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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
Form 10-K/A
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997, OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO .
COMMISSION FILE NUMBER:
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SYNC RESEARCH, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 33-0676350
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
40 PARKER
IRVINE, CA 92618
(Address of principal executive offices)
Registrant's telephone number, including area code: (714) 588-2070
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value per share
(Title of Class)
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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. / /
The aggregate market value of the voting stock held by non-affiliates of
the Registrant based upon the closing sale price of the Registrant's Common
Stock on the Nasdaq National Market on March 13, 1998 was approximately
$57,544,019 as of such date. Shares of Common Stock held by each executive
officer and director and by each person who owns 10% or more of the outstanding
Common Stock have been excluded in that such persons may be deemed to be
affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.
There were 17,367,197 shares of Registrant's Common Stock issued and
outstanding as of March 13, 1998.
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates information by reference from the definitive Proxy
Statement for the Registrant's 1998 Annual Meeting of Stockholders scheduled to
be held on June 12, 1998 (the "Proxy Statement").
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The Registrant hereby amends the following item of its Form 10-K for the
fiscal year ended December 31, 1997 filed with the Securities and Exchange
Commission on March 31, 1998.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
The Company's Common Stock is listed on the Nasdaq Stock Market and
trades under the symbol SYNX. The following table presents the high and low
closing sale prices for the Company's Common Stock as reported in the Nasdaq
National Market for the periods indicated.
<TABLE>
<CAPTION>
HIGH LOW
---- -----
<S> <C> <C>
1997
Q1 . . . . . . . . . . . . . . $15.75 $3.03
Q2 . . . . . . . . . . . . . . $5.06 $2.25
Q3 . . . . . . . . . . . . . . $5.81 $3.00
Q4 . . . . . . . . . . . . . . $4.75 $3.00
1996
Q1 . . . . . . . . . . . . . . $44.38 $13.00
Q2 . . . . . . . . . . . . . . $22.25 $13.25
Q3 . . . . . . . . . . . . . . $17.13 $8.69
Q4 . . . . . . . . . . . . . . $19.63 $11.75
</TABLE>
The Company had approximately 283 stockholders of record and 4,000
beneficial shareholders as of March 13, 1998.
The Company has never paid cash dividends on its capital stock and does
not intend to pay cash dividends on its capital stock in the foreseeable
future. The Company's bank line of credit prohibits the Company from paying
cash dividends without the bank's prior written consent. Any future
determination to pay cash dividends will be at the discretion of the Board of
Directors and will be dependent upon the Company's financial condition,
results of operations, capital requirements and such other factors as the
Board of Directors deems relevant.
USE OF PROCEEDS
In connection with its initial public offering in 1995, the Company
filed a Registration Statement on Form S-1, SEC File No. 33-96910 (the
"Registration Statement"), which was declared effective by the Commission on
November 8, 1995. Pursuant to the Registration Statement, the Company
registered and sold 2,585,000 shares of its Common Stock, $0.001 par value
per share, for its own account. The offering was completed on November 9,
1995. The aggregate offering price of the registered shares was $51,700,000.
The managing underwriters of the offering were BancAmerica Robertson,
Stephens (formerly Robertson, Stephens & Company), BT Alex. Brown (formerly
Alex. Brown & Sons Incorporated) and Dian Rauscher Wessels (formerly Wessels,
Arnold & Henderson).
The Company incurred the following expenses in connection with the
offering:
<TABLE>
<S> <C>
Underwriting discounts and commissions . . . . . . $ 3,619,000
Other expenses . . . . . . . . . . . . . . . . . . 912,471
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Total Expenses . . . . . . . . . . . . . . . . . $ 4,531,471
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</TABLE>
All of such expenses were direct or indirect payments to others.
The net offering proceeds to the Company after deducting the total
expenses above were $47,168,529. From November 9, 1995 to December 31, 1997,
the Company used such net offering proceeds, in direct or indirect payments
to others, as follows:
<TABLE>
<S> <C>
Construction of plant, building and facilities . . . $ 829,178
Purchase and installment of machinery and
equipment. . . . . . . . . . . . . . . . . . . . . 3,206,900
Acquisition of other business(es). . . . . . . . . . 5,338,000
Working capital. . . . . . . . . . . . . . . . . . . 4,328,453
Operating losses . . . . . . . . . . . . . . . . . . 22,698,047
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Total. . . . . . . . . . . . . . . . . . . . . . . $36,400,578 (1)
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</TABLE>
(1) Excludes operating losses, capital expenditures and working capital changes
of TyLink Corporation ("TyLink") prior to the Company's acquisition of
TyLink in August 1996.
In addition, the Company used aggregate proceeds of $316,292 to make
payments to departing officers. This use of proceeds does not represent a
material change in the use of proceeds described in the Registration
Statement.
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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, in the City of
Irvine, State of California, on May 1, 1998.
SYNC RESEARCH, INC.
By: /s/ WILLIAM K. GUERRY
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William K. Guerry
VICE PRESIDENT OF FINANCE AND ADMINISTRATION
AND CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant in
the capacities and on the dates indicated:
SIGNATURE TITLE DATE
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/s/ JOHN H. RADEMAKER* Co-Chief Executive Officer, Vice May 1, 1998
- ------------------------ Chairman of the Board
John H. Rademaker
/s/ GREGORIO REYES* Co-Chief Executive Officer, May 1, 1998
- ------------------------ Chairman of the Board
Gregorio Reyes
/s/ WILLIAM K. GUERRY Vice President of Finance and May 1, 1998
- ------------------------ Administration, Secretary and
William K. Guerry Chief Financial Officer
/s/ CHARLES A. HAGGERTY* Director May 1, 1998
- ------------------------
Charles A. Haggerty
Director
- ------------------------
William J. Schroeder
*By: /s/ WILLIAM K. GUERRY
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William K. Guerry
(Attorney-in-Fact)
