- each person who we know beneficially owns more than 5% of
our common stock;
- each director;
- each executive officer named in the Summary Compensation
Table on page 7; and
- our directors and executive officers as a group.
Except as otherwise indicated, the beneficial owners listed in
the table have sole voting and investment powers of their shares.
Beneficial Ownership
Number of Number of
Number of Shares of Shares of
Shares of Series A Series B
Common Preferred Preferred
Stock Percent Stock Percent Stock Percent
Name and Address of Beneficially of Beneficially of Beneficially of
Beneficial Owner Owned (1) Class Owned (2) Class Owned Class
---------------- --------- ----- --------- ----- ----- -----
Gary W. Young 164,708 (3) 1.7% -0- -0- -0- -0-
5905 S. Knoxville Ave.
Tulsa, OK 74135
David E. Chymiak 4,132,000 (4) 41.4% 100,000 50.0% 150,000 50.0%
1605 E. Iola
Broken Arrow, OK 74012
Kenneth A. Chymiak 4,001,000 (4) 40.0% 100,000 50.0% 150,000 50.0%
1605 E. Iola
Broken Arrow, OK 74012
Stephen J. Tyde 6,000 (4) * -0- -0- -0- -0-
8008 S. Fulton Ave.
Tulsa, OK 74136
3
Freddie H. Gibson 1,000 (4) * -0- -0- -0- -0-
808 S. Erie Avenue
Tulsa, OK 74136
Randy L. Weideman 136,780 (4) 1.4% -0- -0- -0- -0-
Highway 136 West
Deshler, NE 68340
All Executive Officers 8,441,488(3,4) 84.5% 200,000 100% 300,000 100%
Directors as a group
(6 persons)
_____________________________
* Less than one percent.
(1) Shares which an individual has the right to acquire within 60 days
pursuant to the exercise of options are deemed to be outstanding
for the purpose of computing the percentage ownership of such
individual, but are not deemed to be outstanding for the purpose
of computing the percentage ownership of any other person shown
in the table or the percentage ownership of all officers and
directors as a group.
(2) Each share of Series A Cumulative Convertible Preferred Stock
is convertible into 10 shares of our common stock.
(3) Includes 26,000 shares subject to a stock option which is fully
exercisable.
(4) Includes 1,000 shares subject to a stock option which is fully
exercisable.
(5) All of the shares beneficially owned by Mr. Young are held of record
by the GWYSEY General Partnership jointly owned by Mr. Young and
his wife.
(6) All of the shares beneficially owned by Mr. Chymiak are held of record
50% by him as trustee of the Ken Chymiak Revocable Trust and 50% by
his wife as trustee of the Susan Chymiak Revocable Trust. Mr. Chymiak
disclaims beneficial ownership of the shares held by his wife.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In fiscal 1999, Chymiak Investments, L.L.C., which is owned by
David E. Chymiak and Kenneth A. Chymiak, purchased from TULSAT Corporation
on September 30, 1999 the real estate and improvements comprising the
headquarters and a substantial portion of the other office and warehouse
space of TULSAT Corporation for a price of $1,286,000. The price
represents the appraised value of the property less the sales commission
and other sales expenses that would have been incurred by TULSAT Corporation
if it had sold the property to a third party in an arm's-length transaction.
TULSAT Corporation has entered into a five-year lease commencing
October 1, 1999 with Chymiak Investments, L.L.C. covering the property
under which the annual rental due to Chymiak Investments, L.L.C. is
$180,000. TULSAT Corporation is leasing other property from Chymiak
Investments, L.L.C. and paid that company $72,000 in 1999 and $91,500 in
2000, as rental under those leases. The amounts of the rental due in
future years are $150,000 in 2001 and 2002, $126,500 for 2003, and
$78,000 for 2004.
Chymiak Investments Inc., which is owned by Kenneth A. Chymiak and his
wife, Susan C. Chymiak, own three other properties leased to TULSAT
Corporation for five-year terms (all ending in 2003) at rentals of $3,000
per month each (aggregate rentals per year of $108,000 for all three
buildings).
The Company has outstanding stockholder loans of $1,550,000. Of this
amount, $1,150,000 is payable to revocable trusts for the benefit of
Kenneth A. Chymiak and his wife and $400,000 is payable to David E. Chymiak.
The interest rate on the notes is one-half percentage point below the Chase
Manhattan Bank Prime, which is the same rate as the Company's bank line of
credit. The current rate on the notes is 8.5% and the total interest paid
on the notes was $124,574 in 1999 and $118,344 in 2000.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ADDvantage Technologies Group, Inc.
Date: January 31, 2001 By: /S/ Kenneth A. Chymiak
--------------------------------
Kenneth A. Chymiak, President
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