SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 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: 1-9511
THE COAST DISTRIBUTION SYSTEM, INC.
(Exact name of Registrant as specified in its charter)
| Delaware |
94-2490990 | |
| (State of Incorporation) |
(I.R.S. Employer Identification No.) |
350 Woodview Avenue, Morgan Hill, California 95037
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (408) 782-6686
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Name of each exchange on which registered | |
| Common Stock, par value $.001 per share |
American Stock Exchange |
Securities to be 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 þ No ¨
Indicate by a 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. þ
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Securities Exchange Act Rule 12b-2).
Yes ¨ No þ
The aggregate market value of the outstanding shares of Common stock held by non-affiliates of Registrant as of June 28, 2002, which was determined on the basis of the closing price of Registrant’s shares on that date, was approximately $10,445,000.
A total of 4,414,598 shares of Registrant’s Common Stock, par value $.001 per share, were outstanding as of April 28, 2002.
DOCUMENTS INCORPORATED BY REFERENCE.
NONE
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
| Name |
Age |
Position | ||
| Thomas R. McGuire |
59 |
Chairman of the Board, Chief Executive Officer and Director | ||
| Sandra A. Knell |
45 |
Executive Vice President—Finance, Chief Financial Officer and Secretary | ||
| David A. Berger |
49 |
Executive Vice President—Marketing | ||
| Dennis A. Castagnola |
55 |
Executive Vice President—Sales | ||
| Ben A. Frydman |
56 |
Director | ||
| Robert S. Throop |
65 |
Director | ||
| John W. Casey |
61 |
Director |
Thomas R. McGuire is a founder of the Company and has been Chairman of the Board and Chief Executive Officer of the Company since its inception. From 1981 until August 1985 he also served as the Company’s Chief Financial Officer and Secretary.
Sandra A. Knell has been the Company’s Executive Vice President—Finance, Chief Financial Officer and Secretary since August 1985. From 1984 until she joined the Company, Mrs. Knell was an Audit Manager, and for the prior four years was a senior and staff accountant, with Grant Thornton LLP (formerly Alexander Grant & Co.). Mrs. Knell is a Certified Public Accountant.
David A. Berger served as Executive Vice President—Marketing since May 1988. From August 1986 to May 1988, Mr. Berger was Senior Vice President—Purchasing of the Company. For the prior 14 years he held various management positions with C/P Products Corp., a distributor of recreation vehicle parts and accessories acquired by the Company in 1985.
Dennis A. Castagnola was appointed to his current position of Executive Vice President—Sales in November 2000. From May 1994 through November 2000, he served as Senior Vice President—Proprietary Products, where he directed the Company’s proprietary products program. For the prior 19 years, he held various positions with the Company, including Vice President/Division Manager of the Company’s Portland, Oregon Distribution Center.
Ben A. Frydman has served as a director since 1988. Mr. Frydman is, and for more than five years has been, engaged in the private practice of law, as a member and shareholder of Stradling Yocca Carlson & Rauth, a Professional corporation, which provided legal services to the Company in 2002. Mr. Frydman is also a director of Collectors Universe, Inc., a publicly traded company which is engaged in the business of providing grading and authentication and other value added services, and selling high end collectibles to collectors and dealers of rare coins and currencies, sportscards, vintage stamps and autographs.
Robert S. Throop has served as a director since 1995. Until his retirement in late 1996, and for more than the prior five years, Mr. Throop was the Chairman and Chief Executive Officer of Anthem Electronics, Inc. (“Anthem”), which is a national distributor of semiconductor and computer products. Mr. Throop is also a director of the Manitowoc Company, a publicly traded company, and Azerity, which is a privately owned business.
John W. Casey has served as a director since August 1998. From 1980 and until his retirement in 1994, Mr. Casey was President and Chief Executive Officer of Shurflo Pump Mfg. Company (“Shurflo”), which was engaged in the manufacture and sale of pumps used in pumping and circulating water or other liquids in a variety of products and equipment, including recreational vehicles and soft drink dispensing machines. Mr. Casey is a director of the Deschutes Basin Land Trust.
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ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth compensation received in each of the years in the three year period ended December 31, 2002, by the Company’s Chief Executive Officer, and the other executive officers whose aggregate cash compensation for services rendered to the Company in all capacities in 2002 exceeded $100,000 (collectively, the “Named Officers”):
Summary Compensation Table
| Annual Compensation |
Long-Term Compensation Awards | ||||||||||
| Name and Principal Position |
Year |
Salary($) |
Bonus(3) |
Securities underlying Options (#) | |||||||
| Thomas R. McGuire, |
2002 2001 2000 |
$
|
224,229 252,902 263,823 |
(1) (1)
|
$
|
26,400 -0- -0- |
-0- 50,000 -0- | ||||
| Sandra A. Knell |
2002 2001 2000 |
$
|
148,750 167,766 171,162 |
(1) (1)
|
$
|
13,200 -0- -0- |
17,500 25,000 | ||||
| David A. Berger |
2002 2001 2000 |
$
|
110,500 124,625 128,462 |
(1) (1)
|
$
|
13,200 -0- -0- |
-0- 13,000 12,500 | ||||
| Dennis A. Castagnola, |
2002 2001 2000 |
$
|
110,500 124,625 128,462 |
(1) (1)
|
$
|
13,200 -0- -0- |
-0- 13,000 12,500 | ||||
| (1) | As part of a company-wide cost cutting program, these officers voluntarily agreed to salary reductions in fiscal 2001. The salaries in 2001 reflect a partial year, and the salaries in 2002 reflect a full year, of those reductions. |
Option Grants
No options were granted to any of the Named Officers during the fiscal year ended December 31, 2002:
Option Exercises in 2002
No options were exercised by any of the Named Officers in 2002. The following table provides information with respect to the value of unexercised “in-the-money” options held by the Named Officers as of December 31, 2002, all of which had become fully exercisable by that date.
| Number of Shares Underlying Unexercised Options |
Value of Unexercised “In-the-Money” Options | |||
| At December 31, 2002 | ||||
| Thomas R. McGuire |
50,000 |
$54,400 | ||
| Sandra A. Knell |
17,500 |
$19,075 | ||
| David A. Berger |
13,000 |
$14,170 | ||
| Dennis A. Castagnola |
13,000 |
$14,170 | ||
On December 31, 2002, the closing price of the Company’s Common stock on the American Stock Exchange was $1.84.
Director’s Compensation
Directors who also are Company employees receive no compensation for serving as directors. Non-employee directors are paid a retainer of $6,000 per year and receive $1,500 for each Board of Directors’ meeting attended and are reimbursed for the out-of-pocket expenses incurred in attending those meetings. No compensation is paid for attending meetings of Committees of the Board of Directors on which directors serve. Pursuant to the Company’s Employee Stock Option Plans, each year each non-employee director is automatically granted an option to purchase 2,000 shares of Company stock at an exercise price that is equal to the fair market value of the shares on the date of grant. These options become fully exercisable six months after the date of grant. Upon joining the Board, each new non-employee director receives an option to purchase 2,000 shares, which becomes exercisable in full one year after the date of grant.
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Compensation Committee Interlocks
In fiscal 2002, the members of the Compensation Committee were Robert S. Throop and John W. Casey, each of whom is a non-employee director of the Company. No executive officer of the Company served on the board of directors or compensation committee of any corporation or other entity which has one or more executive officers serving as members of the Company’s Board of Directors or of its Compensation Committee.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Based upon information made available to the Company, the Company believes that all filing requirements under Section 16(a) of the Securities Exchange Act of 1934 applicable to its directors, officers and any persons holding 10 percent or more of the Company’s common stock were satisfied with respect to the Company’s fiscal year ended December 31, 2002.
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| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
The following table sets forth, as of April 28, 2003 information regarding the ownership of the Company’s outstanding common stock by each person known to management to own, beneficially or of record, more than five percent (5%) of the common stock and by each director and the Named Officers of the Company and all directors and officers of the Company as a group.
| Name and Address of Beneficial Owner |
Amount and Nature of Beneficial Ownership (1) |
Percent of Class |
||||
| Thomas R. McGuire |
763,079 |
(2) |
16.8 |
% | ||
| Dimensional Fund Advisors |
378,700 |
(3) |
8.6 |
% | ||
| JB Capital Partners, L.P. Alan W. Weber Rye Brook, New York 10573 |
286,400 |
(4) |
6.5 |
% | ||
| Lone Star RV Sales, Inc. |
252,900 |
(5) |
5.7 |
% | ||
| Robert S. Throop |
23,000 |
(6) |
* |
| ||
| Ben A. Frydman |
21,000 |
(6) |
* |
| ||
| John W. Casey |
17,000 |
(6) |
* |
| ||
| Sandra A. Knell |
177,462 |
(7) |
3.9 |
% | ||
| David A. Berger |
118,331 |
(7) |
2.6 |
% | ||
| Dennis A. Castagnola |
79,768 |
(7) |
1.8 |
% | ||
| All directors and officers as a group (7 persons) |
1,199,640 |
(8) |
24.5 |
% |
*Less than 1%.
| (1) | Except as otherwise noted below, the persons named in the table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to community property laws where applicable. |
| (2) | Does not include an aggregate of 50,016 shares held in trust for the benefit of Mr. McGuire’s adult children, as to which Mr. McGuire disclaims beneficial ownership. Includes 117,500 shares subject to outstanding stock options exercisable during the 60-day period ending June 27, 2003. |
| (3) | In a report filed with the Securities and Exchange Commission, Dimensional Fund Advisors, Inc., an investment advisor registered under Section 201 of the Investment Advisors Act of 1940 (“DFA”), reported that it possesses voting or investment power over these shares, which it reported are owned by four investment companies registered under the Investment Company Act of 1940 for which DFA serves as investment advisor and certain commingled group trusts and separate accounts for which DFA serves as investment manager. DFA disclaims beneficial ownership of all such shares. |
| (4) | In a report filed with the Securities and Exchange Commission, JB Capital Partners, L.P and Alan W. Weber, its general partner, reported that they share voting and dispositive power, and therefore share beneficial ownership, with respect to 285,400 of these shares and that Mr. Weber is the sole beneficial owner of, with sole voting and dispositive power over, the other 1,000 shares. |
| (5) | In a report filed with the Securities and Exchange Commission, Lone Star RV Sales, Inc. reported that it possesses sole ownership and dispositive power with respect to these shares and that it disclaims beneficial ownership of 13,000 shares owned by Scott Byrne and 10,000 shares owned by Gordon Byrne. |
| (6) | Includes shares subject to outstanding stock options, as follows: Mr. Frydman—20,000 shares; Mr. Throop—18,000 shares; and Mr. Casey—10,000 shares. |
| (7) | Includes shares subject to outstanding stock options exercisable during the 60-day period ending June 27, 2003, as follows: Ms. Knell—147,000 shares; Mr. Berger—100,000 shares; and Mr. Castagnola—70,250 shares. |
| (8) | Includes 482,750 shares subject to outstanding stock options exercisable during the 60-day period ending June 27, 2003. |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: April 29, 2003 |
THE COAST DISTRIBUTION SYSTEM, INC. | |||||||
| By: |
/s/ SANDRA A. KNELL | |||||||
| Sandra A. Knell, Executive Vice President and Chief Financial Officer | ||||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment on Form 10K/A has been signed below by the following persons in the capacities and on the dates indicated.
| SIGNATURE |
TITLE |
DATE | ||||
| /s/ THOMAS R. MCGUIRE* Thomas R. McGuire |
Chairman of the Board of Directors, Chief Executive Officer and Director |
April 29, 2003 | ||||
| /s/ SANDRA A. KNELL Sandra A. Knell |
Executive Vice President (Principal Financial and Principal Accounting Officer) |
April 29, 2003 | ||||
| /s/ ROBERT S. THROOP* Robert S. Throop |
Director |
April 29, 2003 | ||||
| /s/ JOHN W. CASEY* John W. Casey |
Director |
April 29, 2003 | ||||
| /s/ BEN A. FRYDMAN* Ben A. Frydman |
Director |
April 29, 2003 | ||||
| *By: |
/s/ SANDRA A. KNELL Sandra A. Knell, Attorney-in-Fact |
April 29, 2003 | ||||
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