UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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, 2003
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: 1-4219
ZAPATA CORPORATION
(Exact name of Registrant as specified in its charter)
NEVADA 74-1339132
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
100 MERIDIAN CENTRE, SUITE 350
ROCHESTER, NY 14618
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
(585) 242-2000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
------------------- ----------------
COMMON STOCK, $0.01 PAR VALUE..................................... NEW YORK 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] or 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 Rule 12b-2 of the Act). Yes [ ] No [X]
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of June 30, 2003 (the last business day of the registrant's most
recently completed second fiscal quarter) was approximately $61,866,000. For the
sole purpose of making this calculation, the term "non-affiliate" has been
interpreted to exclude directors, corporate officers and holders of 10% or more
of the Company's common stock.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date: As of March 5, 2004, the
Registrant had outstanding 2,391,315 shares of common stock, $0.01 par value.
Documents Incorporated By Reference: None
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K (the
"Annual Report") of Zapata Corporation (the "Company" or "Zapata") filed on
March 26, 2004 with the Securities & Exchange Commission (the "SEC") solely for
the purpose of including information that was to be incorporated by reference
from the Registrant's definitive proxy statement pursuant to Regulation 14A of
the Securities and Exchange Act of 1934. The Registrant will not file its proxy
statement within 120 days of its fiscal year ended December 31, 2003 and is
therefore amending and restating in their entirety Items 10, 11, 12, 13 and 14
of Part III of the Annual Report. In addition, in connection with the filing of
this Amendment No. 1 and pursuant to Rules 12b-15 and 13a-14(a) under the
Securities Exchange Act of 1934, we are including with this Amendment No. 1
certain currently dated certifications. Except as described above, no other
amendments are being made to the Annual Report. This Form 10-K/A does not
reflect events occurring after the March 26, 2004 filing of our Annual Report
modify or update the disclosure contained in the Annual Report in any way other
than as required to reflect the amendments discussed above and reflected below.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Pursuant to the Company's Articles of Incorporation and By-Laws, the Board of
Directors has fixed the size of the Board at seven (7) directors. The Articles
of Incorporation provide for division of the Board into three classes (Class I,
Class II and Class III) of as nearly equal number of directors as possible.
Thus, Class I and Class III are comprised of two directors each and Class II is
comprised of three directors.
The term of each Class of directors is three years with the term for one Class
expiring each year in rotation. As a result, each year, one Class of directors
is elected.
Set forth below is information regarding the directors of the Company.
CLASS I DIRECTORS -- THREE YEAR TERM EXPIRING IN THE YEAR 2005
DARCIE S. GLAZER, age 35, has served as a director since March 2002. For more
than the past five years, she has been employed by, and has worked on behalf of,
Malcolm I. Glazer and a number of entities owned and controlled by Malcolm I.
Glazer, including First Allied Corporation. Ms. Glazer serves as the Executive
Vice President of First Allied Corporation. Malcolm I. Glazer is self-employed
private investor whose diversafied portfolio consists of investments in
television boradcasting, restaurant equipment, food services equipment, health
care, banking, real estate, stocks, government securities and corporate bonds,
and who owns and controls The Malcolm I. Glazer Family Limited Partnership.
Ms. Glazer served as an investment analyst for Zapata from 1996 to February
2001. She also serves as a director of Omega Protein Corporation (NYSE: OME),
Zapata's majority-owned subsidiary. Ms. Glazer is the sister of Avram A.
Glazer, Bryan G. Glazer, and Edward S. Glazer.
BRYAN G. GLAZER, age 39, has served as a director since May 1997. For more than
the past five years, he has been employed by, and has worked on behalf of,
Malcolm I. Glazer and a number of entities owned and controlled by Malcolm I.
Glazer, including The Tampa Bay Buccaneers. Mr. B. Glazer serves as the
Executive Vice President of The Tampa Bay Buccaneers. He also serves as a
director of the Tampa Bay Performing Arts Center. He is the brother of Avram A.
Glazer, Edward S. Glazer and Darcie S. Glazer.
CLASS III DIRECTORS - THREE YEAR TERM EXPIRING IN THE YEAR 2004
EDWARD S. GLAZER, age 34, has served as a director since 1997. For more than the
past five years, he has been employed by, and has worked on behalf of a number
of entities owned and controlled by Malcolm I. Glazer, including The Tampa Bay
Buccaneers, a National Football League franchise, where he serves as the
Executive Vice President. Mr. E. Glazer is the brother of Avram A. Glazer, Bryan
G. Glazer and Darcie S. Glazer.
ROBERT V. LEFFLER, JR., age 58, has served as a director since May 1995. For
more than the past five years, Mr. Leffler has owned and operated the Leffler
Agency, an advertising and marketing/public relations firm based in Baltimore,
Maryland and Tampa, Florida, which specializes in sports, rental real estate and
broadcast television. Mr. Leffler serves on the Audit and Compensation
Committees of the Company's Board of Directors.
CLASS II DIRECTORS -- THREE YEAR TERM EXPIRING IN THE YEAR 2006
AVRAM A. GLAZER, age 43, has been a director of Zapata since July 1993. Mr.
Glazer has served as President and Chief Executive Officer of the Company since
March 1995, and has also served as Chairman of the Board since March 1, 2002. He
serves as a director, president, and chief executive officer of Zap.Com
Corporation (OTCBB: ZPCM), Zapata's 98%-owned subsidiary (which until December
2000 was an internet advertising and e-commerce network company, and is
currently a public shell company). He is also Chairman of the Board and a
director of Omega Protein Corporation (NYSE: OME), Zapata's majority-owned
subsidiary, and a director of Safety Components International, Inc.
(OTCBB: SAFY), Zapata's majority-owned subsidiary. He has served in these
capacities with Omega Protein and Safety Components since January 1998 and
January 2004, respectively. Avram A. Glazer is the brother of Bryan G. Glazer,
Edward S. Glazer and Darcie S. Glazer.
WARREN H. GFELLER, age 51, has served as a director since May 1997. For more
than the past five years, he has operated Clayton/Hamilton Equities, L.L.C.,
Stranger Valley Company, L.L.C. and Tatgc Chemical and Manufacturing, Inc. Mr.
Gfeller also serves as a director and as chairman of the audit committee of
Inergy, LP (NASD: NRGY) and Duckwall-ALCO Stores, Inc. (NASD: DUCK), and as a
director of Gardner Bancshares, Inc., and the Kansas Wildscape Foundation. Mr.
Gfeller serves on the Audit and Compensation Committees of the Company's Board
of Directors.
JOHN R. HALLDOW, age 36, has served as a director since June 2001. Mr. Halldow
is currently employed as the Director of Public Affairs for Rural Metro Medical
Services. From January 1999 through March 2003, Mr. Halldow served as the
Director of Government Relations for Erdman Anthony, an engineering firm, in its
Rochester, New York office. Prior to that time, from 1992 through December 1998,
Mr. Halldow worked as the Eastern Regional Manager in the Office of U.S.
Representative Bill Paxon, in Victor, New York. Mr. Halldow serves on the Audit
Committee of the Company's Board of Directors.
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board of Directors has as two standing committees, the Audit Committee and
the Compensation Committee. The Board of Directors does not have a nominating
committee or a committee performing the function of a nominating committee.
The Audit Committee meets with the Company's independent auditors to review the
Company's accounting policies, internal controls and other accounting and
auditing matters; confirms and assures the outside auditor's independence; makes
recommendations to the Board of Directors as to the engagement of independent
auditor's; and approves the fees and other compensation to be paid to the
independent auditors. The Board of Directors has previously adopted a written
charter for the Audit Committee which governs its structure, membership and
operation. The Board of Directors is currently considering the adoption of an
amended and restated charter for the Audit Committee.
The Audit Committee currently is composed of Mr. Warren Gfeller (Chairman), Mr.
Robert V. Leffler, Jr. and Mr. John R. Halldow. The Board of Directors has
determined that Mr. Warren Gfeller qualifies as an "audit committee financial
expert," as defined by Item 402(h)(2)of Regulation S-K promulgated by the SEC
under the Securities Act of 1933. The Board of Directors has also determined
that Mr. Gfeller is "independent," as such term is defined by the current
listing standards of the NYSE governing audit committees.
The Compensation Committee reviews the Company's executive salary and bonus
structure; reviews the Company's stock option plans; recommends directors' fees;
sets bonus goals; and approves salary and bonus awards to key executives. The
Compensation Committee currently is composed of Mr. Robert W. Leffler, Jr.
(Chairman) and Mr. Warren H. Gfeller. The Compensation Committee does not have a
charter. The Board of Directors is currently
considering the adoption of a charter to govern the Compensation Committee's
structure, membership and operation.
During 2003, the Board of Directors held 4 meetings and acted by unanimous
written consent 4 times. In addition, the Audit Committee held 4 meetings and
the Compensation Committee held one meeting and acted by unanimous written
consent once. During 2003, each director of the Company attended at least 75% of
the aggregate number of meetings of the Board of Directors and committees on
which each of them sit, except Edward Glazer who attended 50% of the Board of
Directors meetings in 2003.
DIRECTORS' COMPENSATION
During 2003, directors who were not employees of the Company were paid an annual
retainer of $30,000 (on a quarterly basis), plus $1,000 for each committee of
the Board of Directors on which a director served. Those directors who also are
employees of the Company do not receive any additional compensation for their
services as directors.
EXECUTIVE OFFICERS
The following sets forth certain information with respect to the Executive
Officers of the Company, as of the date of this Proxy Statement. All officers of
the Company serve at the pleasure of the Company's Board of Directors until
their successors are elected and qualified.
NAME AGE POSITION
---- --- --------
Avram A. Glazer.......................... 43 Chairman of the Board, President and Chief Executive Officer
Leonard DiSalvo.......................... 45 Vice President -- Finance and Chief Financial Officer
Gordon E. Forth.......................... 42 Secretary
LEONARD DISALVO, age 45, joined Zapata in September 1998 and currently serves as
its Vice President -- Finance and Chief Financial Officer. Mr. DiSalvo also
currently serves as Vice President -- Finance and Chief Financial Officer of
Zap.Com Corporation, a position he has held since April 1999, and a director of
Zapata's majority-owned subsidiary, Safety Components International, Inc.
(OTCBB: SAFY), a position he has held since January 2004. Mr. DiSalvo also
serves as Chairman of the Safety Components' Compensation Committee. Mr. DiSalvo
has 20 years of experience in the areas of finance and accounting. Mr. DiSalvo
served as a finance manager for Constellation Brands, Inc., a national
manufacturer and distributor of wine, spirits and beer, since 1996. Prior to
that position, Mr. DiSalvo held various management positions in the areas of
finance and accounting in the Contact Lens Division of Bausch & Lomb
Incorporated. Mr. DiSalvo is a Certified Public Accountant.
GORDON E. FORTH, age 42, has served as Zapata's Secretary since December 1998.
Mr. Forth also serves as Secretary of Zap.Com Corporation, a position he has
held since April 1999. Mr. Forth is a partner of Woods Oviatt Gilman LLP, a
Rochester, New York based law firm. Mr. Forth has practiced law at the Woods
Oviatt firm since 1987.
CODE OF ETHICS AND BUSINESS
The Company has adopted a Code of Ethics and Business Conduct to provided
guidance to the Company's directors and key employees, including the Company's
principal executive officer, principal accounting officer or controller or
persons performing similar functions (collectively, the "Selected Officers").
The Company will provide without charge, upon request, a copy of the Code of
Business Conduct and Ethics. Anyone wishing to obtain a copy should write to
Zapata Corporation Investor Relations, 100 Meridian Centre Suite 350, Rochester,
NY 14618.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (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
with the Securities and Exchange Commission (the "Commission") and the NYSE
initial reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. Directors,
officers and greater than 10% stockholders are required by the Commission's
regulations to furnish the Company with copies of all Section 16(a) forms they
file. Based upon a review of the copies of such forms furnished to the Company
and written representations that no other reports were required, the Company
believes that during 2003, all such filings required to be made by such persons
were timely made in accordance with the requirements of the Exchange Act.
ITEM 11. EXECUTIVE COMPENSATION
The summary compensation table below sets forth information regarding
compensation with respect to 2003, 2002 and 2001 for services in all capacities
rendered to the Company and its subsidiaries by the Company's Chief Executive
Officer and the other most highly compensated executive officers of the Company
with annual compensation in excess of $100,000 who were serving as executive
officers during 2003 (the "NAMED OFFICERS").
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION SECURITIES
FISCAL -------------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS/SARS(#) COMPENSATION
--------------------------- ---- --------- -------- --------------- ------------
Avram A. Glazer, (2)..................... 2003 $400,000 $ 200,000 -- --
Chairman of the Board, President and 2002 400,000 200,000 -- --
Chief Executive Officer 2001 300,000 200,000 -- --
Leonard DiSalvo, (3)..................... 2003 $150,594(1) $ 25,000 20,000 $ 7,025(4)
Vice President -- Finance and Chief 2002 139,880(1) 25,000 -- 5,550(4)
Financial Officer 2001 137,025(1) 25,000 12,500 3,154(4)
(1) Includes compensation deferred pursuant to the Company's qualified 401K
Plan.
(2) Mr. A. Glazer was elected Chairman of the Board of Zapata on March 1,
2002. He also serves as President and Chief Executive Officer of both
Zapata and Zap.Com, Zapata's 98% owned subsidiary. Zapata allocated
approximately $4,000, $4,000 and $0 of Mr. A. Glazer's annual salary
for 2003, 2002 and 2001, respectively, to Zap.Com under a shared
services agreement between the two companies. No amounts of Mr. A.
Glazer's bonuses have been allocated to Zap.Com.
(3) Mr. DiSalvo serves as Vice President -- Finance and Chief Financial
Officer of both Zapata and Zap.Com. Zapata allocated approximately
$7,000, $7,000 and $0 of Mr. DiSalvo's annual salary for 2003, 2002 and
2001, respectively, to Zap.Com under a shared services agreement
between the two companies. No amounts of Mr. DiSalvo's bonuses have
been allocated to Zap.Com.
(4) Amounts presented represent the Company's matching contribution to Mr.
DiSalvo's account under the Zapata Corporation 401(k) Plan.
While the Company's officers receive benefits in the form of certain
perquisites, none of the Named Officers received perquisites which exceeded in
value the lesser of $50,000 or 10% of such officer's total annual salary and
bonus for any of the years shown in the Summary Compensation Table.
During 2002 and 2001, the Company did not grant or award any stock options,
stock appreciation rights or stock awards or cash awards to any of the Named
Officers. The following table provides information concerning the grant of stock
options for the Company's common stock made to the Named Officers during 2003:
OPTION GRANTS IN FISCAL 2003
PERCENT OF
TOTAL POTENTIALLY REALIZABLE
NUMBER OF OPTIONS VALUE AT ASSUMED ANNUAL
SECURITIES GRANTED TO RATE OF STOCK PRICE
UNDERLYING EMPLOYEES EXERCISE APPRECIATION FOR
OPTIONS IN PRICE EXPIRATION OPTION TERM(2)
NAME GRANTED(1) FISCAL YEAR ($/SHARE) DATE 5% 10%
---- ---------- ----------- --------- ---- -- ---
Leonard DiSalvo..................... 20,000 74.2% $54.50 12/08/2013 $685,000 $1,737,000
(1) Stock options are awarded at the fair market value of common stock at
the date of grant. All options are exercisable in cumulative one-third
installments vesting annually beginning on the first anniversary of the
date of grant.
(2) The amounts shown as potentially realizable values are based on
arbitrarily assumed rates of stock price appreciations of 5% and 10%
over the full term of the options (10 years), as required by applicable
regulations and are provided for illustrative purposes only and do not
reflect the Company's estimate or projection of future common stock
prices.
The following table provides information concerning options held by the Named
Officers as of end of 2003.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
ACQUIRED VALUE AT FISCAL YEAR-END AT FISCAL YEAR-END ($)
NAME ON EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(1)
---- ----------- -------- ------------------------- ------------------------
Avram A. Glazer..................... -- -- 13,459/0 $780,487/$0
Leonard DiSalvo..................... -- -- 9,833/24,167 $483,231/$1,401,444
(1) On December 31, 2003, the closing price per share of the Company's
common stock on the NYSE was $57.99.
CERTAIN EMPLOYEE BENEFITS
Zapata's executive officers participate or have participated in certain stock
option and incentive plans, retirement and profit sharing/401(k) plans sponsored
by Zapata, some of which are intended to qualify for tax-favored treatment under
the Internal Revenue Code, as amended (the "Code"). These plans include Zapata's
Amended and Restated 1996 Long-Term Incentive Plan, the Zapata Pension Plan
("Pension Plan"), the Zapata Supplemental Pension Benefit Plan and the Zapata
Corporation 401(k) Plan.
The Amended and Restated 1996 Long-Term Incentive Plan (the "1996 LTIP") was
approved by the stockholders on December 5, 1996. The 1996 LTIP provides for the
granting of nonqualified stock options to key employees of the Company. Under
the 1996 LTIP, options may be granted by the Committee at prices equivalent to
the market value of the common stock on the date of grant. Options become
exercisable in one or more installments on such dates as the Committee may
determine. Unexercised options will expire on varying dates up to a maximum of
ten years from the date of grant. During 1999, the stockholders amended and
restated the 1996 LTIP to increase the number of shares available for options
granted under the plan from 500,000 to 1,000,000 shares. At December 31, 2003,
stock options covering a total of 104,566 shares had been exercised and a total
of 738,550 shares of common stock are available for future stock options or
other awards under the 1996 LTIP. As of December 31, 2003 there were options for
the purchase of up to 156,884 shares outstanding under the 1996 LTIP.
Zapata maintains a pension plan that is a non-contributory qualified defined
benefit pension plan and is intended to qualify under Internal Revenue Code
Section 401(a). All employees of Zapata are eligible. Highly compensated
employees (generally, employees who own more than 5% of the stock of Zapata and
employees earning in excess of $85,000) became eligible to participate on
January 1, 2002. Based on the January 1, 2002 plan amendment, highly compensated
employees were credited with up to 5 years of prior service. An employee becomes
a participant upon
completion of one-year of service (1,000 hours in a computation period) or
attainment of age 21, whichever is later. Retirement benefits under the pension
plan are based on an employee's length of employment, average monthly
compensation and social security covered compensation. Compensation for this
purpose includes salary and other compensation paid by Zapata and reportable on
Form W-2, but excludes fringe benefits (cash and non-cash), including
compensation related to stock option plans which is reported in the above
Summary Compensation Table. The Code limits the amount of compensation that may
be considered ($200,000 for 2003) and the annual benefits which may be payable
from the pension plan. Pension plan participants are 100% vested in accrued
benefits after five years of vesting service.
The following table shows the estimated annual benefit payable to employees on
retirement under Zapata's pension plan to employees in the specified
compensation and years of service classification. The retirement benefits shown
are based upon an employee retiring at age 65 in 2003 who elect to receive
benefits in the form of a single life annuity (although a participant can select
other methods of calculating benefits). The amounts shown are based on current
average social security wage base amounts and are not subject to any deduction
for social security or other offset amounts.
PENSION PLAN BENEFITS TABLE
YEARS OF SERVICE
------------------------------------------------------------------
REMUNERATION (*) 15 20 25 30 35
---------------- -- -- -- -- --
$ 125,000................................... $ 29,804 $39,739 $49,674 $59,608 $ 69,543
150,000................................... 36,179 48,239 60,299 72,358 84,418
175,000................................... 42,554* 56,739* 70,924* 85,108* 99,293*
200,000................................... 48,929* 65,239* 81,549* 97,858* 114,168*
225,000................................... 48,929* 65,239* 81,549* 97,858* 114,168*
250,000................................... 48,929* 65,239* 81,549* 97,858* 114,168*
300,000................................... 48,929* 65,239* 81,549* 97,858* 114,168*
400,000................................... 48,929* 65,239* 81,549* 97,858* 114,168*
450,000................................... 48,929* 65,239* 81,549* 97,858* 114,168*
500,000................................... 48,929* 65,239* 81,549* 97,858* 114,168*
---------------
(*) Internal Revenue Code limits covered compensation to $200,000 for 2003.
As a result of the January 2002 amendment to the pension plan, Zapata's Named
Officers who are currently employed by the Company are now eligible to
participate under the Pension Plan. The compensation covered by the pension plan
includes the annual salaries and bonus of Messrs. Avram Glazer and Leonard
DiSalvo, but no other amounts shown in the above Summary Compensation table.
Estimated credited years of service for Mr. Glazer is 7 years, and for Mr.
DiSalvo is 5 years. Amounts shown in the pension plan table are subject to
deductions to for social security.
The Zapata Supplemental Pension Plan was adopted effective April 1, 1992. This
plan provides supplemental retirement payments to certain former senior
executives of Zapata. The amounts of such payments equal the difference between
the amounts received under the applicable pension plan and the amounts that
would otherwise be received if pension plan payments were not reduced as the
result of the limitations upon compensation and benefits imposed by federal law.
Effective December 1994, the supplemental pension plan was frozen, except with
respect to benefits already accrued.
The Zapata 401(k) Plan is qualified under Sections 401(a) and 401(k) of the
Code. Under the Plan, 3 types of contributions are authorized: (1) employee
pre-tax, salary reduction contributions ("elective deferrals"); (2) matching
employer contributions for participants who make elective deferrals to the Plan
; and (3) discretionary employer contributions, based on cash flow,
profitability and other financial circumstances as Zapata determines to be
relevant. The matching contribution formula is 100% on elective deferrals up to
3% of compensation for the year and 50% of all deferral contributions of more
than 3%; elective deferrals exceeding 5% of compensation for the year are not
matched. All employees are eligible for participation in the elective deferral
and matching contribution
features of the plan upon attainment of age 21 or completion of 3 months of
service, whichever is later. For the purposes of employer discretionary
contributions, an employee enters the plan after completing 1 year of service or
attaining age 21, whichever is later. Matching contributions are fully vested
while discretionary employer contributions, if any, vest 20% for each year of
vesting service.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table indicates the number of shares of Common Stock owned
beneficially as of March 31, 2004 by
- each person known to the Company to beneficially own more than
5% of the outstanding shares of Common Stock,
- each director,
- the Named Officers, and
- all directors and executive officers as a group.
Except to the extent indicated in the footnotes to the following table, each of
the persons or entities listed therein has sole voting and investment power with
respect to the shares which are reported as beneficially owned by such person or
entity. The Company does not know of any arrangements, including any pledge by
any person of securities of the Company, the operation of which may at a
subsequent date result in a change of control of the Company.
The following calculations are based upon the shares of each subsidiary's common
stock issued and outstanding on March 31, 2004 plus the number of such shares of
common stock outstanding pursuant to SEC Rule 13d-3(d))1. Shares of the
subsidiary's common stock subject to options exercisable within 60 days of March
31, 2004 are deemed outstanding for purposes of computing the percentage of the
person holding such option but are not deemed outstanding for computing the
percentage of any other person.
ZAPATA CORPORATION
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OF CLASS(1)
------------------- ----------------------- -----------
Malcolm I. Glazer(2)(3)................................................ 1,144,438 47.2%
Wellington Management Company, LLP(4).................................. 208,800 8.7%
Royce & Associates, LLC(5)............................................. 180,500 7.5%
Avram A. Glazer(3)(6).................................................. 17,159 *
Robert V. Leffler, Jr.(3).............................................. 1,333 *
Warren H. Gfeller(3)................................................... 2,666 *
Bryan G. Glazer(3)..................................................... 15,625 *
Edward S. Glazer(3).................................................... 14,125 *
Darcie S. Glazer(3).................................................... 14,125 *
Leonard DiSalvo(3)(7).................................................. 9,833 *
John R. Halldow(3)..................................................... 666 *
All directors and executive officers of Zapata as a group (8 persons).. 75,532 3.1%
------------------
* Represents beneficial ownership of less than 1.0%.
(1) The calculations for these columns are based upon the number of shares
of Common Stock issued and outstanding on March 31, 2004, plus the
number of shares of Common Stock deemed outstanding pursuant to SEC
Rule 13d-3(d)(1). Shares of Company Common Stock subject to options
exercisable within 60 days of March 31, 2004 are deemed outstanding for
purposes of computing the percentage of the person holding such option
but are not deemed outstanding for computing the percentage of any
other person.
(2) 1,111,938 of the shares reported are held in the name of The Malcolm I.
Glazer Family Limited Partnership, 270 Commerce Drive, Rochester, New
York 14623, in which Malcolm Glazer controls the sole general partner.
(3) Presently reported ownership includes 32,500, 13,459, 1,333, 2,666,
14,125, 14,125, 9,833, 666 and 14,125 shares issuable under options
exercisable within 60 days of March 31, 2004 held by Messrs. M. Glazer,
A. Glazer, Leffler, Gfeller, B. Glazer, E. Glazer, DiSalvo, Halldow and
Ms. D. Glazer, respectively.
(4) Based solely on a Schedule 13G, dated February 12, 2004, Wellington
Management Company ("WMC"), LLP, 75 State St., Boston, Massachusetts
02109, is the beneficial owner of 208,800 shares. WMC is an investment
adviser registered under Section 203 of the Investment Advisers Act of
1940 and acts as parent company or control person in accordance with
Rule 13d-b1(b)(1)(ii)(G).
(5) Based solely on a Schedule 13G, dated February 9, 2004, Royce &
Associates ("Royce"), LLC, 1414 Avenue of the Americas, New York, New
York 10019, is the beneficial holder of 80,500 shares. Royce is an
investment adviser registered under Section 203 of the Investment
Advisers Act of 1940. Royce possesses voting power over the shares
owned.
(6) Avram Glazer also holds beneficial ownership of 568,200 shares of
common stock of Omega Protein Corporation, Zapata's majority owned
subsidiary, which includes 568,200 shares issuable under options
exercisable within 60 days of March 31, 2004, and beneficial ownership
of 415,000 shares of common stock of Zap.Com Corporation, Zapata's 98%
owned subsidiary, which includes 365,000 shares issuable under options
exercisable within 60 days of March 31, 2004.
(7) Leonard DiSalvo also holds beneficial ownership of 100,000 shares of
Zap.Com common stock, which includes 100,000 shares issuable under
options exercisable within 60 days of March 31, 2004.
The following table indicates the number of shares of common stock of Zapata's
subsidiaries owned beneficially as of March 31, 2004 by each Named Officer and
all directors and executive officers as a group. Except to the extent indicated
in the footnotes to the following table, each of the persons or entities listed
therein has sole voting and investment power with respect to the shares which
are reported as beneficially owned by such person or entity.
SAFETY COMPONENTS INTERNATIONAL, INC.
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
------------------- -------------------- --------
Avram Glazer........................................................... --- ---
Leonard DiSalvo........................................................ --- ---
All directors and executive officers of Zapata as a group.............. --- ---
OMEGA PROTEIN CORPORATION
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
------------------- -------------------- --------
Avram Glazer(1)........................................................ 568,200 2.3%
Leonard DiSalvo........................................................ --- ---
All directors and executive officers of Zapata as a group.............. 568,200 2.3%
------------------
* Represents beneficial ownership of less than 1.0%.
(1) Includes 568,200 shares issuable under options exercisable within 60
days of March 31, 2004.
ZAP.COM CORPORATION
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
------------------- -------------------- --------
Avram Glazer(1)........................................................ 415,000 *
Leonard DiSalvo(2)..................................................... 100,000 *
All directors and executive officers of Zapata as a group.............. 525,000 *
------------------
* Represents beneficial ownership of less than 1.0%.
(1) Includes 365,000 shares issuable under options exercisable within 60
days of March 31, 2004.
(2) Includes 100,000 shares issuable under options exercisable within 60
days of March 31, 2004.
For information concerning Equity Compensation Plan Information, see Item 5.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 2002, the Company finalized the terms of a consulting agreement with its
former Chairman of the Board of Directors, Malcolm Glazer. Subject to the terms
of the agreement, the Company pays Malcolm Glazer $122,500 per month until April
30, 2006. The agreement also provides for health and other medical benefits for
Mr. Glazer and his wife. This agreement will terminate in the event of Mr.
Glazer's death or permanent disability.
Gordon E. Forth, who serves as corporate secretary of Zapata and Zap.Com, is a
partner at Woods Oviatt Gilman LLP which has acted as counsel to Zapata and
Zap.Com.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Our Audit Committee's policy is to pre-approve all audit and permissible
non-audit services provided by the independent auditors, PricewaterhouseCoopers
LLP. Our Audit Committee pre-approved all such audit and non-audit services
provided by the independent auditors. These services have included audit
services, audit-related services, tax services and other services. Pre-approval
is generally provided for up to one year and any pre-approval is detailed as to
the particular service or category of services and is generally subject to a
specific budget. The independent auditors and management are required to
periodically report to the Audit Committee regarding the extent of services
provided by the independent auditors in accordance with this pre-approval and
the fees for the services performed to date. The Audit Committee may also
pre-approve particular services on a case-by-case basis.
YEAR ENDED YEAR ENDED
DECEMBER 31, 2003 DECEMBER 31, 2002
----------------- -----------------
Audit Fees............................................... $ 93,000 $ 86,400
Audit-Related Fees....................................... 15,100 11,500
Tax Fees................................................. 105,200 236,900
All Other Fees........................................... -- --
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) 3. Exhibits. See Exhibit Index.
INDEX TO EXHIBITS
31.1 Certification of CEO as required by Rule 13a-14(a), as adopted Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of CFO as required by Rule 13a-14(a), as adopted Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of CEO Pursuant to 18 U.S.C Section 1350, as adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification of CFO Pursuant to 18 U.S.C Section 1350, as adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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.
ZAPATA CORPORATION
(Registrant)
By: /s/ LEONARD DISALVO
-----------------------------------
(Leonard DiSalvo Vice President)
April 21, 2004