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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 1
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-21975
ECO SOIL SYSTEMS, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEBRASKA 47-0709577
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
10740 THORNMINT ROAD,
SAN DIEGO, CALIFORNIA 92127
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(858) 675-1660
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $.005 PAR VALUE
(TITLE OF CLASS)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
As of April 16, 2001, the aggregate market value of the voting stock held by
non-affiliates of the Registrant was approximately $9,075,262.
As of April 16, 2001, the number of shares outstanding of the Registrant's
common stock, $.005 par value, was 19,645,144.
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The following items of Eco Soil Systems, Inc.'s Annual Report on Form
10-K for the fiscal year ended December 31, 2000 are hereby amended. Each such
item is set forth in its entirety, as amended.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The directors, executive officers and key employees of Eco Soil and
their ages as of April 16, 2001 are as follows:
Directors and Executive Officers
William B. Adams.................... 54 Chairman of the Board and Chief Executive Officer
Max D. Gelwix....................... 50 President and Chief Operating Officer
Dennis N. Sentz..................... 53 Vice President, Finance, Chief Financial Officer and Secretary
William S. Potter................... 57 Director
Edward N. Steel..................... 53 Director
Allan R. Lyons...................... 61 Director
Key Employees
Michael M. Iverson ................. 59 Vice President, Operations
Dr. George Soares, Jr. ............. 53 Vice President, Product Development and Product Management
James A. Turner..................... 52 Vice President, Sales and Marketing
WILLIAM B. ADAMS has served as Chairman of the Board and Chief Executive
Officer of Eco Soil since March 1991. From 1985 to 1994, Mr. Adams was Chairman
of the Board of Chronimed, Inc., a publicly held medical products company, and
served as Chairman of the Board of Orphan Medical, Inc., a publicly traded
spin-off of Chronimed through December 1998. Prior to his involvement with Eco
Soil, Mr. Adams founded WBA Consultants, Ltd., a management consulting firm, in
1980 and participated as chief executive officer in corporate turnarounds. From
August 1989 to February 1991, Mr. Adams was Executive Chairman of Printrak,
Inc., a publicly held developer of specialized identification systems used by
the law enforcement community. From April 1986 to April 1988, Mr. Adams was
President and Chief Executive Officer of Check Technology Corporation, a
manufacturer of electronic printing equipment. Mr. Adams received his B.A. from
Texas Tech University.
MAX D. GELWIX joined Eco Soil in September 1997 as Vice President and
was promoted to President and Chief Operating Officer in March 2000. From 1979
through June 1996 he served as Executive Vice President of Arthur J. Gallagher &
Co., a risk management and insurance brokerage agency, and was the President of
Maxell Enterprises, a risk management consulting firm, from June 1996 through
September 1997. Mr. Gelwix received his B.S. degree from Colorado State
University.
DENNIS N. SENTZ joined Eco Soil in May 1999 as Vice President of
Accounting and Controller and was promoted to Chief Financial Officer in March
2000. From June 1997 to April 1999, Mr. Sentz served as Chief Financial Officer
of BE&K-BECHTEL International, an engineering and construction joint venture,
based in Singapore. From June 1993 to May 1997, Mr. Sentz worked for Foster
Wheeler Energy Corporation as Vice
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President and Chief Financial Officer of the Power Generation business. Prior to
that, Mr. Sentz spent nine years as Controller and later Chief Financial Officer
of Instrumentarium Imaging, Inc., a high-tech medical equipment manufacturer and
distributor. Mr. Sentz received his B.B.A. in Accounting from the University of
Wisconsin in 1970 and holds both the CPA and CMA certifications.
WILLIAM S. POTTER served as a director of Eco Soil since August 1992.
Since 1988, Mr. Potter has been President of Rugged Rigger, Inc., a personal
services corporation, which has created Pauma Valley Organics, a certified
organic produce farm. From 1970 to 1988, Mr. Potter worked in various capacities
for H.M. Stevens Incorporated, a national food service and catering company
specializing in sporting events, culminating in the positions of Operational
Vice President and Director.
EDWARD N. STEEL has served as a director of Eco Soil since July 1999.
Since February 1986, Mr. Steel has been the President of Boardroom Homebuilders,
Inc., a privately held construction company. From May 1975 to January 1986, Mr.
Steel worked in various capacities for IBM culminating in the position of
Manager of Strategic Planning.
ALLAN R. LYONS, CPA joined Eco Soil as Director in December 2000 and has
been a significant shareholder for a number of years. He currently serves as
senior advisor to P&L Capital Management LLC, a registered investment advisory
firm performing all phases of financial planning and money management. In late
1999, Mr. Lyons retired from Piaker & Lyons, a CPA firm specializing in taxes,
and estate and financial planning. Before becoming Chairman and CEO of Piaker &
Lyons in 1994, Mr. Lyons had been a partner of the firm since 1968. Mr. Lyons
holds a B.A. from State University at Binghamton School of Management and a MBA
from Ohio State University.
MICHAEL M. IVERSON joined Eco Soil in March 1998 as Vice President of
Operations after serving as a consultant on a part-time basis from August 1997
to March 1998. From June 1996 to August 1997, Mr. Iverson served as Vice
President of Operations with a division of Scientific Atlantic, an electronics
manufacturing company. Mr. Iverson operated his own management consulting firm
from June 1994 to May 1996. From June 1990 to May 1994, Mr. Iverson served as
Director of Manufacturing with a division of General Dynamics, a defense
contracting company. Mr. Iverson received his B.S. in Mechanical Engineering
from California State University, San Luis Obispo, and his M.S. in Aeronautical
Engineering from the Naval Postgraduate School.
DR. GEORGE SOARES, JR. rejoined Eco Soil in January 2001 as the Senior
Vice President for Product Development and Product Management. During 1998 and
1999, Dr. Soares served as the Vice President of Agricultural Development at Eco
Soil. Prior to coming to Eco Soil, Dr. Soares worked at Mycogen Corporation for
14 years where he held several leadership roles in research, commercial
development and international sales and marketing. As one of Mycogen's first
scientists Dr. Soares established and directed Mycogen's bioinsecticide
discovery and evaluation department, and was instrumental in the
commercialization of the first genetically engineered insecticide (MVP). Dr.
Soares has a strong background in biotechnology and received his Ph.D. from the
University of California, Berkeley, specializing in insect pathology and
biological control. Dr. Soares received his B.A. in Biological Sciences from
Rutgers College and M.S. in Entomology from Rutgers University. Dr. Soares is
fluent in four languages and has worked internationally for over 20 years in the
development and commercialization of biopesticides and their use in integrated
pest management systems.
JAMES A. TURNER joined Eco Soil in September 2000 as Vice President of
Sales and Marketing. Prior to coming to Eco Soil, Mr. Turner worked at Aquatrols
Corporation for over 10 years where he was the North American sales manager. In
that position he was responsible for developing and implementing sales and
marketing programs for sixty distributors, as well as Aquatrols sales people in
the United States, Canada and Mexico. Prior to Aquatrols Corporation, Mr. Turner
worked at Rhone Poulenc Chemical Company for 11 years where he held several
sales positions until he was promoted to the Southeast Regional Sales Manager.
Also, he served as the Southeast Technical Service Supervisor. Most of Mr.
Turner's experiences with the Rhone Poulenc Chemical Company were in the turf
and ornamentals and specialty agricultural markets.
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Securities Exchange Act of 1934 (the
"Exchange Act"), as amended, directors, officers and beneficial owners of 10
percent or more of Eco Soil's common stock ("Reporting Persons") are required to
report to the Securities and Exchange Commission (the "Commission") on a timely
basis the initiation of their status as a Reporting Person and any changes with
respect to their beneficial ownership of Eco Soil's common stock. Based solely
on its review of such forms received by it and the written representations of
its Reporting Persons, to Eco Soil's knowledge, all of the Section 16(a) filings
required to be made by Reporting Persons with respect to 2000 were made on a
timely basis.
ITEM 11. EXECUTIVE COMPENSATION
The following table shows for each of the last three full fiscal years,
compensation awarded, paid to, or earned by Eco Soil's Chief Executive Officer
and its two executive officers other than the Chief Executive Officer who were
serving as executive officers at the end of the last completed fiscal year (the
"Named Executive Officers").
LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
--------------------------------------- ------------------------------
OTHER SECURITIES
ANNUAL UNDERLYING
NAME AND PRINCIPAL POSITION(S) YEAR SALARY BONUS COMPENSATION OPTIONS (#)
------------------------------ ---- -------- ------- ------------ -------------
William B. Adams .............................. 2000 $256,148 $ $220,833(2) --
Chairman of the Board and 1999 300,000(1) -- 13,440(3) 450,000
Chief Executive Officer 1998 150,000 -- -- --
Max D. Gelwix(4) .............................. 2000 $158,750 -- -- 200,000
President and Chief Operating Officer 1999 106,666 7,500 -- 9,375
1998 87,500 -- -- 15,000
Dennis N. Sentz(5) ............................ 2000 $132,417 9,500 -- 50,000
Chief Financial Officer and Secretary 1999 59,375 -- -- 60,000
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(1) Mr. Adams agreed to defer $125,000 of his 1999 salary.
(2) Represents Mr. Adams' deferred salary from 1999 as well as the deferred
portion through May 2000. In addition, Mr. Adams was paid a bonus
related to fiscal year 1998 of $43,750.
(3) Reflects auto allowances paid to Mr. Adams.
(4) Mr. Gelwix joined Eco Soil in September 1997 as Vice President and was
promoted to President and Chief Operating Officer in March 2000.
(5) Mr. Sentz joined Eco Soil in May 1999 as Controller and was promoted to
Chief Financial Officer in March 2000. The amount shown in the salary
column in 1999 reflects the amount actually paid to Mr. Sentz by Eco
Soil in 1999.
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OPTION GRANTS DURING FISCAL YEAR 2000
The following table provides information concerning the grant of stock
options to the Named Executive Officers of Eco Soil during fiscal 2000. Eco Soil
does not have any outstanding stock appreciation rights.
INDIVIDUAL GRANTS
POTENTIAL REALIZABLE VALUE
% OF TOTAL AT ASSUMED RATES OF
NUMBER OF OPTIONS STOCK PRICE APPRECIATION
SECURITIES GRANTED TO FOR OPTION TERM(1)
UNDERLYING OPTIONS EMPLOYEES EXERCISE PRICE EXPIRATION ---------------------------
GRANTED IN FISCAL YEAR PER SHARE DATE 5% 10%
------------------ -------------- -------------- ---------- -------- --------
William B. Adams -- -- -- -- -- --
Max D. Gelwix 200,000 15.8% $ 1.50 05/23/05 $ 82,890 $183,150
Dennis N. Sentz 50,000 4.0% $ 1.50 05/23/05 20,723 45,788
(1) The assigned rates of growth were selected by the Securities and
Exchange Commission for illustrative purposes only and are not intended
to predict or forecast future stock prices.
OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table provides information with respect to the Named
Executive Officers, concerning the exercise of stock options during fiscal 2000
and unexercised options held as of the end of fiscal 2000.
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT FY-END (#) AT FY-END ($)(1)
ACQUIRED ON VALUE -------------------------------- ------------------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ ------------ ----------- ------------- ----------- -------------
William B. Adams -- -- 457,772 360,000 -- --
Max D. Gelwix -- -- 165,375 139,000 -- --
Dennis N. Sentz -- -- 76,500 33,500 -- --
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(1) Based on the closing sale price of Eco Soil's common stock on December
29, 2000 ($0.8125), as reported by the Nasdaq National Market, less the
option exercise price.
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COMPENSATION OF DIRECTORS
On September 11, 2000, Eco Soil's Board of Directors approved the
Outside Director Compensation Program. The program entitles the directors to the
following:
(i) a retainer fee of $30,000 payable in semi-annual installments,
(ii) a fee of $1,000 for meetings attended, plus all reasonable
travel and out-of-pocket expenses,
(iii) 30,000 options to purchase common stock at the then-current
market price, vesting equally over a three year period upon the
completion of a service term, and for Audit and Compensation
Committee members, 2,500 options to purchase common stock at the
then current-market price, vesting at the end of each year
served.
EMPLOYMENT AGREEMENTS
Eco Soil does not currently have employment agreements with any of its
executive officers.
COMPENSATION PLANS
1992 Stock Option Plan. In February 1992, Eco Soil adopted a Stock
Option Plan (the "1992 Plan"), under which 125,000 shares of Eco Soil's common
stock were initially reserved for issuance upon exercise of options granted to
officers, employees and directors of, and advisors and consultants to, Eco Soil.
The 1992 Plan provides for the grant of both stock options intended to qualify
as incentive stock options as defined in the Internal Revenue Code of 1986, as
amended (the "Code"), and nonqualified stock options. The 1992 Plan will
terminate on February 4, 2002, unless sooner terminated by the Board of
Directors. Eco Soil's shareholders approved an increase in the number of shares
reserved for issuance under the Option Plan to 250,000 shares in August 1993, to
350,000 shares in April 1995, to 450,000 shares in May 1996, to 900,000 shares
in November 1996 and to 1,100,000 shares in June 1997. The principal purposes of
the 1992 Plan are to provide incentives for officers, employees and consultants
of Eco Soil and its subsidiaries through the granting of options, thereby
stimulating their personal and active interest in Eco Soil's development and
financial success, and inducing them to remain in Eco Soil's employ. The 1992
Plan provides for option grants covering up to 1,100,000 shares of Eco Soil's
common stock. As of April 16, 2001, options have been granted (net of those
canceled) to purchase an aggregate of 822,236 shares of Eco Soil's common stock
at prices ranging from $3.00 to $5.63 were outstanding under the 1992 Plan.
277,764 additional shares remain available for grant under the 1992 Plan.
1996 Directors' Option Plan. The 1996 Directors' Stock Option Plan (the
"Directors' Plan") provided for the automatic grant of nonstatutory stock
options to nonemployee directors. Eco Soil initially reserved a total of 60,000
shares of Eco Soil's common stock for issuance under the Directors' Plan. As of
April 16, 2001, 21,000 additional shares were available for the grant of options
under the Directors' Plan.
1998 Stock Option Plan. In February 1998, Eco Soil adopted the 1998
Stock Option Plan of Eco Soil Systems, Inc. (the "1998 Plan"), under which
1,000,000 shares of Eco Soil's common stock were initially reserved for issuance
upon exercise of options granted to officers, employees and directors of, and
consultants to, Eco Soil. Eco Soil's shareholders approved the adoption of the
1998 Plan on June 19, 1998. The 1998 Plan provides for the grant of both stock
options intended to qualify as incentive stock options as defined in the Code
and nonqualified stock options. The 1998 Plan will terminate on February 3,
2008, unless sooner terminated by the Board of Directors. The Board of Directors
approved an increase in the number of shares reserved for issuance under the
1998 Plan to 1,400,000 shares in December 1998 and to 1,600,000 shares in April
1999. Eco
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Soil's shareholders approved these increases in the number of shares available
for issuance under the 1998 Plan in June 1999. The principal purposes of the
1998 Plan are to provide incentives for officers, employees and consultants of
Eco Soil and its subsidiaries through the granting of options, thereby
stimulating their personal and active interest in Eco Soil's development and
financial success, and inducing them to remain in Eco Soil's employ. The 1998
Plan provides for option grants covering up to 1,600,000 shares of Eco Soil's
common stock. As of April 16, 2001, options had been granted (net of those
canceled) to purchase an aggregate of 682,952 shares of Eco Soil's common stock
at prices ranging from $0.72 to $9.63 under the 1998 Plan. 917,048 additional
shares remain available for grant under the 1998 Plan.
1999 Equity Participation Plan. In April 1999, Eco Soil adopted the 1999
Equity Participation Plan of Eco Soil Systems, Inc. (the "1999 Plan"), under
which 1,600,000 shares of Eco Soil's common stock were initially reserved for
issuance upon exercise of options granted to Eco Soil's senior management. Eco
Soil's shareholders approved the adoption of the 1999 Plan in June 1999. The
1999 Plan provides for the grant of both stock options intended to qualify as
incentive stock options as defined in the Code and nonqualified stock options.
The 1999 Plan will terminate on April 19, 2009, unless sooner terminated by the
Board of Directors. The principal purposes of the 1999 Plan are to provide
incentives for members of Eco Soil's senior management through granting of
options and stock purchase rights, thereby stimulating their personal and active
interest in Eco Soil's development and financial success, and inducing them to
remain in Eco Soil's employ. The 1999 Plan provides for option grants covering
up to 1,600,000 shares of Eco Soil's common stock. As of April 16, 2001, options
had been granted (net of those canceled) to purchase an aggregate of 900,000
shares of Eco Soil's common stock at prices ranging from $1.50 to $4.44 under
the 1999 Plan. 700,000 additional shares remain available for grant under the
1999 Plan.
1999 New Hire Stock Option Plan. In June 1999, Eco Soil adopted the 1999
New Hire Stock Option Plan of Eco Soil Systems, Inc. (the "New Hire Plan"),
under which 1,000,000 shares of Eco Soil's common stock were initially reserved
for issuance upon exercise of options granted to Eco Soil's employees. The New
Hire Plan provides for the grant of non-qualified stock options. The principal
purposes of the New Hire Plan are (i) to provide additional incentives for
employees of Eco Soil to further the growth, development and financial success
of Eco Soil by personally benefiting through the ownership of Eco Soil common
stock which recognizes such growth, development and financial success and (ii)
to enable Eco Soil to obtain and maintain the services of employees considered
essential to the long range success of Eco Soil. The New Hire Plan provides for
option grants covering up to 1,000,000 shares of Eco Soil's common stock. As of
April 16, 2001, options had been granted (net of those canceled) to purchase an
aggregate of 116,750 shares of Eco Soil's common stock at prices ranging from
$1.25 to $8.06 under the New Hire Plan. 883,250 additional shares remain
available for grant under the New Hire Plan.
2000 Employee Stock Option Plan. In June 2000, the Company established
the 2000 Employee Stock Option Plan of Eco Soil Systems, Inc. (the "2000
Employee Plan"), under which 800,000 shares of Eco Soil's common stock were
initially reserved for issuance upon exercise of options granted to Eco Soil's
employees. The 2000 Employee Plan provides for the grant of non-qualified stock
options. The principal purposes of the 2000 Employee Plan are (i) to provide
additional incentives for employees of Eco Soil to further the growth,
development and financial success of Eco Soil by personally benefiting through
the ownership of Eco Soil common stock which recognizes such growth, development
and financial success and (ii) to enable Eco Soil to obtain and maintain the
services of employees considered essential to the long range success of Eco
Soil. The 2000 Employee Plan provides for option grants covering up to 800,000
shares of Eco Soil's common stock. As of April 16, 2001, options had been
granted (net of those canceled) to purchase an aggregate of 663,667 shares of
Eco Soil's common stock at prices ranging from $0.97 to $2.22 under the 2000
Employee Plan. 136,333 additional shares remain available for grant under the
2000 Employee Plan.
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 2000, the Compensation Committee was comprised of Messrs. Steel,
Potter and Adams. Mr. Adams is the Chief Executive Officer of Eco Soil.
No interlocking relationship exists between any member of the
Compensation Committee and any member of any other company's board of directors
or compensation committee.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 16, 2001, the number and
percentage ownership of Eco Soil's common stock by: (i) each director of Eco
Soil, (ii) each Named Executive Officer (as defined above) of Eco Soil, (iii)
each person or entity known by Eco Soil to own beneficially more than five
percent of Eco Soil's common stock and (iv) all directors and executive officers
of Eco Soil as a group.
AMOUNT AND NATURE OF BENEFICIAL PERCENTAGE OF
NAME AND ADDRESS (1) OWNERSHIP OUTSTANDING SHARES
-------------------- ------------------------------- ------------------
William B. Adams (2) .................................... 1,762,457 8.7%
Max D. Gelwix (3) ....................................... 296,275 1.5%
Dennis N. Sentz (4) ..................................... 86,500 *
Douglas M. Gloff (5) .................................... 1,129,500 5.5%
16476 Calle Pulido
San Diego, CA ........................................... 92127
William S. Potter (6) ................................... 415,132 2.1%
P.O. Box 8173
Rancho Santa Fe, CA 92067
Edward N. Steel (7) ..................................... 3,300 *
41 Ravine Lake Road
Bernardsville, NJ 07924
Allan R. Lyons .......................................... 479,000 2.4%
5653 NW 38th Avenue
Boca Raton, FL 33496
All executive officers and directors as a group
(6 persons) (8) ......................................... 3,042,664 14.7%
-------------------
* Less than 1%.
(1) Except as indicated by footnote, each person or group identified has
sole voting and investment power with respect to all shares of Eco
Soil's common stock shown as beneficially owned by them. Except as
otherwise indicated, the address of each of the above persons is c/o Eco
Soil Systems, Inc., 10740 Thornmint Road, San Diego, California 92127.
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(2) Includes 512,772 shares of Common Stock subject to currently exercisable
options and warrants.
(3) Includes 175,375 shares of Common Stock subject to currently exercisable
options and warrants.
(4) Includes 76,500 shares of Common Stock subject to currently exercisable
options.
(5) Includes 725,000 shares of Common Stock subject to currently exercisable
options and warrants.
(6) Includes 82,000 shares of Common Stock subject to currently exercisable
options and warrants owned by Rugged Rigger, Inc., a California
corporation that is wholly owned by Mr. Potter. Also includes 333,132
shares of Common Stock owned by Rugged Rigger.
(7) Includes 3,300 shares of Common Stock subject to currently exercisable
options.
(8) See notes 1-4 and 6-7 above.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
CERTAIN TRANSACTIONS
None
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
ECO SOIL SYSTEMS, INC.
April 30, 2001
By: /s/ WILLIAM B. ADAMS
---------------------------------
William B. Adams,
Chairman of the Board and
Chief Executive Officer
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