UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM 10-K/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 JUNE 30, 2003 OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
COMPUTERIZED THERMAL IMAGING INC.
---------------------------------
(Name of registrant as specified in its charter)
NEVADA 001-16253 87-0458721
------ --------- ----------
(State or other jurisdiction of (Commission File No.) (IRS Employer
incorporation) Identification No.)
1719 West 2800 South, Ogden, Utah 84401
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (801) 776-4700
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Title of Class Name of Each Exchange on which Registered
-------------- -----------------------------------------
Common Stock AMEX
Indicate by check mark whether the Issuer (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the past 12 months (or for such shorter period that the Issuer 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 there is no disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K contained herein, and no disclosure will
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. [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 Common Stock held by non-affiliates of
the registrant at December 31, 2002 was approximately $13,446,270. Shares of
Common Stock held by each officer and director and by each person who owns 5% or
more of the outstanding Common Stock have been excluded from this computation in
that such persons may be deemed to be affiliates. As of October 27, 2003, there
were 113,379,031 shares of Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
INTRODUCTION
Computerized Thermal Imaging Inc. ("we", "us", "CIT" or the "Company") is filing
this Amendment No. 1 on Form 10-K/A (this "Amendment") to its Annual Report on
Form 10-K for the year ended June 30, 2003 for the purpose of including the
following items from Part III of Form 10-K, which were not included in its
previous Form 10-K filing:
o Item 10. Directors and Executive Officers of Registrant.
o Item 11. Executive Compensation,
o Item 12. Security Ownership of Certain Beneficial Owners and Management,
o Item 13. Certain Relationships and Related Transactions, and
o Item 14. Principal Accountant Fees and Services.
All subsequent references to "Form 10-K" shall refer to the Company's Annual
Report on Form 10-K for the year ended June 30, 2003, as filed on September 29,
2003 and as amended by this Amendment. Notwithstanding the foregoing, references
to "annual report" in Exhibits 31.1 and 31.2 refer only to this Amendment.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
OUR DIRECTORS
Each of our directors serves until the next annual meeting of shareholders and
until his successor is duly elected and qualified. Certain information regarding
our directors, and persons serving as a director on June 30, 2003, is set forth
below:
Name Age Position Director
---- --- -------- --------
Richard V. Secord 71 Chairman of the Board, Chief 1996
Executive Officer
Brent M. Pratley, M.D. 67 Director 1995
Milton R. Geilmann 70 Director 1998
Harry C. Aderholt 82 Director 1998
John M. Brenna 57 Former President, Chief Operating 2001
Officer, Director (1)
Robert L. Simmons, M.D. 71 Former Director (2) 2001
-------------
(1) Mr. Brenna resigned from all positions with the Company for personal reasons
on October 11, 2003.
(2) Dr. Simmons resigned as director of the Company on July 9, 2003 due to his
responsibilities in the Ascension Health System and Providence Hospital.
RICHARD V. SECORD (Major General, United States Air Force, retired) has served
as our Chairman and Chief Executive Officer since September 22, 2000. General
Secord served as our Vice Chairman from July 1997 through September 2000, as our
Secretary from July 1997 to June 2000, as our President from February 1996 to
April 1997 and as our Chief Operating Officer from June 1995 to December 1999.
General Secord served in numerous positions while performing military service
from July 1951 until June 1984. General Secord received a Bachelor of Science
degree from the United States Military Academy. General Secord is also a
graduate of the United States Air Force Command and Staff College and the United
States Naval War College. General Secord holds a Masters degree in International
Affairs from George Washington University.
BRENT M. PRATLEY, M.D. has been a director since June 1995 and is a member of
our Audit Committee. Dr. Pratley served as our Secretary from June 1994 to
September 1997. Dr. Pratley is currently licensed to practice medicine in Utah
and California. Since 1978, Dr. Pratley has been in private practice in General
Orthopedics and Sports Medicine at Utah Valley Regional Medical Center located
in Provo, Utah, as well as in Los Angeles, California. Dr. Pratley holds a
Doctor of Medicine degree in Orthopedic Surgery from the College of Medicine at
University of California, Irvine and a Bachelors of Science degree from Brigham
Young University.
MILTON R. GEILMANN has been a director since January 1998 and serves as a member
of our Audit Committee. From 1965 until his retirement in 1992, Mr. Geilmann
worked at E. R. Squibb & Sons where he held many positions, including Nuclear
Consultant for Diagnostic Medicine. Mr. Geilmann holds an Associates degree in
dental science from State University of New York.
HARRY C. ADERHOLT (Brigadier General, United States Air Force, retired) has been
a director since January 1998 and serves as Chairman of our Audit Committee.
From 1942 until his retirement in 1976, General Aderholt served in the U.S. Air
Force. Since his retirement from military service, General Aderholt has engaged
in various private business ventures, including serving as Vice President of Air
Siam in Bangkok, Thailand. General Aderholt owns and operates Far East Designs,
a furniture importer and retailer in Florida, and is President of the McCroskie
Threshold Foundation, a humanitarian organization that donates medical supplies,
food and clothing to needy people in the U.S. and around the world.
ROBERT L. SIMMONS, M.D. F.A.C.S., F.A.C.C., F.C.C.P., was a director from June
2001 through July 2003, at which time he resigned. Since 1987, Dr. Simmons has
practiced medicine at Providence Hospital in Washington, D.C., where he also is
Vice President of Medical Affairs. Dr. Simmons has served in many positions in
the field of medicine including Chief of Cardiovascular/Thoracic Surgery,
Providence Hospital (1984 - 1987); Chief of Clinical Services, Providence
Hospital (1983 - 1987) and Professor of Surgery and Chief - Division of Thoracic
Surgery, Howard University (1977 - 1983). Dr. Simmons holds a Bachelor of
Science degree in Chemistry (with a minor in Mathematics and Biology) from
Morehouse College and a Doctor of Medicine from Howard University. Dr. Simmons
also is a Candidate for Doctor of Philosophy in Surgery from University of
Minnesota Graduate School.
JOHN M. BRENNA was a director, our President, our Chief Operating Officer and a
member of our Executive Committee from March 2001 until October 11, 2003, at
which time he resigned from all positions for personal reasons. From October
2000 until March 2001, Mr. Brenna served as our Executive Vice President. From
1986 until 1996, Mr. Brenna was employed by Phillips Medical Systems marketing
cardiovascular and general X-ray systems for Phillips' North America operations.
From 1996 until 1999, Mr. Brenna was Executive Vice President of Marketing for
Trex Medical, a Thermo-Electron company. During that time period, Mr. Brenna
also was President and Chief Operating Officer of the LORAD division of Trex
Medical, which specializes in advanced breast imaging and stereotactic biopsy
systems. Following Mr. Brenna's employment with Trex Medical and up to the time
that he joined us, Mr. Brenna was an independent consultant. Mr. Brenna holds a
Bachelor of Science degree from University of New Haven.
No family relationship exists among any of the directors and any other directors
or officers of the Company.
EXECUTIVE OFFICERS AND KEY EMPLOYEES
In addition to Messrs. Secord and Brenna whose biographies are set forth above,
certain biographical information is furnished below with respect to the
following executive officer of the Company and an executive officer of the
Company as of June 30, 2003:
NAME AGE POSITION OFFICER SINCE
----------------------- ------- ----------------------------------- ------------------------
Bernard J. Brady 46 Former Chief Financial Officer, June 2001
Secretary and Treasurer (Employment terminated
June 2003)
BJ Mendenhall 44 Chief Financial Officer October 2003
BERNARD J. BRADY, age 46, was Chief Financial Officer, Secretary, and Treasurer
from June 2001 until his employment contract expired on June 2003. From January
1995 to June 1999 and from April 2000 to March 2001, Mr. Brady served as vice
president, chief financial officer, treasurer, and in various other positions
for Laser Power orporation and its predecessor company Exotic Materials, Inc., a
manufacturer of infrared and laser optics for military and commercial
applications. From July 1999 to April 2000, Mr. Brady was the chief financial
officer for DecisionPoint Applications, Inc., a provider of packaged data
warehousing applications. From February 1997 until June 1998, Mr. Brady served
as controller at Atlas Telecom, where he was recruited to assist in an attempt
to solve the company's acute financial problems. Despite Mr. Brady's efforts, in
June 1998, Atlas filed for reorganization under the bankruptcy code. From 1989
through 1994, Mr. Brady served as controller at MLX Corp., a nationwide
wholesale distributor. Mr. Brady holds Bachelors and MBA degrees from the
University of Utah.
BJ Mendenhall, age 44, our Chief Financial Officer, was appointed on October 17,
2003. Mr. Mendenhall served as a consultant to the Company for the two months
prior to his appointment. From October 2002 to August 2003, Mr. Mendenhall
worked as a private business consultant and CPA. From August 2000 to October
2002, Mr. Mendenhall served as the Chief Financial Officer of Daw Technologies
Inc,. a manufacturer and constructor of cleanrooms for the semiconductor and
medical devise industry. From February 1999 to July 2000 Mr. Mendenhall served
as chief financial officer for Venturi Technologies Inc. a rollup company in the
carpet cleaning industry. Prior to February 1999, Mr. Mendenhall was vice
president controller among other positions for 15 years at GlobeCast, Keystone
Communications and Bonneville Satellite corp. a major satellite communication
company merging with companies such as World Communications, IDB satellite
division and France Telecom. Mr. Mendenhall is a CPA and holds Bachelors degree
from the Brigham Young University.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our
executive officers and directors, as well as persons who beneficially own more
than ten percent of our Common Stock, to file initial reports of ownership and
reports of changes in ownership with the Securities and Exchange Commission (the
"SEC"). Reporting persons are required by SEC regulations to furnish us with
copies of all Section 16(a) forms they file. Based solely on a review of the
copies of such forms furnished to us and written representations from the
Company's executive officers and directors, the Company believes that for the
fiscal year ended June 30, 2003 all persons subject to the reporting
requirements of Section 16(a) filed the required reports on a timely basis.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning total compensation earned
during each of last three fiscal years by our Chief Executive Officer and by
each person who was an executive officer as of June 30, 2003 and who received
$100,000 or more in compensation during the fiscal year ended June 30, 2003 for
services rendered to the Company (the "Named Executive Officers").
LONG-TERM COMPENSATION
--------------------------------
ANNUAL COMPENSATION AWARDS PAYOUT
------------------------------------------ --------------------- ------
OTHER RESTRICTED ALL
ANNUAL STOCK SECURITIES LTIP OTHER
FISCAL SALARY BONUS COMPENSATION AWARD($) UNDERLYING PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($)(4) ($) OPTION (#) ($) ($)
---------------------------------- ------ -------- ------ ------------ ---------- ---------- ------- ------------
Richard V. Secord 2003 201,000 -- 35,309 -- -- -- --
Chairman, Chief Executive Officer (1) 2002 210,000 -- 32,400 -- -- -- --
2001 210,000 -- 13,400 -- 750,000 -- 975,894
John M. Brenna (2) 2003 210,000 -- 20,347 -- -- -- --
Former President, Chief Operating 2002 210,000 168,000 6,000 -- 15,000 -- --
Officer, Director 2001 143,014 20,000 4,500 -- 500,000 -- 150,000
Bernard J. Brady (3) 2003 175,000 -- 20,093 -- -- -- --
Former Chief Financial Officer, 2002 140,000 84,000 -- -- 110,000 -- --
Secretary & Treasurer 2001 13,417 -- -- -- 50,000 -- --
---------------------
(1) Under his employment agreement with the Company, which expired in September
2003 but is being extended on a month to month basis, General Secord, our
chairman and Chief Executive Officer, is entitled to receive a base salary of
$210,000 per year. During June 2003, Mr. Secord voluntarily began to accept a
reduced salary of $105,000 per year until such time as he determines to demand
the full $210,000 per year salary authorized by the Board.
(2) Mr. Brenna informed the board that he would not be renewing his employment
contract for personal reasons and resigned as our President, Chief Operating
Officer and director of the Company as of October 11, 2003. The positions of
President and Chief Operating Officer have not been filled as of the release of
this filing.
(3) Mr. Brady informed the board that he would not be renewing his employment
contract for personal reasons and resigned as our Chief Financial Officer,
Secretary & Treasurer as of June 15, 2003. A new Chief Financial Officer, BJ
Mendenhall, was appointed on October 17, 2003.
(4) Other Annual Compensation includes car allowance and a one time distribution
of vacation accrued prior to the a change in our vacation policy. The new policy
is a "use it or loose it" policy where no vacation time is be carried forward
from year to year. For our Chief Executive Officer, Other Annual Compensation
for 2002 and 2003 also includes the premiums of $24,000 per year on a $500,000
personal life insurance policy.
OPTION GRANTS IN LAST FISCAL YEAR
No options were granted to any Named Executive Officer during the fiscal year
ended June 30, 2003.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR END OPTION VALUES
The following table sets forth, as of June 30, 2003, the aggregate value of
unexercised options to acquire shares of Common Stock held by the Named
Executive Officers on June 30, 2003, and the value realized upon the exercise of
options during the fiscal year ended June 30, 2003.
Value of Unexercised
Number of Unexercised In-the-Money Options at
Shares Options at FY End 2003(1) FY End 2003($)(2)
Acquired on Value ---------------------------- -----------------------------
Name Exercise Realized($) Exercisable Unexercisable Exercisable Unexercisable
---- -------- ----------- ----------- ------------- ----------- -------------
Richard V. Secord Nil Nil 2,750,000 Nil Nil Nil
John M. Brenna Nil Nil 500,000* Nil Nil Nil
Bernard J. Brady Nil Nil 150,000* Nil Nil Nil
---------------------
* Subsequent to June 30, 2003, such options lapsed as a result of the
termination of such person's employment with the Company.
(1) Includes shares of Common Stock subject to options exercisable within 60
days of June 30, 2003.
(2) Calculated based on the difference between the exercise price and the market
price per share of Common Stock on June 30, 2003 as reported by the American
Stock Exchange, which was $0.44. The exercise price of all options held by the
Named Executive Officers is greater than $0.44.
COMPENSATION OF DIRECTORS
Non-employee directors of the Company have historically received compensation of
$5,000 per quarter for their responsibilities and efforts as Directors. In
January 2003, all director compensation was suspended in order to preserve cash.
Non-employee Directors received $10,000 as compensation in fiscal 2003.
Directors of the Company that are employees receive no additional compensation
for their service on the Board.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
Employment Agreements
---------------------
RICHARD V. SECORD, our Chairman and Chief Executive Officer, entered into an
employment agreement with the Company effective September 18, 2000. The
employment agreement expired by its terms on September 18, 2003 but is being
orally extended on a month-to-month basis. Pursuant to the employment agreement,
General Secord is entitled to receive compensation of $210,000 per year, other
benefits, including a $500,000 life insurance policy, with an annual value of
approximately $35,000 per year and a one-time grant of stock options entitling
him to purchase 750,000 shares of Common Stock at an exercise price of $1.50 per
share. (During June 2003, General Secord voluntarily began to accept a reduced
salary of $105,000 per year until such time as he determines to demand the full
$210,000 per year salary authorized by the Board). If General Secord is
terminated without cause, he is entitled to a severance package consisting of 18
months paid medical and dental insurance and two years' salary. The agreement
also creates a non-competition restriction that extends for two years after
General Secord leaves employment with the Company, provides the Company the
right to take advantage of any business opportunities developed during the term
of the agreement, and creates the duty not to reveal any confidential
information about the business of the Company.
Executive Severance Agreements
------------------------------
The Board of Directors has approved an Executive Severance Agreement that
provides certain "Severance Benefits" as defined in the Agreement for our
executive officers (each an "Executive") in the event the employment of the
Executive is terminated subsequent to a "Change in Control" of the Company under
the circumstances described in the Agreement. The Executive Severance Agreement,
once executed, continues from year-to-year until terminated at the end of any
year by written notice from the Company, unless a Change in Control of the
Company has occurred prior to that date, in which event it shall continue in
effect during the 2-year period immediately following such Change in Control.
Pursuant to the Agreement, a Change in Control of the Company is deemed to have
occurred if (a) any organization, group or person (as defined in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended) is, or becomes,
the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing 35 percent or more of
the combined voting power of the then outstanding securities of the Company; (b)
during any two-year period, a majority of the members of the Board serving at
the effective date of the Agreement is replaced by directors who are not
nominated and approved by the Board; (c) a majority of the members of the Board
is represented by, appointed by, or affiliated with any person whom the Board
has determined is seeking to effect a Change in Control of the Company, or (d)
the Company is combined with or acquired by another company and the Board
determines, either before such event or thereafter, by resolution, that a Change
in Control will or has occurred.
If a Change in Control has occurred, the Executive is entitled to Severance
Benefits upon the subsequent involuntary termination, whether actual or
constructive, of the employment of the Executive within the two-year period
immediately following such Change in Control, for any reason other than
termination for cause, disability, death, normal retirement or early retirement.
Pursuant to the Executive Severance Agreement, "Constructive Involuntary
Termination" means voluntary termination of employment by Executive as a result
of a significant change in the duties, responsibilities, reporting relationship,
job description, compensation, perquisites, office or location of employment of
Executive without the written consent of the Executive.
If, following a Change of Control, the Executive's employment by the Company is
terminated other than for cause, disability, death, normal retirement, or early
retirement, the Executive shall, subject to the provisions of the Agreement, be
entitled to:
o compensation at his or her full annual base salary at the rate
in effect immediately prior to the termination of the
employment of the Executive, and short-term and long-term
bonuses at the target levels pursuant to the Company's annual
incentive plan, if any, for the period of two years following
actual involuntary termination or Constructive Involuntary
Termination (the "Salary Continuance Period");
o all medical and dental benefits and all long-term disability
benefits in which the Executive was entitled to participate
immediately prior to the date of termination, to the same
extent as if the Executive had continued to be an employee of
the Company during the Salary Continuance Period, provided
that such continued participation is feasible under the
general terms and provisions of such plans and programs;
o an immediate vesting of all outstanding stock options, stock
appreciation rights, restricted stock, performance plan awards
and performance shares granted by the Company to the
Executive;
o continued credit for years of service under the benefit plan
of the Company from the date of termination through the Salary
Continuance Period, and any compensation paid to the Executive
above shall be treated as salary compensation for purposes of
such plan; and
o an amount necessary to reimburse the Executive for all legal
fees and expenses incurred by the Executive as a result of the
Change in Control of the Company and such termination of
employment, including fees and expenses incurred in
successfully contesting or disputing any such termination or
in seeking to obtain or enforce any right or benefit provided
by the Agreement.
If the severance benefits provided for under the Agreement, either alone or
together with other payments which the Executive would have the right to receive
from the Company, would constitute a "parachute payment" as defined in Section
280G(a) of the Internal Revenue Code in effect at the time of payment, such
payment shall, in good faith, be reduced to the largest amount as will result in
no portion being subject to the excise tax imposed by Section 4999 of the Code
or the disallowance of a deduction by Company pursuant to Section 280G of the
Code.
Executive Severance Agreements were executed by each of the Named Executive
Officers but have lapsed with respect to Messrs. Brady and Brenna. Accordingly,
only General Secord is currently a beneficiary of an Executive Severance
Agreement.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's executive compensation program is administered by its Board of
Directors, as the Company does not have an independent compensation committee.
The Board currently consists of Richard V. Secord, Brent M. Pratley, M.D. Milton
Geilmann, and Harry C. Aderholt. General Secord is the Chief Executive Officer
of the Company. None of the other directors is an officer or employee of the
Company. Although certain members of the Board are executive officers, none
participates in the determination of his own salary or bonus.
REPORT OF THE COMPENSATION COMMITTEE
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE
COMPANY'S PREVIOUS FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR THE EXCHANGE ACT THAT INCORPORATE BY REFERENCE, IN WHOLE
OR IN PART, SUBSEQUENT FILINGS, INCLUDING, WITHOUT LIMITATION, THIS FORM 10-K,
THE FOLLOWING REPORT OF THE COMPENSATION COMMITTEE AND THE PERFORMANCE GRAPH AND
OTHER INFORMATION SET FORTH UNDER THE HEADING "PERFORMANCE GRAPH" SHALL NOT BE
DEEMED TO BE INCORPORATED BY REFERENCE INTO ANY SUCH FILINGS.
The Company's executive compensation program is administered by the
entirety of the Board of Directors acting as its compensation committee. Acting
as the compensation committee, the Board is responsible for establishing the
policies governing the Company's compensation program and the amount of
compensation for each of the Company's executive officers. The Board has
oversight responsibility for all executive compensation and executive benefit
programs of the Company.
The rules of the SEC addressing disclosure of executive compensation
require the Board to include in this Form 10-K a report from the Board
addressing, with respect to the most recently completed fiscal year, (a) the
Company's policies regarding executive compensation generally, (b) the factors
and criteria considered in setting the compensation of the Company's Chief
Executive Officer, Richard V. Secord, and (c) any relationship between such
compensation and the Company's performance.
Compensation Objective and Policies
-----------------------------------
In determining the amount and composition of compensation for the Company's
executive officers, the Board is guided by several factors. Because the Company
has a small number of employees, compensation practices are flexible in response
to the needs and talents of the individual officer, entrepreneurial, and geared
toward rewarding contributions that enhance shareholder value. Because the
Company does not have substantial revenues from operations and needs capital for
research and development, the Company keeps salaries and bonuses at levels that
the Company believes are lower than many of the Company's competitors and uses
stock options extensively in the compensation of employees (including executive
officers). The extensive use of stock options is also designed to align the
interest of the executive officers and other employees with the long-term
interests of the Company and to attract and retain talented employees who can
enhance the Company's value.
Compensation Components
-----------------------
ANNUAL BASE SALARY. The Company's compensation of its executive
officers consists of three components: base salary, bonuses, and long-term
incentive awards in the form of stock options. The Board establishes base
salaries based primarily on its subjective judgment, taking into consideration
both qualitative and quantitative factors. Among the factors considered by the
board are: (i) the qualifications and performance of each executive officer;
(ii) the performance of the Company as measured by such factors as progress in
product development and increased shareholder value; (iii) salaries provided by
other companies inside and outside the industry that are of a comparable size
and at a similar development stage, to the extent known; and (iv) the capital
position and needs of the Company. The Board does not assign any specific
weights to these factors in determining salaries. It does, however, try to keep
base salaries as low as possible, consistent with the needs and status of the
executive officers, in order to preserve capital for future growth and
development. With respect to the 2003 fiscal year, a minimum salary for each
executive officer of the Company was set forth in a written employment agreement
that had been signed prior to fiscal 2003. Because of a downward trend in the
market price of the Common Stock and its desire to preserve working capital, the
Board elected not to increase the base salary of any executive officer above the
mandated minimum during 2003.
INCENTIVE BONUSES. Although the Company did not pay any bonuses during
its 2003 fiscal year, the Company may pay bonuses to its executive officers or
key employees in the future as a reward for significant and specific
achievements that have a significant impact on shareholder value. Because the
Company does not have a history of earnings per share, net income, or other
conventional data to use as a benchmark for determining the amount or existence
of bonus awards, the Board expects to make determinations based on its
subjective evaluation of each individual's contribution to the Company. In some
cases, however, bonuses payable to individuals may be tied to specific criteria
identified at the time of engagement. In the 2003 fiscal year, the Board did not
award any discretionary bonuses. The Board's action was based on its conclusion
that, despite the adequate personal performance of the executive officers, no
cash incentive bonuses should be awarded in the 2003 fiscal year due to the lack
of substantial revenue during that year and a need to conserve working capital.
STOCK OPTIONS. The Company relies extensively on stock options to
compensate executive officers and other key employees. Its stock option plan is
designed to give each option holder an interest in preserving and maximizing
shareholder value in the longer term, to reward option holders for past
performance and to give option holders the incentive to remain with the Company
long term. Individual grants are determined on the basis of the Board's
assessment of an individual's current and expected future performance, level of
responsibilities, and the importance of his or her position with, and
contribution to, the Company. Because of a downward trend in the market price of
the Common Stock and its desire to preserve working capital, the Board elected
not to grant any stock options to executive officers during the 2003 fiscal
year.
CHIEF EXECUTIVE COMPENSATION FOR 2003
-------------------------------------
As of September 2000, based on the Board's subjective impression of the salaries
of presidents or chief executive officers of similarly situated development
stage companies (both in and outside the industry), the value of the Common
Stock, the Company's progress in obtaining FDA approval, finding a market niche
and exploiting its assets, and the Board's subjective assessment of the
contribution of General Secord, the Board determined to execute an employment
agreement with General Secord pursuant to which he was entitled, through
September 18, 2003, to receive a base salary of $210,000 per year, other
benefits, including a $500,000 life insurance policy, with an annual value of
approximately $35,000 per year and a one-time grant of options entitling him to
purchase 750,000 shares of common stock at an exercise price of $1.50 per share,
in addition to severance pay lasting up to two years if his employment is
terminated without cause. Because of a downward trend in the market price of the
Common Stock and its desire to preserve working capital, the Board elected not
to give any discretionary bonuses, stock option grants or other benefits during
fiscal 2003. During June 2003, General Secord voluntarily began to accept a
reduced salary of $105,000 per year until such time as he determines to demand
the full $210,000 per year salary authorized by the Board.
The foregoing is submitted by the Board of Directors:
Richard V. Secord
Brent M. Pratley, M.D.
Milton Geilmann
Harry C. Aderholt
PERFORMANCE GRAPH
The following chart compares the total cumulative shareholder return for U.S.
$100 invested in our Common Stock ("CIO") with the total return of all shares
traded on the NASDAQ National Market and NASDAQ SmallCap Market (the "NASDAQ")
and the total return of shares of a peer group selected in good faith consisting
of Fischer Imaging Corporation (Symbol: FIMG), Hologic Inc. (Symbol: HOLX),
Elscint Ltd (Symbol: ELT), Aptlera Corp.-Applied Biosystems (Symbol: ABI),
Bio-logic Systems Corp. (Symbol: BLSC), FLIR Systems (Symbol: FLIR), and Thermal
Electronics (Symbol: TMO) ("Peer Group").
[GRAPH OF COMPARISION OF FIVE YEAR COMULATIVE TOTAL RETURN HERE]
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table contains information regarding the Company's equity
compensation plans as of June 30, 2003.
EQUITY COMPENSATION PLAN INFORMATION
Number of securities
remaining available for
Number of securities future issuance under
to be issued upon Weighted-average equity compensation plans
exercise of exercise price of (excluding securities
outstanding options, outstanding options, reflected in the first
warrants and rights warrants and rights column)
-------------------- -------------------- -------------------------
Equity compensation plans approved 4,662,719 $ 1.53 5,337,281
by security holders (1)
Equity compensation plans not
approved by security holders -- $ -- --
-------------------- -------------------- -------------------------
Total 4,662,719 $ 1.53 5,337,281
==================== ==================== =========================
-------------
(1) Represent options granted, or that may be granted, under the Company's 1997
Stock Option and Restricted Stock Plan (the "Option Plan").
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth information, as of October 27, 2003, as to each
person who beneficially owns of record more than 5% of our outstanding Common
Stock, and information as to the ownership of our Common Stock by each person
serving as a director or named executive officer of the Company and by all of
our directors, director nominees and executive officers as a group. Except as
otherwise indicated in the footnotes to this table, all shares will be owned
directly, and the persons named in the table will have sole voting and
investment power with respect to shares shown as beneficially being owned by
them.
Beneficial Ownership
As of October 27, 2003
-------------------------
Number of Percentage
Name and Address of Beneficial Owner Shares(1) of Class(2)
------------------------------------------------------- --------- -----------
DIRECTORS AND OFFICERS
Richard V. Secord 3,165,286(3) 2.7%
Chairman of the Board and Chief Executive Officer
Brent M. Pratley 30,600(4) *
Director
Milton R. Geilmann 25,000(5) *
Director
Harry C. Aderholt 172,500(6) *
Director
BJ Mendenhall Nil *
Chief Financial Officer
5% SHAREHOLDERS OTHER THAN OFFICERS AND DIRECTORS
Thermal Imaging Inc. 9,229,855 8.9%
141 North State Street, Suite 150
Lake Oswego, Oregon 97034
All executive officers and directors as a group (5 persons) 3,393,386 2.9%
------------------
* Represents less than 1% of the outstanding shares of Common Stock.
(1) Beneficial ownership for each person holding options, warrants or other
rights exercisable within 60 days of October 27, 2003 has been calculated as
though shares of Common Stock subject to such options were outstanding, but such
shares have not been deemed outstanding for the purpose of calculating the
percentage of the class owned by any other person.
(2) The percentage indicated represents the number of shares of Common Stock,
warrants and options exercisable within 60 days held by the indicated person
divided by the sum of (a) the number of shares subject to options and warrants
exercisable by such shareholder within 60 days and (b) 113,370,031, which is the
number of shares of Common Stock issued and outstanding as of October 27, 2003.
(3) Includes 2,750,000 options granted under the Option Plan.
(4) Includes 10,000 options granted under the Option Plan.
(5) Includes 10,000 options granted under the Option Plan.
(6) Includes 10,000 options granted under the Option Plan.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Both the Securities and Exchange Commission and the U.S. Attorney's Office for
the Southern District of New York ("Attorney's Office") are conducting
investigations involving possible violations of proscriptions on insider trading
by our Chairman and Chief Executive Officer. While the Company is not a target
of the investigations, the Company is incurring substantial legal expenses in
responding to requests for information and documents from the SEC and Attorney's
Office, preparing for and attending depositions by the Company's officers,
conducting investigations of our own affairs, and advancing legal fees on behalf
of officers who are or may be entitled to indemnification in connection with the
se investigations. To date, in compliance with these requests, we have incurred
expenses of approximately $650,000 in connection with such investigations.
This disclosure set forth in "Item 11. Executive Compensation -- Employment
Contracts, Termination of Employment and Change-in-Control Arrangements" is
incorporated herein by this reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
INDEPENDENT AUDITORS
The Company's independent auditor for the fiscal year ended June 30, 2003 was HJ
& Associates. The Company's independent auditor for the fiscal year ended June
30, 2002 was Deloitte & Touche LLP.
AUDIT FEES
The aggregate fees for professional services rendered by HJ & Associates in
connection with its audit of the Company's consolidated financial statements and
reviews of the consolidated financial statements included in the Company's
Quarterly Reports on Form 10-Q were $45,513 for the fiscal year ended June 30,
2003. HJ & Associates did not render any audit services or review any Quarterly
Reports on Form 10-Q for the Company during the fiscal year ended June 30, 2002.
The aggregate fees for professional services rendered by Deloitte & Touche, LLP
in connection with its audit of the Company's consolidated financial statements
and reviews of the consolidated financial statements included in the Company's
Quarterly Reports on Form 10-Q were $32,525 for the fiscal year ended June 30,
2003 and $75,303 for the fiscal year ended June 30, 2002.
AUDIT RELATED FEES
In addition to fees disclosed under "Audit Fees" above, HJ & Associates did not
provide to the Company any audit-related services during the fiscal years ended
June 30, 2003 or June 30, 2002.
In addition to fees disclosed under "Audit Fees" above, the aggregate fees for
professional services rendered by Deloitte & Touche, LLP for assurance and
related services that are reasonably related to the performance of audit and
review services were $11,944 for the fiscal year ended June 30, 2003 and $34,079
for the fiscal year ended June 30, 2002. Such services included review of
registration statements filed by the Company and services necessary to bring the
Company in compliance with the Sarbanes-Oxley Act of 2002.
TAX FEES
HJ & Associates did not provide to the Company any tax related professional
services during the fiscal years ended June 30, 2003 or June 30, 2002. Deloitte
& Touche, LLP did not provide to the Company any tax related professional
services during the fiscal years ended June 30, 2003 or June 30, 2002.
ALL OTHER FEES
HJ & Associates did not provide to the Company any other services during the
fiscal years ended June 30, 2003 and June 30, 2002. Deloitte & Touche, LLP did
not provide to the Company any other services during the fiscal years ended June
30, 2003 and June 30, 2002.
AUDIT COMMITTEE PRE-APPROVAL POLICIES
The Board of Directors of the Company has not established pre-approval policies
and procedures with respect to engagement of accountants to render audit or
non-audit services without prior approval of the Board. All engagements of
accountants to render audit or not audit services require approval of the Board.
No non-audit services were provided by outside accountants during the most
recent fiscal year, and, accordingly, none were approved in accordance with
Section 2-01(c)(7)(i)(C) of Regulation S-X.
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has caused this Amendment No. 1 on Form 10-K/A to be signed on
its behalf by the undersigned, thereunto duly authorized, on October 28, 2003.
COMPUTERIZED THERMAL IMAGING, INC.
By: /s/ RICHARD V. SECORD
------------------------------------
Richard V. Secord
CHAIRMAN AND CHIEF EXECUTIVE OFFICER