Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-KSB/A
Amendment No. 1
[X] Annual report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 2003
[ ] Transition report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ____________ to ____________
Commission File Number: 000-31805
Power Efficiency Corporation
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(Name of Small Business Issuer in its Charter)
Delaware 22-3337365
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(State or Other Jurisdiction of
Incorporation or Organization) (I.R.S. Employer Identification No.)
35432 Industrial Road
Livonia, MI 48150
(Address of Principal Executive Offices) (Zip Code)
(734) 464-6711
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(Issuer's Telephone Number, Including Area Code)
Securities Registered under Section 12(g) of the Exchange Act:
Common Stock, $.001 Par Value
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(Title of Class)
Check whether the registrant: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes [X] No __
Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]
The issuer's revenues for the year ended December 31, 2003 were $397,673.
As of March 1, 2004, the aggregate market value of the common stock held by
non-affiliates of the issuer was approximately $2,132,604. This amount is based
on the closing price of $1.50 per share for the registrant's stock as of such
date.
On March 1, 2004 there were 5,006,837 shares of the registrant's common stock
outstanding.
PART III
Item 9. Directors and Executive Officers of the Registrant
INFORMATION ABOUT THE REGISTRANT'S EXECUTIVE OFFICERS AND DIRECTORS
The following table lists the current executive officers and directors and, in
the case of directors, their length of service on the board. Each director is
elected to hold office for a term expiring at the first annual meeting of
stockholders held following such director's election and until his successor has
been elected and qualified, or until his prior resignation or removal. All of
the Registrant's current directors were appointed by written consent of the
Registrant's majority shareholder in December of 2003.
Name Age Positions with the Company Director Since
---- --- -------------------------- --------------
Richard J. Koch 56 CEO and President, Director 2003
Nicholas Anderson 69 Chief Technology Officer, Director 1994
Keith Collin 44 CFO, Vice President National Sales Division
Douglas Finch 43 Vice President Operations
Timothy Franzen 31 Vice President & General Counsel
Thomas Mills 47 Vice President of Government Operations
Steven Strasser 55 Chairman of the Board 2002
Anthony Acone 60 Director 2002
Leonard Bellezza 56 Director 2001
Bradley L. Gates 66 Director 2003
John (BJ) Lackland 33 Director 2002
Richard Pulford 58 Director 2003
Raymond J. Skiptunis 61 Director; also held the positions of CEO and CFO 2002
during the first part of 2003
Officers:
Richard Koch - CEO, President, Director. Mr. Koch is a director and shareholder
of Innov-X Systems, a Boston start-up that developed and manufactures a portable
elemental X-ray analyzer. He served as this company's Chief Financial Officer
from November 2002 to June of 2003 when he joined the company. He is a director
and shareholder of Petroleum Technologies Inc., a Kansas City oil & gas Company
that focuses on developing and drilling oil and natural gas prospects. He served
as this company's Chief Financial Officer from February 2000 to September 2000.
Earlier in his career, he was the Executive in Charge of Operations and a
Director from February 1996 to January 2000 for Arrow Truck Sales, a $300
million wholesale-retail seller of used heavy-duty trucks. Additionally, Mr.
Koch has 14 years experience in publishing with American City Business Journals
where he was a founder and held various positions before leaving the Company as
Senior Vice President. Mr. Koch is a Missouri Attorney, and a former CPA.
Nicholas Anderson - Chief Technology Officer. Mr. Anderson is a founder of the
Company. From 1992 to the present, Mr. Anderson has been a Director of Energy
Services of Coyne Electrical Contracting, Inc., a major electrical service
organization based in New York, New York. From 1988 to 1992, Mr. Anderson was
the founder and CEO of Power Reducing Equipment, Inc., a Company formed to
develop products to reduce energy consumption in AC motors. During this period,
Mr. Anderson obtained a patent for the Company's technology, which patent was
issued in April 1994 and transferred to the Company. Mr. Anderson attended the
City College School of Engineering, and received a certification in Electronics
Design from Manhattan Technical Institute in 1957.
Keith Collin - Chief Financial Officer, Vice President National Sales. Mr.
Collin was a financial consultant in a private practice from January of 2002 to
September of 2003. During this period he worked for a variety of clients,
primarily serving as an interim Chief Financial Officer. From January 1998 to
December 2001, he was the Vice-President of Finance and Chief Operating Officer
of Allegiance, LLC, a Phyisican Hospital Organizaion. Mr. Collin's other
experience includes ten years with Ernst and Young (an international accounting
and consulting firm) as an auditor and four years with Health Plus of Michigan
(a Michigan Health Maintance Company) as the Vice-president of Finance and
operations Mr. Collin received a B.B.A. (Highest Distinction) from the
University of Michigan and a M.B.A. (honors) from the University of Chicago. He
joined the Company in August 2003.
Douglas Finch - Vice President of Operations. Mr. Finch has been with Power
Efficiency Corporation since 2001. Prior to joining Power Efficiency, he was
Executive Vice President of Retail Health Network Inc., a health services firm.
From 1996 to 2000, he was President of Plastigage Corporation, a manufacturer of
extruded and injection molded plastic automotive components. From 1991 to 1996
Mr. Finch was a Vice President at Enprotech Corporation, a subsidiary of Itochu
Corporation, where he performed mergers and acquisitions, business turnarounds,
and managed an R&D subsidiary in the field of high-speed electric motors and
power electronics. Mr. Finch received BS and MS degrees in Aeronautical
Engineering from Massachusetts Institute of Technology and an MBA from the
Harvard Graduate School of Business Administration.
Timothy Franzen - Vice President and General Counsel. Mr. Franzen was an
associate at the New York law firm Milbank, Tweed, Hadley & McCloy LLP from 2000
to 2003 where he practiced corporate and securities law. Mr. Franzen has been
with Power Efficiency Corporation since February 2003 and is a graduate of
Fordham University School of Law where he was a member of the Law Review.
Thomas Mills - Vice President Government Operations. Mr. Mills joined the
Company in October 2003 from LECG, LLC, where he was a Director in the Energy
Practice. He has worked with the U.S. electric industry and its regulators for
over ten years, and has significant working experience in the valuation and
structuring of licensing and other strategic partnering agreements. Mr. Mills
has served as an officer and director of a fuel cell development Company, and
has current and past service on the boards of several small corporations. He has
five years of nuclear power operating experience. His corporate finance
experience includes public debt and equity offerings, private placements of debt
and equity, and structured financings, as well as restructuring and
merger/acquisition/divestiture engagements, for a range of companies, and is
qualified as a Registered Representative (Series7/63). Mr. Mills holds a B.S.E.
in Chemical Engineering from Princeton University, and an M.B.A. in Finance from
the Wharton School, University of Pennsylvania. He is a doctoral candidate in
Finance and Logistics, Technology & Project Management at the School of Business
and Public Management, George Washington University, in Washington, DC.
Steven Strasser - Chairman of the Board. Mr. Strasser is presently the managing
director of Summit Energy Ventures and the president of Northwest Power
Management. Northwest Power Management is an investment management company that
acts as the investment manager for Summit Energy Ventures LLC, a private equity
fund focused on investments in energy technology companies. In the past five
years Mr. Strasser was the CEO of Northwest Power Enterprises and president of
Northwest Power Management. Northwest Power Enterprises and its predecessor
companies were involved in multiple aspects of the energy development business.
Mr. Strasser is a member of Washington State Bar Association, as well as the
American Bar Association and the Canadian Bar Association.
Anthony Acone - Director. Mr. Acone has been retired since 1994 but was employed
as the Registrant's Vice President of Sales and Marketing from January 2003 to
June 2003.
Leonard S. Bellezza - Director. Mr. Bellezza has been employed as a retail
consulting executive by Abacus Solutions, LLC, of New York City since 2003 and
is currently assigned as the General Merchandise Manager for Franks Nursery of
Troy, Michigan. He was a senior manager with the New York office of Deloitte &
Touche, a national public accounting firm from 2001 to 2003. From November 1999
to December 2000, he was a contract consultant for smartcasual.com, an internet
clothing manufacturer. From June 1997 to November 1999, Mr. Bellezza was
employed as a vice president and a member of the operations committee of
Frederick Atkins, a wholesale apparel company. From November 1993 to June 1997,
Mr. Bellezza served as a consultant in various aspects of the retail management,
logistics and information technology industries. Mr. Bellezza earned a Bachelor
of Arts in Economics and a Masters of Business Administration from Rutgers
University.
Bradley L. Gates - Director. Mr. Gates was the Chairman of the Operations
Management Council of Orange County, CA, during its bankruptcy in 1994. In that
capacity, he and two other council members were responsible for coordinating the
day-to-day operations of the County. Mr. Gates had a long tenure in the Orange
County Sheriff's Department, where he began as a jailer in 1961. In 1974, he won
the first of his six terms as Sheriff-Coroner. In this capacity, Gates
successfully managed a law enforcement agency involving over 3,000 employees, a
$400 million budget and America's 11th largest jail system
John ("BJ") Lackland - Director. Mr. Lackland is a director and vice president
at Summit Energy Ventures and a vice president of Northwest Power Management.
Northwest Power Management is an investment management company that acts as the
investment manager for Summit Energy Ventures LLC, a private equity fund focused
on investments in energy technology companies. Prior to joining Summit, Mr.
Lackland was the Director of Strategic Relations at Encompass Globalization,
where he was in charge of strategic alliances and mergers and acquisitions.
Prior to Encompass he was the Director of Strategic Planning and Corporate
Development at WebStrategic, an Internet business development consulting
company, where he was in charge of finance, strategic planning and investor
relations. In 1999, BJ earned an MBA from the University of Washington Business
School, and an MA in Asian Studies from the University of Washington's Jackson
School of International Studies.
Richard D. Pulford - Director. Mr. Pulford has been President of Corporate
Strategies, Inc. since 1981. The company provides investment banking services in
the Great Lakes region.
Raymond J. Skiptunis - Director. Mr. Skiptunis has been a self employed business
consultant since October of 2003. During the period, November of 2001 through
October of 2003, Mr. Skiptunis worked with Power Efficiency Corporation in
various capacities, including consultant, CFO and interim CEO. From January of
1997 through November of 2001, Mr. Skiptunis was a self employed business
consultant. Mr. Skiptunis earned a Bachelor of Science in Accounting from
Rutgers University.
Committees of the Board of Directors
The Board of Directors has established an audit committee and a compensation
committee to assist the full Board in administering its duties.
Audit Committee
The Registrant has a separately-designated standing audit committee established
in accordance with section 3(a)(58)(A) of the Exchange Act. Until recently, the
members of the audit committee were John (B.J.) Lackland (Chairman) and Scott
Straka. Mr. Straka resigned from the Board of Directors on March 18, 2004
leaving Mr. Lackland as the sole member of the audit committee. The Board of
Directors intends to appoint a new board member to the audit committee at its
next board meeting. The Board of Directors believes that each of the current and
former members of the audit committee possess the requisite financial knowledge
and experience to serve on the audit committee. However, the audit committee's
current member is not a financial expert as defined in Item 401 of Regulation
S-B. The Registrant's audit committee does not have a financial expert because
the Registrant has not found a suitable candidate.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16 of the Securities Exchange Act of 1934, as amended, requires that all
executive officers and directors of the Company and all persons who beneficially
own more than ten percent of the Company's Common Stock file an initial report
of their ownership of the Company's securities on Form 3 and report changes in
their ownership of the Company's securities on Form 4 or Form 5. These filings
must be made with the Securities and Exchange Commission and the National
Association of Securities Dealers with a copy sent to the Company.
Based solely on the review of copies of the forms provided to the Company and
the representations by the executive officers, directors and ten percent
shareholders during fiscal year 2003, the following failed to file on a timely
basis, as disclosed in the above forms, reports required by Section 16(a) of the
Exchange Act.
Anthony Acone inadvertently missed a filing deadline for reporting one
transaction. Mr. Acone has since filed a Form 4 to report the transaction.
Richard Koch inadvertently missed 2 filing deadlines for reporting two
transactions. Mr. Koch has since filed a Form 3 and a Form 4 to report the
transactions.
Richard Pulford inadvertently missed a filing deadline for reporting one
transaction. Mr. Pulford has since filed a Form 3 to report the transaction.
CODE OF ETHICS
The Registrant has not adopted a code of ethics. The Registrant has been focused
on raising money and generating sales to support operations and consequently has
not focused on adopting a code of ethics.
Item 10. Executive Compensation
STOCK OPTION GRANTS DURING 2003
The following table shows information as to options granted during the year
ended December 31, 2003.
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Potential Realizable Value at
Assumed Annual Rates of Stock
Price Appreciation For Option
Individual Grants Term (1)
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Percentage of
Number of Total Options Exercise Market
securities Granted to Price in Price on
underlying Employees in Dollars Date of Expiration
Name Options Granted Fiscal Year per Share Grant Date 5% 10%
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Richard J. Koch 52,631 15.6% $5.67 $6.65 6/6/13 $271,689 $609,382
Richard J. Koch 90,225 26.8% $6.65 $6.65 6/6/13 $377,334 $956,239
Keith Collin 57,142 17.0% $6.09 $6.09 10/15/13 $218,852 $554,614
Timothy Franzen 28,571 8.5% $6.30 $7.35 2/5/13 $162,065 $364,680
Thomas Mills 57,142 17.0% $6.09 $6.09 11/12/13 $218,852 $554,614
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1. The potential realizable value of the options granted is calculated by
multiplying the difference between the exercise price of the option and
the market value per share of the underlying stock (assuming a 5% or
10%, as the case may be, compounded annual increase of the stock price
from the date of grant to the final expiration of the option) by the
number of shares underlying the options granted. The price appreciation
assumptions are required disclosures under the rules of the Securities
and Exchange Commission and are not to be viewed as any expectation or
prediction by the Company of future value of the underlying common
stock
The Registrant entered into an employment and compensation agreement with its
CEO, Richard Koch, dated June 9, 2003. The agreement is for a base term of five
years and is thereafter renewable for additional periods of one year unless the
Company gives notice to the contrary not less than 90 days prior to the
expiration of the term or any extension. In accordance with the terms of the
agreement, the base salary for 2002 is $240,000, with annual increases and
bonuses at the discretion of the compensation committee of the board of
directors. During the first year of the Agreement, an amount equal to $60,000 of
the base salary shall be accrued and paid at such time as the net cash provided
by operating activities of the Company is greater than zero for a period of
three consecutive months. The agreement with Mr. Koch also provides, among other
things, for reimbursement of certain moving, living and automobile expenses and
for certain payments to be made to Mr. Koch in the event of a change of control
or termination of Mr. Koch without cause. Mr. Koch also received 1,000,000 stock
options which will vest over a five-year period and have exercise prices of $.81
and $.95. The agreement also provides for severance payments to Mr. Koch in the
event that he is terminated without cause. In such event, Mr. Koch would
receive, over two years, either (i) $180,000 in the event that the Registrant is
not cash flow positive, or (ii) $240,000 in the event that the Registrant is
cash flow positive. The agreement also provides that Mr. Koch will receive a
payment in the event of a change of control. In the event that a third party
obtains more than 50% of the Registrant's common stock, Mr. Koch shall be
entitled to 2% of the value of the Registrant which is in excess of $35,000,000
but less than $70,000,000; plus (b) 2.5% of the value of the Registrant which is
in excess of $70,000,000 but less than $105,000,000; plus (c) 3.0% of the value
of the Registrant which is in excess of $105,000,000.
Item 11. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
STOCK OWNERSHIP
The following table sets forth information regarding the beneficial ownership of
each director, each executive officer, all executive officers and directors as a
group, and persons, according to information received by the Board of Directors,
holding more than five percent of the outstanding Common Stock of the Company as
of April 28, 2004.
Percent of
Title of Class Beneficial Owner Shares Owned Class (13)
-------------- ---------------- ------------ ----------
Common Stock Richard J. Koch, CEO, President, Director 91,901 (1) 1.1%
Common Stock Nicholas Anderson, CTO, Director 289,994 (2) 3.7%
Common Stock Keith Collin, CFO, Vice President National 11,428 (3) Less than 1%
Sales Division
Common Stock Douglas Finch, Vice President Operations 25,713 (4) Less than 1%
Common Stock Timothy Franzen, Vice President & General 7,142 (5) Less than 1%
Counsel
Common Stock Thomas Mills, Vice President of Government 11,428 (6)
Operations Less than 1%
Common Stock Steven Strasser, Chairman of the Board 5,902,950 (7) 75.9%%
Common Stock Anthony Acone, Director 680 (8) Less than 1%
Common Stock Leonard Bellezza, Director 30,069 (9) Less than 1%
Common Stock Bradley L. Gates, Director 0 -
Common Stock John (BJ) Lackland, Director 0 -
Common Stock Richard Pulford, Director 143,551 (10) 1.8%
Common Stock Raymond J. Skiptunis, Director 110,369 (11) 1.4%
Common Stock Summit Energy Ventures, LLC 5,902,950 (12) 75.9%
Series A-1 Summit Energy Ventures, LLC 3,328,737 100%
Convertible Preferred
Stock
Common Stock All Executive Officers and Directors 6,625,225 85.2%
as a Group (13 persons)
(1) Includes 51,428 common shares subject to options exercisable within 60 days
of April 28, 2004.
(2) Includes 31,688 common shares subject to options exercisable within 60 days
of April 28, 2004.
(3) Includes 11,428 common shares subject to options exercisable within 60 days
of April 28, 2004.
(4) Includes 25,713 common shares subject to options exercisable within 60 days
of April 28, 2004.
(5) Includes 7,142 common shares subject to options exercisable within 60 days
of April 28, 2004.
(6) Includes 11,428 common shares subject to options exercisable within 60 days
of April 28, 2004.
(7) Includes 5,902,950 common shares held by Summit Energy Ventures, LLC (on an
as converted basis) in which Steven Strasser is one of two members.
(8) Includes 680 common shares subject to options exercisable within 60 days of
April 28, 2004.
(9) Includes 21,426 common shares subject to options exercisable within 60 days
of April 28, 2004.
(10) Mr. Pulford owns no shares of the Registrant directly. Mr. Pulford has a 7%
profit interest in Percon, LLC which owns 143551 common shares.
(11) Includes 87,830 common shares subject to options exercisable within 60 days
of April 28, 2004
(12) Includes 3,328,737 shares of Series A-1 Preferred Stock which is currently
convertible into 2,768,848 shares of Common Stock.
(13) The percentages for Common Stock assume that the 3,328,737 shares of Series
A-1 Preferred Stock were converted into 2,768,848 shares of Common Stock.
Item 12. Certain Relationships and Related Transactions
On September 22, 2003, the Registrant entered into a consulting agreement with
Raymond J. Skiptunis. Mr. Skiptunis is a director of the Registrant and prior to
September 22 was an employee of the Registrant. The agreement requires the
Registrant to pay Mr. Skiptunis $4,000 per month and to accrue an additional
$7,000 per month to be paid at such time that the Registrant closes on a debt or
equity financing. The agreement with Mr. Skiptunis was terminated on March 31,
2004. During the term of the agreement, Mr. Skiptunis was paid $25,000 and the
Registrant accrued an additional $47,750 which will be paid to Mr. Skiptunis at
the time of an equity or debt financing.
Item 14. Principal Accountant Fees and Services.
(1) Audit Fees.
The aggregate fees billed in fiscal years 2003 and 2002 for professional
services rendered by the principal accountant for the audit of the Registrant's
annual financial statements and review of financial statements included in the
Registrants Form 10-QSB or services that are normally provided by the accountant
in connection with statutory and regulatory filings or engagements for those
fiscal years were $44,100 and $34,000, respectively.
(2) Audit-Related Fees.
The aggregate fees billed in fiscal years 2003 and 2002 for assurance and
related services by the principal accountant that are reasonably related to the
performance of the audit or review of the Registrant's financial statements and
are not reported under Item 14(1) above were $0 and $0, respectively.
(3) Tax Fees.
The aggregate fees billed in fiscal years 2003 and 2002 for professional
services rendered by the principal accountant for tax compliance, tax advice,
and tax planning were $3,275 and $3,000, respectively.
(4) All Other Fees
The aggregate fees billed in fiscal years 2003 and 2002 for products and
services provided by the principal accountant, other than the services reported
in Items 14(1) through 15(3) above were $0 and $12,297, respectively.
(5)
During fiscal year 2003, the Audit Committee adopted the policy of pre-approving
all engagements for audit and tax related services, and subsequently
pre-approved the fees for the fiscal year 2003 audit and 2003 tax return
preparation.
For fiscal year 2003, all of the services described in each of items 2 through 4
above were approved by the audit committee. For fiscal year 2002, none of the
services described in each of items 2 through 4 were approved by the audit
committee.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
POWER EFFICIENCY CORPORATION
Dated: April 29, 2004 By:/s/ RICHARD KOCH
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Richard Koch, President and Chief
Executive Officer
Dated: April 29, 2004 By:/s/ KEITH G. COLLIN
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Keith G. Collin, Chief Financial
Officer