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The following is an excerpt from a 10-K SEC Filing, filed by ATEC GROUP INC on 9/30/2002.
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INTERPHARM HOLDINGS INC - 10-K - 20020930 - PART_III
PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

MANAGEMENT

Directors and Officers

The following table sets forth the names and ages of all current directors and officers and the position held by them:

Name                      Age         Position
----                      ---         --------

Surinder Rametra          62          Chairman of the Board

Balwinder Singh Bathla    46          Chief Executive Officer and
                                      Director

Ashok Rametra             50          President, Secretary,
                                      Treasurer and Director

James J. Charles          59          Chief Financial Officer and
                                      Director

Praveen Bhutani           55          Director

David C. Reback           60          Director

Stewart Benjamin          38          Director

Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and have qualified. Officers are appointed to serve until the meeting of the Board of Directors following the next annual meeting of stockholders and until their successors have been elected and qualified.

Surinder Rametra was appointed the Chief Executive Officer and Chairman of the Board in June 1994. He resigned as Chief Executive Officer in January 2002. Prior to June 1994 Mr. Rametra was president of one of our subsidiaries. Mr. Rametra received a Bachelor's degree in Mechanical Engineering from the Punjab Engineering College, India and a Master's degree in Industrial Engineering from the Indian Institute of Technology in 1965 and 1969 respectively. In 1976, Mr. Rametra received a Masters of Business Administration Degree in Finance from New York University.

Balwinder Singh Bathla was appointed as the Chief Executive Officer and Director of the Company in January 2002. Prior to 2002 he was the Chief Executive Officer of Advance Computer Management Group, Inc., a computer sales company. Prior to 1998, he was the

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President and a Director of the Company.

Ashok Rametra was appointed President in January 1999. He has been the Company's Secretary, Treasurer and a Director since June 1994. From June 1994 to March 1995, Mr. Rametra also served as our President. Prior to 1994, Mr. Rametra was the president of one of the Company's subsidiaries. Mr. Rametra received a Bachelor of Science Degree from St. Johns University in Accounting in 1980. Mr. Rametra is the brother of Surinder Rametra.

James J. Charles was appointed Chief Financial Officer in January 1999. Prior to his appointment, he was a financial consultant to several public companies (1994-1998), Chief Financial Officer of Caribbean Printing Industries, Inc., a printing company (1990-1994) and a partner in the firm of Ernst & Young (1966-1990). He was appointed a Director in September 2000.

Praveen Bhutani was appointed a Director in May 2001. Mr. Bhutani was the founder of Ultra Spec Cables, Inc., a cable manufacturing company and The Options Group, Inc., a placement company. He serves both companies as the Chief Executive Officer since 1992. Prior to 1992 he held various executive positions. Mr. Bhutani has Bachelor and Master degrees in finance from the Delhi College, Delhi, India.

Stewart Benjamin was appointed a Director in May 2001. Mr. Benjamin is a certified public accountant in the State of New York. From January 1996 to the present, Mr. Benjamin has been self-employed as a sole practitioner under the name of Stewart H. Benjamin, CPA, P.C. From 1985 through December 1995, Mr. Benjamin was employed as a staff accountant in both private industry and local public accounting firms. Mr. Benjamin received a Bachelor of Business Administration degree from Pace University in 1985.

David C. Reback was appointed a Director in November 1997. Since 1969, Mr. Reback has been a partner with Reback & Potash, LLP, a law firm specializing in litigation, appellate matters and real estate. Mr. Reback received a BA from Syracuse University, and in 1965 he received a Juris Doctor's degree from Syracuse University College of Law.

To our knowledge, based solely on a review of such materials as are required by the Securities and Exchange Commission, none of our officers, directors or beneficial holders of more than ten percent of our issued and outstanding shares of Common Stock has failed to timely file with the Securities and Exchange Commission any form or report required to be so filed pursuant to
Section 16(a) of the Securities Exchange Act of 1934 during the fiscal year ended June 30, 2002.

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ITEM 11. EXECUTIVE COMPENSATION

The Summary Compensation Table for the years ended June 30, 2002, 2001 and 2000 is provided herein. This table provides compensation information on behalf of the Chief Executive Officer and other officers who earned in excess of $100,000. There are no Option/SAR Grants, Aggregated Option/SAR Exercises or Fiscal Year-End Option/SAR Value Table for the years ended June 30, 2002, 2001 and/or 2000. There are no long-term incentive plan ("LTIP") awards, or stock option or stock appreciation rights except as discussed below.

SUMMARY COMPENSATION TABLE

For the Years Ended June 30, 2002, 2001 and 2000
Annual Compensation Awards Payouts

                                Year                            Compen-     Options/  LTIP
Name               Position     Ended     Salary($)   Bonus($)  sation($)   SARs      Payouts
----               --------     -----     ---------   --------  ---------   ------    -------
Surinder Rametra   Chairman*    6/30/02   $159,615               14,367(1)
                                6/30/01   $108,915                8,464(2)   NONE      NONE
                                6/30/00   $200,000               12,731(4)   NONE      NONE

Ashok Rametra      President    6/30/02   $181,731               10,772(5)
                                6/30/01   $215,077    $50,000    10,766(3)   NONE      NONE
                                6/30/00   $200,000    $25,000    12,779(6)   NONE      NONE

Balwinder Singh    CEO*         6/30/02   $ 64,038                3,900(7)
Bathla

* Surinder Rametra was the Company's Chief Executive Officer during the fiscal years ended June 30, 2000 and 2001 and part of 2002. Mr. Bathla became Chief Executive Officer in January 2002.

(1) Major Medical $6,567, Leased Auto $7,800
(2) Major Medical $3,531, Leased Auto $4,933
(3) Major Medical $3,058, Leased Auto $7,708
(4) Major Medical $3,941, Leased Auto $8,790
(5) Major Medical $3,064, Leased Auto $7,708
(6) Major Medical $5,611, Leased Auto $7,168
(7) Leased auto $3,900

Year End Option Table. The following table sets forth certain information regarding the stock options held as of June 30, 2002, by the individuals named in the above Summary Compensation Table.

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                                   AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                                           AND FISCAL YEAR-END OPTION VALUE

                                                            Securities Underlying           Value of Unexercised
                                                            Unexercised Options at          In-the-Money-Options
                                                              Fiscal Year End (#)           at Fiscal Year End (4)
                        Shares Acquired   Value          ----------------------------    ----------------------------
Name                    on exercise (#)   Realized($)    Exercisable    Unexercisable    Exercisable    Unexercisable
----                    ---------------   ----------     -----------    -------------    -----------    -------------
Surinder Rametra(1)            0              0            2,297,000        750,000            0            $   0
Ashok Rametra(2)               0              0            1,345,000        750,000            0                0
Balwinder Singh Bathla(3)      0              0              100,000             --            0                0

(1) Represents options to acquire: (i) 7,000 shares at $3.44 per share exercisable through August 8, 2007; (ii) 500,000 shares at $5.50 per share exercisable through March 28, 2008; (iii) 250,000 shares at $4.67 per share exercisable through September 27, 2008; (iv) 140,000 shares at $4.26 per share exercisable through June 29, 2009; (v) 150,000 shares at $1.993 per share exercisable through November 7, 2009 and (vi) 1,250,000 shares at $.56 per share exercisable through April 23, 2011 and 750,000 shares at $.50 per share exercisable through November 16, 2011.
(2) Represents options to acquire: (i) 10,000 shares at $3.44 per share exercisable through August 8, 2007; (ii) 35,000 shares at 3.7125 per share exercisable through October 8, 2008; (iii) 100,000 shares at $6.80 per share exercisable through December 14, 2008; (iv) 200,000 shares at $1.993 per share exercisable through November 7, 2009 and (v) 1,000,000 shares at $.563 per share excisable through November 14, 2010 and 750,000 shares at $.50 per share exercisable through November 16, 2011.
(3) Represents options to acquire 100,000 shares at $3.75 per share exercisable through December 19, 2006.
(4) Computation based on $.40, which was the June 28, 2002, closing price for our common stock.

Option Grant Table. The following table sets forth certain information regarding the stock options granted during the fiscal year ended June 30, 2002, by us to the individuals named in the above Summary Compensation Table.

OPTION GRANTS IN LAST FISCAL YEAR

                                      % of Total
                                      Options
                                      Granted to
                                      Employees in   Exercise Price   Expiration
Name                     Granted (#)  Fiscal Year    $ / Share        Date
----                     -----------  -----------    ---------        ----

Surinder Rametra         750,000      28%            $.50             2011
Ashok Rametra            750,000      28%            $.50             2011
Balwinder Singh Bathla

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EMPLOYMENT AGREEMENTS

Surinder Rametra, Balwinder Singh Bathla, and Ashok Rametra our executive officers, all have employment agreements that expire December 31, 2002, except for Mr. Balwinder Singh Bathla, whose agreement expires December 31, 2004. The agreements contain provisions for base compensation, termination of employment and change-in-control arrangements. The agreements provide annual compensation of $250,000 for Ashok Rametra and Balwinder Singh Bathla and $200,000 for Surinder Rametra. Changes to the annual compensation are determined each year by the compensation committee. In the event the Company is sold or a change in control occurs the Company may terminate these agreements at any time within 12 months following the transaction date provided that the employee receives compensation up to 18 months (in the case of Mr. Bathla 12 months compensation or the balance of the term of his agreement).

BOARD OF DIRECTORS COMPENSATION

All directors are entitled to reimbursement of reasonable travel and lodging expenses related to attending meetings of the board of directors and any committee on which they serve. On January 9, 2001, our stockholders approved that our non-employee directors receive up to $5,000 for attendance at each quarterly meeting of the board of directors plus up to $1,000 for attendance at each committee meeting. Non-employee directors are also eligible to participate in and receive stock options under the 2000 Plan. Directors who are employees receive no fees for attending meetings of the board of directors or any committee on which they serve.

During the fiscal year ended June 30, 2002 no director received any fees for attending meetings.

COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION

In August 1994, the board of directors established a compensation committee, which is responsible for decisions regarding salaries, stock option grants and other matters regarding executive officers and key employees of ATEC. During fiscal 2002,Ashok Rametra, David C. Reback and Praveen Bhutani were members of the compensation committee. . In the opinion of the board of directors, Mr. Reback and Mr. Bhutani are independent of management and free of any relationship which would interfere with their exercise of independent judgment as a member of our compensation committee. Mr. Rametra is not independent based on his status as both an employee and executive officer of ATEC. See Item 13. "Certain Relationships and Related Transactions" for more information about Mr. Rametra's relationship with the Company.

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REPORT OF THE COMPENSATION COMMITTEE

This report outlines the framework used for making compensation decisions. Management's compensation philosophy and the criteria used for making compensation decisions in fiscal 2002 regarding the Chief Executive Officer and the other named executive officers is set below.

Framework for Compensation Decisions.

The board of directors has overall responsibility for compensation and benefit programs. The board of directors created the compensation committee in August 1994 to facilitate its fulfillment of this responsibility. The committee administers ATEC's salary program and recommends to the board of directors grants of stock options under our stock option plans. The committee specifically reviews and recommends for board approval all decisions relating to the compensation of the Chief Executive Officer and other named executive officers.

Philosophy of Management Compensation.

ATEC has an aggressive goal to significantly improve stockholder value by being an industry growth leader. The committee recognizes that the compensation program must enable ATEC to attract, retain, and motivate key employees who are committed to creating stockholder value.

Criteria Used for Making Compensation Decisions in Fiscal 2002.

This section describes the criteria used by the board of directors and the compensation committee regarding compensation decisions in fiscal 2002 affecting the Chief Executive Officer and other executive officers named in the summary compensation table above. Before the establishment of the compensation committee, salaries were based on individual employment agreements and any bonuses were reflective of an individual's performance during the year and that individual's current compensation compared to competitive market practices.

Base Salary.

In fiscal 2002, the committee reviewed and compared various executive compensation programs established by competitors in ATEC's industry to determine whether compensation levels for ATEC's executive officers were consistent with competitive practice for companies in the same line of business. The committee reviewed base salaries, bonuses and whether executive officers were granted stock options at these comparable companies. The committee believed that these levels should serve as a barometer of the compensation levels to which executive compensation should be compared. Based on these comparisons, the committee recommended and the board of directors approved the base salary for each of the executive officers named in the summary compensation table effective July 1, 2001 and for Mr. B. Singh Bathla effective January 1, 2002.

Bonuses.

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In fiscal 2002, no bonuses were awarded.

Stock Options.

In fiscal 2002, the committee recommended, and the board of directors approved, grants of incentive stock options to each of the executive officers named in the summary compensation table above.

The committee believes that our compensation practices and plans bring ATEC's executives into line with current market conditions for pay and benefits in its industry and supports ATEC's mission and strategies going forward.

Ashok Rametra David Reback Praveen Bhutani

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PERFORMANCE GRAPH

Total Return To Shareholder's
(Dividends reinvested monthly)

                                                    ANNUAL RETURN PERCENTAGE
                                                           Years Ending

Company / Index                              Jun98     Jun99    Jun00    Jun01     Jun02
-----------------------------------------------------------------------------------------
ATEC GROUP INC                              142.20    -47.46   -45.16   -61.88    -50.62
S&P SMALLCAP 600                             19.46     -2.31    14.39    11.12      0.27
S&P 600 COMPUTER HARDWARE                   -43.51     22.12   -52.56   -31.04      3.55

                                                          INDEXED RETURNS
                                  Base                      Years Ending
                                 Period
Company / Index                   Jun97      Jun98     Jun99    Jun00    Jun01     Jun02
-----------------------------------------------------------------------------------------
ATEC GROUP INC                     100      242.20    127.26    69.79    26.60     13.14
S&P SMALLCAP 600                   100      119.46    116.70   133.49   148.32    148.73
S&P 600 COMPUTER HARDWARE          100       56.49     68.99    32.73    22.57     23.37

TOTAL SHAREHOLDER RETURNS

[GRAPHIC OMITTED]

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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 September 20, 2002, certain information with respect to the beneficial ownership of the voting securities by
(i) any person (including any "group" as that term is used in Section 13(d)(3) of the Securities Exchange Act known by ATEC to be the beneficial owner of more than 5% of our voting securities, (ii) each director, (iii) each executive officer named in the Summary Compensation table appearing herein, and (iv) all executive officers and directors as a group. The table also sets forth the respective general voting power of such persons taking into account the voting power of our common stock and preferred stock combined.

Name and Address                         Amount and Nature
of Beneficial                            of Beneficial          Percentage of
Owner                                    Ownership of           Voting Stock
Outstanding                              Common Stock           Outstanding(1)
-----------                              ------------           --------------

Balwinder Singh Bathla(2)                     425,000                3.0%
69 Mall Drive
Commack, NY  11725

Ashok Rametra(3)                            2,272,242               16.5%
1762 Central Avenue
Albany, NY  12205

Surinder Rametra(4)                         3,408,040                 25%
69 Mall Drive
Commack, NY  11725

James Charles(5)                              605,000                  3%
69 Mall Drive
Commack, NY  11725

Praveen Bhutani(7)                            254,910                  2%
69 Mall Drive
Commack, NY  11725

David Reback(6)                                36,000                  **
69 Mall Drive
Commack, NY  11725

Stewart Benjamin(8)                            10,000                  **
69 Mall Drive
Commack, NY  11725

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All directors and (2)(3)(4)(5)(6)(7)(8)     7,011,192                 49%
executive/officers as a group (7 persons)

         ----------------

** Less than 1%

(1) Computed based upon a total of 8,347,689 shares of common stock, 8,371 shares of Series A preferred stock, 1,458 shares of Series B preferred stock, 309,600 shares of Series C preferred stock and options to acquire 5,192,000 shares of common stock. Each share of common stock and preferred stock possesses one vote per share. Accordingly, the foregoing represents an aggregate of 13,859,118 votes.
(2) The foregoing figure reflects the ownership of 325,000 shares of common stock by Mr. Bathla and options to acquire 100,000 shares of common stock.
(3) The foregoing figure reflects the ownership of 240,146 shares of common stock by Mr. Rametra and 387,096 common shares owned by Mr. Rametra's spouse and children. The foregoing amount also assumes the exercise by Mr. Rametra of options to acquire 1,645,000 shares of the common stock. Mr. Rametra disclaims beneficial ownership of shares of ATEC securities owned by other members of the Rametra family. Excludes non-vested options to purchase 750,000 shares of common stock.
(4) The foregoing figure reflects the ownership of 400,040 shares of common stock by Mr. Rametra and 200,000 shares by Mr. Rametra's spouse and 11,000 shares jointly. In addition, the foregoing assumes the exercise by Mr. Rametra of options to acquire 2,797,000 shares of ATEC common stock. Mr. Rametra disclaims beneficial ownership of the shares of ATEC securities owned by other members of the Rametra family, including independent children. Excludes non-vested options to purchase 750,000 shares of common stock
(5) The foregoing figure reflects ownership of 10,000 shares of common stock by Mr. Charles. The foregoing amount also assumes the exercise by Mr. Charles of options to acquire 595,000 shares of common stock. Excludes non-vested options to purchase 200,000 shares of common stock.
(6) The foregoing figure reflects ownership of 1,000 shares of common stock and options for the purchase of 35,000 shares of common stock.
(7) The foregoing figure reflects ownership of 244,910 shares of common stock by Mr. Bhutani. The foregoing also assumes the exercise of options to acquire 10,000 shares of common stock.
(8) The foregoing figures reflect options for the purchase of 10,000 shares of common stock.

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The following table gives information about the Company's common stock that may be issued upon the exercise of options, warrants and rights under all of the Company's equity compensation plans as of June 30, 2002. The table includes the following plans: 1997 Stock Option Plan; and 2001 Flexible Stock Plan.

                                                                Number of                                   Number of securities
                                                            Securities to be                                remaining available
                                                               issued upon            Weighted-average      for future issuance
                                                               exercise of            exercise price of         under equity
                                                               outstanding               outstanding         compensation plans
                                                            options, warrants         options, warrants    (excluding securities
                   Plan Category                               and rights                and rights       reflected in column (a))

===================================================      =======================      ================= ============================

                                                                   (a)                       (b)                    (c)

                                                         =======================      ================= ============================

Equity compensation plans approved by security
holders:
1997 Stock Option Plan                                                2,332,203          $    3.687                          -0-
2001 Flexible Stock Plan                                              6,311,200          $    0.545                    2,834,597

                                                                    ===========           =========                 ============

Total                                                                 8,643,403          $    4.232                    2,834,597

                                                                    ===========           =========                 ============



====================================================================================================================================

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Our Albany facility is leased from a company controlled by Surinder and Ashok Rametra, officers and directors of ATEC. Our lease with this company requires annual rental payments of approximately $108,000 per year plus all expenses and taxes attributable to the operation of the premises. The Company has not been a party to any significant transactions in the last fiscal year.

In April 2001, the Company entered the IT enabled services market. The Company had no revenue from this division. In April 2002 we sold the division to ITES, LLC, a company controlled by our Chairman, Surinder Rametra for 10% of its pre-tax profits for a period of three years ending December 31, 2004 not to exceed $100,000. At June 30, 2002 the company had revenues of $2,652 and a loss of $37,000.

In March 2002, we paid $223,606 to Advance Computer Management Group (ACM), a company owned and controlled by our Chief Executive Officer Balwinder Singh Bathla. The payments were for the purchase of fixed assets and inventory of $30,558, expenses paid by ACM for Mr. Bathla, $25,807 and $167,241 to purchase notes and over advances on commissions for former ACM employees who entered into sales consulting agreements with us. The notes of

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$119,444 are guaranteed by ACM.

Our Chief Executive Officer, Balwinder Singh Bathla, President, Ashok Rametra and two non-executive officers , Arvin Gulati and Rajnish Rametra, invested $25,000 each in a company controlled by Mr. Sonu Sodhi who is a stockholder of ATEC and has a sales consulting agreement with us. Rajnish Rametra is the brother of Ashok Rametra and Surinder Rametra, our Chairman.

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