gyrodyne co of america inc - gyro annual report (small business issuers) (10ksb) item 9 directors, executive officers, promoters and control persons; ...
gyrodyne co of america inc - gyro annual report (small business issuers) (10ksb) item 9 directors, executive officers, promoters and control persons; ...
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gyrodyne co of america inc
form:10ksb filing date:8/20/1996
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10ksb
form 10ksb
item 1. description of business
item 2. description of property
item 6. management's discussion and analysis.
item 3. legal proceedings
item 4. submission of matters to a vote of security holders
item 5. market for common equity and related stockholder matters
item 7. financial statements and supplementary data
independent auditors' report
balance sheet
income statement
stockholders equity
cash flow
notes to consolidated financial statements
item 8 changes in and disagreements with accountants on accounting ...
item 9 directors, executive officers, promoters and control persons; ...
name and title
compensation table
options
options (aggregate)
item 11 security ownership of certain beneficial owners and ...
beneficial owners
beneficial owners
item 12 certain relationships and related transactions
item 13 exhibits, financial statement schedules, and reports ...
report of independent certified public accountants
signatures
exhibit 27
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item 9 directors, executive officers, promoters and control persons; compliance
with section 16(a) of the exchange act.
(a) the following table lists the name, ages and positions of all directors
and executive officers and all persons nominated or chosen to become such.
each director serves for a period of one year. the one year term of office
to which directors are elected ends with the next annual meeting of
stockholders or when their successors are elected and qualified.
name & principal occupation or employment age first became a
director
dimitri p. papadakos 51 1968 to 1976
president, ceo and director of the company 1992
peter pitsiokos 36 ---
vice president & general counsel of the company
josef markowski 44 ---
vice president, operations of the company
john a. rohrs 62 ---
controller of the company
joseph l. dorn 81 1992
former secretary / treasurer of the company
director of the company
nicholas xanthaky 85 1948
professor emeritus economics salem state college
director of the company
robert h. beyer 63 1977
sr. inertial guidance engineer,
naval air systems command
director of the company
nicholas goudes owner and operator of 75 1992
sharon view country club
director of the company
peter p. papadakos 33 1993
secretary / treasurer and director,
sa-tu corporation
director of the company
(b) business experience
dimitri p. papadakos, age 51, was appointed to the board of directors on
april 25, 1992. he was elected ceo and president on may 30, 1992. he is
also president and director of all the company's subsidiaries. he was employed
by gyrodyne from 1972-1976 and served as vice president of flowerfield
properties, inc. and secretary of gyrodyne petroleum, inc. from 1976-1981
mr. papadakos was administrative director of the seiskaya organization, a
private arts group. in 1981, he rejoined gyrodyne company as director of
real estate operations. in 1983, he became assistant secretary of the
gyrodyne company and in 1988 became vice president. in april 1992 he was
appointed to the board of directors of the company and on may 30, 1992 was
elected ceo and president. mr. papadakos holds graduate degrees in both
business and communications from new york institute of technology.
peter pitsiokos, age 36, was elected to serve as vice president on november
28, 1992, and had served as assistant secretary and general counsel since
joining gyrodyne company of america, inc., earlier in 1992. mr. pitsiokos
was formerly the executive assistant district attorney in suffolk county,
new york. he also served as the assistant director of economic development
and the director of water resources in the town of brookhaven. he was an
associate attorney with the law firm fragomen, delrey & bensen, new york,
new york, from 1984 to 1987. he holds a law degree from villanova university
and a ba degree from the state university of new york at stony brook.
josef markowski, age 44 has been vice president of operations since october
26, 1995. prior to joining the company he was president of logical device
software (lds), a company he started in 1988. lds produced and marketed
software programs for accounting and production control, and in addition
wrote custom applications for a variety of fields. prior to lds he owned
and operated star steel structures. this company became prominent in the
construction, installation and manufacture of commercial greenhouse
structures and equipment in the northeast. mr. markowski holds a degree in
technical electronics from suny farmingdale.
john a. rohrs, age 62 has been controller of the company since october 1989.
prior to joining the company he was plant controller for the tandem computer
corporation a manufacturer of computers and local area networks. previous to
that he spent 16 years in various financial positions in the recorded music
industry working for cbs, rca and polygram usa. he holds a bba degree in
accounting from st. john's university and an mba from new york institute of
technology.
joseph l. dorn, age 81, joined the company in 1951 as comptroller and in 1965
was elected secretary and assistant treasurer. in april 1992 he was appointed
to the board of directors of the company and on may 30, 1992 he was promoted
to treasurer. prior to joining gyrodyne he worked for the securities and
exchange commission and the united states navy cost office. mr. dorn is a
certified public accountant of the state of new york and is a graduate of
georgetown university mr. dorn retired on february 1, 1996 but remains as a
director of and consultant to the company.
nicholas xanthaky, age 85, has been a director since 1948. he is presently
professor emeritus - economics at salem state college, salem, massachusetts,
from which he also has received an honorary doctorate. when he retired, he
was associate professor of economics. from 1977 to june 1993 he was treasurer
of the salem state college foundation. he is also a director of all of
gyrodyne's subsidiaries, and, from 1951 to 1956, he was employed by gyrodyne
in various positions, including secretary and treasurer.
robert beyer, age 63, has been a director of the company since november 28,
1977. he is also a director of the company's subsidiaries. he held the rank
of captain in the united states naval reserve and last served on active duty
from september 1976 to october 1977. mr. beyer is presently a senior inertial
guidance systems engineer for the naval air systems command. mr. beyer was
employed by gyrodyne from 1962-1973 as a technical representative for the
company's remotely piloted helicopters and was stationed in japan from 1963
to 1970.
nicholas t. goudes, age 75, was appointed to the board of directors on
november 28, 1992. he was previously employed by gyrodyne from 1950 to 1955
and served as a member of the finance committee. between 1953 & 1957 he was
a director and vice president of flowerfield realty, inc. and helicopter
securities, inc. in 1957 mr. goudes moved to charlotte, north carolina
where he was a director and secretary/treasurer of piedmont enterprises, a
recreational and food service company. in 1958 he founded the sharon view
country club, a private recreational club, which he currently owns and
operates. from 1987 to 1991 mr. goudes served as a director of north carolina
state university foundation.
peter p. papadakos, age 33, was appointed to the board of directors on october
30, 1993, increasing the board to six members. mr. papadakos is the son of
the late chairman and founder of gyrodyne company of america, inc. he
currently resides in reno, nevada and is secetary/treasurer and board member
of the sa-tu corporation of nevada. he was previously employed by gyrodyne
company of america from august 1986 thru july 1987 in the capacity of
assistant to the president and specialized in assembling a technical data
package in conjunction with the company's foreign licensing agreements. mr.
papadakos holds a bachelor of science degree from the university of nevada at
reno.
(c) compliance with section 16(a) of the exchange act
a review of all forms 3 & 4 filed with the registrant indicates that only one
of the executive officers or directors were late in filing any required forms
3 or forms 4 with the securities and exchange commission for fiscal year 1996.
a review of prior year filings indicates that no 10% holder of gyrodyne common
stock $1 p.v. failed to file timely reports.
item 10
executive compensation
(a)executive compensation
during the fiscal year ended april 30, 1996 only one executive received
remuneration in excess of $100,000 in such capacity. the chief executive
officer's remuneration is specified below:
summary compensation table
annual compensation
long term compensation
annual compensation awards payouts
name and salary bonus other annual restricted securities ltip all
principal position year ($) ($) compensation stock underlying payout other
award($) options/sars ($) comp.
(#)
dimitri p. papadakos
president & ceo 1996 115,102 0 (a) $14,531 10,000 0
president & ceo 1995 112,122 0 (a) 0 17,500 0
president & ceo 1994 106,539 0 0 0 0
(a)the registrant has concluded that aggregate amounts of personal benefits to
any of the current executives does not exceed the lesser of $50,000 or 10% of
compensation and bonuses reported above for the named executive officers, and
that the information set forth in tabular form above is not rendered
materially misleading by virtues of the omission of such personal benefits.
(b) as of fiscal year ended april 30, 1996 and as of july 03, 1996, none of
the officers or directors received or were entitled to any long term
compensation payments. the options granted to officers during fiscal year
1996 are listed in footnote 11 of "footnotes to the financial statements".
as of july 03, 1996 none these options have been exercised or canceled. of the
options granted in fy 1995 11,643 were exercised and 2,713 were surrendered
upon exercise of sars.
options/sar grants in fiscal year
number of % of total
options/lsars options/sar exercise expiration
name granted granted price date
dimitri p. papadakos (ceo) 10,000 39% $15.625 09/01/00
aggregated option/sar exercised in last fiscal year
and fy-end option/sar values
number of value of
unexercised unexercised
shares options at options at
acquired on value 4/30/96 4/30/96
name exercise realized unexercisable unexercisable
dimitri p. papadakos (ceo) 6,910 $14,531 23,125 $0
(b)compensation of directors
effective february 1, 1995 the directors annual fee of $7,500 per year will
be paid in stock. the stock for fy 1996 has not yet been issued, but $37,500
has been accrued at year end to cover this expense. reimbursement for travel
and company business related expenses will continue to be reimbursed in cash.
the company continued its policy which states that directors who are also
employees of the company do not receive any additional compensation for their
service as directors. there was no additional compensation paid by the
company to any director for fiscal years 1996 or 1995.
(c)employment contracts
(c-1) on july 15, 1993 effective as of june 28, 1993, the board of directors
by their compensation committee entered into a restrictive five year
employment contract with dimitri p. papadakos as president and ceo, at a
salary of $110,000 per year subject to annual cost-of-living increases
commencing july 1, 1994 based on the consumer price index in effect for the
month of may preceding the july 1 in question for all urban consumers for the
new york, new york and northeastern new jersey region (all items) published by
the bureau of labor statistics, united states department of labor. he will be
eligible for all benefits offered to other executive employees. the company
is providing a $1,000,000 24-hour worldwide travel accident policy and a
$250,000 group travel accident policy with his estate as beneficiary. the
company will also provide the employee with an automobile and will cover all
operating costs associated therewith. the contract also contains a provision
not to compete during the term of the contract or for a period of two years
following termination. in case of employee's death or total incapacitation
during the contract period, the contract provides for compensation to continue
for the unexpired term of the employment period or any renewal period. in case
of termination as a result of change in control, merger, change in make-up of
board of directors or discharge of employee by company for any reason other
than death or incapacitation, his salary and all other ancillary benefits to
which the employee is entitled, shall be paid for a period of five full years
to the employee or in case of death, to his estate. during fiscal year 1996
mr. papadakos received an annualized cost of living increase of $3,218
bringing his annual salary to $115,340.
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