UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(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, 1996
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 0-27074
SECURE COMPUTING CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 52-1637226
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
2675 Long Lake Road
Roseville, Minnesota 55113
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (612) 628-2700
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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, par value $.01 per share
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 Common Stock held by non-affiliates
of the Registrant as of March 21, 1997 was $52,860,958, based on the closing
sale price for the Company's Common Stock on that date. For purposes of
determining this number, all officers and directors of the Registrant are
considered to be affiliates of the Registrant, as well as individual
stockholders holding more than 10% of the Registrant's outstanding Common Stock.
This number is provided only for the purpose of this report on Form 10-K and
does not represent an admission by either the Registrant or any such person as
to the status of such person.
As of March 21, 1997 the Registrant had 15,377,074 shares of Common
Stock issued and outstanding, which number includes (i) 4,127,520 Exchangeable
Shares that have the same voting and other rights as Common Stock and are
immediately exercisable for shares of Common Stock and (ii) securities that are
immediately convertible into 10,908 Exchangeable Shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive Proxy Statement for the
Registrant's Annual Meeting of Stockholders to be held May 14, 1997 for the year
ended December 31, 1996, a definitive copy of which the Registrant anticipates
will be filed on or about April 8, 1997, are incorporated by reference in Part
III.
PART I
ITEM 1. BUSINESS
The Company produces and markets security products designed to enable
safe, secure and productive use of open networks, including the Internet, in
support of critical business activities. Prior to July 1989, when the Company
was spun off, the technical team was part of Honeywell's Systems and Research
Center, engaged in research and the development of computer security
technologies under US government contracts. At that time the Company developed
its core security technologies, including its patented "type enforcement"
technology ("Type Enforcement") for the National Security Agency ("NSA") and
other government agencies. These US government agencies continue to fund a major
portion of the Company's research and have also been the primary customers for
the Company's network security products.
During 1996, the Company acquired Webster Network Strategies, Inc., a
Naples, Florida based developer of web monitoring and filtering software; Border
Network Technologies Inc. (now known as Secure Computing Canada, Ltd.), a
Toronto based network security software developer; and Enigma Logic, Inc., a
Concord, California based maker of network authentication software. Each entity
is a wholly-owned subsidiary of Secure Computing Corporation. The acquisitions
brought the Company Internet monitoring, improved identification and
authentication and complimentary firewall technologies as well as access to an
established global network of distributors and resellers.
Based upon its understanding of the features in products and of the
services offered by the Company's competitors, the Company believes that its
products and services provide one of the most comprehensive network and
internetworking security solutions available in the market today.
INDUSTRY BACKGROUND
PRIVATE NETWORKS. Enterprise computing has evolved over the past
twenty-five years from mainframe computers supporting a number of terminals
toward networks of inter-connected personal computers. As the cost of personal
computers has decreased, organizations increasingly began to connect personal
computers into local-area networks ("LANs") in order to share data and
applications within work groups. As network technology has advanced,
organizations have connected together geographically dispersed LANs into
wide-area networks ("WANs"). Originally each vendor provided network support
using its own proprietary suite of network, transport, and application
protocols, Novell IPX/SPX, IBM SNA, etc. Today, most vendors either support the
standard TCP/IP protocol suite either by providing an implementation with their
products and/or by providing gateways that translate between their proprietary
protocol suite and the TCP/IP suite. As a result, an increasing number of
businesses are using the standard TCP/IP protocol suite for at least some of
their internal network communications.
This presents several advantages to an organization. They can combine
mainframes, UNIX servers and personal computers running on different operating
systems such as DOS, Windows 95 or NT, and the Macintosh operating system into a
single network. They can support remote access from other private networks to
provide customer support bulletin board services, ordering and acknowledgment
using electronic data interchange ("EDI"), and database sharing. Since TCP/IP is
an open standard maintained by the Internet Engineering Task Force ("IETF"),
there are a large number of researchers and vendors developing new protocols to
support applications ranging from electronic commerce and digital cash to video
conferencing. Thus the utility of corporate networks and the opportunities to
use them in support of enterprise critical operations are growing. Most
importantly, the adoption of the TCP/IP protocol suite enables an organization
to use the Internet to implement a WAN, thereby extending its internal
information systems and enterprise applications to geographically dispersed
facilities, remote offices and mobile employees. The Internet provides a lower
cost, though insecure, alternative to private company networks.
THE INTERNET. The Internet, the publicly accessible global web of
inter-connected computer networks, allows any computer connected to it to
communicate with any other. Much of the recent rapid growth of the Internet and
the related World Wide Web is attributed to an increase in commercial access
providers and to organizations seeking to exploit the Internet for commercial
gain. Uses include intra- and inter-organizational communication and data
sharing, product marketing and advertising, interactive customer feedback, and
remote customer.
However, there are limits to how some organizations have chosen to use
the Internet. Many commercial organizations have established a "home page"
giving them a presence on the Internet but have not connected mission critical
internal networks to the Internet. As a result, these organizations' personnel
do not have full access to the resources of the Internet, and the organization's
customers, suppliers, and other business partners do not have timely access to
the organization's personnel and data. The Company believes that, due to the
sensitive nature of the information involved, the growth of commercial
organizations fully connected to the Internet and the broad introduction of
significant additional commercial uses of the Internet have been slowed by
security concerns, and will continue to be slowed by such concerns until use of
the Internet can be made significantly more secure.
NETWORK SECURITY. Networks and network transmissions are vulnerable to
a variety of attacks that can result in the compromise of either the secrecy or
the integrity of mission critical data or that can cause the loss of services
critical to the organization. The National Institute of Standards and Technology
(the "NIST") has identified the TCP/IP protocol suite and the Internet as
particularly vulnerable to attack. Individuals have been able to exploit
weaknesses in the protocol suite and network configurations to gain unauthorized
access to network transmissions and individual computers, and have used such
access to alter or steal data or, in some cases, to launch destructive attacks
on data and computers within a compromised network. A number of recent attacks
have garnered significant publicity and have brought attention to the attackers'
techniques (given colorful names such as "packet spoofing," "password sniffing,"
"Trojan horses" and "session hijacking"). Moreover, the Internet itself serves
as a threat multiplier. Knowledge of attacks and the software required to mount
these attacks spreads quickly through the hacker community. Thus, an attacker
does not need to be especially sophisticated. Moreover, the attacker can launch
the attack from anywhere on the Internet, often hopping from site to site to
hide his identify and true location.
Security conscious industries such as financial services, insurance,
healthcare, telecommunications and defense have typically addressed network
security concerns by using private networks. This is not an alternative for some
organizations that want to take advantage of the business opportunities provided
by networked computing in general and the Internet in particular. Even within
private networks, the increasing number of authorized users having direct access
to expanding networks and the data contained on such networks has increased the
need to provide protection for financial results, personnel files, research and
development projects and other sensitive data. Moreover, these private networks
do not lend themselves to the rapid reconfiguration necessary to support the
dynamic needs of companies as they form new alliances and terminate old ones in
a constantly shifting sea of virtual enterprises. What is needed is an
integrated set of security products that enables a corporation to connect safely
to the Internet and to rapidly reconfigure its information security policy as
the business climate and alliances change.
The Company believes that the combination of security concerns and the
relatively small number of businesses offering comprehensive, flexible,
enterprise-wide security solutions presents a significant commercial opportunity
for providers of network security products and services.
ELEMENTS OF NETWORK SECURITY. The Company has identified a number of
key elements of an effective network security solution, each of which should be
addressed by an organization in order for it to secure its information networks
from unauthorized access. These features are security policy, identification and
authentication, access control, encryption, administration, and audit.
* SECURITY POLICY -- the means by which an organization determines
which users and other network principals have access to its network, which
actions each principal is permitted to take, and how the network will be
managed. Security products must be flexible enough to support a variety of
polices and easy to reconfigure when an organization's policies change.
* IDENTIFICATION AND AUTHENTICATION -- the means by which the
organization identifies principals attempting to gain access to a network, and
confirms the source of transmissions over the network.
* ACCESS CONTROL -- the means by which a principal is prevented from
taking unauthorized actions, such as importing (exporting) information from (to)
the Internet.
* ENCRYPTION -- the means by which information, whether in storage or
in transmission, is kept private and its integrity is maintained in the event
that a transmission is intercepted or the storage medium is stolen or tampered
with.
* ADMINISTRATION -- the ability of a network administrator to configure
the network's security features to implement the organization's security policy.
* AUDIT AND ACCOUNTING -- the ability to monitor activity in the
network, to detect and respond to abuse of information assets, and to hold
principals accountable for their actions.
SECURE COMPUTING'S SOLUTION
Based upon its understanding of the features in products and of the
services offered by the Company's competitors, the Company believes that its
current family of products and services address the key elements of network
security and provide one of the most comprehensive solutions available in the
market today. The Company offers fee-based consulting services to assist
potential clients in identifying security threats and vulnerabilities and
designing security policies.
Access control is implemented through the Company's firewalls and
Secure Network Server, which permit privilege to be determined by user,
application or data file and type of access to files (for example, read, write
or execute) and ensure that access to one set of applications and data files
does not enable access to system files or other types of files. The Company's
firewalls are also compatible with data encryption software and hardware
products currently available from third parties. The Company's SafeWord products
use one-time dynamically changing passwords to provide identification and
authentication. The Company's firewalls also currently support third-party
identification and authentication tokens. The Company's SmartFilter (formerly
WebTrack) product provides the ability to monitor and filter use of the Internet
at the server level to increase productivity while reducing exposure to
liability.
TECHNOLOGY
FIREWALLS
The Company was among the first vendors of modern firewalls and, as
a result, has created technologies that provide the highest levels of security
with robust features. These technologies are described below.
TYPE ENFORCEMENT. The key to the flexibility and effectiveness of
certain of the Company's firewalls is the Company's patented "Type Enforcement"
technology. Type Enforcement allows comprehensive control of a user's access to
data by type of access (read, write or execute). Type Enforcement serves two
critical security design functions: domain separation and network separation.
Domain separation under Type Enforcement separates each such
application into a separate domain, and permits privilege within each domain to
be defined with a high degree of detail. Access to each application is
controlled by a domain definition to be defined with a high degree of detail.
Access to each application is controlled by a domain definition table which maps
out the various application functions and data files that can be accessed and
what type of access is allowed (for example, read, write or execute). This
feature is currently used to host read-only World Wide Web pages and to receive
anonymous FTP file transfers, which the firewall protects from being defaced or
otherwise altered by anyone other than the system administrator. Because the
operating system refers to this table at every system call or request, the
domain definition table cannot be circumvented. By preventing a breach in one
domain from allowing access to any other domain, the separation of domains
serves a function analogous to watertight compartments used in a ship.
An organization's administrator defines privilege within domains.
System administration functions are in a domain separate from application
domains. In addition, critical security functions, such as programs for changing
the domain definition table and user lists, can only be executed while network
operations are disabled. This prevents an unauthorized user from observing the
domain definition table, or gaining access to the system files while the system
administrator is performing administrative functions.
Network separation under Type Enforcement effectively separates a
firewall's connection to the internal, secure network from its connection to
external, insecure networks such as the Internet. Type Enforcement permits the
control not only of access by authenticated users to either network, but also of
the transfer of network applications, such as electronic mail, telnet (host
access) and file transfer, between the separated networks. Each network
connection has its own Internet address. The external address enables an
organization's presence to be visible to the Internet community. The internal
address is not visible from the Internet, which prevents the disclosure of the
organization's network configuration information, which could be used to locate
unprotected points of access to the protected network, or otherwise to
facilitate unauthorized access.
With network separation, each type of network application, such as
electronic mail or FTP, runs in its own domain on both the external side and the
internal, secured network side. Transmissions are forced to take a specific
route when moving between the internal and external domains for each specific
application. As data is transferred between the external and internal network
domains, address information is removed and replaced. Special software filter
programs can also be executed at this time. Filters can be configured to prevent
passage of certain types of data, such as encrypted data, data marked
"proprietary" or "confidential", or files containing executable programs, which
can then be routed through a virus check program. Access to the external stack
cannot be used to gain access to the protected network, effectively stopping
most types of network attacks.
Type Enforcement allows users to send and receive electronic mail,
search network news or the World Wide Web using standard web browsers, transfer
files, and access other Internet services without first logging onto a separate
Internet server. Unlike many encryption solutions, the use of Type Enforcement
results in no noticeable performance degradation in using network applications.
HARDENED KERNEL. This technology enables the creation of a product that
may be used by individuals without a sophisticated knowledge of computer
systems. The core of the architecture of this operating system is a "hardened
kernel." To combat the inherent insecurity of standard operating systems, this
approach secures the operating system in order to create a solid foundation for
an all encompassing security solution, rather than attempting to wrap a layer or
layers of security around an existing operating system. The secure foundation
may then be combined with packet filtering, gateway proxies, secure application
servers, and encryption. Each subsequent layer of functionality is then secured
and integrated into the system, which allows the firewall to monitor, filter,
authenticate and control network and incoming traffic.
This technology incorporates secured application servers, such as World
Wide Web and e-mail, directly into the firewall, fully integrating them into the
core security system and enabling them to run in independent isolated
environments in the firewall. In the event that a server or application is
compromised, the rest of the firewall's servers and applications are unaffected.
An additional feature that may be incorporated with the "hardened
kernel" technology, Secure Server Net ("SSN") provides a secure network to house
third party network servers such as an interactive database or other information
server. Instead of placing these publicly accessible services on the external
network where they would be subject to attack, or on the protected network which
compromises internal security, the SSN provides a third network that is
protected by the firewall for the safe deployment of these services. Due to the
protected nature of the SSN, if one of these third party servers is penetrated,
the internal network remains uncompromised.
COMPREHENSIVE AUDIT AND LOGGING. This technology allows the Company's
firewalls to provide comprehensive audit, logging and report generation tools to
enable effective management reporting of all access attempts. Special security
alarms and alert notifications bring unauthorized access attempts to the
immediate attention of the administrator. For example, an organization may
configure its firewall with traps which trigger an alarm, alerting a network
administrator (by paging the administrator if desired) to the attack in
progress. Moreover, the firewall can be configured to lure the unauthorized user
to continue the attack by making it appear that the attack is succeeding, while
implementing software countermeasures which log the attack and trace the attack
to its source. The triggers can also be configured to immediately terminate
access.
TRANSPARENCY. This technology enables the Company's firewalls to
provide unobtrusive security by seamlessly integrating a firewall into new or
existing networks without interfering with legitimate corporate network services
and business requirements. As a result, the Company's firewalls do not alter the
work behavior of internal users nor do they require modification to existing or
new software in use on the protected network.
IDENTIFICATION AND AUTHENTICATION
The Company's identification and authentication technology results from
more than a decade of efforts in network authenticating technology. The Company
has three patents for this technology. Described below are the significant
features of this technology.
DYNAMIC PASSWORDS. Dynamic password technology is compatible with
existing computing and networking equipment utilized by most organizations.
Since each password only can be used one time, methods of electronically trying
many passwords have an extremely low mathematical probability of being
successful. Physical observation or electronic interception of the entered
password will not enable the eavesdropper to gain access, without calculating a
subsequent authorized dynamic password, a process made extremely unlikely by the
use of the Data Encryption Standard ("DES") algorithm. The DES algorithm is
widely recognized as a government certified and industry-tested standard.
Databases of user authentication codes and authorizations are themselves
encrypted utilizing the DES algorithm for further protection from unauthorized
access.
AUTHENTICATION PROTOCOLS AND INTERFACE MODULES. This technology
supports existing and emerging authentication protocols, including four TCP/IP
based protocols, XTACACS, TACACS+, RADIUS and EASSP. Certain of these
authentication protocols have been adopted by many manufacturers of access
equipment, and permit transmission of a user's name and password from numerous
connection points and through various network connectors, gateways, routers,
servers and ports to the authentication server. In addition, a linkable library
of files, allows customers to create support for other levels of authentication
at either the application or the transaction level. The application interface
can be linked by a customer with virtually any application or new or customized
authentication products. After such linkage, execution of the application will
permit the application or product to pass a user-entered name and dynamic
password to the application interface, which after communicating through the
software returns the result of the authentication query to the application or
product.
OPEN ARCHITECTURE AND INTER-OPERABILITY. The Company's identification
and authentication technology has been designed to allow its operation on a wide
variety of platforms and to be compatible with a wide range of
telecommunications products and protocols, which is important to organizations
operating a heterogeneous computing environment. Moreover, it supports multiple
token types manufactured by the Company and others with a single network.
SCALABILITY. One database can support greater than one million users,
and each authentication server can contain several databases. Further a high
volume of user authentication requests may occur through the use of multiple
servers which are automatically synchronized.
FULLY DOWNLOADABLE, ALL SOFTWARE SOLUTION. The technology permits a
downloadable, all software solution. Thus, through the use of a combination of
the Company's network authentication software and software password generators
or "tokens", an organization can achieve an all-software authentication solution
for its network. Such an all software solution reduces the aggregate cost of the
authentication systems and, since the basic software may be down-loaded from the
Company's World Wide Web site, allows for rapid installment of an authentication
system on an organization's network.
FAULT TOLERANCE. With this feature, databases are automatically
mirrored on each of up to four servers on a network to achieve fault tolerance.
As a result, a computer hardware failure of one server does not prevent the
authentication of users.
INTERNET MONITORING AND FILTERING
The Company's Internet monitoring and filtering technology includes
three main elements: control list, multiple platform functionality and
programming toolkit.
CONTROL LIST. Control List is a database of URLs for major Internet
protocols (HTTP, FTP, NNTP, and GOPHER) representing sites, portions of sites,
or discrete documents available on the Internet that meet the criteria of one or
more of the 27 categories the control list currently supports. The distributed
form of the control list is binary, using a secure hash algorythm to both
protect the actual contents of the database, and to form the basis of efficient
runtime access for URL filtering. Proprietary tools are used to perform updates
to the control list efficiently and effectively, including Human-Computer
Interface and automated web robots (variations on the spiders used by most
Internet search engines), which provide candidate URLs from a variety of sources
for review by list technicians.
MULTIPLE PLATFORM FUNCTIONALITY. Multiple Platform Functionality
includes Web proxies for UNIX and Windows NT, plug-ins for leading
general-purpose proxies such as Netscape Proxy Server and Microsoft Proxy
Server, and proxy-based enhancements to the Company's line of firewall products.
In all cases the monitoring and filtering applications leverage the widely
accepted concept of proxies for fundamental Internet protocols.
PROGRAMMING TOOLKIT. Programming Toolkit is an application programming
interface to the core functionality of the control list which is used as a
high-level development tool for developing customized monitoring and filtering
applications. The Programming Toolkit is used internally and externally by
third-party vendors.
PRODUCTS AND SERVICES
The Company's security products are designed to enable secure and
productive electronic commerce. Based upon its understanding of the features in
products and of the services offered by the Company's competitors, the Company
believes that its products, in combination with its consulting services, provide
one of the most comprehensive network security solutions available in the market
today.
SIDEWINDER. The Sidewinder(TM) 3.0 Internet Firewall provides perimeter
security, IPSec interoperable encryption, strong identification and
authentication using DES or FORTEZZA, and binary and keyword e-mail filtering to
perform context sensitive scanning. Sidewinder is a user-transparent,
high-assurance application gateway firewall that employs Type Enforcement(TM)
technology which divides the firewall into domains and controls the processes
run in each. Sidewinder incorporates S/WAN, SmartFilter(TM), an enhanced GUI,
remote management, enhanced audit and reporting, FDDI, fast Ethernet
connections, and the ability to connect up to four networks. To date, the
Sidewinder Internet challenge site, which encourages attackers to breach the
firewall's security for a cash reward, has never been breached in over 4,000
attacks. The Sidewinder firewall has received the 1995 "Security Product of the
Year" award from LAN MAGAZINE, the "Best New Security Product" and "Best
Internet Firewall" readers' choice awards in 1995 and 1996 from INFOSECURITY
NEWS and in 1995 a BYTE MAGAZINE editor's choice award.
BORDERWARE FIREWALL SERVER. The BorderWare(TM) Firewall Server 4.0 is a
combined Internet gateway and application gateway firewall security system. It
combines Internet application-level servers -- including World Wide Web, Mail,
News and Name Services, with proxies for applications such as Mosaic, Telnet,
and File Transfer -- with a transparent Internet Protocol firewall. The
BorderWare Firewall Server is a turnkey, plug-and-play firewall and Internet
gateway system using hardened kernel technology. The simplicity of installation
and use make BorderWare well suited to a multi-level distribution strategy.
BorderWare finished first in the November, 1996 INFOWORLD firewall comparison
and in May 1996, NETWORK WORLD recommended the BorderWare Firewall Server as one
of the three leading products that should be considered when purchasing a
firewall.
SECURE COMPUTING FIREWALL FOR NT. Introduced in March, 1997, Firewall
for NT is a user-transparent application gateway firewall designed specifically
for the Microsoft Windows NT operating system. Firewall for NT interoperates
with the Company's SmartFilter and SafeWord product lines. Firewall for NT uses
Protocal Capture Engine Technology ("ProCap") which captures all network packets
for firewall analysis. Further security is provided through the interoperating
Suspicious Activity Monitor, access control lists, and automated audit, logging
and reporting.
SECURE NETWORK SERVER. The Company sells its Secure Network Server
products to government customers. The Company's current Secure Network Server
product, LOCKguard, is a UNIX-based computer which uses dual protocol stacks,
Type Enforcement, filtering and message encryption to serve as a highly secure
e-mail firewall.
SAFEWORD. SafeWord provides centralized identification and logon
service to ensure secure access to remote data communications products, Internet
firewalls and networked hosts for any enterprise, avoiding the risks associated
with the use of static passwords. By supporting a broad array of authenticators,
SafeWord allows customers to protect investments in existing tokens. The
SafeWord family of products was designed and developed to provide technological
features that are intended to make the products particularly attractive to most
large organizations.
SafeWord network authentication software operates on a wide variety of
platforms, including various versions of UNIX, VAX, IBM mainframes, Tandem,
Stratus, Novell and other systems, and is compatible with a wide range of
telecommunications products and protocols, including those offered by Cisco
Systems, Inc., Ascend Communications, Inc., Shiva Corp., 3Com Corp. and Bay
Networks, which is important to organizations operating a heterogeneous
computing environment. SafeWord also works in conjunction with existing
authorization software developed for IBM mainframe systems including RACF, ACF2
and Top Secret, which is valuable to customers using a large number of existing
business applications and databases residing on such systems.
SafeWord network authentication software supports a large number of
hardware token alternatives, including tokens manufactured by AssureNet
Pathways, Inc., Racal-Guardata, Inc., CryptoCard, Digiline, ActivCard, Inc.,
Leemah DataCom Security Corporation and others, most of which utilize the DES
algorithm. SafeWord databases of authenticated users are encrypted utilizing the
DES algorithm for further protection from unauthorized access. A computer
hardware failure of one SafeWord AS server does not disable the customer's
ability to authenticate users because SafeWord AS is designed to be fault
tolerant. SafeWord AS offers high throughput, which enables users to support a
high volume of user authentication requests through the use of multiple servers
which SafeWord AS keeps automatically synchronized. SafeWord AS software is
flexible in allowing the customer to use fixed password security, dynamic
password security or, in the future, card readers and/or biometric security
methods, giving customers flexibility in determining which methods are
appropriate for given users, processes, systems or applications.
The Company also currently offers hardware tokens or SafeWord SofToken,
a software based password generator, or "token".
LOCKOUT. LOCKout's strong authentication allows remote access security
login over networks by employing dynamic password techniques using DES and/or
FORTEZZA-based encryption standards.
SMARTFILTER. SmartFilter, formerly known as WebTrack, controls and
monitors Internet use within an enterprise to ensure enterprise productivity. By
employing a customizable control list, this software application restricts
non-business related browsing on the Internet. SmartFilter can prevent
degradation of network performance and protect an enterprise from undesirable
content entering the workplace or educational institution. SmartFilter logs all
Internet access, report usage statistics and block for HTTP, FTP, GOPHER and
NNTP. The control list is updated weekly which eliminates the need to
continually search and identify inappropriate or undesirable Internet sites.
CONSULTING SERVICES. The Company provides consulting services to help
clients improve their network security. Clients receive the assistance of the
Company's staff, which is experienced in the practical application of security
principles and suitable technology to minimize the risks of continued business
operations conducted over networks.
The standard consulting product of the Company is the investigation and
analysis of a client's operational and information security issues. The
investigation includes a variety of interviews, observations, and technical
tools. The Company's security experience is applied to the analysis of a
client's critical information assets and systems, business objectives and
operational environment, and the subsequent identification of potential threats
and risks. The process is documented in written reports and oral presentations
which clearly describe what action the client should take to improve their
security posture. Recommended actions may include network redesign, policies,
procedures, and training, as well as specific technology such as cryptography,
authentication tools and firewalls. Additional consulting services include
customized security policies, security architecture, and a variety of either
standard or customized security related training, as well as fully customized
consulting, based on specific customer needs.
CUSTOMER SUPPORT
In addition to the services described above, the Company provides
on-site installation assistance and training for its products. The Company also
offers specialized training at the Company's facilities in Roseville, Minnesota,
Concord, California and Vienna, Virginia.
Customers may purchase a software support and upgrade service for an
annual fee. Product feature upgrades released with new features or capabilities
are made available to software support subscribers. Basic hardware support is
provided pursuant to the Company's basic warranty terms. Extended warranties are
available for an annual fee. Enhanced hardware support may be purchased either
to provide service during normal business hours or at all times (24 hours a day,
7 days a week) for up to three years. The Company currently provides hardware
support through contracts with third party support vendors and by using Company
employees. Software updates and technical support are provided through program
fix releases to customers, when necessary to fix bugs or to provide enhancements
to existing software features.
The Company provides limited hardware and software warranties to users
for one year from acceptance of a product, and will provide contractual
maintenance, service of the hardware and upgrades of software for a fee after
warranty expiration. In many instances the Company's warranties are in turn
supported by warranties received by the Company from its manufacturers and
suppliers.
GOVERNMENT CONTRACTS
From its inception, the Company has been engaged in research and
development of security technology under contracts with departments and agencies
of the U.S. government, including the NSA. Government contracts have provided
substantial revenue in each year of its existence, providing the Company with
the financial resources to assemble what the Company believes is the largest
group of scientists and engineers dedicated to computer system security employed
by any commercial enterprise. Government agencies under directives to comply
with the NSA's standards represent a base of potential customers.
Most of the Company's contracts require the Company to perform
specified services, for which the Company is reimbursed for actual cost plus a
fee. The Company's NSA Secure Network Server research and development contract
accounts for a majority of the Company's government development contract
business. A contract modification was executed in early July 1996 that changed
the contract to a fixed-fee basis and increased the contract to $54 million from
$35 million, of which $44 million has been recognized through February 28, 1997.
The revised scheduled completion date is November 1997. The Company estimates
that the aggregate fee to be received over the course of the contract will be
approximately 6%. The Company used a rate of 5.5% in recognizing revenue in
1996, based on its estimate of the remaining award fee to be earned under the
contract.
Under its cost-reimbursement contracts, the Company bears the risk that
increased or unexpected costs required to perform the specified services may
reduce the Company's fee. Pursuant to their terms, these contracts are generally
also subject to termination at the convenience of the applicable government
agency. If a contract is terminated, the Company typically would be reimbursed
for its costs to the date of its termination plus the cost of an orderly
termination plus the cost of an orderly termination and paid a portion of the
fee. No terminations of the Company's cost-reimbursement contracts have
occurred.
The Company's U.S. government contracts are subject to audit by a
designated government audit agency, which currently is the DCAA. The DCAA has
periodically audited the Company's contracts without any material cost
disallowances.
CUSTOMERS
The Company's current commercial customers and prospects are likely to
consider network security solutions a high priority, because they routinely deal
with proprietary or highly sensitive information.
Based upon its experience and understanding of the existing network
security market, the Company believes that the Company's customer base will
broaden as a result of the continuing education of purchasers through trade and
other publications discussing the relative merits and limitations of
commercially available security products.
Customers within the U.S. government for the Company's products and
services include the Department of Defense (both directly and through the NSA),
which is the single largest government user of classified processing systems,
and the Department of Energy. The Company also targets other agencies within the
U.S. government.
The Company also has foreign governments and businesses as customers.
The Company sells its products in western Europe, the Middle East, Australia and
the Pacific Rim, mainly through reseller channels.
SALES AND MARKETING
SALES. The Company currently sells its products in domestic markets
through both a direct sales force and distributor/reseller networks. Based upon
its experience and understanding of the existing network security market, the
Company believes that the network security market can require a high degree of
direct interaction with and education of potential customers. The Company
believes that a direct sales force is necessary, especially for larger
corporations, to differentiate the Company's products from those of its
competitors, to work with customers to provide security solutions for the
protection of network resources and to obtain insights into customers' future
security requirements. The Company's direct sales staff solicits prospective
customers and provides technical advice and support with respect to the
Company's products. At March 21, 1997, the Company had a sales force of 41
individuals, of whom 5 individuals sold solely to the U.S. government. As sales
of the Company's commercial products increase, the Company will hire additional
sales staff. In addition, the Company has significant experience in selling
security products to the U.S. government. The Company plans to continue to
direct sell its products to the U.S. government utilizing its internal
government sales force. From time to time, the Company may enter into teaming
relationships with third-party government contractors.
The Company also, however, has created a multi-channel network of
distributors and other resellers. This network sells mainly to the mid-size and
small business markets, specializing in the Company's "channel ready" products.
Channel ready indicates the products are fairly standardized with less
customized features, easy to install and require less ongoing customer support.
The Company will seek relationships with additional distributors and other
resellers in order be in a position to sell through alternate channels as these
channels develop.
The Company currently sells its products outside of the United States
through an international distribution network. The Company believes that
international markets present a potentially large market for network security
products. Export controls on cryptographic products may place limits on the
export of the Company's products to certain countries identified from time to
time by the U.S. Department of State. In addition, certain of the Company's
government products are subject to U.S. government contracting regulations and
to the International Trade in Arms Regulation ("ITAR"), which restricts the
export of certain products affecting national security. These regulations could
restrict the Company's ability to sell its products to foreign governments and
businesses identified from time to time by the U.S. Department of State,
creating delays in the introduction of the Company's products in international
markets.
The Company attempts to limit its liability to customers, including
liability arising from a failure of the security features contained in the
Company's products, through contractual limitations of warranties and remedies.
However, some courts have held similar contractual limitations of liability, or
the "shrinkwrap licenses" in which they are often embodied, to be unenforceable.
Accordingly, there can be no assurance that such limitations will be enforced.
The following table summarizes information about the Company's foreign
and domestic sales and operations:
YEAR ENDED DECEMBER 31,
------------------------
(In thousands) 1996 1995
- -------------------------------------------------------------
Revenue:
United States customers $31,683 $24,028
International customers 8,579 3,902
------- -------
$40,262 $27,930
======= =======
Operating income (loss):
United States operations ($17,709) ($682)
International operations (7,385) 50
------- -------
($25,094) ($632)
======= =======
YEAR ENDED DECEMBER 31,
-----------------------
(In thousands) 1996 1995
- -------------------------------------------------------------
Identifiable Assets:
United States operations $32,259 $42,963
International operations 4,516 1,298
------- -------
$36,775 $44,261
======= =======
Substantially all of the Company's sales and operations in 1994 were
based in the United States.
MARKETING. At March 21, 1997 the Company had 25 marketing employees. In
support of its sales efforts, the Company conducts sales training courses, and
deploys comprehensive targeted marketing programs, including direct mail, public
relations, advertising, seminars and trade shows, and ongoing customer and
third-party communications programs. The current marketing emphasis of the
Company is targeted advertising and other direct marketing programs, whereas
previously the Company emphasized trade shows. The Company has entered into
strategic marketing relationships with various vendors of communications,
security, and network management products. Certain of these vendors recommend
Secure Computing products along with their solutions to meet customers' security
needs. The potential increased revenues from such relationships may be reduced
by requirements to provide volume price discounts and other allowances, and
significant costs incurred in customizing the Company's products. Although the
Company does not intend that such relationships be exclusive, the Company may be
required to enter into an exclusive relationship or forego a significant sales
opportunity. To the extent the Company becomes dependent on actions by such
parties, the Company could be adversely affected if the parties fail to perform
as expected.
The Company also seeks to stimulate interest in network security
through its public relations program, speaking engagements, white papers,
technical notes and other publications, and through its Sidewinder Challenge
Site. Although the success of the challenge site has generated publicity for the
Company and helped to establish a favorable reputation for the Company's
security products, the Company expects that, as attack methods become
increasingly sophisticated, the Sidewinder challenge eventually could be met.
The Company uses information gained from attacks to help it improve its
products.
COMPETITION
The market for network security products is intensely competitive and
characterized by rapid technological change. The Company believes that
competition in this market is likely to persist and to intensify as a result of
increasing demand for network security products. The principal competitors for
the Company's existing products include Advanced Network & Services, Inc. (which
is owned by America Online, Inc.), CheckPoint Software Technologies Ltd., Raptor
Systems, Inc., CyberGuard Corporation, Sun Microsystems, Inc., Trusted
Information Systems Inc., Security Dynamics, Inc., AssureNet Pathways, Inc., CKS
Group, Inc., Blockade, Leemah DataCom Security Corporation and Racal-Guardata,
Inc.
The Company may also face competition from these and other parties in
the future that develop computer and network security products based upon
approaches similar to or different from those employed by the Company. There can
be no assurance that the market for network security products will not
ultimately be dominated by approaches other than the approach marketed by the
Company. While the Company believes that it does not compete against
manufacturers of other classes of security products (such as encryption) due to
the complementary functions performed by such other classes, there can be no
assurance that the Company's customers will not perceive such other companies as
competitors of the Company.
The Company believes that the principal competitive factors affecting
the market for computer and network security products include level of security,
technical features, ease of use, capabilities, reliability, customer service and
support, distribution channels and price. Based upon its understanding of the
features in products and of the services offered by the Company's competitors,
the Company believes that its products currently compete favorably with respect
to such factors.
Current and potential competitors have established or may in the future
establish cooperative relationships among themselves or with third parties to
increase the ability of their products to address the security needs of the
Company's prospective customers. Accordingly, it is possible that new
competitors or alliances may emerge and rapidly acquire significant market
share. If this were to occur, the financial condition or results of operations
of the Company could be materially adversely affected.
BACKLOG
The Company's backlog for commercial products as of February 28, 1997
was approximately $500,000. The Company does not believe that its commercial
backlog at any particular point in time is indicative of future sales levels.
The Company's backlog relating to its government contracts as of February 28,
1997 was approximately $13.7 million. Backlog historically has represented firm
government orders for research and development services. Funded backlog
represents that portion of backlog for which the Company's government customers
have actually obligated payment. At February 28, 1997, approximately $2 million
of the Company's government contract backlog was funded.
MANUFACTURING
The Company's hardware manufacturing operations consist primarily of
purchasing of hardware components, final assembly and system testing. Hardware
components used in certain of the Company's products consist of commercially
available computers, memory, displays, power supplies and third party
peripherals such as hard drives and network interface cards. The Company also
purchases software media and user documentation for its software products and
uses subcontractors for its duplication services. The Company's manufacturing
processes utilize principles that conform to ISO 9001 standards for which the
Company received full certification in 1996.
The Company generally obtains most parts and components from a single
vendor to maintain quality control and enhance its working relationship with
suppliers. While the Company believes that alternate sources of supply could be
obtained, the Company's inability to develop alternative sources if and as
required in the future could result in delays or reductions in product shipment
which could have a material adverse effect on the Company's operations.
The hardware component of the SafeWord system involves hardware tokens
and token programmers. The Company has historically contracted for the
manufacture of its hardware tokens with Kwang Woo Electronics, Inc. ("Kwang
Woo"), an assembly subcontractor located in South Korea. Through 1997, the
Company anticipates that a substantial portion of tokens it contracts for will
be produced by Kwang Woo. After delivery, the tokens are checked for quality
and, if desired by the end-user, programmed.
The Company currently has limited sources for the manufacture of its
hardware tokens and token programmers. While the Company has generally been able
to obtain adequate supplies of these products in a timely manner from current
vendors and believes that alternate vendors can be identified if current vendors
are unable to fulfill its needs, delays or failure to identify alternate
vendors, or a reduction or interruption in supply or a significant increase in
the manufacturing costs could materially adversely affect the results of
operations.
RESEARCH AND DEVELOPMENT
Internal development of new products and features is performed by the
Company's internal engineering staff. The Company's government contracts support
a far larger research and development program than the Company's own independent
research and development efforts. Of the Company's total of 196 engineering
employees at February 28, 1997, 51 hold post-graduate degrees.
The Company intends to keep its products broadly compatible with a
variety of host computer configurations and other network security products and
other network applications, and will introduce new products as market demand
develops for such products. The Company researches and attempts to design its
products to be able to support emerging security standards, such as the secure
socket layer and secure http protocols.
The Company will continue to seek government research and development
contracts to maintain its high technology base and its reputation as a security
technology leader. The Company currently has research and development contracts
with government agencies, including the NSA. These contracts address information
security for operating systems, secure applications for database management
systems and security policy research. The Company continuously pursues
additional contracts with these organizations.
PATENTS AND PROPRIETARY TECHNOLOGY
The Company relies on patent, trademark, copyright and trade secret
laws, employee and third-party non-disclosure agreements and other methods to
protect its proprietary rights. The Company currently holds eight patents and
has fifteen patent applications pending in the United States relating to
computer security software and hardware products. The Company has also filed
patent applications in Western Europe, Japan, Israel and Australia. The Company
believes that its patents are broad and fundamental to network security computer
products. While the Company believes that the pending applications relate to
patentable devices or concepts, there can be no assurance that any pending or
future patent applications will be granted or that any current or future patent,
regardless of whether the Company is an owner or a licensee of such patent, will
not be challenged, invalidated or circumvented or that the rights granted
thereunder or under licensing agreements will provide competitive advantages to
the Company.
The Company's success is dependent in part upon its proprietary
software and security technology. The Company also relies on trade secrets and
proprietary know-how which it seeks to protect, in part, through confidentiality
agreements with employees, consultants and other parties. There can be no
assurance that these agreements will not be breached, that the Company will have
adequate remedies for any breach, or that the Company's trade secrets will not
otherwise become known to or independently developed by competitors. In
addition, under its contracts with the Company, U.S. government agencies have
the right to disclose certain technology developed with government funding to
competitors of the Company as part of the establishment by the Government of
second-source manufacturing arrangements or competitive bidding.
The Company is not aware of any patent infringement charge or any
material violation of other proprietary rights claimed by any third party
relating to the Company or the Company's products. The computer technology
market is characterized by frequent and substantial intellectual property
litigation. Intellectual property litigation is complex and expensive, and the
outcome of such litigation is difficult to predict.
The Company has received or applied for trademark protection in the
United States for its Sidewinder, Borderware, SafeWord and SmartFilter marks.
REGULATION AND GOVERNMENT CONTRACTS
Other than government contracting regulations described above under
"Government Contracts," the Company is not currently subject to direct
regulation by any government agency, other than regulations applicable to
businesses generally. There are currently few laws or regulations directly
applicable to access to or commerce on the Internet. However, due to the
increasing popularity and use of the Internet, it is possible that a number of
laws and regulations may be adopted with respect to the Internet, covering
issues such as user privacy, pricing and characteristics and quality of products
and services. In addition, the adoption of laws or regulations may decrease the
growth of the Internet, which could in turn decrease the demand for the
Company's products and increase the Company's cost of doing business or
otherwise have an adverse effect on the Company's business, operating results or
financial condition.
EMPLOYEES
At February 28, 1997, the Company employed 375 full-time and 25
part-time employees. No employee of the Company is represented by a labor union
or is subject to a collective bargaining agreement. All employees are covered by
agreements containing confidentiality provisions. The Company believes it
maintains good relations with its employees.
EXECUTIVE OFFICERS
The executive officers of the Registrant are:
NAME AGE POSITION
----------------------------------------------------------------------
Jeffrey H. Waxman 50 Chairman of the Board, Chief Executive
Officer, President and Director
Timothy P. McGurran 34 Vice President of Finance and Operations,
Treasurer and Chief Financial Officer
James Boyle 55 Vice President and General Manager,
Government Division
Christine Hughes 50 Vice President of Marketing
Gary D. Taggart 43 Vice President of Sales
Glenn G. Mackintosh 34 Vice President and General Manager,
Firewall Division
JEFFREY H. WAXMAN has been Chairman of the Board since January 1997 and
President, Chief Executive Officer and director of the Company since November
1996. From June 1995 through August 1996, Mr. Waxman was the Executive Vice
President and General Manager of the Application Group of Novell Inc., a network
software provider. From November 1992 through June 1995, Mr. Waxman was the
President and Chief Executive Officer of ServiceSoft Corporation. From November
1991 through January 1992, Mr. Waxman was the Chief Executive Officer of
Uniplex, Inc. Mr. Waxman currently serves on the Board of Directors of Cable-Sat
Systems, Inc. which is doing business as Compressent.
TIMOTHY P. MCGURRAN has been the Vice President of Finance and
Operations, Treasurer and Chief Financial Officer of the Company since May 1996.
Mr. McGurran was at Ernst & Young LLP from December 1984 to May 1996, where his
last position was Senior Manager.
JAMES BOYLE has been Vice President and General Manager of the
Government Division since August 1996 and was Vice President of Advanced
Research of Secure from April 1996 to August 1996 and was Government Program
Manager from October 1995 to May 1996. Mr. Boyle was an independent consultant
in the government contracting field from January 1991 to September 1995. From
1989 to January 1991, Mr. Boyle was Director of Government and Aerospace
Marketing at Convex Computer Corporation.
CHRISTINE HUGHES has been the Vice President of Marketing since
November 1996. Ms. Hughes was the Senior Vice President, Corporate Marketing at
Novell, Inc., a network software provider from December 1994 to August 1996.
From June 1991 to November 1994 Ms. Hughes was a Vice President at Xerox
Corporation.
GARY D. TAGGART joined the Company as Vice President of Sales --
Americas in October 1996 and became Vice President of Sales in January 1997.
Prior to joining Secure, Mr. Taggart was Vice President of Americas Sales for
Eicon Technology Inc., a Canadian manufacturer of communications products, from
December 1994 through September 1996. From 1989 to 1994, Mr. Taggart was Vice
President of Worldwide Sales for Storage Dimensions, Inc., a San Jose-based
manufacturer of network storage subsystems.
GLENN G. MACKINTOSH has been Vice President and General Manager of
Firewall Division and a director since August 1996. He was a co-founder of
Secure Computing Canada Ltd. formerly known as Border Network Technologies, Inc.
in January 1994 where he was Executive Vice-President from February 1996 to
August 1996 and Vice-President of Technology from January 1994 to February 1996.
Prior to co-founding Border Network Technologies, Inc., Mr. Mackintosh served as
Senior Network Specialist at the University of Toronto from 1991 to 1992 and
then as Supervisor of External Networks and Facilities Management Group from
June 1992 to August 1994.
Executive officers are elected annually by the Board of Directors and
serve a term of one year or until their successors are elected. None of the
above executive officers is related to each other or to any director of the
Company.
ITEM 2. PROPERTIES
The Company is headquartered in approximately 65,000 square feet of
office and production space in Roseville, Minnesota. The Company occupies these
premises under leases expiring at various times through the year 2006. The
annual base rent for this facility is approximately $920,000. The Company's
subsidiaries located in Toronto, Ontario, Concord, California and Naples,
Florida also lease office space totaling 54,000 square feet and with annual rent
totaling approximately $1,010,000. The Company recently opened a dedicated sales
and marketing office in San Jose, California with 7,000 square feet and annual
rent of $197,000. In support of its eastern U.S. field sales and support
organization, the Company also leases approximately 6,000 square feet of office
space in Vienna, Virginia. The annual rent for this facility is approximately
$146,000. The Company also has foreign offices in London, England and Munich,
Germany. The Company's principal facilities are highly utilized but adequate for
the Company's immediate needs. The Company has an agreement for an additional
10,000 square feet of space adjacent to the Roseville facility beginning in 1999
and believes that suitable additional space adjacent to current facilities will
be available to meet its needs, although the rent per square foot may exceed the
rate it is currently paying.
ITEM 3. LEGAL PROCEEDINGS
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders by the
Registrant during the fourth quarter of the fiscal year covered by this report.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
The Company's Common Stock trades on the Nasdaq National Market under
the symbol SCUR. The following table sets forth, for the fiscal quarters
indicated, a summary of the high and low closing prices of the Common Stock as
reported by the Nasdaq National Market.
High Low
---- ---
1995
Fourth Quarter (from 11/17/95)...... $60.50 $47.50
1996
First Quarter....................... $52.00 $21.00
Second Quarter...................... $35.25 $20.50
Third Quarter....................... $25.25 $9.50
Fourth Quarter...................... $12.50 $8.13
As of March 21, 1997, the Company had 235 stockholders of record which
includes thirteen holders of Exchangeable Shares and two holders of securities
that are immediately convertible into Exchangeable Shares and approximately
5,200 beneficial holders of its Common Stock.
The Company has never declared or paid any dividends on its Common
Stock. The Company currently intends to retain any earnings for use in its
business and therefore does not anticipate paying any dividends in the
foreseeable future.
ITEM 6. SELECTED FINANCIAL DATA
The following selected financial data is qualified in its entirety by
and should be read in conjunction with the more detailed consolidated financial
statements and related notes and "Management's Discussion and Analysis of
Financial Conditions and Results of Operations" included elsewhere herein.
During 1996, Secure Computing Corporation ("Secure") acquired Border Network
Technologies, Inc. ("Border") and Enigma Logic, Inc. ("Enigma") in transactions
accounted for as poolings of interests. All financial information has been
restated to reflect the combined operations of Secure, Border and Enigma.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
STATEMENT OF OPERATIONS DATA:
<S> <C> <C> <C> <C> <C>
Revenue:
Products and services..... 23,290,000 13,081,000 4,051,000 1,598,000 1,454,000
Government contracts...... $16,972,000 $14,849,000 $ 13,744,000 $ 9,389,000 $ 5,265,000
----------- ----------- ------------ ------------ -----------
Total revenue......... 40,262,000 27,930,000 17,795,000 10,987,000 6,719,000
Gross profit................ 21,465,000 13,079,000 7,120,000 4,244,000 2,933,000
Acquisition costs........... 13,069,000 -- -- -- --
Operating income (loss)..... (26,473,000) (633,000) 1,220,000 215,000 (922,000)
Net income (loss)........... (25,094,000) (632,000) 1,541,000 731,000 1,843,000)
Net income (loss) per share. (1.76) (.05) .17 .14 (.49)
DECEMBER 31,
----------------------------------------------------------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
BALANCE SHEET DATA:
Working capital (deficit)... $18,886,000 $34,292,000 $ 1,991,000 $ (731,000) $ (150,000)
Total assets................ 36,775,000 44,261,000 7,727,000 4,495,000 3,200,000
Long-term debt, less current
portion and redeemable
convertible preferred stock. -- 1,879,000 10,659,000 8,620,000 10,566,000
Stockholder's equity (deficit) 26,232,000 36,208,000 (5,996,000) (7,081,000) (9,574,000)
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
The Company produces and markets products designed to enable electronic
commerce by protecting an organization's computer network from access by
unauthorized users. Secure was organized in July 1989 to acquire certain assets
of a division of Honeywell, Inc., then engaged in research and development of
computer network security technology under a U.S. government contract. The
Comapny was reorganized in September 1995 as a Delaware corporation. In August
1996, the Company acquired Border Network Technologies Inc. ("Border") and
Enigma Logic, Inc. ("Enigma") in poolings of interests. All historical
information presented in this Item 7 has been restated to reflect these
combinations. Also in 1996, the Company purchased Webster Network Strategies,
Inc. ("Webster").
PRODUCTS AND SERVICES. The Company sells its products and services to
commercial and government customers. The Company's SafeWord identification and
authentication server products were introduced prior to 1994. During 1994 and
1995, significant resources were invested in the development of the Company's
Sidewinder and BorderWare firewall products. Both firewalls had significant
sales beginning in 1995. In 1996, the Company's SmartFilter internet filtering
product (formerly known as WebTrack) was introduced. The Company expects that
the percentage of its revenues derived from products and related services will
increase in future years, as the Company increasingly focuses on product sales.
During 1997, the Company plans to continue its research and development
investment and general and administrative spending at current levels and to
increase its sales and marketing expenditures over 1996 levels. The Company
expects that operating expenses as a percentage of revenues will decline in
1997. Planned levels of operating expenses are based in part on its expectations
of higher revenue from increased product sales. The Company has planned for
increased costs associated with selling and marketing in connection with the
release of new products.
GOVERNMENT CONTRACTS. From the time of its organization, Secure has
been engaged in research and development of computer network security technology
under contracts with departments and agencies of the U.S. government.
The Company's Secure Network Server development contract with the
National Security Agency ("NSA") accounted for approximately 33 percent, 43
percent and 57 percent of the Company's total revenue for the years ended
December 31, 1996, 1995 and 1994, respectively. The Company signed a contract
modification to convert the contract to a cost plus fixed fee type in July 1996.
The Company estimates that the aggregate fee to be received over the course of
the contract will be approximately 6 percent and is currently using a rate of
5.5 percent in recognizing revenue in 1996 based on its current estimate of the
remaining fee to be earned under the contract. The NSA contract now extends to
September 1997 due to the contract modification.
Most of the Company's government research and development contracts
provide for compensation to the Company in the form of reimbursement of costs
plus a fee. The Company typically bills government agencies, including the NSA,
monthly for a ratable portion of the fee expected to be received over the life
of the contract and current expenses. Under these government contracts, the
Company is entitled to recover direct labor costs, engineering overhead and
certain general and administrative expenses.
Under its government contracts, the Company bears the risk that
increased or unexpected costs required to perform specified services may reduce
the amount of the Company's fee and are subject to audit. Pursuant to their
terms, these contracts are generally also subject to termination for the
convenience of the applicable government agency. If the contract is terminated,
the Company typically would be reimbursed at its costs to the date of its
termination, plus the costs of an orderly termination, and paid a portion of the
fee.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, certain
items from the consolidated statements of operations of the Company expressed as
a percentage of revenue:
YEAR ENDED DECEMBER 31,
------------------------------------------
1996 1995 1994
- -------------------------------------------------------------------------------
Revenue:
Products and services 57.8% 46.8% 22.8%
Government contracts 42.2 53.2 77.2
- -------------------------------------------------------------------------------
Total revenue 100.0 100.0 100.0
Cost of revenue 46.7 53.2 60.0
- -------------------------------------------------------------------------------
Gross profit 53.3 46.8 40.0
Operating expenses:
Selling and marketing 45.8 19.3 10.4
Research and development 23.8 17.4 10.5
General and administrative 17.1 12.4 12.3
Acquisition costs 32.4 - -
- -------------------------------------------------------------------------------
Total operating expenses 119.1 49.1 33.2
- -------------------------------------------------------------------------------
Operating income (loss) (65.8) (2.3) 6.8
Interest and other income 3.8 0.9 0.7
Interest expense (0.3) (0.8) (1.7)
- -------------------------------------------------------------------------------
Income (loss) before income taxes (62.3) (2.2) 5.8
Income tax expense (benefit) - 0.1 (2.8)
- -------------------------------------------------------------------------------
Net income (loss) (62.3)% (2.3)% 8.6%
===============================================================================
COMPARISON OF YEARS ENDED DECEMBER 31, 1996 AND 1995.
REVENUE. The Company's revenue increased 44.2 percent to $40.3 million
in 1996, up from $27.9 million in 1995. Products and services revenue was $23.3
million in 1996, an increase of 78.0 percent over 1995, and was attributable
mainly to increased sales of firewall products and related services. The
increase in government contracts revenue in 1996 reflects the continuation of
increased efforts on the Secure Network Server program for the NSA.
GROSS PROFIT. Gross profit as a percentage of revenue increased to 53.3
percent in 1996 from 46.8 percent in 1995. The difference between periods was
the result of increased products and services revenue which carries higher
margins than government contracts.
SELLING AND MARKETING. Selling and marketing expenses increased by
242.7 percent in 1996 to $18.4 million from $5.4 million in 1995. The increase
was due primarily to additions to the Company's sales and marketing staff and
higher expenditures for advertising, trade shows and product literature.
RESEARCH AND DEVELOPMENT. Research and development expenses increased
by 96.7 percent to $9.6 million in 1996 from $4.9 million in 1995. The increase
resulted primarily from increased development efforts on the Company's firewall
and identification and authentication products.
GENERAL AND ADMINISTRATIVE. General and administrative expenses
increased by 98.1 percent to $6.9 million in 1996 from $3.5 million in 1995. The
increase was due primarily to additions to administration staff and increased
professional and other outside fees.
ACQUISITION COSTS. Certain acquisition costs were recognized in the
second quarter of 1996 relating to the Webster, Border and Enigma acquisitions.
Purchased research and development in process of $3,894,000 was expensed in
connection with the Webster acquisition in accordance with purchase accounting
rules. Also, $9,175,000 of acquisition costs were recorded for investment
banking, professional fees and other expenses for the Border and Enigma
acquisitions in accordance with pooling rules.
INTEREST AND OTHER INCOME. The difference in interest and other income
between the periods reflects interest earned in 1996 by the Company on cash and
investments generated from its initial public offering in November, 1995 and
sales of Common Stock in early 1996.
INTEREST EXPENSE. Interest expense decreased to $129,000 in 1996 from
$239,000 in 1995, due to the repayment of all outstanding debt in 1996.
INCOME TAXES. The Company recognized no income tax expense for 1996
compared to $21,000 in 1995. Management believes it is more likely than not that
deferred tax assets, which total $1,373,000 at December 31, 1996, will be
realized. The computation of the Company's deferred tax assets and valuation
allowance are based in part on taxable income expected to be earned on existing
government contracts and projected interest income. The amount of the deferred
tax assets considered realizable could be reduced in the near term if estimates
of future taxable income are reduced. The Company had total net operating loss
carryforwards of approximately $30.3 million at December 31, 1996. Of these
carryforwards, $7.0 million relate to deductions for disqualifying dispositions
of stock options. As these deductions are realized, the benefit will not reduce
income tax expense, rather it will be recorded as additional paid-in-capital. Of
the remaining benefit associated with the carryforwards, approximately $20.3
million had yet to be recognized as a benefit in the statement of operations.
However, there can be no assurance that these carryforwards will be available to
offset future income tax expense when taxable income is realized.
COMPARISON OF YEARS ENDED DECEMBER 31, 1995 AND 1994.
REVENUE. The Company's revenue increased by 57.0 percent to $27.9
million in 1995 up from $17.8 million in 1994. Products and services revenue was
$13.1 million in 1995, an increase of 222.9 percent over 1994, and was
attributable mainly to increased sales of firewall products and related
services. The increase in government contracts revenue in 1995 reflects the
Company's increased efforts on the Secure Network Server program for the NSA.
GROSS PROFIT. Gross profit as a percentage of revenue increased to 46.8
percent in 1995 from 40.0 percent in 1994. The increase resulted mainly from
products and services revenue, which carry higher margins than contracts,
gaining as a percentage of the revenue mix.
SELLING AND MARKETING. Selling and marketing expenses increased by
189.7 percent to $5.4 million in 1995 from $1.9 million in 1994. The increase
reflects the Company's additional sales and marketing effort for products and
services.
RESEARCH AND DEVELOPMENT. Company-sponsored research and development
expenses increased substantially by 162.1 percent to $4.9 million in 1995
compared to $1.9 million in 1994. Research and development expenses as a
percentage of revenue also increased substantially to 17.4 percent, up from 10.5
percent. This increase is directly attributable to a significant commitment to
the development of the Company's firewall products.
GENERAL AND ADMINISTRATIVE. General and administrative expenses
increased by 58.6 percent to $3.5 million compared to $2.2 million in 1994. As a
percentage of revenue, these expenses remained consistent between 1995 and 1994.
INTEREST AND OTHER INCOME. Interest income increased to $261,000 in
1995, up from $18,000 in 1994, primarily due to higher cash balances resulting
from the proceeds of the Company's initial public offering. In 1994, other
income of $108,000 was recorded for costs recovered in connection with a 1992
financing transaction which was not consummated.
INTEREST EXPENSE. Interest expense decreased from $307,000 in 1994 to
$239,000 in 1995, due to reductions in the Company's outstanding debt.
INCOME TAX EXPENSE (BENEFIT). The Company recognized income tax expense
for 1995 of $21,000 compared to a $502,000 benefit for 1994. The income tax
benefit recognized in 1994 related to a reduction in the valuation allowance
against the Company's deferred tax assets, primarily the tax benefit associated
with net operating loss carryforwards. The allowance had been reduced based on
the Company's estimate of the amount of net operating loss carryforwards more
likely than not to be utilized to offset future taxable income.
LIQUIDITY AND CAPITAL RESOURCES
Since its organization, the Company has financed its operations through
the issuance of equity securities and notes to stockholders, long-term debt,
short-term borrowings and cash generated from operations. In 1996, the Company
raised $12.0 million through sales of Common Stock and stock option exercises
and, in 1995, raised $32.7 million through the initial public offering of its
Common Stock, $1.7 million in net proceeds from the exercise of warrants to
purchase convertible redeemable preferred stock and $470,000 from the issuance
of its Common Stock upon the exercise of options and warrants. In 1994, the
Company raised $967,000 in net proceeds from the sale of convertible redeemable
preferred stock.
The Company's cash and cash equivalents decreased by approximately
$20.8 million from 1995 to 1996. The decrease resulted primarily from incurring
operating losses, acquisition costs, purchases of investments, purchases of
capital equipment and the repayment of debt which were partially offset by
proceeds from Common Stock sales. As of December 31, 1996, the Company had
working capital of $18.9 million. The Company has lines of credit totaling $1
million for short-term working capital needs. The Company anticipates using
available cash to fund growth in operations, invest in capital equipment and to
acquire businesses or license technology or products related to the Company's
line of business.
Capital expenditures for property and equipment were $5.0 million, $2.3
million and $933,000 for the years ended December 31, 1996, 1995 and 1994,
respectively. These expenditures have generally consisted of computer
workstations, office furniture and equipment, and leasehold improvements.
At its current level of operations, the Company believes that its
existing cash and cash equivalents are sufficient to meet the Company's current
working capital and capital expenditure requirements through at least the next
12 months.
INFLATION
To date, the Company has not been significantly impacted by inflation.
FORWARD LOOKING STATEMENTS
Certain statements made above, which are summarized below, are
forward-looking statements that involve risks and uncertainties, and actual
results may be materially different. Factors that could cause actual results to
differ include those identified below:
* THE COMPANY EXPECTS THAT THE PERCENTAGE OF ITS REVENUES DERIVED FROM
PRODUCTS AND RELATED SERVICES WILL INCREASE IN FUTURE YEARS, AS THE COMPANY
INCREASINGLY FOCUSES ON PRODUCT SALES -- Meeting this expectation depends
upon the Company's ability to achieve a higher level of products and
services revenue, which may not occur for a variety of reasons, including
general market conditions for the Company's products and services,
development and acceptance of new products offered by the Company, and
introduction of products by competitors. In addition, this expectation
depends upon the successful integration of the acquisitions described
above, which may not occur. If such integration did not occur as
anticipated, revenues from products and services could be expected to
decrease.
* DURING 1997, THE COMPANY PLANS TO CONTINUE ITS RESEARCH AND DEVELOPMENT
INVESTMENT AND GENERAL AND ADMINISTRATIVE SPENDING AT CURRENT LEVELS AND TO
INCREASE ITS SALES AND MARKETING EXPENDITURES OVER 1996 LEVELS. THE COMPANY
EXPECTS THAT OPERATING EXPENSES AS A PERCENTAGE OF REVENUES WILL DECLINE IN
1997. -- This expectation depends on the Company maintaining the current
anticipated level of product development, which may not occur due to
unexpected increases in such costs or because of a need to accelerate or
begin new product development and also may be impacted by current plans for
a full scale product marketing and branding campaign being curtailed or
delayed or decreased products and services revenue resulting in lower
selling expense. Fluctuations in revenue from quarter to quarter will
likely have an increasingly significant impact on the Company's results of
operations. Additionally, meeting this expectation depends upon the
Company's ability to control costs and achieve a higher level of revenue,
which may not occur for a variety of reasons, including general market
conditions for the Company's products and services, development and
acceptance of new products offered by the Company, and introduction of
products by competitors. Furthermore, this expectation depends upon the
successful integration of the acquisitions described above.
* MANAGEMENT BELIEVES IT IS MORE LIKELY THAN NOT THAT DEFERRED TAX ASSETS,
WHICH TOTAL $1,373,000 AT DECEMBER 31, 1996, WILL BE REALIZED -- This
expectation depends mainly on the Company maintaining at current levels its
existing government contract business. If these contracts were lost or
adjusted downward, deferred tax assets would be expected to be written down
with a corresponding charge to income tax expense recorded.
* AT ITS CURRENT LEVEL OF OPERATIONS, THE COMPANY BELIEVES THAT ITS EXISTING
CASH AND CASH EQUIVALENTS ARE SUFFICIENT TO MEET THE COMPANY'S CURRENT
WORKING CAPITAL AND CAPITAL EXPENDITURE REQUIREMENTS THROUGH AT LEAST THE
NEXT 12 MONTHS -- the Company's ability to generate revenue as currently
expected, unexpected expenses and the need for additional funds to react to
changes in the marketplace, including unexpected increases in personnel
costs and selling and marketing expenses or currently unplanned
acquisitions may impact whether the Company has sufficient cash resources
to fund its product development and marketing and sales plans for 1997 and
early 1998.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Part IV, Item 14 of this Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Incorporated herein by reference is the information under the heading
"Election of Directors" and "Section 16(a) Reporting", in the Registrant's Proxy
Statement to be filed on or about April 8, 1997. See also Part I, Item 1
"Executive Officers" of this Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated herein by reference is the information appearing in the
Registrant's Proxy Statement which the Registrant anticipates filing on April 8,
1997 under the headings "Election of Directors -- Committees of the Board of
Directors and Meeting Attendance", "Executive Compensation", "Summary
Compensation Table", "Option Grants in Last Fiscal Year", "Aggregated Option
Exercises in Last Fiscal Year and Fiscal Year-End Option Values", "Employment
Contracts; Severance, Termination of Employment and Change-in-Control
Arrangements", and "Performance Evaluation".
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated herein by reference is the information appearing under the
heading "Security Ownership of Principal Stockholders and Management", in the
Registrant's Proxy Statement which the Registrant anticipates will be filed on
or about April 8, 1997.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated herein by reference is the information appearing under the
heading "Certain Transactions", in the Registrant's Proxy Statement which the
Registrant anticipates will be filed on or about April 8, 1997.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) DOCUMENTS FILED AS PART OF THIS REPORT:
1. Consolidated Financial Statements:
Consolidated Balance Sheets as of December 31, 1996 and 1995
Consolidated Statements of Operations for the years ended
December 31, 1996, 1995 and 1994
Consolidated Statement of Stockholders' Equity for the years
ended December 31, 1996, 1995 and 1994
Consolidated Statements of Cash Flows for the years ended
December 31, 1996, 1995 and 1994
Notes to Consolidated Financial Statements
Report of Independent Auditors (Ernst & Young LLP)
Report of Independent Accountants
(Price Waterhouse LLP -- San Jose California)
Auditors' Report (Price Waterhouse -- Ontario, Canada)
Auditors' Report (McClurkin Ahier & Company)
2. Consolidated Financial Statement Schedules:
Schedule II - Valuation and Qualifying Accounts. Such schedule
should be read in conjunction with the Consolidated Financial
Statements. All other supplemental schedules are omitted
because of the absence of conditions under which they are
required.
(b) REPORTS ON FORM 8-K
1. The Company's Form 8-K filed on July 23, 1996. (File No.
0-27074)
2. The Company's Form 8-K filed on September 12, 1996. (File No.
0-27074)
3. The Company's Form 8-K/A filed on November 12, 1996. (File No.
0-27074)
4. The Company's Form 8-K filed on November 25, 1996 (File No.
0-27074)
(c) EXHIBITS
The following exhibits are filed as part of this Annual Report on Form
10-K for the fiscal year ended December 31, 1996:
2.1 Agreement and Plan of Merger among Secure Computing
Corporation, Owl Acquisition, Inc. and Enigma Logic, Inc.
dated as of June 24, 1996, as amended as of July 31, 1996.(1)
2.2 Acquisition and Pre-Amalgamation Agreement among Secure
Computing Corporation, Edge Acquisition Inc. and Border
Network Technologies, Inc. dated as of May 28, 1996, as
amended as of July 31, 1996.(1)
2.3 Amalgamation Agreement dated as of August 29, 1996.(2)
3.1 Restated Certificate of Incorporation of Registrant.(3)
3.2 By-Laws of the Registrant.(4)
4.1 Specimen of Common Stock certificate.(5)
4.2 Certificate of Designation.(6)
10.1 Registration Rights Agreement among ITI, Incorporated, Grotech
Partners II, L.P., Ideas, Inc. and Bernard Farkas dated July
14, 1989.(7)
10.2 Purchase Agreement among ITI Incorporated, Grotech Partners
II, L.P., Ideas Inc. and Bernard Farkas dated July 14,
1989.(8)
10.3 Purchase Agreement among ITI Incorporated and Corporate
Venture Partners dated December 13, 1989.(9)
10.4 First Amendment dated December 13, 1989 among ITI,
Incorporated, Grotech Partners II, L.P., Ideas, Inc., and
Bernard Farkas and Corporate Venture Partners to Registration
Rights Agreement among ITI, Incorporated, Grotech Partners II,
L.P., Ideas, Inc. and Bernard Farkas dated July 14, 1989.(10)
10.5 Software Agreement between AT&T Information Systems Inc. and
ITI, Incorporated, Agreement No. SOFT-01701, dated April 2,
1990, including Supplement No. 1, UNIX System V Release 3.0,
Supplement No. 2 dated August 10, 1990; Sublicensing Agreement
between AT&T Information Systems, Inc.; Letter Agreement
between UNIX System Laboratories, Inc. and ITI, Inc. dated
April 15, 1991; Letter Agreement modifying Software Agreement
No. SOFT-01701 dated October 22, 1992; and Software Agreement
between AT&T Information Systems Inc. and ITI, Incorporated,
Agreement No. SOFT-02036, dated July 26, 1991.(11)
10.6 Agreement and Plan of Merger and Reorganization among ITI
Incorporated and Secure Computing Technology Company dated May
29, 1992.(12)
10.7 Contract between the United States of America and Secure
Computing Corporation, Contract No. MDA904-93-C-C034, dated
December 16, 1992, including Amendment No. P00001 dated
January 25, 1993; Amendment No. P00002 dated March 10, 1993;
Amendment No. P00003 dated February 18, 1993; Amendment No.
P00004 dated March 15, 1993; Amendment No. P00005 dated
October 27, 1993; Amendment No. P00006 dated December 13,
1993; Amendment No. P00007 dated December 30, 1993; Amendment
No. P00008 dated April 29, 1994; Amendment No. P00009 dated
October 14, 1994; Amendment No. P00010 dated November 30,
1994; Amendment No. P00011 dated December 21, 1994; Amendment
No. P00012 dated January 25, 1995; Amendment No. P00013 dated
May 3, 1995; Amendment No. P00014 dated May 26, 1995;
Amendment No. P00015 dated June 28, 1995; Amendment No. P00016
dated July 24, 1995; Amendment No. P00017 dated October 4,
1995; Amendment No. A00001 dated January 11, 1993; Amendment
No. A00002 dated March 24, 1993; Amendment No. A00003 dated
March 30, 1993; Amendment No. A00004 dated May 1, 1993;
Amendment No. A00005 dated July 8, 1993.(13)
10.8 The following amendments to Contract between the United States
of America and Secure Computing Corporation, Contract No.
MDA904-93-C-C034: Amendment No. A00006 effective June 4, 1996,
Amendment No. P00018 effective October 13, 1995, Amendment No.
P00019 effective November 13, 1995, Amendment No. P00020
effective December 15, 1995, Amendment No. P00021 effective
December 11, 1995, Amendment No. P00022 effective January 5,
1996, Amendment No. P00023, effective January 22, 1996,
Amendment No. P00024 effective January 29, 1996, Amendment No.
P00025 effective February 12, 1996, Amendment No. P00026
effective March 11, 1996, Amendment No. P00027 effective April
10, 1996, Amendment No. P00028 effective April 11, 1996,
Amendment No. P00029 effective April 24, 1996, Amendment No.
P00030 effective June 6, 1996, Amendment No. P00031 effective
June 6, 1996, Amendment No. P00032 effective July 2, 1996,
Amendment No. P00033 effective September 12, 1996, and
Amendment No. P00034 effective October 31, 1996.
10.9 Secure Computing Corporation Profit Sharing and Retirement
Plan--Summary Plan Description dated February 1, 1994.(14)
10.10 Software License Agreement between Berkeley Software Design,
Inc. and Secure Computing Corporation, dated February 7,
1994.(15)
10.11 Second Amendment to Purchase Agreement among Secure Computing
Corporation, Grotech Partners II, L.P., Corporate Venture
Partners, L.P., Ideas, Inc. and Bernard Farkas dated September
19, 1994, to Purchase Agreement dated July 14, 1989 among ITI,
Incorporated, Grotech Partners II, L.P., Ideas, Inc. and
Bernard Farkas.(16)
10.12 Purchase Agreement between Secure Computing Corporation and
FBL Ventures of South Dakota, Inc. dated September 20,
1994.(17)
10.13 Employment Agreement between Secure Computing Corporation and
Jeffrey H. Waxman dated November 4, 1997.(18) +
10.14 Employment Agreement between Secure Computing Corporation and
Kermit M. Beseke dated December 31, 1994.(19) +
10.15 Employment Agreement between Secure Computing Corporation and
James Boyle dated October 7, 1996.(20) +
10.16 Employment Agreement between Secure Computing Corporation and
Christine Hughes dated November 8, 1996, including the letter
agreement dated November 7, 1996.(21) +
10.17 Employment Agreement between Secure Computing Corporation and
Donald Whitbeck dated August 29, 1996.(22) +
10.18 Employment Agreement between Secure Computing Corporation and
Timothy P. McGurran dated August 27, 1996.(23) +
10.19 Employment Agreement between Secure Computing Corporation and
Gary D. Taggart dated October 2, 1996. +
10.20 Employment Agreement between Secure Computing Corporation and
Glenn G. Mackintosh dated August 29, 1996. (24)+
10.21 Employment Agreement between Secure Computing Corporation and
Craig A. Alesso dated September 16, 1995.(25) +
10.22 Employment Agreement between Secure Computing Corporation and
Gene C. Leonard dated September 1, 1995.(26) +
10.23 Employment Agreement between Secure Computing Corporation and
Dean Nordahl dated September 28, 1995.(27) +
10.24 Employment Agreement between Secure Computing Corporation and
Joe Anzures dated September 28, 1995.(28) +
10.25 Description of Secure Computing Corporation Management
Incentive Plan.(29) +
10.26 Secure Computing Corporation Amended and Restated 1995 Omnibus
Stock Plan. +
10.27 Secure Computing Corporation Management Incentive Plan for
1996 for Kermit M. Beseke.(30) +
10.28 Secure Computing Corporation Employee Stock Purchase Plan(31)+
11.1 Statement of Computation of Earnings Per Share.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Price Waterhouse, Chartered Accountants, Toronto,
Canada.
23.3 Consent of Price Waterhouse LLP, San Jose, California.
23.4 Consent of McClurkin Ahier & Company, Chartered Accountants.
24.1 Powers of Attorney
27.1 Financial Data Schedule.
- -----------------------
1 Incorporated by reference to Appendix A to the Company's Definitive Proxy
Statement dated August 5, 1996 and filed August 7, 1996 with the Securities
and Exchange Commission (File No. 0-27074).
2 Incorporated herein by reference to Exhibit 2.3 to the Company's Current
Report on Form 8-K filed September 12, 1996 (File No. 0-27074).
3 Incorporated herein by reference to Exhibit 3.2 to the Company's Form 10-K
filed on March 28, 1996 (File No. 0-27074).
4 Incorporated herein by reference to Exhibit 3.3 to the Company's
Registration Statement on Form S-1 (Registration Number 33-97838).
5 Incorporated herein by reference to the same numbered Exhibit to Amendment
No. 2 to the Company's Registration Statement on Form S-1 (Registration
Number 33-97838).
6 Incorporated herein by reference to Exhibit 4.1 to the Company's Current
Report on Form 8-K filed on September 12, 1996 (File No. 0-27074).
7 Incorporated herein by reference to Exhibit 10.2 to the Company's
Registration Statement on Form S-1 (Registration Number 33-97838).
8 Incorporated herein by reference to Exhibit 10.4 to the Company's
Registration Statement on Form S-1 (Registration Number 33-97838).
9 Incorporated herein by reference to Exhibit 10.6 to the Company's
Registration Statement on Form S-1 (Registration Number 33-97838).
10 Incorporated herein by reference to Exhibit 10.7 to the Company's
Registration Statement on Form S-1 (Registration Number 33-97838).
11 Incorporated herein by reference to Exhibit 10.9 to the Company's
Registration Statement on Form S-1 (Registration Number 33-97838).
12 Incorporated herein by reference to Exhibit 10.12 to the Company's
Registration Statement on Form S-1 (Registration Number 33-97838).
13 Incorporated herein by reference to Exhibit 10.13 to the Company's
Registration Statement on Form S-1 (Registration Number 33-97838).
14 Incorporated herein by reference to Exhibit 10.15 to the Company's
Registration Statement on Form S-1 (Registration Number 33-97838).
15 Incorporated herein by reference to Exhibit 10.16 to the Company's
Registration Statement on Form S-1 (Registration Number 33-97838).
16 Incorporated herein by reference to Exhibit 10.21 to the Company's
Registration Statement on Form S-1 (Registration Number 33-97838).
17 Incorporated herein by reference to Exhibit 10.22 to the Company's
Registration Statement on Form S-1 (Registration Number 33-97838).
18 Incorporated herein by reference to Exhibit 10.4 to the Company's Form 10-Q
filed on November 14, 1996 (File No. 0-27074).
19 Incorporated herein by reference to Exhibit 10.23 to the Company's
Registration Statement on Form S-1 (Registration Number 33-97838).
20 Incorporated by reference to Exhibit 10.5 to the Company's Form 10-Q filed
on November 14, 1996 (File No. 0-27074).
21 Incorporated by reference to Exhibit 10.3 to the Company's Form 10-Q filed
on November 14, 1996 (File No. 0-27074).
22 Incorporated by reference to Exhibit 10.7 to the Company's form 10-Q filed
on November 14, 1996 (File No. 0-27074).
23 Incorporated by reference to Exhibit 10.8 to the Company's Form 10-Q filed
on November 14, 1996 (File No. 0-27074).
24 Incorporated herein by reference to Exhibit 10.6 to the Company's Form 10-Q
filed on November 14, 1996 (File No. 0-27074).
25 Incorporated herein by reference to Exhibit 10.24 to the Company's
Registration Statement on Form S-1 (Registration Number 33-97838).
26 Incorporated herein by reference to Exhibit 10.25 to the Company's
Registration Statement on Form S-1 (Registration Number 33-97838).
27 Incorporated herein by reference to Exhibit 10.26 to the Company's
Registration Statement on Form S-1 (Registration Number 33-97838).
28 Incorporated herein by reference to Exhibit 10.27 to the Company's
Registration Statement on Form S-1 (Registration Number 33-97838).
29 Incorporated herein by reference to Exhibit 10.28 to the Company's
Registration Statement on Form S-1 (Registration Number 33-97838).
30 Incorporated herein by reference to Exhibit 10.24 to the Company's Form
10-K filed on March 28, 1996 (File No. 0-27074).
31 Incorporated herein by reference to Exhibit 4.03 to the Company's
Registration Statement on Form S-8 (Registration Number 333-114151)
+ Management Contract or compensatory plan or arrangement required to be
filed as an exhibit hereto pursuant to Item 14(c) of Form 10-K and Item 601
of Regulation S-K.
Secure Computing Corporation
Consolidated Balance Sheets
(in thousands, except share amounts)
<TABLE>
<CAPTION>
DECEMBER 31
1996 1995
------------------------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $12,130 $32,924
Investments 5,935 -
Accounts receivable (net of allowance for doubtful accounts of
1996 - $290; 1995 - $131) 7,098 5,750
Deferred income taxes 1,083 936
Inventory 1,908 606
Other current assets 1,275 250
------------------------------------
Total current assets 29,429 40,466
Property and equipment:
Equipment 7,843 4,690
Furniture and fixtures 2,067 914
Leasehold improvements 929 292
------------------------------------
10,839 5,896
Accumulated depreciation (4,993) (3,050)
------------------------------------
5,846 2,846
Intangible assets (net of accumulated amortization of
1996 - $425; 1995 - $238) 1,082 449
Other assets 418 500
------------------------------------
Total assets $36,775 $44,261
====================================
DECEMBER 31
1996 1995
------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 3,727 $ 2,119
Accrued payroll liabilities 2,031 1,653
Accrued acquisition liabilities 1,083 -
Other accrued liabilities 1,947 870
Deferred revenue 1,755 1,465
Current portion of long-term debt 67
------------------------------------
Total current liabilities 10,543 6,174
Long-term debt - 34
Stockholder debt - 1,845
Stockholders' equity:
Common Stock, par value $.01 per share:
Issued and outstanding shares--December 31,
1996 - 15,101,152 and December 31, 1995 - 12,542,196 151 125
Additional paid-in capital 65,208 50,116
Accumulated deficit (39,127) (14,033)
------------------------------------
Total stockholders' equity 26,232 36,208
------------------------------------
Total liabilities and stockholders' equity $36,775 $44,261
====================================
</TABLE>
SEE ACCOMPANYING NOTES.
<TABLE>
<CAPTION>
Secure Computing Corporation
Consolidated Statements of Operations
(in thousands, except per share amounts)
YEAR ENDED DECEMBER 31
1996 1995 1994
-----------------------------------------------------
<S> <C> <C> <C>
Revenue:
Products and services $ 23,290 $13,081 $ 4,051
Government contracts 16,972 14,849 13,744
-----------------------------------------------------
40,262 27,930 17,795
Cost of revenue 18,797 14,851 10,675
-----------------------------------------------------
Gross profit 21,465 13,079 7,120
Operating expenses:
Selling and marketing 18,425 5,376 1,856
Research and development 9,575 4,869 1,858
General and administrative 6,869 3,467 2,186
Acquisition costs 13,069 - -
-----------------------------------------------------
47,938 13,712 5,900
=====================================================
Operating income (loss) (26,473) (633) 1,220
Interest expense (129) (239) (307)
Interest and other income 1,508 261 126
-----------------------------------------------------
Income (loss) before income taxes (25,094) (611) 1,039
Income tax expense (benefit) - 21 (502)
-----------------------------------------------------
Net income (loss) $(25,094) $ (632) $ 1,541
=====================================================
Net income (loss) per share:
Primary $ (1.76) $ (.08) $ .14
Fully diluted $ (1.76) $ (.06) $ .16
Supplementary - $ (.05) $ .17
Weighted average shares outstanding:
Primary 14,222 7,665 7,342
Fully diluted 14,222 10,425 9,792
Supplementary - 10,500 9,917
</TABLE>
SEE ACCOMPANYING NOTES.
<TABLE>
<CAPTION>
Secure Computing Corporation
Consolidated Statement of Stockholders' Equity
(in thousands, except share amounts)
COMMON ADDITIONAL
------------------------------ PAID-IN ACCUMULATED
SHARES AMOUNT CAPITAL DEFICIT TOTAL
---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1993 2,370,945 $ 23 $ 7,246 $(14,350) $ (7,081)
Exercise of incentive stock options 60,906 1 6 - 7
Common Stock issued 4,000,000 40 (12) - 28
Preferred Stock accretion - - (6) (3) (9)
Dividends accrued on Preferred Stock - - - (482) (482)
Net income for the year - - - 1,541 1,541
---------------------------------------------------------------------------
Balance at December 31, 1994 6,431,851 64 7,234 (13,294) (5,996)
Exercise of incentive stock options 223,820 2 99 - 101
Exercise of Common Stock warrants 164,619 2 367 - 369
Common Stock issued for services 11,271 - 50 - 50
Initial public offering of Common
Stock, net of expenses 2,250,000 22 32,687 - 32,709
Preferred Stock conversion 3,460,635 35 10,119 - 10,154
Preferred Stock accretion - - (11) - (11)
Dividends accrued on Preferred Stock - - (429) (107) (536)
Net loss for the year - - - (632) (632)
---------------------------------------------------------------------------
Balance at December 31, 1995 12,542,196 125 50,116 (14,033) 36,208
Exercise of incentive stock options 426,394 4 991 - 995
Common Stock issued under Employee
Stock Purchase Plan 34,155 - 277 - 277
Compensation expense on options - - 197 - 197
Common Stock issued 1,142,908 12 6,350 - 6,362
Exercise of Common Stock warrants 955,499 10 7,277 - 7,287
Net loss for the year - - - (25,094) (25,094)
---------------------------------------------------------------------------
Balance at December 31, 1996 15,101,152 $151 $65,208 $(39,127) $26,232
===========================================================================
</TABLE>
SEE ACCOMPANYING NOTES.
Secure Computing Corporation
Consolidated Statements of Cash Flows
(in thousands)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1996 1995 1994
------------------------------------------------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $(25,094) $ (632) $ 1,541
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Purchased research and development in process and
goodwill write-off 4,994 - -
Depreciation 2,030 1,037 679
Amortization 187 39 39
Other 409 104 (457)
Changes in operating assets and liabilities:
Accounts receivable (1,348) (3,050) (1,253)
Inventory (1,302) (337) (165)
Other current assets (1,315) (128) (75)
Accounts payable 1,608 1,468 (208)
Accrued liabilities and reserves 2,009 1,031 525
Deferred revenue 290 793 526
------------------------------------------------------
Net cash provided by (used in) operating activities (17,532) 325 1,152
INVESTING ACTIVITIES
Purchases of investments (8,645) - -
Proceeds from sales of investments 3,000 - -
Cash paid in purchase of Webster Network Strategies, Inc. (759) - -
Cash paid in purchase of remaining interest in Border Network
Technologies Europe Ltd. (989) - -
Purchase of property and equipment (5,030) (2,314) (933)
Increase in intangible and other assets (885) (121) (74)
------------------------------------------------------
Net cash used in investing activities (13,308) (2,435) (1,007)
FINANCING ACTIVITIES
Payments on notes payable and long-term debt (1,943) (1,259) (1,750)
Proceeds from notes and long-term debt - 189 1,532
Proceeds from issuance of Common Stock 11,989 33,179 35
Proceeds from issuance of Preferred Stock - 1,661 967
------------------------------------------------------
Net cash provided by financing activities 10,046 33,770 784
------------------------------------------------------
Increase (decrease) in cash and cash equivalents (20,794) 31,660 929
Cash and cash equivalents at beginning
of year 32,924 1,264 335
------------------------------------------------------
Cash and cash equivalents at end of year $ 12,130 $32,924 $ 1,264
======================================================
SEE ACCOMPANYING NOTES.
</TABLE>
FOOTNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT
SHARE AND PER SHARE AMOUNTS)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
Secure Computing Corporation (the "Company") designs and assembles products to
enable electronic commerce by protecting an organization's computer network and
its computers from access by unauthorized users. The Company's principal markets
are commercial companies and the United States government for its network
security products and the United States government under development contracts.
BASIS OF PRESENTATION
The consolidated financial statements are presented giving retroactive
effect to the Company's mergers with Border Network Technologies Inc. (now known
as Secure Computing Canada Ltd.) and Enigma Logic, Inc. which have been
accounted for under the pooling of interests method (see Note 2.)
The consolidated financial statements include the accounts of the Company and
its subsidiaries. All intercompany balances and transactions have been
eliminated in consolidation.
REVENUE RECOGNITION
Products and Services
The Company recognizes product revenues at the time of shipment. The Company has
entered into customer support and maintenance agreements with various customers.
These obligations are recognized either ratably as the obligations are fulfilled
or upon completion of performance.
Government Contracts
Government contract revenues for cost-plus-fixed-fee contracts are recognized on
the basis of costs incurred during the period plus the fee earned. Award fees
are recognized based upon the percentage of completion and forecasted profit. A
provision is made for the estimated loss, if any, on government contracts.
Under its government contracts, the Company bears the risk that increased or
unexpected costs required to perform specified services may reduce the amount of
the Company's fee. In addition, recoverable expenses billed by the Company are
subject to review and audit by the Defense Contract Audit Agency, which could
result in amounts previously billed being renegotiated. Pursuant to their terms,
these contracts are generally also subject to termination at the convenience of
the applicable government agency. If the contract is terminated, the Company
typically would be reimbursed for its costs to the date of its termination plus
the cost of an orderly termination, and paid a portion of the fees.
At December 31, 1996 and 1995, the Company had deferred revenue of $178
and $382, respectively, related to government contracts.
CASH EQUIVALENTS
The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.
INVENTORY
Inventory consists mainly of purchased components and prepaid licenses and is
valued at the lower of cost (first-in, first-out method) or market.
PROPERTY AND EQUIPMENT
Property and equipment are carried at cost. Depreciation is computed using
accelerated methods over the estimated useful lives of the assets.
INTANGIBLE ASSETS
Intangible assets consist of patents and trademarks and are amortized using the
straight-line method over the estimated useful lives of the assets, which range
up to ten years.
FOREIGN CURRENCY TRANSLATION AND TRANSACTIONS
Foreign assets and liabilities are translated using the year-end rates of
exchange. Results of operations are translated using the average exchange rates
throughout the period. Translation gains or losses, net of applicable deferred
taxes, are accumulated as a separate component of stockholders' equity.
RESEARCH AND DEVELOPMENT
Research and development expenditures are charged to operations as incurred.
Statement of Financial Accounting Standards No. 86, "Accounting for the Costs of
Computer Software to be Sold, Leased or Otherwise Marketed", requires
capitalization of certain software development costs subsequent to the
establishment of technological feasibility.
Based on the Company's product development process, technological feasibility is
established upon completion of a working model. Costs incurred by the Company
between completion of the working model and the point at which the product is
generally available for sale are capitalized and amortized over their estimated
useful life of one year.
USE OF ESTIMATES
The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. Actual results could differ from those
estimates.
NET INCOME (LOSS) PER SHARE
Net income (loss) per share is computed using the weighted average number of
shares of common stock and common stock equivalents, if dilutive, outstanding
during the periods presented after giving effect to the application of
Securities and Exchange Commission Staff Accounting Bulletin No. 83 ("SAB No.
83"). Pursuant to SAB No. 83, all common shares issued and stock options and
warrants granted by the Company at a price less than the initial public offering
price during the twelve months preceding the offering date (using the treasury
stock method until shares are issued) have been included in the calculation of
common and common equivalent shares outstanding for all periods up to the
initial public offering date. The fully diluted income (loss) per share is
presented using the "if converted" method and reflects the impact of the
conversion of the preferred stock to common stock at the beginning of the
earliest period presented or at the date of issuance, if later.
In computing supplementary net income (loss) per share, interest expense related
to bank debt retired with the proceeds of Common Stock issued in the initial
public offering has been added back to net income (loss). The weighted average
number of shares used in the calculation consists of common and common
equivalent shares, if dilutive, outstanding during the period after giving
effect to the conversion of all preferred stock to Common Stock, additional SAB
No. 83 shares as determined above and the required shares of Common Stock issued
to repay bank debt.
STOCK OPTIONS
The Company has adopted the provisions of Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation", regarding
disclosure of pro-forma information for stock compensation. As is allowed by
Statement No. 123, the Company will continue to measure compensation cost using
the methods described in Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees".
RECLASSIFICATIONS
Certain amounts presented in the 1995 and 1994 consolidated financial
statements have been reclassified to conform with the 1996 presentation.
2. ACQUISITIONS
In May 1996, the Company acquired Webster Network Strategies, Inc. ("Webster"),
a Florida based Internet software developer, for 102,000 shares of Common Stock
and $749 cash, which includes expenses of $249, in exchange for all outstanding
common stock of Webster. The acquisition has been accounted for using the
purchase method. Subsequent to the acquisition, the Company expensed all
purchased research and development in process of $3,894 based upon an
independent appraisal.
In August 1996, the Company acquired network security software developers Border
Network Technologies, Inc. ("Border") and Enigma Logic, Inc. ("Enigma"). Both
the Border and the Enigma acquisitions were accounted for under the pooling of
interests method. As a result of the Border acquisition, the Company exchanged
approximately 6,000,000 shares of Common Stock, in the form of Secure Computing
Canada exchangeable shares ("exchangeable shares"), for all of the outstanding
common stock of Border. The exchangeable shares may be converted at any time
into Common Stock on a one to one basis at each stockholders' option. In the
Enigma acquisition, approximately 2,060,000 shares of Common Stock were
exchanged for all of the outstanding common stock of Enigma. In addition,
outstanding Border and Enigma stock options were converted into options to
purchase approximately 1,160,000 shares of the Company's Common Stock. Separate
results of operations for the periods prior to the acquisitions are as follows:
SIX MONTHS ENDED
JUNE 30 YEAR ENDED DECEMBER 31
1996 1995 1994
--------------------------------------------------------
(UNAUDITED)
Revenue:
Secure $ 13,438 $20,712 $15,230
Border 4,506 3,317 139
Enigma 2,478 3,901 2,426
--------------------------------------------------------
Combined $ 20,422 $27,930 $17,795
========================================================
Net income (loss):
Secure $ (9,189) $ (974) $ 1,493
Border (4,474) 50 (9)
Enigma (2,857) 292 57
--------------------------------------------------------
Combined $(16,520) $ (632) $ 1,541
========================================================
Also in May 1996, Border acquired the remaining 68% interest it did not own in
Border Network Technologies Europe Limited for Border common shares equivalent
to 40,908 shares of Common Stock and $989 in cash. Goodwill of $1,100 that was
recorded in this transaction was subsequently expensed as acquisition costs when
Border was acquired by the Company.
3. INVESTMENTS
At December 31, 1996, investments consist of U.S. Treasury bills with original
maturities of less than one year. The investments are stated at cost plus
accrued interest which approximates fair market value.
4. ACCOUNTS RECEIVABLE
Approximately 26% and 46% of accounts receivable were due from the United States
government at December 31, 1996 and 1995, respectively. Unbilled accounts
receivable from all customers were $202 and $640 at December 31, 1996 and 1995,
respectively.
5. STOCKHOLDER DEBT
A stockholder of the Company had made cash advances in exchange for notes
bearing interest at rates ranging from 9.5% to 12%. The notes were fully repaid
in 1996. Accrued interest of $562 is included in the balance at December 31,
1995.
In August 1994, the holder of a convertible debenture converted the $250 in
principal and all accrued and unpaid interest into 136,409 shares of the
Company's Series A Cumulative Redeemable Convertible Preferred Stock at a
conversion rate of $2.24 per share.
6. DEBT
Long-term debt consists of the following:
DECEMBER 31
1996 1995
------------------------------------
Bank line of credit $- $ 50
Term note - 8
Bank installment loan - 43
------------------------------------
- 101
Less current portion - (67)
------------------------------------
$- $ 34
====================================
The Company has a $1,000 short-term line of credit, on which none has been drawn
as of December 31, 1996. The line bears interest on the outstanding balance at
an annual rate equal to the prime rate plus 1% and is secured by the general
business assets of the Company.
7. LEASES
The Company leases office space for all of its locations. Future lease payments
for all operating leases, excluding executory costs such as management and
maintenance fees, are as follows:
1997 $ 1,756
1998 1,615
1999 1,562
2000 1,557
2001 1,285
Thereafter 4,878
-------------------
$12,653
===================
Rent expense was $2,488, $916 and $605 for the years ended December 31, 1996,
1995 and 1994, respectively.
8. CAPITAL STOCK
1995 REORGANIZATION AND STOCK SPLIT
On September 30, 1995, the Company effected a reorganization (the "1995
Reorganization") which included a 1.25-for-1 split of the Company's Common
Stock. Accordingly, all share, per share, weighted average share information and
redeemable convertible preferred stock have been restated to reflect the split.
Following the 1995 Reorganization, the Company had 30,460,635 shares of
authorized capital stock, consisting of 25,000,000 shares of Common Stock and
5,460,635 shares of Preferred Stock, of which 3,127,302 shares were designated
Series A Convertible Preferred Stock, 333,333 were designated Series B
Convertible Preferred Stock and 2,000,000 shares of Preferred Stock undesignated
as to its series. In December 1995, the Board of Directors elected to decrease
the amount of authorized Preferred Stock to 2,000,000 undesignated shares.
INITIAL PUBLIC OFFERING
In November 1995, the Company sold 2,250,000 shares of Common Stock in an
initial public offering from which the Company received $33,480 before deducting
expenses.
PREFERRED STOCK
Upon the conclusion of the Company's initial public offering, all outstanding
shares of preferred stock were converted on a one for one basis to Common Stock.
Prior to that date, the Company had issued 3,127,302 shares of $2.24 Series A
Cumulative Redeemable Convertible Preferred Stock and 333,333 shares of $3.00
Series B Cumulative Redeemable Convertible Preferred Stock.
Series A and B Preferred Stock accrued cumulative dividends at $.20 and $.24 per
share per annum, respectively. Dividends in arrears prior to conversion for
Series A Convertible Preferred Stock at November 17, 1995 and December 31, 1994
were $2,093 and $1,624, respectively, and for Series B Cumulative Redeemable
Convertible Preferred Stock at November 17, 1995 and December 31, 1994 were $90
and $23, respectively. Upon conversion, all rights to receive the dividends in
arrears ceased.
WARRANTS
Warrants for the purchase of 164,619 shares of Common Stock at $2.24 per share
and warrants for the purchase of 741,494 shares of Series A Convertible
Preferred Stock at $2.24 per share that were outstanding at December 31, 1994
were fully exercised during 1995.
9. STOCK OPTIONS
In September 1995, the Board of Directors and the stockholders approved the
Company's 1995 Omnibus Stock Plan (the "Stock Plan"). Under the terms of the
Stock Plan, key employees and non-employees may be granted options to purchase
up to 3,944,131 shares of the Company's Common Stock. Options granted typically
have ten year terms and vest annually over three years.
A summary of changes in outstanding options and common shares reserved under the
Stock Plan are as follows:
<TABLE>
<CAPTION>
WEIGHTED AVERAGE
SHARES AVAILABLE OPTIONS EXERCISE PRICE PER
FOR GRANT OUTSTANDING SHARE
-----------------------------------------------------------
<S> <C> <C> <C>
Balance at December 31, 1993 322,144 607,585 $ .43
Shares authorized 350,430 - -
Granted or became exercisable (502,251) 502,251 1.02
Exercised - (60,906) .10
Canceled 45,765 (45,765) .55
-----------------------------------------------------------
Balance at December 31, 1994 216,088 1,003,165 .73
Shares authorized 379,390 - -
Granted or became exercisable (445,790) 445,790 4.10
Exercised - (225,445) .39
Canceled 90,957 (92,044) .73
-----------------------------------------------------------
Balance at December 31, 1995 240,645 1,131,466 2.14
Shares authorized 2,084,570 - -
Granted or became exercisable (2,397,152) 2,397,152 10.29
Exercised - (426,394) 2.33
Canceled 188,188 (188,188) 6.88
-----------------------------------------------------------
Balance at December 31, 1996 116,251 2,914,036 9.01
===========================================================
</TABLE>
The following table summarizes information about the stock options outstanding
at December 31, 1996:
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
--------------------------------------------------- -----------------------------
Weighted- Weighted-
Weighted- Average Average
Number Average Remaining Exercise Number Exercise
Range of Exercise Price Outstanding Contractual Life Price Exercisable Price
- -------------------------------- --------------- --------------------- ------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
$.01 - $1.60 488,834 7.5 years $ .91 419,634 $ .90
$2.22 - $3.66 502,251 8.5 years 3.19 456,268 3.13
$6.66 - $8.50 353,401 9 years 6.97 129,185 6.97
$9.75 750,000 10 years 9.75 - -
$10.50 - $30.00 819,550 9.5 years 18.00 57,833 14.07
- -------------------------------- --------------- --------------------- ------------- --------------- ------------
$.01 - $30.00 2,914,036 9 years 9.01 1,062,920 $ 3.32
================================ =============== ===================== ============= =============== =============
</TABLE>
Options outstanding under the Stock Plan expire at various dates from 2002 to
2006. The number of options exercisable as of December 31, 1996, 1995 and 1994
were 1,062,920, 565,496 and 482,181, respectively. The weighted average fair
value of options granted and the weighted average remaining contractual life of
options granted during 1996 and 1995 are $10.29 and $4.26 and 9.5 and 8.5 years,
respectively.
The Company also has an Employee Stock Purchase Plan under which 150,000 shares
have been reserved for purchase by employees. The purchase price of the shares
under the plan is the lesser of 85% of the fair market value on the first or
last day of the offering period. Offering periods are each three months.
Employees may designate up to 10% of their compensation for the purchase of
stock under the Plan.
Pro forma information regarding net loss and loss per share is required by
Statement No. 123, and has been determined as if the Company had accounted for
its employee stock options under the fair value method of that Statement. The
fair value for these options was estimated at the date of grant using a
Black-Scholes option pricing model with the following weighted-average
assumptions for 1996 and 1995, respectively: risk-free interest rates of 6.0%;
volatility factors of the expected market price of the Company's Common Stock of
.80 and 3.51; and a weighted average expected life of the option of 5 years.
For purposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over the options' vesting period. The Company's pro
forma information is as follows:
YEAR ENDED DECEMBER 31
1996 1995
------------------------------------
Pro forma net loss $(30,217) $(956)
====================================
Pro forma loss per share $ (2.12) $(.09)
====================================
The pro forma effect on the net loss for 1996 and 1995 is not representative of
the pro forma effect on net income (loss) in future years because it does not
take into consideration pro forma compensation expense related to grants made
prior to 1995.
10. INCOME TAXES
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's net deferred tax assets are as follows:
<TABLE>
<CAPTION>
DECEMBER 31
1996 1995
------------------------------------
<S> <C> <C>
Deferred tax assets:
Accrued liabilities $ 1,110 $ 585
Book over tax depreciation and amortization 167 113
Income tax credits 312 260
Net operating loss carryforward 12,117 5,963
------------------------------------
Total deferred tax assets 13,706 6,921
Less valuation allowance (12,333) (5,548)
------------------------------------
Net deferred tax assets $ 1,373 $ 1,373
====================================
</TABLE>
Management believes it is more likely than not that the net deferred tax assets
of $1,373 at December 31, 1996 will be realized. However, the amount of the
deferred tax assets considered realizable could be reduced in the near term if
estimates of future taxable income are reduced.
At December 31, 1996, the Company had a net operating loss carryforward (NOL) of
approximately $30,300 which is available to offset taxable income through 2011.
For financial reporting purposes, a valuation allowance has been recorded to
offset deferred tax assets that may not be realized. Included in the NOL is
approximately $7,000 of deductions resulting from disqualifying dispositions of
stock options. These deductions currently have a full valuation allowance and
when realized for financial statement purposes they will not result in a
reduction in income tax expense. Rather, the benefit will be recorded as
additional paid-in-capital.
Section 382 of the Internal Revenue Code restricts the annual utilization of the
NOL's incurred prior to a change in ownership. Such a change in ownership may
have occurred in connection with stock transactions in 1993 and 1996, and the
Company is currently assessing possible restrictions on the use of its NOL as a
result of such possible change in ownership. There can be no assurance that
certain of the Company's NOL will be available for use in the future.
Significant components of income tax expense (benefit) are foreign income taxes
in 1995 of $21 and deferred federal and state taxes of $(502) in 1994. In 1995,
$25 of taxes were paid. No income taxes were paid in 1996 or 1994.
A reconciliation of statutory federal income taxes to the income tax expense
(benefit) recorded is as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1996 1995 1994
------------------------------------------------------
<S> <C> <C> <C>
Income taxes at statutory rate $(8,785) $ (239) $ 367
State taxes, net of federal benefit (1,255) (34) 52
Foreign taxes - 21 -
Change in valuation allowance 5,539 391 (894)
Use of net operating loss carryforwards - (102) (20)
Non-deductible acquisition costs 4,470 - -
Other 31 (16) (7)
------------------------------------------------------
$ - $ 21 $ (502)
======================================================
</TABLE>
The change in the valuation allowance includes the effect of disqualifying
dispositions of stock options which as discussed above do not impact tax
expense.
11. EMPLOYEE BENEFIT PLAN
The Company has a voluntary defined contribution plan under Section 401(k) of
the Internal Revenue Code which covers substantially all U.S. employees of the
Company. The Company also has voluntary defined contribution plans which cover
substantially all employees of the Company. Contributions to the latter are
limited to the employer's discretionary annual contribution.
The Company recognized expense for contributions to the plans as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1996 1995 1994
------------------------------------------------------
<S> <C> <C> <C>
Defined contribution plan (401K) $ 61 $ 44 $ 31
Voluntary contribution plans 367 451 287
------------------------------------------------------
$428 $495 $318
======================================================
</TABLE>
12. FOREIGN SALES
Sales to foreign customers accounted for 21%, 14% and 3% of total revenue in the
years ended December 31, 1996, 1995 and 1994, respectively.
13. CONTINGENCIES
The Company is engaged in certain legal proceedings and claims arising in the
ordinary course of its business. The ultimate liabilities, if any, which may
result from these or other pending or threatened legal actions against the
Company cannot be determined at this time. However, in the opinion of
management, the facts known at the present time do not indicate that there is a
probability that such litigation will have a material effect on the financial
position of the Company.
Report of Independent Auditors
The Board of Directors
Secure Computing Corporation
We have audited the accompanying consolidated balance sheets of Secure Computing
Corporation as of December 31, 1996 and 1995, and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
three years in the period ended December 31, 1996. Our audits also included the
financial statement schedule listed in the Index at Item 14(a). These
consolidated financial statements and schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits. We did not audit the
financial statements of Enigma Logic, Inc. and Border Network Technologies Inc.,
which statements reflect total assets constituting 7% in 1995, and total
revenues constituting 26% in 1995 and 14% in 1994 of the related consolidated
totals. Those statements were audited by other auditors whose report has been
furnished to us, and our opinion, insofar as it relates to data included for
Enigma Logic, Inc. and Border Network Technologies, Inc., is based solely on the
report of other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits and the reports of other auditors provide a
reasonable basis for our opinion.
In our opinion, based on our audits and the reports of other auditors, the
consolidated financial statements referred to above present fairly, in all
material respects, the consolidated financial position of Secure Computing
Corporation at December 31, 1996 and 1995, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1996, in conformity with generally accepted accounting principles.
Also, in our opinion, based upon our audits and the report of other auditors,
the related financial statement schedule, when considered in relation to the
basic consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
January 30, 1997
Report of Independent Accountants
To the Board of Directors and Shareholders of
Enigma Logic, Inc.
In our opinion, the accompanying balance sheets and the related statements of
operations, shareholder' deficit and cash flows present fairly, in all material
respects, the fiancial position of Enigma Logic, Inc. at December 31, 1995 and
1994 and the results of its operations and its cash flows for the three years
in the period ended December 31, 1995, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting princples used
and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
San Jose, California
March 1, 1996
PRICE WATERHOUSE
March 29, 1996
AUDITORS' REPORT
To the Shareholders of
Border Network Technologies Inc.
We have audited the consolidated balance sheet of Border Network Technologies
Inc. as at December 31, 1995 and the consolidated statements of operations and
retained earnings (deficit) and changes in financial position for the year then
ended. These financial statements are the responsibility of the company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform an audit to obtain reasonable
assurance whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.
In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the company as at December 31, 1995
and the results of its operations and the changes in its financial position for
the year then ended in accordance with generally accepted accounting principles.
The financial statements as at December 31, 1994 and for the period then ended
were audited by other auditors who expressed an opinion without reservation on
those statements in their report dated October 2, 1995.
/s/ Price Waterhouse
Chartered Accountants
Toronto, Ontario
AUDITORS' REPORT
TO THE SHAREHOLDERS
BORDER NETWORK TECHNOLOGIES INC.
We have audited the balance sheet of Border Network Technologies Inc. as at
December 31, 1994 and the statements of loss and deficit and changes in
financial position for the period then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform an audit to obtain reasonable
assurance whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.
In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at December 31, 1994 and the
results of its operations and the changes in its financial position for the
period then ended in accordance with generally accepted accounting principles.
Mississauga, Ontario /s/ McClurkin Ahier & Company
October 2, 1995 CHARTERED ACCOUNTANTS
57 Queen Street South, Mississauga. Ontario L5M lK5 Tel: (905) 858-4147
Fax: (905) 858-1162
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
SECURE COMPUTING CORPORATION
Date: March 31, 1997 By /s/ Jeffrey H. Waxman
-------------------------------------
Jeffrey H. Waxman
President and Chief Executive 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, and in the capacities indicated on March 31, 1997.
Signature Title
/s/ Jeffrey H. Waxman President and Chief Executive Officer
- -------------------------------- and Director
Jeffrey H. Waxman (Principal Executive Officer)
/s/ Timothy P. McGurran Chief Financial Officer
- -------------------------------- (Principal Financial and Accounting
Timothy P. McGurran Officer)
* Director
- --------------------------------
Robert Forbes
* Director
- --------------------------------
Robert J. Frankenberg
* Director
- --------------------------------
Timothy H. Hanson
* Director
- --------------------------------
Ervin F. Kamm, Jr.
* Director
- --------------------------------
Glenn G. Mackintosh
* Director
- --------------------------------
Stephen M. Puricelli
* Director
- --------------------------------
Eric P. Rundquist
* Director
- --------------------------------
Dennis J. Shaughnessy
* Jeffrey H. Waxman by signing his name hereto, does hereby sign this document
on behalf of each of the above named directors of the Registrant pursuant to
power of attorney duly executed by such persons.
/s/ Jeffrey H. Waxman
-----------------------------------
Jeffrey H. Waxman, Attorney in fact
<TABLE>
<CAPTION>
Secure Computing Corporation
Schedule II
Valuation and Qualifying Accounts
Years Ended December 31, 1996, 1995 and 1994
Additions
Balance at Charged to
Beginning Costs and Less Balance at
Description of Year Expenses Deductions End of Year
--------- --------- ---------- -----------
<S> <C> <C> <C> <C>
Year Ended 12/31/96:
Contract loss reserve $ 250,000 $ -- $ -- $ 250,000
Warranty reserves 120,000 35,000 (90,000) 65,000
Sales return allowance 70,000 50,000 -- 120,000
Allowance for doubtful accounts 131,000 462,000 (303,000) 290,000
Inventory reserve -- 150,000 -- 150,000
========= ========= ========= =========
Total $ 571,000 $ 697,000 $(393,000) $ 875,000
========= ========= ========= =========
Year Ended 12/31/95:
Contract loss reserve $ 200,000 $ 50,000 $ -- $ 250,000
Warranty reserve 34,000 86,000 -- 120,000
Sales return allowance -- 70,000 -- 70,000
Allowance for doubtful accounts 165,000 115,000 (149,000) 131,000
========= ========= ========= =========
Total $ 399,000 $ 321,000 $(149,000) $ 571,000
========= ========= ========= =========
Year Ended 12/31/94:
Contract loss reserve $ 154,000 $ 46,000 $ -- $ 200,000
Allowance for doubtful accounts 150,000 65,000 (50,000) 165,000
Warranty reserves -- 34,000 -- 34,000
========= ========= ========= =========
Total $ 304,000 $ 145,000 $ (50,000) $ 399,000
========= ========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION PAGE
- ------- ----------- ----
<S> <C> <C>
2.1 Agreement and Plan of Merger among Secure Computing Corporation, Owl Acquisition, Inc. Incorporated by
and Enigma Logic, Inc. dated as of June 24, 1996, as amended as of July 31, 1996.(1) reference
2.2 Acquisition and Pre-Amalgamation Agreement among Secure Computing Corporation, Edge Incorporated
Acquisition Inc. and Border Network Technologies, Inc. dated as of May 28, 1996, as by reference
amended as of July 31, 1996.(1)
2.3 Amalgamation Agreement dated as of August 29, 1996.(2) Incorporated by
reference
3.1 Restated Certificate of Incorporation of Registrant.(3) Incorporated by
reference
3.2 By-Laws of the Registrant.(4) Incorporated by
reference
4.1 Specimen of Common Stock certificate.(5) Incorporated by
reference
4.2 Certificate of Designation.(6) Incorporated by
reference
10.1 Registration Rights Agreement among ITI, Incorporated, Grotech Partners II, L.P., Incorporated by
Ideas, Inc. and Bernard Farkas dated July 14, 1989.(7) reference
10.2 Purchase Agreement among ITI Incorporated, Grotech Partners II, L.P., Ideas Inc. and Incorporated by
Bernard Farkas dated July 14, 1989.(8) reference
10.3 Purchase Agreement among ITI Incorporated and Corporate Venture Partners dated Incorporated by
December 13, 1989.(9) reference
10.4 First Amendment dated December 13, 1989 among ITI, Incorporated, Grotech Partners II,
Incorporated by L.P., Ideas, Inc., and Bernard Farkas and Corporate Venture Partners to
Registration reference Rights Agreement among ITI, Incorporated, Grotech Partners II,
L.P., Ideas, Inc. and Bernard Farkas dated July 14, 1989.(10)
10.5 Software Agreement between AT&T Information Systems Inc. and ITI, Incorporated, Incorporated by
Agreement No. SOFT-01701, dated April 2, 1990, including Supplement No. 1, UNIX System reference
V Release 3.0, Supplement No. 2 dated August 10, 1990; Sublicensing Agreement between
AT&T Information Systems, Inc.; Letter Agreement between UNIX System Laboratories, Inc.
and ITI, Inc. dated April 15, 1991; Letter Agreement modifying Software Agreement No.
SOFT-01701 dated October 22, 1992; and Software Agreement between AT&T Information
Systems Inc. and ITI, Incorporated, Agreement No. SOFT-02036, dated July 26, 1991.(11)
10.6 Agreement and Plan of Merger and Reorganization among ITI Incorporated and Secure Incorporated by
Computing Technology Company dated May 29, 1992.(12) reference
10.7 Contract between the United States of America and Secure Computing Corporation, Contract Incorporated by
No. MDA904-93-C-C034, dated December 16, 1992, including Amendment No. P00001 dated reference
January 25, 1993; Amendment No. P00002 dated March 10, 1993; Amendment No. P00003 dated
February 18, 1993; Amendment No. P00004 dated March 15, 1993; Amendment No. P00005 dated
October 27, 1993; Amendment No. P00006 dated December 13, 1993; Amendment No. P00007
dated December 30, 1993; Amendment No. P00008 dated April 29, 1994; Amendment No. P00009
dated October 14, 1994; Amendment No. P00010 dated November 30, 1994; Amendment No.
P00011 dated December 21, 1994; Amendment No. P00012 dated January 25, 1995; Amendment
No. P00013 dated May 3, 1995; Amendment No. P00014 dated May 26, 1995; Amendment No.
P00015 dated June 28, 1995; Amendment No. P00016 dated July 24, 1995; Amendment No.
P00017 dated October 4, 1995; Amendment No. A00001 dated January 11, 1993; Amendment No.
A00002 dated March 24, 1993; Amendment No. A00003 dated March 30, 1993; Amendment No.
A00004 dated May 1, 1993; Amendment No. A00005 dated July 8, 1993.(13)
10.8 The following amendments to Contract between the United States of America and Secure Filed Filed
Computing Corporation, Contract No. MDA904-93-C-C034: Amendment No. A00006 effective June Electronically
4, 1996, Amendment No. P00018 effective October 13, 1995, Amendment No. P00019 effective
November 13, 1995, Amendment No. P00020 effective December 15, 1995, Amendment No. P00021
effective December 11, 1995, Amendment No. P00022 effective January 5, 1996, Amendment No.
P00023, effective January 22, 1996, Amendment No. P00024 effective January 29, 1996,
Amendment No. P00025 effective February 12, 1996, Amendment No. P00026 effective March 11,
1996, Amendment No. P00027 effective April 10, 1996, Amendment No. P00028 effective April
11, 1996, Amendment No. P00029 effective April 24, 1996, Amendment No. P00030 effective
June 6, 1996, Amendment No. P00031 effective June 6, 1996, Amendment No. P00032 effective
July 2, 1996, Amendment No. P00033 effective September 12, 1996, and Amendment No. P00034
effective October 31, 1996.
10.9 Secure Computing Corporation Profit Sharing and Retirement Plan--Summary Plan Incorporated by
Description dated February 1, 1994.(14) reference
10.10 Software License Agreement between Berkeley Software Design, Inc. and Secure Computing Incorporated by
Corporation, dated February 7, 1994.(15) reference
10.11 Second Amendment to Purchase Agreement among Secure Computing Corporation, Grotech
Incorporated by Partners II, L.P., Corporate Venture Partners, L.P., Ideas, Inc. and
Bernard Farkas reference dated September 19, 1994, to Purchase Agreement dated July 14,
1989 among ITI, Incorporated, Grotech Partners II, L.P., Ideas, Inc. and Bernard
Farkas.(16)
10.12 Purchase Agreement between Secure Computing Corporation and FBL Ventures of South Incorporated by
Dakota, Inc. dated September 20, 1994.(17) reference
10.13 Employment Agreement between Secure Computing Corporation and Jeffrey H. Waxman dated Incorporated by
November 4, 1997.(18) + reference
10.14 Employment Agreement between Secure Computing Corporation and Kermit M. Beseke dated Incorporated by
December 31, 1994.(19) + reference
10.15 Employment Agreement between Secure Computing Corporation and James Boyle dated Incorporated by
October 7, 1996.(20) reference
10.16 Employment Agreement between Secure Computing Corporation and Christine Hughes dated Incorporated by
November 8, 1996, including the letter agreement dated November 7, 1996. (21) + reference
10.17 Employment Agreement between Secure Computing Corporation and Donald Whitbeck dated Incorporated by
August 29, 1996. (22) + reference
10.18 Employment Agreement between Secure Computing Corporation and Timothy P. McGurran dated Incorporated by
August 27, 1996. (23) + reference
10.19 Employment Agreement between Secure Computing Corporation and Gary D. Taggart dated Filed
October 2, 1996. + Electronically
10.20 Employment Agreement between Secure Computing Corporation and Glenn G. Mackintosh dated Filed
August 29, 1996. (24) + Electronically
10.21 Employment Agreement between Secure Computing Corporation and Craig A. Alesso dated Incorporated by
September 16, 1995.(25) + reference
10.22 Employment Agreement between Secure Computing Corporation and Gene C. Leonard dated Incorporated by
September 1, 1995.(26) + reference
10.23 Employment Agreement between Secure Computing Corporation and Dean Nordahl dated Incorporated by
September 28, 1995.(27) + reference
10.24 Employment Agreement between Secure Computing Corporation and Joe Anzures dated Incorporated by
September 28, 1995.(28) + reference
10.25 Description of Secure Computing Corporation Management Incentive Plan.(29) + Incorporated by
reference
10.26 Secure Computing Corporation Amended and Restated 1995 Omnibus Stock Plan. + Filed
Electronically
10.27 Secure Computing Corporation Management Incentive Plan for 1996 for Kermit M. Beseke.(30)+ Incorporated by
reference
10.28 Secure Computing Corporation Employee Stock Purchase Plan(31)+ Incorporated by
reference
11.1 Statement of Computation of Earnings Per Share. Filed
Electronically
23.1 Consent of Ernst & Young LLP. Filed
Electronically
23.2 Consent of Price Waterhouse, Chartered Accountants, Toronto, Canada. Filed
Electronically
23.3 Consent of Price Waterhouse, LLP, San Jose, California. Filed
Electronically
23.4 Consent of McClurkin Ahier & Company, Chartered Accountants. Filed
Electronically
24.1 Powers of Attorney Filed
Electronically
27.1 Financial Data Schedule. Filed
Electronically
</TABLE>
- -------------
1 Incorporated by reference to Appendix A to the Company's Definitive
Proxy Statement dated August 5, 1996 and filed August 7, 1996 with the
Securities and Exchange Commission (File No. 0-27074).
2 Incorporated herein by reference to Exhibit 2.3 to the Company's
Current Report on Form 8-K filed September 12, 1996 (File No. 0-27074).
3 Incorporated herein by reference to Exhibit 3.2 to the Company's Form
10-K filed on March 28, 1996 (File No. 0-27074).
4 Incorporated herein by reference to Exhibit 3.3 to the Company's
Registration Statement on Form S-1 (Registration Number 33-97838).
5 Incorporated herein by reference to the same numbered Exhibit to
Amendment No. 2 to the Company's Registration Statement on Form S-1
(Registration Number 33-97838).
6 Incorporated herein by reference to Exhibit 4.1 to the Company's
Current Report on Form 8-K filed on September 12, 1996 (File No.
0-27074).
7 Incorporated herein by reference to Exhibit 10.2 to the Company's
Registration Statement on Form S-1 (Registration Number 33-97838).
8 Incorporated herein by reference to Exhibit 10.4 to the Company's
Registration Statement on Form S-1 (Registration Number 33-97838).
9 Incorporated herein by reference to Exhibit 10.6 to the Company's
Registration Statement on Form S-1 (Registration Number 33-97838).
10 Incorporated herein by reference to Exhibit 10.7 to the Company's
Registration Statement on Form S-1 (Registration Number 33-97838).
11 Incorporated herein by reference to Exhibit 10.9 to the Company's
Registration Statement on Form S-1 (Registration Number 33-97838).
12 Incorporated herein by reference to Exhibit 10.12 to the Company's
Registration Statement on Form S-1 (Registration Number 33-97838).
13 Incorporated herein by reference to Exhibit 10.13 to the Company's
Registration Statement on Form S-1 (Registration Number 33-97838).
14 Incorporated herein by reference to Exhibit 10.15 to the Company's
Registration Statement on Form S-1 (Registration Number 33-97838).
15 Incorporated herein by reference to Exhibit 10.16 to the Company's
Registration Statement on Form S-1 (Registration Number 33-97838).
16 Incorporated herein by reference to Exhibit 10.21 to the Company's
Registration Statement on Form S-1 (Registration Number 33-97838).
17 Incorporated herein by reference to Exhibit 10.22 to the Company's
Registration Statement on Form S-1 (Registration Number 33-97838).
18 Incorporated herein by reference to Exhibit 10.4 to the Company's Form
10-Q filed on November 14, 1996 (File No. 0-27074).
19 Incorporated herein by reference to Exhibit 10.23 to the Company's
Registration Statement on Form S-1 (Registration Number 33-97838).
20 Incorporated by reference to Exhibit 10.5 to the Company's Form 10-Q
filed on November 14, 1996 (File No. 0-27074).
21 Incorporated by reference to Exhibit 10.3 to the Company's Form 10-Q
filed on November 14, 1996 (File No. 0-27074).
22 Incorporated by reference to Exhibit 10.7 to the Company's form 10-Q
filed on November 14, 1996 (File No. 0-27074).
23 Incorporated by reference to Exhibit 10.8 to the Company's Form 10-Q
filed on November 14, 1996 (File No. 0-27074).
24 Incorporated herein by reference to Exhibit 10.6 to the Company's Form
10-Q filed on November 14, 1996 (File No. 0-27074).
25 Incorporated herein by reference to Exhibit 10.24 to the Company's
Registration Statement on Form S-1 (Registration Number 33-97838).
26 Incorporated herein by reference to Exhibit 10.25 to the Company's
Registration Statement on Form S-1 (Registration Number 33-97838).
27 Incorporated herein by reference to Exhibit 10.26 to the Company's
Registration Statement on Form S-1 (Registration Number 33-97838).
28 Incorporated herein by reference to Exhibit 10.27 to the Company's
Registration Statement on Form S-1 (Registration Number 33-97838).
29 Incorporated herein by reference to Exhibit 10.28 to the Company's
Registration Statement on Form S-1 (Registration Number 33-97838).
30 Incorporated herein by reference to Exhibit 10.24 to the Company's Form
10-K filed on March 28, 1996 (File No. 0-27074).
31 Incorporated herein by reference to Exhibit 4.03 to the Company's
Registration Statement on Form S-8 (Registration Number 333-114151)
+ Management Contract or compensatory plan or arrangement required to be
filed as an exhibit hereto pursuant to Item 14(c) of Form 10-K and Item
601 of Regulation S-K.
<TABLE>
<S> <C>
EXHIBIT 10.8
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT CONTRACT ID CODE PAGE OF PAGES
1 1
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (IF
A00006 SEE BLOCK 16C APPLICABLE)
6. ISSUED BY CODE S2401A 7. ADMINISTERED BY (IF OTHER THAN ITEM 6) CODE
DCMC Twin Cities
3001 Metro Drive
Bloomington, MN 55425-1573
(C. Smith/DCMC-GTOS 612-335-2143)
8. NAME AND ADDRESS OF CONTRACTOR (NO., STREET, COUNTY, STATE AND ZIP CODE) (x) 9A. AMENDMENT OF SOLICITATION NO.
Secure Computing Corporation
2675 Long Lake Rd. 9B. DATED (SEE ITEM 11)
Roseville, MN 55113
10A. MODIFICATION OF CONTRACT/ORDER NO.
X MDA904-93-C-C034
CODE 0HDC7 FACILITY CODE 10B. DATED (SEE ITEM 13)
95 DEC 16
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
|_| The above numbered solicitation is amended as set forth in Item 14. The hour
and date specified for receipt of Offers |_| is extended, |_| is not extended.
Offer's must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:
(a) By completing Items 8 and 15, and returning ___________ copies of the
amendment; (b) By acknowledging receipt of this amendment on each copy of the
offer submitted; or (c) By separate letter or telegram which includes a
reference to the solicitation and amendment numbers. FAILURE OF YOUR
ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS
PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If
by virtue of this amendment you desire to change an offer already submitted,
such change may be made by telegram or letter, provided each telegram or letter
makes reference to the solicitation and this amendment, and is received prior to
the opening hour and date specified.
12. ACCOUNTING AND APPROPRIATION DATA (IF REQUIRED)
NO CHANGE
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACT/ORDERS,
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
(x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (SPECIFY AUTHORITY) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT
ORDER NO. IN ITEM 10A.
X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (SUCH AS CHANGES IN PAYING OFFICE,
APPROPRIATION DATE, ETC.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
D. OTHER (SPECIFY TYPE OF MODIFICATION AND AUTHORITY)
E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return ____________ copies to the issuing office.
14. DESCRIPTION OF AMENDMENT/MODIFICATION (ORGANIZED BY UCF SECTION HEADINGS,
INCLUDING SOLICITATION/CONTRACT SUBJECT MATTER WHERE feasible.)
1. THE PURPOSE OF THIS MODIFICATION IS TO DELETE FAR 52.245-1 FROM THIS CONTRACT.
2. ALL OTHER TERMS & CONDITIONS OF THIS CONTRACT SHALL REMAIN THE SAME.
DISTRIBUTION:
Contract, DFAS, DCMC-Twin Cities, Maryland Procurement Office, Attn:, 9800 Savage Rd, Ranx 111, Ft. George G. Meade, MD 20755-6000
Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains
unchanged and in full force and effect.
15A. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 16A. NAME AND TITLE OF CONTRACTING OFFICER (TYPE OR PRINT)
Kermit M. Beseke STEPHEN J. WILMES
President & CEO Administrative Contracting Officer
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED
____________________________ BY /s/ Stephen J. Wilmes 4 JUNE 1996
(Signature of person authorized to sign) (Signature of Contracting Officer)
NSN 7540-01-152-9070 PerFORM (DLA) STANDARD FORM 30 (REV.10-83)
PREVIOUS EDITION UNUSABLE PRESCRIBED by GSA
FAR(8 CFR) 53.243
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT CONTRACT ID CODE PAGE OF PAGES
1 3
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (IF
P00018 13 Oct. 1995 V5924001 A/18 APPLICABLE)
6. ISSUED BY CODE H98230 7. ADMINISTERED BY (IF OTHER THAN ITEM 6) CODE
Maryland Procurement Office
9800 Savage Rd., Fanx III
Ft. George G. Meade, MD 20755-6000
Attn: N141(EPS), Phone: (410) 859-4071
8. NAME AND ADDRESS OF CONTRACTOR (NO., STREET, COUNTY, STATE AND ZIP CODE) (x) 9A. AMENDMENT OF SOLICITATION NO.
Secure Computing Corporation
Attn: Bill Erbes (612 / 628-2733)
2675 Long Lake Rd. 9B. DATED (SEE ITEM 11)
Roseville, MN 55113
10A. MODIFICATION OF CONTRACT/ORDER NO.
MDA904-93-C-C034
CODE FACILITY CODE 10B. DATED (SEE ITEM 13)
16 DECEMBER 1995
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
|_| The above numbered solicitation is amended as set forth in Item 14. The hour
and date specified for receipt of Offers |_| is extended, |_| is not extended.
Offer's must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:
(a) By completing Items 8 and 15, and returning ___________ copies of the
amendment; (b) By acknowledging receipt of this amendment on each copy of the
offer submitted; or (c) By separate letter or telegram which includes a
reference to the solicitation and amendment numbers. FAILURE OF YOUR
ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS
PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If
by virtue of this amendment you desire to change an offer already submitted,
such change may be made by telegram or letter, provided each telegram or letter
makes reference to the solicitation and this amendment, and is received prior to
the opening hour and date specified.
12. ACCOUNTING AND APPROPRIATION DATA (IF REQUIRED)
See page 2 OBLIGATE: $1,178,734.00
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACT/ORDERS,
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
(x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (SPECIFY AUTHORITY) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT
ORDER NO. IN ITEM 10A.
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (SUCH AS CHANGES IN PAYING OFFICE,
APPROPRIATION DATE, ETC.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
X D. OTHER (SPECIFY TYPE OF MODIFICATION AND AUTHORITY)
INCREMENTAL FUNDING.
E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return ____________ copies to the issuing office.
14. DESCRIPTION OF AMENDMENT/MODIFICATION (ORGANIZED BY UCF SECTION HEADINGS,
INCLUDING SOLICITATION/CONTRACT SUBJECT MATTER WHERE feasible.)
1. THE PURPOSE OF THIS MODIFICATION IS PROVIDE FISCAL YEAR 1996 FUNDING TO COVER
COST AND AWARD FEE BILLING FOR THE ABOVE REFERENCED CONTRACT. IT IS EXPECTED TO
ALLOW THE CONTRACTOR TO PERFORM THE WORK REQUIRED THROUGH 30 NOVEMBER 1995.
2. ACCORDINGLY, THE FOLLOWING SECTIONS HAVE BEEN MODIFIED.
Except as provided herein, all terms and conditions of the document referenced
in Item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
15A. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 16A. NAME AND TITLE OF CONTRACTING OFFICER (TYPE OR PRINT)
ANDREW D. SNYDER
Contracting Officer
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED
____________________________ BY /S/ ANDREW D. SNYDER 13-OCT. 1995
(Signature of person authorized to sign)
NSN 7540-01-152-9070 PerFORM (DLA) STANDARD FORM 30 (REV.10-83)
PREVIOUS EDITION UNUSABLE PRESCRIBED by GSA
FAR(8 CFR) 53.243
SECTION G - CONTRACT ADMINISTRATION DATA:
G. l - ACCOUNTING AND APPROPRIATION DATA is revised to read as follows:
ACR: AA
972/30400.4500 524351 999-3100 S18119 04539004 S0000 V5 XXX XXX
OBLIGATED FOR CPAF COST $347,000.00
ACR: AB
973/40400.4500 534351 999-3100 S18119 04539004 S0000 V5 XXX XXX
COST PLUS FIXED FEE PORTION $355,490.00
COST PLUS AWARD FEE PORTION $5,372,370.00
TOTAL OBLIGATION $5,727,860.00
ACR: AC
974/50400.4500 544351 999-2500 S18119 04100200 1V 0000 V5 106B
OBLIGATED COST & BASE FEE $9,816,877.00
OBLIGATED EARNED AWARD FEE $782,084.00
TOTAL OBLIGATED $10,598,961.00
ACR: AD
974/60400.4500 554E51 999-2500 S 18119 04100200 IX 0000 V5 106B
OBLIGATED FOR COST $8,835,354.00
OBLIGATED FOR BASE FEE $60,602.00
OBLIGATED FOR EARNED AWARD FEE $203,315.00
OBLIGATED FOR FUTURE AWARD FEE $564,017.00
TOTAL OBLIGATION $9,663,288.00
ACR: AE
976/70400.4500 564E51 999-3100 S18119 03200107 IX 0000 X3 106B
OBLIGATED FOR COST: $1,063,727.00
OBLIGATED FOR FUTURE AWARD FEE $115,007.00
TOTAL OBLIGATION $1,178,734.00
G.6 - 352.232-9008 INCREMENTAL FUNDING - AWARD (OCT 1993)
a) This contract is subject to incremental funding. The total CPAF
amount negotiated and agreed to is $32,252,508.00. Notwithstanding the total
amount negotiated and agreed to, funds in the amount of only $27,160,353.00 are
currently obligated for this action. Therefore, the contractor shall not incur
costs in EXCESS OF $24,860,930.00 and shall not be paid a base fee (CPAF), in
excess of $635,000.00 award fee in excess of $1,664,423.00 until the contract is
modified to obligate additional funds. Notwithstanding any other provision of
this contract, the Government shall not be liable to reimburse the contractor
for costs and fee in excess of the sum obligated on this contract.
(b) In accordance with the Limitation of Funds Clause, the contractor
shall notify the Contracting Officer in writing whenever it has reason to
believe that the costs it expects to incur under this contract in the next 60
days, when added to all costs previously incurred, will exceed 75 percent of the
amount currently obligated on the contract. The contractor's notice shall
include an estimate of funds required to continue performance.
(c) It is expected that the current funding increment obligated by this
action shall allow the contractor to perform the required work through 30
NOVEMBER 1995. In accordance with the Limitation of Funds clause of the
contract, 60 days before the end of the period specified above, the Contractor
shall notify the Contracting Officer in writing of the estimated amount of
additional funds, if any, required to continue performance for any further
period specified (or otherwise agreed upon), and when the funds will be
required.
(d) If, after notification by the contractor pursuant to the
Limitations of Funds clause, additional funds are required to be obligated for a
further period, this clause will be modified accordingly.
(End of clause)
3. As a result funding profile is revised to read as follows:
CPAF PORTION FROM BY TO
Estimated Cost $23,797,203.00 $1,063,727.00 $24,860,930.00
Base Fee $635,000.00 $635,000.00
Earned Award Fee $985,399.00 $985,399.00
Future Award Fee $564,017.00 $115,007.00 $679,024.00
Total CPAF $25,981,619.00 $1,178,734.00 $27,160,353.00
CPFF PORTION
Estimated Cost $366,222.00 $366,222.00
Fixed Fee $19,268.00 $19,268.00
Total CPFF $355,490.00 $355,490.00
4. Except as provided herein, all other terms and conditions of the subject contract remain in full force.
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT CONTRACT ID CODE PAGE OF PAGES
1 3
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (IF
P00019 13 Nov 1995 V5924001 A/19 APPLICABLE)
6. ISSUED BY CODE H98230 7. ADMINISTERED BY (IF OTHER THAN ITEM 6) CODE
Maryland Procurement Office
9800 Savage Rd., Fanx III
Ft. George G. Meade, MD 20755-6000
Attn: N141(EPS), Phone: (410) 859-4071
8. NAME AND ADDRESS OF CONTRACTOR (NO., STREET, COUNTY, STATE AND ZIP CODE) (x) 9A. AMENDMENT OF SOLICITATION NO.
Secure Computing Corporation
Attn: Bill Erbes (612/628-2733)
2675 Long Lake Rd. 9B. DATED (SEE ITEM 11)
Roseville, MN 55113
10A. MODIFICATION OF CONTRACT/ORDER NO.
MDA904-93-C-C034
CODE FACILITY CODE 10B. DATED (SEE ITEM
13)
16 DECEMBER 1995
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
|_| The above numbered solicitation is amended as set forth in Item 14.
The hour and date specified for receipt of Offers |_| is extended, |_| is not extended.
Offer's must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:
(a) By completing Items 8 and 15, and returning ___________ copies of the
amendment; (b) By acknowledging receipt of this amendment on each copy of the
offer submitted; or (c) By separate letter or telegram which includes a
reference to the solicitation and amendment numbers. FAILURE OF YOUR
ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS
PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If
by virtue of this amendment you desire to change an offer already submitted,
such change may be made by telegram or letter, provided each telegram or letter
makes reference to the solicitation and this amendment, and is received prior to
the opening hour and date specified.
12. ACCOUNTING AND APPROPRIATION DATA (IF REQUIRED)
See Page 2 OBLIGATE: $1,000,000.00
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACT/ORDERS,
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
(x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (SPECIFY AUTHORITY) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT
ORDER NO. IN ITEM 10A.
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (SUCH AS CHANGES IN PAYING OFFICE,
APPROPRIATION DATE, ETC.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
X D. OTHER (SPECIFY TYPE OF MODIFICATION AND AUTHORITY)
INCREMENTAL FUNDING
E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return ____________ copies to the issuing office.
14. DESCRIPTION OF AMENDMENT/MODIFICATION (ORGANIZED BY UCF SECTION HEADINGS,
INCLUDING SOLICITATION/CONTRACT SUBJECT MATTER WHERE feasible.)
1. THE PURPOSE OF THIS MODIFICATION IS TO PROVIDE FISCAL YEAR 1996 FUNDING TO
COVER COST AND AWARD FEE BILLING FOR THE ABOVE REFERENCED CONTRACT. IT IS
EXPECTED TO ALLOW THE CONTRACTOR TO PERFORM THE WORK REQUIRED THROUGH 31 JANUARY
1996.
2. ACCORDINGLY, THE FOLLOWING SECTIONS ARE HEREBY MODIFIED.
Except as provided herein, all terms and conditions of the document referenced
in Item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
15A. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 16A. NAME AND TITLE OF CONTRACTING OFFICER (TYPE OR PRINT)
ANDREW D. SNYDER
Contracting Officer
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED
_____________________________________ BY /s/ Andrew D. Snyder 13 Nov. 1995
(SIGNATURE OF PERSON AUTHORIZED TO SIGN)
(SIGNATURE OF CONTRACTING OFFICER)
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITION UNUSABLE PRESCRIBED by GSA
5AP/48 CER\53.243
SECTION G - CONTRACT ADMINISRATION DATA:
G.1 - ACCOUNTING AND APPROPRIATION DATA is revised to read as follows:
ACR: AA
972/30400.4500 524351 999-3100 S18119 04539004 S0000 V5 XXX XXX
OBLIGATED FOR CPAF COST $347,000.00
ACR: AB
973/40400.4500 534351 999-3100 S18119 04539004 S0000 V5 XXX XXX
COST PLUS FIXED FEE PORTION $355,490.00
COST PLUS AWARD FEE PORTION $5,372,370.00
TOTAL OBLIGATION $5,727,860.00
ACR: AC
974/50400.4500 544351 999-2500 S18119 04100200 IV 0000 V5 106B
OBLIGATED COST & BASE FEE $9,816,877.00
OBLIGATED EARNED AWARD FEE $782,084.00
TOTAL OBLIGATED $10,598,961.00
ACR: AD
974/60400.4500 554E51 999-2500 S18119 04100200 IX 0000 V5 106B
OBLIGATED FOR COST $8,835,354.00
OBLIGATED FOR BASE FEE $60,602.00
OBLIGATED FOR EARNED AWARD FEE $203,315.00
OBLIGATED FOR FUTURE AWARD FEE $564,017.00
TOTAL OBLIGATION $9,663,288.00
ACR: AE
976/70400.4500 564E51 999-3100 S18119 03200107 IX 0000 X3 I06B
FROM BY TO
OBLIGATED FOR COST: $1,063,727.00 $873,604.00 $1,937,331.00
OBLIGT FOR FUTURE A/F $115,007.00 $126,396.00 $241,403.00
TOTAL OBLIGATION $1,178,734.00 $1,000,000.00 $2,178,734.00
G.6 - 352.232-9008 INCREMENTAL FUNDING - AWARD (OCT 1993)
a) This contract is subject to incremental funding.
The total CPAF amount negotiated and agreed to is $32,252,508.00.
Notwithstanding the total amount negotiated and agreed to, funds in the
amount of only $28,160,353.00 are currently obligated for this action.
Therefore, the contractor shall not incur costs in excess of
$25,734,534.00 and shall not be paid a base fee (CPAF), in excess of
$635,000.00 award fee in excess of $1,791,819.00 until the contract is
modified to obligate additional funds. Notwithstanding any other
provision of this contract, the Government shall not be liable to
reimburse the contractor for costs and fee in excess of the sum
obligated on this contract.
(b) ln accordance with the Limitation of Funds
Clause, the contractor shall notify the Contracting Offcer in writing
whenever it has reason to believe that the costs it expects to incur
under this contract in the next 60 days, when added to all costs
previously incurred, will exceed 75 percent of the amount currently
obligated on the contract. The contractor's notice shall include an
estimate of funds required to continue performance.
(c) It is expected that the current funding increment
obligated by this action shall allow the contractor to perform the
required work through 31 JANUARY 1996. In accordance with the
Limitation of Funds clause of the contract, 60 days before the end of
the period specified above, the Contractor shall notify the Contracting
Officer in writing of the estimated amount of additional funds, if any,
required to continue performance for any further period specified (or
otherwise agreed upon), and when the funds will be required.
(d) If, after notification by the contractor pursuant
to the Limitations of Funds clause, additional funds are required to be
obligated for a further period, this clause will be modified
accordingly.
(End of clause)
3. As a result funding profile is revised to read as follows:
CPAF PORTION FROM BY TO
Estimated Cost $24,860,930.00 $873,604.00 $24,860,930.00
Base Fee $635,000.00 $635,000.00
Earned Award Fee $985,399.00 $985,399.00
Future Award Fee $679,024.00 $126,396.00 $805,420.00
Total CPAF $27,160,353.00 $1,000,000.00 $28,160,353.00
CPFF PORTION
Estimated Cost $366,222.00 $366,222.00
Fixed Fee $19,268.00 $19,268.00
Total CPFF $355,490.00 $355,490.00
4. Except as provided herein, all other terms and conditions of the subject contract remain in full force
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT CONTRACT ID CODE PAGE OF PAGES
1 2
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (IF
P00020 15 Dec 1995 V5924001 A/18 APPLICABLE)
6. ISSUED BY CODE H98230 7. ADMINISTERED BY (IF OTHER THAN ITEM
6) CODE
Maryland Procurement Office
9800 Savage Rd., Fanx III
Ft. George G. Meade, MD 20755-6000
Attn: N141(EPS), Phone: (410) 859-4071
8. NAME AND ADDRESS OF CONTRACTOR (NO., STREET, COUNTY, STATE AND ZIP CODE) (x) 9A. AMENDMENT OF SOLICITATION NO.
Secure Computing Corporation
Attn: Bill Erbes (612/628-2733)
2675 Long Lake Rd. 9B. DATED (SEE ITEM 11)
Roseville, MN 55113
10A. MODIFICATION OF CONTRACT/ORDER NO.
MDA904-93-C-C034
CODE FACILITY CODE 10B. DATED (SEE ITEM 13)
16 DECEMBER 1995
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
|_| The above numbered solicitation is amended as set forth in Item 14. The hour
and date specified for receipt of Offers |_| is extended, |_| is not extended.
Offer's must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:
(a) By completing Items 8 and 15, and returning ___________ copies of the
amendment; (b) By acknowledging receipt of this amendment on each copy of the
offer submitted; or (c) By separate letter or telegram which includes a
reference to the solicitation and amendment numbers. FAILURE OF YOUR
ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS
PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If
by virtue of this amendment you desire to change an offer already submitted,
such change may be made by telegram or letter, provided each telegram or letter
makes reference to the solicitation and this amendment, and is received prior to
the opening hour and date specified.
12. ACCOUNTING AND APPROPRIATION DATA (IF REQUIRED)
See Section G OBLIGATE: $11,039,165.00
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACT/ORDERS,
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
(x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (SPECIFY AUTHORITY) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT
ORDER NO. IN ITEM 10A.
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (SUCH AS CHANGES IN PAYING OFFICE,
APPROPRIATION DATE, ETC.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
X D. OTHER (SPECIFY TYPE OF MODIFICATION AND AUTHORITY)
Mutal Agreement by both parties
E. IMPORTANT: Contractor |_| is not, |X| is required to sign this document and return 3 copies to the issuing office.
14. DESCRIPTION OF AMENDMENT/MODIFICATION (ORGANIZED BY UCF SECTION HEADINGS,
INCLUDING SOLICITATION/CONTRACT SUBJECT MATTER WHERE feasible.)
1. THE PURPOSE OF THIS MODIFICATION IS TO:
A) INCORPORATE REVISION ONE TO THE DD254 - CONTRACT SECURITY CLASSIFICATION SPECIFICATION, DATED 27 NOVEMBER 1995.
B) INCORPORATE SPECIAL PROVISION FOR EVALUATION OF CONTRACTORS PERFORMANCE.
C) CORRECTLY STATE THE AMOUNT OF ESTIMATED COST FOR THE CPAF PORTION
2. ACCORDINGLY, THE FOLLOWING SECTIONS HAVE BEEN MODIFIED.
Except as provided herein, all terms and conditions of the document referenced
in Item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
15A. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 16A. NAME AND TITLE OF CONTRACTING OFFICER (TYPE OR PRINT)
ANDREW D. SNYDER
Dean W. Nordahl, Chief Financial Officer Contracting Officer
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED
/s/ Dean W. Nordahl 12-15-95 BY /s/ Andrew D. Snyder 15 Dec. 1995
(SIGNATURE OF CONTRACTING OFFICER)
(SIGNATURE OF PERSON AUTHORIZED TO SIGN)
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITION UNUSABLE PRESCRIBED by GSA
5AP/48 CER\53.243
SECTION C - DESCRIPTION / SPECIFICATIONS / WORKSTATEMENT
Section C.4 is revised to read as follows:
C.4 - Contract Security Classification Specification, DD Form 254,
dated 27 November 1995.
SECTION H - SPECIAL CONTRACT REQUIREMENTS
The following clause is hereby incorporated into Section H as follows:
H.28 - CONTRACTOR PARTICIPATION IN CONTRACT PERFORMANCE EVALUATION ASSESSMENTS:
This contract will be subject to periodic Contractor Performance
Evaluation Assessments. In accordance with FAR 42.1502, the Maryland Procurement
Office maintains a database on Contractor past performance applicable to all
contracts over $1,000,000. Information on the performance of this contract will
be maintained in the database and updated on a yearly basis (if contract period
of performance exceeds one year) and at the completion of the contract. The
Contractor's participation in this process, in terms of review of the Contractor
Performance Evaluation Assessment form, shall not cause an increase in the
estimated cost/price of this contract.
SECTION J - LIST OF ATTACHMENTS
Section J.4 is revised to read as follows:
J.4 - Contract Security Classification Specification, DD Form 254,
dated 27 November 1995.
3. Total funding profile is revised to read as follows:
CPAF Portion CPFF Portion
Estimated Cost $25,734,534.00 Estimated Cost $366,222.00
Earned Award Fee $985,399.00 Fixed Fee $19,268.00
Future Award Fee $805,420.00 Total CPFF $355,490.00
Total CPAF $28,160,353.00
4. As a result of the above total contract value remains unchanged.
5. Except as provided above, all other terms and conditions of the subject contract remain unchanged and in full force.
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT CONTRACT ID CODE PAGE OF PAGES
1 3
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (IF
P00021 11 Dec 1995 V592-4001 A/20 APPLICABLE)
6. ISSUED BY CODE H98230 7. ADMINISTERED BY (IF OTHER THAN ITEM
6) CODE
Maryland Procurement Office
9800 Savage Rd., Fanx III
Ft. George G. Meade, MD 20755-6000
Attn: N141(EPS), Phone: (410) 859-4071
8. NAME AND ADDRESS OF CONTRACTOR (NO., STREET, COUNTY, STATE AND ZIP CODE) (x) 9A. AMENDMENT OF SOLICITATION NO.
Secure Computing Corporation
Attn: Bill Erbes (612 / 628-2733)
2675 Long Lake Rd. 9B. DATED (SEE ITEM 11)
Roseville, MN 55113
10A. MODIFICATION OF CONTRACT/ORDER NO.
MDA904-93-C-C034
CODE FACILITY CODE 10B. DATED (SEE ITEM 13)
16 DECEMBER 1992
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
|_| The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers
|_| is extended, |_| is not extended.
Offer's must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:
(a) By completing Items 8 and 15, and returning ___________ copies of the
amendment; (b) By acknowledging receipt of this amendment on each copy of the
offer submitted; or (c) By separate letter or telegram which includes a
reference to the solicitation and amendment numbers. FAILURE OF YOUR
ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS
PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If
by virtue of this amendment you desire to change an offer already submitted,
such change may be made by telegram or letter, provided each telegram or letter
makes reference to the solicitation and this amendment, and is received prior to
the opening hour and date specified.
12. ACCOUNTING AND APPROPRIATION DATA (IF REQUIRED)
See Page 2 OBLIGATE: $1,000,000.00
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACT/ORDERS,
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
(x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (SPECIFY AUTHORITY) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT
ORDER NO. IN ITEM 10A.
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (SUCH AS CHANGES IN PAYING OFFICE,
APPROPRIATION DATE, ETC.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
X D. OTHER (SPECIFY TYPE OF MODIFICATION AND AUTHORITY)
G.6- INCREMENTAL FUNDING CLAUSE
E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return ____ copies to the issuing office.
14. DESCRIPTION OF AMENDMENT/MODIFICATION (ORGANIZED BY UCF SECTION HEADINGS,
INCLUDING SOLICITATION/CONTRACT SUBJECT MATTER WHERE feasible.)
1. THE PURPOSE OF THIS MODIFICATION IS PROVIDE FISCAL YEAR 1996 FUNDING TO COVER
COST FOR THE ABOVE REFERENCED CONTRACT. IT IS EXPECTED TO ALLOW THE CONTRACTOR
TO PERFORM THE WORK REQUIRED THROUGH 31 JANUARY 1996.
2. ACCORDINGLY, THE FOLLOWING SECTIONS HAVE BEEN MODIFIED.
Except as provided herein, all terms and conditions of the document referenced
in Item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
15A. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 16A. NAME AND TITLE OF CONTRACTING OFFICER (TYPE OR PRINT)
ANDREW D. SNYDER
Contracting Officer
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED
_____________________________________ BY/s/ Andrew D. Snyder 11 Dec. 1995
(SIGNATURE OF PERSON AUTHORIZED TO SIGN) (SIGNATURE OF CONTRACTING OFFICER)
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITION UNUSABLE PRESCRIBED by GSA
5AP/48 CER\53.243
SECTION G - CONTRACT ADMINISTRATION DATA:
G. l - ACCOUNTING AND APPROPRIATION DATA is revised to read as follows:
ACR: AA
972/30400.4500 524351 999-3100 S18119 04539004 S0000 V5 XXX XXX
OBLIGATED FOR CPAF COST $347,000.00
ACR: AB
973/40400.4500 534351 999-3100 S18119 04539004 S0000 V5 XXX XXX
COST PLUS FIXED FEE PORTION $355,490.00
COST PLUS AWARD FEE PORTION $5,372,370.00
TOTAL OBLIGATION $5,727,860.00
ACR: AC
974/50400.4500 544351 999-2500 S18119 04100200 1V 0000 V5 106B
OBLIGATED COST & BASE FEE $9,816,877.00
OBLIGATED EARNED AWARD FEE $782,084.00
TOTAL OBLIGATED $10,598,961.00
ACR: AD
974/60400.4500 554E51 999-2500 S18119 04100200 IX 0000 V5 106B
OBLIGATED FOR COST $8,835,354.00
OBLIGATED FOR BASE FEE $60,602.00
OBLIGATED FOR EARNED AWARD FEE $203,315.00
OBLIGATED FOR FUTURE AWARD FEE $564,017.00
TOTAL OBLIGATION $9,663,288.00
ACR: AE
976/70400.4500 564E51 999-3100 S18119 03200107 IX 0000 X3 I06B
FROM BY TO
OBLIGATED FOR COST: $1,937,331.00 $1,000,000.00 $2,937,331.00
OBLIGT FOR FUTURE A/F $241,403.00 $0.00 $241,403.00
TOTAL OBLIGATION $2,178,734.00 $1,000,000.00 $3,178,734.00
G.6 - 352.232-9008 INCREMENTAL FUNDING - AWARD (OCT 1993)
a) This contract is subject to incremental funding. The total
CPAF amount negotiated and agreed to is $32,252,508.00. Notwithstanding
the total amount negotiated and agreed to, funds in the amount of only
$29,160,353.00 are currently obligated for this action. Therefore, the
contractor shall not incur costs in excess of $26,734,534.00 and shall
not be paid a base fee (CPAF), in excess of $635,000.00 award fee in
excess of $1,790,819.00 until the contract is modified to obligate
additional funds. Notwithstanding any other provision of this contract,
the Government shall not be liable to reimburse the contractor for
costs and fee in excess of the sum obligated on this contract.
(b) In accordance with the Limitation of Funds Clause, the
contractor shall notify the Contracting Officer in writing whenever it
has reason to believe that the costs it expects to incur under this
contract in the next 60 days, when added to all costs previously
incurred, will exceed 75 percent of the amount currently obligated on
the contract. The contractor's notice shall include an estimate of
funds required to continue performance.
(c) It is expected that the current funding increment
obligated by this action shall allow the contractor to perform the
required work through 31 JANUARY 1996. In accordance with the
Limitation of Funds clause of the contract, 60 days before the end of
the period specified above, the Contractor shall notify the Contracting
Officer in writing of the estimated amount of additional funds, if any,
required to continue performance for any further period specified (or
otherwise agreed upon), and when the funds will be required.
(d) If, after notification by the contractor pursuant to the
Limitations of Funds clause, additional funds are required to be
obligated for a further period, this clause will be modified
accordingly.
(End of clause)
3. As a result funding profile is revised to read as follows:
CPAF PORTION FROM BY TO
Estimated Cost $25,734,534.00 $1,000,000.00 $26,734,534.00
Base Fee $635,000.00 $635,000.00
Earned Award Fee $985,399.00 $985,399.00
Future Award Fee $805,420.00 $805,420.00
Total CPAF $28,160,353.00 $1,000,000.00 $29,160,353.00
CPFF PORTION
Estimated Cost $366,222.00 $366,222.00
Fixed Fee $ 19,268.00 $ 19,268.00
Total CPFF $355,490.00 $355,490.00
4. Except as provided herein, all other terms and conditions of the subject contract remain in full force
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT CONTRACT ID CODE PAGE OF PAGES
1 3
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (IF
P00022 5 Jan 1996 V592-4001 A/21 APPLICABLE)
6. ISSUED BY CODE H98230 7. ADMINISTERED BY (IF OTHER THAN ITEM
6) CODE
Maryland Procurement Office
9800 Savage Rd., Fanx III
Ft. George G. Meade, MD 20755-6000
Attn: N141(EPS), Phone: (410) 859-4071
8. NAME AND ADDRESS OF CONTRACTOR (NO., STREET, COUNTY, STATE AND ZIP CODE) (x) 9A. AMENDMENT OF SOLICITATION NO.
Secure Computing Corporation
Attn: Bill Erbes (612 / 628-2733)
2675 Long Lake Rd. 9B. DATED (SEE ITEM 11)
Roseville, MN 55113
10A. MODIFICATION OF CONTRACT/ORDER NO.
MDA904-93-C-C034
CODE FACILITY CODE 10B. DATED (SEE ITEM 13)
16 DECEMBER 1992
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
|_| The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers
|_| is extended, |_| is not extended.
Offer's must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:
(a) By completing Items 8 and 15, and returning ___________ copies of the
amendment; (b) By acknowledging receipt of this amendment on each copy of the
offer submitted; or (c) By separate letter or telegram which includes a
reference to the solicitation and amendment numbers. FAILURE OF YOUR
ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS
PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If
by virtue of this amendment you desire to change an offer already submitted,
such change may be made by telegram or letter, provided each telegram or letter
makes reference to the solicitation and this amendment, and is received prior to
the opening hour and date specified.
12. ACCOUNTING AND APPROPRIATION DATA (IF REQUIRED)
See Page 2 OBLIGATE: $1,000,000.00
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACT/ORDERS,
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
(x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (SPECIFY AUTHORITY) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT
ORDER NO. IN ITEM 10A.
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (SUCH AS CHANGES IN PAYING OFFICE,
APPROPRIATION DATE, ETC.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
X D. OTHER (SPECIFY TYPE OF MODIFICATION AND AUTHORITY)
G.6- INCREMENTAL FUNDING CLAUSE
E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return ___________ copies to the issuing office.
14. DESCRIPTION OF AMENDMENT/MODIFICATION (ORGANIZED BY UCF SECTION HEADINGS,
INCLUDING SOLICITATION/CONTRACT SUBJECT MATTER WHERE feasible.)
1. THE PURPOSE OF THIS MODIFICATION IS PROVIDE FISCAL YEAR 1996 FUNDING TO COVER
COST FOR THE ABOVE REFERENCED CONTRACT. IT IS EXPECTED TO ALLOW THE CONTRACTOR
TO PERFORM THE WORK REQUIRED THROUGH 29 FEBRUARY 1996.
2. ACCORDINGLY, THE FOLLOWING SECTIONS HAVE BEEN MODIFIED.
Except as provided herein, all terms and conditions of the document referenced
in Item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
15A. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 16A. NAME AND TITLE OF CONTRACTING OFFICER (TYPE OR PRINT)
ANDREW D. SNYDER
Contracting Officer
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED
_____________________________________ BY /s/ Andrew D. Snyder 5 Jan 1996
(SIGNATURE OF PERSON AUTHORIZED TO SIGN) (SIGNATURE OF CONTRACTING OFFICER)
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITION UNUSABLE PRESCRIBED by GSA
5AP/48 CER\53.243
SECTION G - CONTRACT ADMINISTRATION DATA:
G. l - ACCOUNTING AND APPROPRIATION DATA is revised to read as follows:
ACR: AA
972/30400.4500 524351 999-3100 S18119 04539004 S0000 V5 XXX XXX
OBLIGATED FOR CPAF COST $347,000.00
ACR: AB
973/40400.4500 534351 999-3100 S18119 04539004 S0000 V5 XXX XXX
COST PLUS FIXED FEE PORTION $355,490.00
COST PLUS AWARD FEE PORTION $5,372,370.00
TOTAL OBLIGATION $5,727,860.00
ACR: AC
974/50400.4500 544351 999-2500 S18119 04100200 IV 0000 V5 106B
OBLIGATED COST & BASE FEE $9,816,877.00
OBLIGATED EARNED AWARD FEE $782,084.00
TOTAL OBLIGATED $10,598,961.00
ACR: AD
974/60400.4500 554E51 999-2500 S18119 04100200 IX 0000 V5 106B
OBLIGATED FOR COST $8,835,354.00
OBLIGATED FOR BASE FEE $60,602.00
OBLIGATED FOR EARNED AWARD FEE $203,315.00
OBLIGATED FOR FUTURE AWARD FEE $564,017.00
TOTAL OBLIGATION $9,663,288.00
ACR: AE
976/70400.4500 564E51 999-3100 S18119 03200107 IX 0000 X3 I06B
FROM BY TO
OBLIGATED FOR COST: $2,937,331.00 $1,000,000.00 $3,937,331.00
OBLIGT FOR FUTURE A/F $241,403.00 $0.00 $241,403.00
TOTAL OBLIGATION $3,178,734.00 $1,000,000.00 $4,178,734.00
G.6 - 352.232-9008 INCREMENTAL FUNDING - AWARD (OCT 1993)
a) This contract is subject to incremental funding. The total CPAF
amount negotiated and agreed to is $35,252,508.00. Notwithstanding the total
amount negotiated and agreed to, funds in the amount of only $30,160,353.00 are
currently obligated for this action. Therefore, the contractor shall not incur
costs in excess of $27,734,534.00 and shall not be paid a base fee (CPAF), in
excess of $635,000.00 award fee in excess of $1,790,819.00 until the contract is
modified to obligate additional funds. Notwithstanding any other provision of
this contract, the Government shall not be liable to reimburse the contractor
for costs and fee in excess of the sum obligated on this contract.
(b) In accordance with the Limitation of Funds Clause, the contractor
shall notify the Contracting Officer in writing whenever it has reason to
believe that the costs it expects to incur under this contract in the next 60
days, when added to all costs previously incurred, will exceed 75 percent of the
amount currently obligated on the contract. The contractor's notice shall
include an estimate of funds required to continue performance.
(c) It is expected that the current funding increment obligated by this
action shall allow the contractor to perform the required work through 29
FEBRUARY 1996. In accordance with the Limitation of Funds clause of the
contract, 60 days before the end of the period specified above, the Contractor
shall notify the Contracting Officer in writing of the estimated amount of
additional funds, if any, required to continue performance for any further
period specified (or otherwise agreed upon), and when the funds will be
required.
(d) If, after notification by the contractor pursuant to the
Limitations of Funds clause, additional funds are required to be obligated for a
further period, this clause will be modified accordingly.
(End of clause)
3. As a result funding profile is revised to read as follows:
CPAF PORTION FROM BY TO
Estimated Cost $26,734,534.00 $1,000,000.00 $27,734,534.00
Base Fee $635,000.00 $635,000.00
Earned Award Fee $985,399.00 $985,399.00
Future Award Fee $805,420.00 $805,420.00
Total CPAF $29,160,353.00 $1,000,000.00 $30,160,353.00
CPFF PORTION
Estimated Cost $366,222.00 $366,222.00
Fixed Fee $19,268.00 $19,268.00
Total CPFF $355,490.00 $355,490.00
4. Except as provided herein, all other terms and conditions of the subject contract remain in full force
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT CONTRACT ID CODE PAGE OF PAGES
1 5
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (IF
P00023 29 Jan 96 N/A APPLICABLE)
6. ISSUED BY CODE H98230 7. ADMINISTERED BY (IF OTHER THAN ITEM
6) CODE
Maryland Procurement Office
9800 Savage Rd., Fanx III
Ft. George G. Meade, MD 20755-6000
Attn: N141(EPS), Phone: (410) 859-4071
8. NAME AND ADDRESS OF CONTRACTOR (NO., STREET, COUNTY, STATE AND ZIP CODE) (x) 9A. AMENDMENT OF SOLICITATION NO.
Secure Computing Corporation
Attn: Bill Erbes (612 / 628-2733)
2675 Long Lake Rd. 9B. DATED (SEE ITEM 11)
Roseville, MN 55113
10A. MODIFICATION OF CONTRACT/ORDER NO.
MDA904-93-C-C034
CODE FACILITY CODE 10B. DATED (SEE ITEM 13)
16 DECEMBER 1992
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
|_| The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers
|_| is extended, |_| is not extended.
Offer's must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the
following methods:
(a) By completing Items 8 and 15, and returning ___________ copies of the
amendment; (b) By acknowledging receipt of this amendment on each copy of the
offer submitted; or (c) By separate letter or telegram which includes a
reference to the solicitation and amendment numbers. FAILURE OF YOUR
ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS
PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If
by virtue of this amendment you desire to change an offer already submitted,
such change may be made by telegram or letter, provided each telegram or letter
makes reference to the solicitation and this amendment, and is received prior to
the opening hour and date specified.
12. ACCOUNTING AND APPROPRIATION DATA (IF REQUIRED)
See page 3
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACT/ORDERS,
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
(x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (SPECIFY AUTHORITY) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT
ORDER NO. IN ITEM 10A.
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (SUCH AS CHANGES IN PAYING OFFICE,
APPROPRIATION DATE, ETC.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
x D. OTHER (SPECIFY TYPE OF MODIFICATION AND AUTHORITY)
Award Fee Determination Plan
E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return ___________ copies to the issuing office.
14. DESCRIPTION OF AMENDMENT/MODIFICATION (ORGANIZED BY UCF SECTION HEADINGS,
INCLUDING SOLICITATION/CONTRACT SUBJECT MATTER WHERE feasible.)
1. The purpose of this modification is to provide award fee for the fourth
(4th) evaluation period, period of performance: 1 February through 30 June
1995 for the above referenced contract. In accordance with the Award Fee
Determination Plan, the contractor has earned a score of 79, which
translate to 46% of the available award fee. The amount of unearned award
fee for this period will not be added to future award fee periods.
2. Accordingly, the following sections have been modified.
Except as provided herein, all terms and conditions of the document referenced
in Item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
15A. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 16A. NAME AND TITLE OF CONTRACTING OFFICER (TYPE OR PRINT)
ANDREW D. SNYDER
Contracting Officer
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED
-------------------------------------
(SIGNATURE OF PERSON AUTHORIZED TO SIGN) BY /s/ Andrew D. Snyder 29 Jan 96
(SIGNATURE OF CONTRACTING OFFICER)
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITION UNUSABLE PRESCRIBED by GSA
5AP/48 CER\53.243
SECTION B - SUPPLIES OR SERVICES AND PRICE / COST
B.3 ESTIMATED COST AND CONSIDERATION
352.216-9007 - ESTIMATED COST AND (AF) CONSIDERATION (CPAF PORTION) is
revised to read as follows:
a) It is estimated that the total cost of work performed under this
contract will be Thirty Two Million, One Hundred and Forty Three Thousand, Two
Hundred and Seventy Seven dollars and no cents ($32,143,277.00), exclusive of
the contractors fees.
b) as consideration for its undertaking, the contractor shall receive the following:
i) Reimbursement of cost, as provided for under clause of
this title.
ii) A Base Fee of Six Hundred and Sixty Eight Thousand,
Seven Hundred and Ninety Three dollars and no cents ($668,793.00)
iii) An Award fee in the amount of TWO MILLION, TWO HUNDRED
AND NINETEEN THOUSAND, SEVEN HUNDRED AND NINETY NINE DOLLARS AND NO CENTS
($2,219,799.00) from which the amount of award fee earned will be determined
unilateral by the Fee Determination Official (FDO), based on periodic evaluation
of the contractors performance in accordance with the most recent Award Fee
Plan.
B.4 - 352-216-9008 - NOTICE AWARD FEE FUNDING (JUL 1993) is revised to
read as follows:
Funds in the amount of $396,830.00 have been obligated under this
contract for future award fee determinations. In accordance with Section G.7 of
this contract, the contractor is authorized to bill against or incur cost
against $155,427.00 of the total award fee through October 1995. Obligation of
the additional award fee funds identified above will be released to the
contractor via subsequent modifications after the Government has rendered an
award fee determination in accordance with the award fee plan currently in force
under this contract. Upon receipt of the aforementioned modification, the
contractor is authorized to bill for the earned award fee.
B.5 - CONTRACT PAYMENT STRUCTURE is revised to read as follows:
(a) As consideration for providing the scope of work described in
Section B.1 above, the contractor shall be reimbursed in accordance with the
following contract payment structure:
CPAF Portion FROM BY TO
Estimated Cost $32,143,277.00 $32,143,277.00
Base Fee $668,793.00 $668,793.00
Award Fee $2,440,438.00 ($220,639.00) $2,219,799.00
Total CPAF $35,252,508.00 ($220,639.00) $35,031,896.00
CPFF Portion
Estimated Cost $336,000.00
Fixed Fee $ 19,268.00
Total CPFF $335,490.00
b) The award fee pool shall be distributed in accordance with the
unilateral determination of the Fee Determination Official (FDO) based on
periodic evaluation of the contractor's performance in accordance with the award
fee determination plan. The Government may unilateral make changes to the plan
and such changes shall be furnished to the contractor prior to their effective
date.
c) The amount of award fee available and earned for each evaluation
period is set forth in the following schedule:
AVAILABLE
EVALUATION PERIOD FROM BY TO EARNED
----------------- ---- -- -- ------
1) January - April 1994 $ 412,051
2) May - September 1994 $ 370,033
3) October - January 1995 $ 203,315
4) February - June 1995 $408,590 ($408,590) -0- $ 187,951
5) July - October 1995 $414,473 $ 414,473
6) November - March 1996 $631,976 $ 631,976
TOTAL $1,455,039 ($408,590) $1,046,449 $1,173,350
SECTION G - CONTRACT ADMINISTRATION DATA:
G. l - ACCOUNTING AND APPROPRIATION DATA is revised to read as follows:
ACR: AA
972/30400.4500 524351 999-3100 S18119 04539004 S0000 V5 XXX XXX
OBLIGATED FOR CPAF COST $347,000.00
ACR: AB
973/40400.4500 534351 999-3100 S18119 04539004 S0000 V5 XXX XXX
COST PLUS FIXED FEE PORTION $355,490.00
COST PLUS AWARD FEE PORTION $5,372,370.00
TOTAL OBLIGATION $5,727,860.00
ACR: AC
974/50400.4500 544351 999-2500 S18119 04100200 IV 0000 V5 106B
OBLIGATED COST & BASE FEE $9,816,877.00
OBLIGATED EARNED AWARD FEE $782,084.00
TOTAL OBLIGATED $10,598,961.00
ACR: AD
975/60400.4500 554E51 999-2500 S18119 04100200 IX 0000 V5 I06B
FROM BY TO
OBLIGATED FOR COST: $8,835,354.00 $220,639.00 $9,055,993.00
OBLIGATED FOR BASE FEE $60,602.00 $60,602.00
OBLIGATED FOR EARNED A/F $203,315.00 $187,951.00 $391,266.00
OBLIGATED FOR FUTURE A/F $564,017.00 ($408,590.00) $155,427.00
TOTAL OBLIGATION $9,663,288.00 $9,663,288.00
ACR: AE
976/70400.4500 564E51 999-3100 S18119 03200107 IX 0000 X3 I06B
OBLIGATED FOR COST: $3,937,331.00
OBLIGATED FOR FUTURE A/F $241,403.00
TOTAL OBLIGATION $4,178,734.00
G.6 - 352.232-9008 INCREMENTAL FUNDING - AWARD (OCT 1993)
a) This contract is subject to incremental funding. The total CPAF
amount negotiated and agreed to is $35,031,869.00. Notwithstanding the total
amount negotiated and agreed to, funds in the amount of only $30,160,353.00 are
currently obligated for this action. Therefore, the contractor shall not incur
costs in excess of $27,955,173.00 and shall not be paid a base fee (CPAF), in
excess of $635,000.00 award fee in excess of $1,570,180.00 until the contract is
modified to obligate additional funds. Notwithstanding any other provision of
this contract, the Government shall not be liable to reimburse the contractor
for costs and fee in excess of the sum obligated on this contract.
(b) In accordance with the Limitation of Funds Clause, the contractor
shall notify the Contracting Officer in writing whenever it has reason to
believe that the costs it expects to incur under this contract in the next 60
days, when added to all costs previously incurred, will exceed 75 percent of the
amount currently obligated on the contract. The contractor's notice shall
include an estimate of funds required to continue performance.
(c) It is expected that the current funding increment obligated by this
action shall allow the contractor to perform the required work through 29
FEBRUARY 1996. In accordance with the Limitation of Funds clause of the
contract, 60 days before the end of the period specified above, the Contractor
shall notify the Contracting Officer in writing of the estimated amount of
additional funds, if any, required to continue performance for any further
period specified (or otherwise agreed upon), and when the funds will be
required.
(d) If, after notification by the contractor pursuant to the
Limitations of Funds clause, additional funds are required to be obligated for a
further period, this clause will be modified accordingly. (End of clause)
G.7 - PROVISIONAL BILLING FOR AWARD FEE is revised as follows:
EVALUATION PERIOD AVAILABLE PV - 50% PER MONTH
----------------- --------- -------- ---------
1) January - April 1994
2) May - September 1994
3) October- January 1995
4) February - June 1995
5) July - October 1995 $414,473.00 $207,236.00 $51,809.00
6) November - March 1996 $631,976.00 $315,988.00 $63,198.00
$1,046,449.00 $532,224.00
3. As a result funding profile is revised to read as follows:
CPAF PORTION FROM BY TO
Estimated Cost $27,734,534.00 $220,639.00 $27,955,173.00
Base Fee $635,000.00 $635,000.00
Earned Award Fee $985,399.00 $187,951.00 $1,173,350.00
Future Award Fee $805,420.00 ($408,590.00) $396,830.00
Total CPAF $30,160,353.00 $30,160,353.00
CPFF PORTION
Estimated Cost $366,222.00 $366,222.00
Fixed Fee $19,268.00 $19,268.00
Total CPFF $355,490.00 $355,490.00
4. As a result total contract value is decreased as follows:
CPAF Portion FROM BY TO
Estimated Cost $32,143,277.00 $32,143,277.00
Base Fee $668,793.00 $668,793.00
Award Fee $2,440,438.00 ($220,639.00) $2,219,799.00
Total CPAF $35,252,508.00 ($220,639.00) $35,031,896.00
CPFF Portion
Estimated Cost $336,000.00
Fixed Fee $ 19,268.00
Total CPFF $335,490.00
5. Except as provided herein, all other terms and conditions of the subject contract remain in full force.
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT CONTRACT ID CODE PAGE OF PAGES
1 3
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (IF
P00024 29 JAN1996 V592-4001 A/22 APPLICABLE)
6. ISSUED BY CODE H98230 7. ADMINISTERED BY (IF OTHER THAN ITEM
6) CODE
Maryland Procurement Office
9800 Savage Rd., Fanx III
Ft. George G. Meade, MD 20755-6000
Attn: N141(EPS), Phone: (410) 859-4071
8. NAME AND ADDRESS OF CONTRACTOR (NO., STREET, COUNTY, STATE AND ZIP CODE) (x) 9A. AMENDMENT OF SOLICITATION NO.
Secure Computing Corporation
Attn: Bill Erbes (612 / 628-2733)
2675 Long Lake Rd. 9B. DATED (SEE ITEM 11)
Roseville, MN 55113
10A. MODIFICATION OF CONTRACT/ORDER NO.
MDA904-93-C-C034
CODE FACILITY CODE 10B. DATED (SEE ITEM 13)
16 DECEMBER 1992
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
|_| The above numbered solicitation is amended as set forth in Item 14. The hour
and date specified for receipt of Offers |_| is extended, |_| is not extended
Offer's must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:
(a) By completing Items 8 and 15, and returning ___________ copies of the
amendment; (b) By acknowledging receipt of this amendment on each copy of the
offer submitted; or (c) By separate letter or telegram which includes a
reference to the solicitation and amendment numbers. FAILURE OF YOUR
ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS
PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If
by virtue of this amendment you desire to change an offer already submitted,
such change may be made by telegram or letter, provided each telegram or letter
makes reference to the solicitation and this amendment, and is received prior to
the opening hour and date specified.
12. ACCOUNTING AND APPROPRIATION DATA (IF REQUIRED)
See Page 2 OBLIGATE $1,000,000.00
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACT/ORDERS,
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
(x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (SPECIFY AUTHORITY) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT
ORDER NO. IN ITEM 10A.
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (SUCH AS CHANGES IN PAYING OFFICE,
APPROPRIATION DATE, ETC.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
X D. OTHER (SPECIFY TYPE OF MODIFICATION AND AUTHORITY)
G.6 - INCREMENTAL FUNDING CLAUSE
E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return copies to the issuing office.
14. DESCRIPTION OF AMENDMENT/MODIFICATION (ORGANIZED BY UCF SECTION HEADINGS,
INCLUDING SOLICITATION/CONTRACT SUBJECT MATTER WHERE feasible.)
1. THE PURPOSE OF THIS MODIFICATION IS PROVIDE FISCAL YEAR 1996 FUNDING TO
COVER COST FOR THE ABOVE REFERENCED CONTRACT. IT IS EXPECTED TO ALLOW THE
CONTRACTOR TO PERFORM THE WORK REQUIRED THROUGH 29 FEBRUARY 1996.
2. ACCORDINGLY, THE FOLLOWING SECTIONS ARE HEREBY MODIFIED.
Except as provided herein, all terms and conditions of the document referenced
in Item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
15A. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 16A. NAME AND TITLE OF CONTRACTING OFFICER (TYPE OR PRINT)
Kermit M. Beseke ANDREW D. SNYDER
President & CEO Contracting Officer
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED
/s/ Kermit M. Beseke 1 Apr 96 BY /s/ Andrew D. Snyder 29 Jan 96
(SIGNATURE OF PERSON AUTHORIZED TO SIGN) (SIGNATURE OF CONTRACTING OFFICER)
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITION UNUSABLE PRESCRIBED by GSA
5AP/48 CER\53.243
SECTION G - CONTRACT ADMINISTRATION DATA:
G. l - ACCOUNTING AND APPROPRIATION DATA is revised to read as follows:
ACR: AA
972/30400.4500 524351 999-3100 S18119 04539004 S0000 V5 XXX XXX
OBLIGATED FOR CPAF COST $347,000.00
ACR: AB
973/40400.4500 534351 999-3100 S18119 04539004 S0000 V5 XXX XXX
COST PLUS FIXED FEE PORTION $355,490.00
COST PLUS AWARD FEE PORTION $5,372,370.00
TOTAL OBLIGATION $5,727,860.00
ACR: AC
974/50400.4500 544351 999-2500 S 18119 04100200 IV 0000 V5 106B
OBLIGATED COST & BASE FEE $9,816,877.00
OBLIGATED EARNED AWARD FEE $782,084.00
TOTAL OBLIGATED $10,598,961.00
ACR: AD
975/60400.4500 554E51 999-2500 S 18119 04100200 IX 0000 V5 106B
OBLIGATED FOR COST: $9,055,993 00
OBLIGATED FOR BASE FEE $60,602.00
OBLIGATED FOR EARNED A/F $391,266.00
OBLIGATED FOR FUTURE A/F $155,427.00
TOTAL OBLIGATION $9,663,288.00
ACR: AE
976/70400.4500 564E51 999-3100 S18119 03200107 IX 0000 X3 I06B
FROM BY TO
OBLIGATED FOR COST: $3,937,331.00 $1,000,000.00 $4,937,331.00
OBLIGATED FOR FUTURE A/F $241,403.00 $241,403.00
TOTAL OBLIGATION $4,178,734.00 $5,178,734.00
G.6 - 352.232-9008 INCREMENTAL FUNDING - AWARD (OCT 1993)
a) This contract is subject to incremental funding. The total CPAF
amount negotiated and agreed to is $35,252,508.00. Notwithstanding the total
amount negotiated and agreed to, funds in the amount of only $31,160,353.00 are
currently obligated for this action. Therefore, the contractor shall not incur
costs in excess of $28,955,173.00 and shall not be paid a base fee (CPAF), in
excess of $635,000.00 award fee in excess of $1,570,180.00 until the contract is
modified to obligate additional funds. Notwithstanding any other provision of
this contract, the Government shall not be liable to reimburse the contractor
for costs and fee in excess of the sum obligated on this contract.
(b) In accordance with the Limitation of Funds Clause, the contractor shall
notify the Contracting Officer in writing whenever it has reason to believe that
the costs it expects to incur under this contract in the next 60 days, when
added to all costs previously incurred, will exceed 75 percent of the amount
currently obligated on the contract. The contractor's notice shall include an
estimate of funds required to continue performance.
(c) It is expected that the current funding increment obligated by this
action shall allow the contractor to perform the required work through 29
FEBRUARY 1996. In accordance with the Limitation of Funds clause of the
contract, 60 days before the end of the period specified above, the Contractor
shall notify the Contracting Officer in writing of the estimated amount of
additional funds, if any, required to continue performance for any further
period specified (or otherwise agreed upon), and when the funds will be
required.
(d) If, after notification by the contractor pursuant to the Limitations of
Funds clause, additional funds are required to be obligated for a further
period, this clause will be modified accordingly. (End of clause)
3. As a result funding profile is revised to read as follows:
CPAF PORTION FROM BY TO
Estimated Cost $27,955,173.00 $1,000,000.00 $28,955,173.00
Base Fee $635.000.00 $635,000.00
Earned Award Fee $ 1,173,350.00 $ 1,173,350.00
Future Award Fee $396,830.00 $396,830.00
Total CPAF $30,160,353.00 $1,000,000.00 $31,160,353.00
CPFF PORTION
Estimated Cost $366,222.00 $366,222.00
Fixed Fee $ 19,268.00 $ 19,268.00
Total CPFF $355,490.00 $355,490.00
4. As a result of the above total contract value remains unchanged
5. Except as provided herein, all other terms and conditions of the subject contract remain in full force
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT CONTRACT ID CODE PAGE OF PAGES
1 4
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (IF
P00025 12 Feb 1996 V592-4001 A/23 & A/24 APPLICABLE)
6. ISSUED BY CODE H98230 7. ADMINISTERED BY (IF OTHER THAN ITEM
6) CODE
Maryland Procurement Office
9800 Savage Rd., Fanx III
Ft. George G. Meade, MD 20755-6000
Attn: N141(EPS), Phone: (410) 859-4071
8. NAME AND ADDRESS OF CONTRACTOR (NO., STREET, COUNTY, STATE AND ZIP CODE) (x) 9A. AMENDMENT OF SOLICITATION NO.
Secure Computing Corporation
Attn: Bill Erbes (612 / 628-2733)
2675 Long Lake Rd. 9B. DATED (SEE ITEM 11)
Roseville, MN 55113
10A. MODIFICATION OF CONTRACT/ORDER NO.
MDA904-93-C-C034
CODE FACILITY CODE 10B. DATED (SEE ITEM 13)
16 DECEMBER 1992
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
|_| The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers
|_| is extended, |_| is not extended.
Offer's must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:
(a) By completing Items 8 and 15, and returning ___________ copies of the
amendment; (b) By acknowledging receipt of this amendment on each copy of the
offer submitted; or (c) By separate letter or telegram which includes a
reference to the solicitation and amendment numbers. FAILURE OF YOUR
ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS
PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If
by virtue of this amendment you desire to change an offer already submitted,
such change may be made by telegram or letter, provided each telegram or letter
makes reference to the solicitation and this amendment, and is received prior to
the opening hour and date specified.
12. ACCOUNTING AND APPROPRIATION DATA (IF REQUIRED)
See Page 2 OBLIGATE: $2,860,000.00
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACT/ORDERS,
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
(x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (SPECIFY AUTHORITY) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT
ORDER NO. IN ITEM 10A.
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (SUCH AS CHANGES IN PAYING OFFICE,
APPROPRIATION DATE, ETC.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
X D. OTHER (SPECIFY TYPE OF MODIFICATION AND AUTHORITY)
G.6- INCREMENTAL FUNDING CLAUSE
E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return ___________ copies to the issuing office.
14. DESCRIPTION OF AMENDMENT/MODIFICATION (ORGANIZED BY UCF SECTION HEADINGS,
INCLUDING SOLICITATION/CONTRACT SUBJECT MATTER WHERE feasible.)
1. THE PURPOSE OF THIS MODIFICATION IS PROVIDE FISCAL YEAR 1996 FUNDING TO COVER
COST FOR THE ABOVE REFERENCED CONTRACT. IT IS EXPECTED TO ALLOW THE CONTRACTOR
TO PERFORM THE WORK REQUIRED THROUGH 30 MAY 1996.
2. ACCORDINGLY, THE FOLLOWING SECTIONS HAVE BEEN MODIFIED.
Except as provided herein, all terms and conditions of the document referenced
in Item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
15A. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 16A. NAME AND TITLE OF CONTRACTING OFFICER (TYPE OR PRINT)
ANDREW D. SNYDER
Contracting Officer
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED
_____________________________________ BY/s/ Andrew D. Snyder 12 Feb 1996
(SIGNATURE OF PERSON AUTHORIZED TO SIGN) (SIGNATURE OF CONTRACTING OFFICER)
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITION UNUSABLE PRESCRIBED by GSA
5AP/48 CER\53.243
MDA904-93-C-C034 1 POOO25
B.4 - 352-216-9008 - NOTICE AWARD FEE FUNDING (JUL 1993) is revised to
read as follows:
Funds in the amount of $1,046,449.00 have been obligated under this
contract for future award fee determinations. In accordance with Section G.7 of
this contract, the contractor is authorized to bill against or incur cost
against $532,224.00 of the total award fee through October 1995. Obligation of
the additional award fee funds identified above will be released to the
contractor via subsequent modifications after the Government has rendered an
award fee determination in accordance with the award fee plan currently in force
under this contract. Upon receipt of the aforementioned modification, the
contractor is authorized to bill for the earned award fee.
SECTION G - CONTRACT ADMINISTRATION DATA:
G. l - ACCOUNTING AND APPROPRIATION DATA is revised to read as follows:
ACR: AA
972/30400.4500 524351 999-3100 S18119 04539004 S0000 V5 XXX XXX
OBLIGATED FOR CPAF COST $347,000.00
ACR: AB
973/40400.4500 534351 999-3100 S18119 04539004 S0000 V5 XXX XXX
COST PLUS FIXED FEE PORTION $355,490.00
COST PLUS AWARD FEE PORTION $5,372,370.00
TOTAL OBLIGATION $5,727,860.00
ACR: AC
974/50400.4500 544351 999-2500 S18119 04100200 IV 0000 V5 106B
OBLIGATED COST & BASE FEE $9,816,877.00
OBLIGATED EARNED AWARD FEE $782,084.00
TOTAL OBLIGATED $10,598,961.00
ACR: AD
975/60400.4500 554E51 999-2500 S18119 04100200 IX 0000 V5 106B
OBLIGATED FOR COST: $9,055,993.00
OBLIGATED FOR BASE FEE $60,602.00
OBLIGATED FOR EARNED A/F $391,266.00
OBLIGATED FOR FUTURE A/F $155,427.00
TOTAL OBLIGATION $9,663,288.00
ACR: AE
976/70400.4500 564E51 999-3100 S18119 03200107 IX 0000 X3 I06B
OBLIGATED FOR COST: $4,937,331.00
OBLIGATED FOR FUTURE A/F $241,403.00
TOTAL OBLIGATION $5,178,734.00
ACR: AF
976/70400.1145 C64X02 XXX-2550 S18119 P6532000 WH 0000 WH XXXX
OBLIGATED FOR COST $2,210,381.00
OBLIGATED FOR BASE FEE $33,793.00
OBLIGATED FOR FUTURE A/F: $649,619.00
TOTAL OBLIGATION: $2,860,000.00
G.6 - 352.232-9008 INCREMENTAL FUNDING - AWARD (OCT 1993)
a) This contract is subject to incremental funding. The total CPAF
amount negotiated and agreed to is $35,031,869.00. Notwithstanding the total
amount negotiated and agreed to, funds in the amount of only $34,020,353.00 are
currently obligated for this action. Therefore, the contractor shall not incur
costs in excess of $31,131,761.00 and shall not be paid a base fee (CPAF), in
excess of $668,793.00 award fee in excess of $2,219,799.00 until the contract is
modified to obligate additional funds. Notwithstanding any other provision of
this contract, the Government shall not be liable to reimburse the contractor
for costs and fee in excess of the sum obligated on this contract.
(b) In accordance with the Limitation of Funds Clause, the contractor
shall notify the Contracting Officer in writing whenever it has reason to
believe that the costs it expects to incur under this contract in the next 60
days, when added to all costs previously incurred, will exceed 75 percent of the
amount currently obligated on the contract. The contractor's notice shall
include an estimate of funds required to continue performance.
(c) It is expected that the current funding increment obligated by this
action shall allow the contractor to perform the required work through 30 MAY
1996. In accordance with the Limitation of Funds clause of the contract, 60 days
before the end of the period specified above, the Contractor shall notify the
Contracting Officer in writing of the estimated amount of additional funds, if
any, required to continue performance for any further period specified (or
otherwise agreed upon), and when the funds will be required.
(d) If, after notification by the contractor pursuant to the
Limitations of Funds clause, additional funds are required to be obligated for a
further period, this clause will be modified accordingly.
(End of clause)
3. As a result funding profile is revised to read as follows:
CPAF PORTION FROM BY TO
Estimated Cost $28,955,173.00 $2,176,588.00 $31,131,761.00
Base Fee $635,000.00 $33,793.00 $668,793.00
Earned Award Fee $1,173,350.00 $1,173,350.00
Future Award Fee $396,830.00 $649,619.00 $1,046,449.00
Total CPAF $31,160,353.00 $2,860,000.00 $34,020,353.00
CPFF PORTION
Estimated Cost $366,222.00 $366,222.00
Fixed Fee $19,268.00 $19,268.00
Total CPFF $355,490.00 $355,490.00
4. As a result of the above total contract value remains unchanged
CPAF Portion
Estimated Cost $32,143,277.00
Base Fee $668,793.00
Award Fee $2,219,799.00
Total CPAF $35,031,869.00
CPFF Portion
Estimated Cost $336,000.00
Fixed Fee $19,268.00
Total CPFF $335,490.00
5. Except as provided herein, all other terms and conditions of the subject contract remain in full force
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT CONTRACT ID CODE PAGE OF PAGES
1 5
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (IF
P00026 11 MAR 1996 I695-1308 & A/1 APPLICABLE)
6. ISSUED BY CODE H98230 7. ADMINISTERED BY (IF OTHER THAN ITEM
6) CODE
Maryland Procurement Office
9800 Savage Rd., Fanx III
Ft. George G. Meade, MD 20755-6000
Attn: N141(EPS), Phone: (410) 859-4071
8. NAME AND ADDRESS OF CONTRACTOR (NO., STREET, COUNTY, STATE AND ZIP CODE) (x) 9A. AMENDMENT OF SOLICITATION NO.
Secure Computing Corporation
Attn: Bill Erbes (612 / 628-2733)
2675 Long Lake Rd. 9B. DATED (SEE ITEM 11)
Roseville, MN 55113
10A. MODIFICATION OF CONTRACT/ORDER NO.
MDA904-93-C-C034
CODE FACILITY CODE 10B. DATED (SEE ITEM 13)
16 DECEMBER 1992
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
|_| The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers
|_| is extended, |_| is not extended.
Offer's must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:
(a) By completing Items 8 and 15, and returning ___________ copies of the
amendment; (b) By acknowledging receipt of this amendment on each copy of the
offer submitted; or (c) By separate letter or telegram which includes a
reference to the solicitation and amendment numbers. FAILURE OF YOUR
ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS
PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If
by virtue of this amendment you desire to change an offer already submitted,
such change may be made by telegram or letter, provided each telegram or letter
makes reference to the solicitation and this amendment, and is received prior to
the opening hour and date specified.
12. ACCOUNTING AND APPROPRIATION DATA (IF REQUIRED)
See page 2 OBLIGATE: $315,964.00
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACT/ORDERS,
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
(x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (SPECIFY AUTHORITY) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT
ORDER NO. IN ITEM 10A.
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (SUCH AS CHANGES IN PAYING OFFICE,
APPROPRIATION DATE, ETC.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).
X C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
10 U.S.C. 2304 (c)(6)
D. OTHER (SPECIFY TYPE OF MODIFICATION AND AUTHORITY)
E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return ___________ copies to the issuing office.
14. DESCRIPTION OF AMENDMENT/MODIFICATION (ORGANIZED BY UCF SECTION HEADINGS,
INCLUDING SOLICITATION/CONTRACT SUBJECT MATTER WHERE feasible.)
1. THE PURPOSE OF THIS MODIFICATION IS INCORPORATE THE REQUIREMENT FOR THE NIFT STATEMENT OF WORK, DATED 24 OCTOBER 1996 INTO THE
ABOVE REFERENCED.
2. ACCORDINGLY, THE FOLLOWING SECTIONS HAVE BEEN MODIFIED.
Except as provided herein, all terms and conditions of the document referenced
in Item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
15A. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 16A. NAME AND TITLE OF CONTRACTING OFFICER (TYPE OR PRINT)
Kermit M. Beseke ANDREW D. SNYDER
President & CEO Contracting Officer
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED
/s/ Kermit M. Beseke 7 Mar 96 BY /s/ Andrew D. Snyder 11 MAR 1996
(SIGNATURE OF PERSON AUTHORIZED TO SIGN) (SIGNATURE OF CONTRACTING OFFICER)
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITION UNUSABLE PRESCRIBED by GSA
5AP/48 CER\53.243
SECTION B - SUPPLIES OR SERVICES AND PRICE / COST
B.3 ESTIMATED COST AND COSIDERATION
352.216-9007 - ESTIMATED COST AND (AF) CONSIDERATION (CPAF PORTION) is revised to read as follows:
a) It is estimated that the total cost of work performed under this
contract will be THIRTY TWO MILLION, FOUR HUNDRED AND TWENTY THOUSAND, SEVEN
HUNDRED AND SIXTY DOLLARS AND NO CENTS ($32,420,760.00), exclusive of the
contractors fees.
b) as consideration for its undertaking, the contractor shall receive the following:
i) Reimbursement of cost, as provided for under clause of
this title.
ii) A Base Fee of Six Hundred and Sixty Eight Thousand,
Seven Hundred and Ninety Three dollars and no cents ($668,793.00)
iii) An Award fee in the amount of TWO MILLION, TWO HUNDRED
AND FIFTY EIGHT THOUSAND, TWO HUNDRED AND EIGHTY DOLLARS AND NO CENTS
($2,258,280.00) from which the amount of award fee earned will be determined
unilateral by the Fee Determination Official (FDO), based on periodic evaluation
of the contractors performance in accordance with the most recent Award Fee
Plan.
B.4 - 352-216-9008 - NOTICE AWARD FEE FUNDING (JUL 1993) is revised to
read as follows:
Funds in the amount of $1,084,930.00 have been obligated under this
contract for future award fee determinations. In accordance with Section G.7 of
this contract, the contractor is authorized to bill against or incur cost
against $532,224.00 of the total award fee through October 1995. Obligation of
the additional award fee funds identified above will be released to the
contractor via subsequent modifications after the Government has rendered an
award fee determination in accordance with the award fee plan currently in force
under this contract. Upon receipt of the aforementioned modification, the
contractor is authorized to bill for the earned award fee.
B.5 - CONTRACT PAYMENT STRUCTURE is revised to read as follows:
(a) As consideration for providing the scope of work described in
Section B. l above, the contractor shall be reimbursed in accordance with the
following contract payment structure:
CPAF Portion FROM BY TO
Estimated Cost $32,143,277.00 $277,483.00 $32,420,760.00
Base Fee $668,793.00 $668,793.00
Award Fee $2,219,799.00 $38,481.00 $2,258,280.00
Total CPAF $35,031,896.00 $315,964.00 $35,347,833.00
CPFF Portion
Estimated Cost $336,000.00
Fixed Fee $19,268.00
Total CPFF $335,490.00
b) The award fee pool shall be distributed in accordance with the
unilateral determination of the Fee Determination Official (FDO) based on
periodic evaluation of the contractor's performance in accordance with the award
fee determination plan. The Government may unilateral make changes to the plan
and such changes shall be furnished to the contractor prior to their effective
date.
c) The amount of award fee available and earned for each evaluation
period is set forth in the following schedule:
AVAILABLE
EVALUATION PERIOD FROM BY TO EARNED
1) January - April 1994 $412,051
2) May - September 1994 S370,033
3) October- January 1995 $203,315
4) February - June 1995 $187,951
5) July - October 1995 $414,473 $414,473
6) November-March 1996 $631,976 $38,481 $670,457
TOTAL 1,046,449 $38,481 $1,084,930 $1,173,350
SECTION G - CONTRACT ADMINISRATION DATA:
G.1 - ACCOUNTING AND APPROPRIATION DATA is revised to read as follows:
ACR: AA
972/30400.4500 524351 999-3100 S18119 04539004 S0000 V5 XXX XXX
OBLIGATED FOR CPAF COST $347,000.00
ACR: AB
973/40400.4500 534351 999-3100 S18119 04539004 S0000 V5 XXX XXX
COST PLUS FIXED FEE PORTION $355,490.00
COST PLUS AWARD FEE PORTION $5,372,370.00
TOTAL OBLIGATION $5,727,860.00
ACR: AC
974/50400.4500 544351 999-2500 S18119 04100200 IV 0000 V5 I06B
OBLIGATED COST & BASE FEE $9,816,877.00
OBLIGATED EARNED AWARD FEE $782,084.00
TOTAL OBLIGATED $10,598,961.00
ACR: AD
975/60400.4500 554E51 999-2500 S18119 04100200 IX 0000 V5 106B
OBLIGATED FOR COST: $9,055,993.00
OBLIGATED FOR BASE FEE $60,602.00
OBLIGATED FOR EARNED A/F $391,266.00
OBLIGATED FOR FUTURE A/F $155,427.00
TOTAL OBLIGATION $9,663,288.00
ACR: AE
976/70400.4500 564E51 999-3100 S18119 03200107 IX 0000 X3 I06B
OBLIGATED FOR COST: $4,937,331.00
OBLIGATED FOR FUTURE A/F $241,403.00
TOTAL OBLIGATION $5,178,734.00
ACR: AF
976/70400.1145 C64X02 XXX-2550 S18119 P6532000 WH 0000 WH XXXX
OBLIGATED FOR COST $2,210,381.00
OBLIGATED FOR BASE FEE $33,793.00
OBLIGATED FOR FUTURE A/F: $649,619.00
TOTAL OBLIGATION: $2,860,000.00
ACR: AG
975/60400.4500 554E51 999-3100 S18119 02200502 IX 0000 X3 I01A
OBLIGATED FOR COST $277,483.00
OBLIGATED FOR FUTURE A/F: $38,481.00
TOTAL OBLIGATION: $315,964.00
G.6 - 352.232-9008 INCREMENTAL FUNDING - AWARD (OCT 1993)
a) This contract is subject to incremental funding. The total CPAF
amount negotiated and agreed to is $35,347,833.00. Notwithstanding the total
amount negotiated and agreed to, funds in the amount of only $34,336,317.00 are
currently obligated for this action. Therefore, the contractor shall not incur
costs in excess of $31,409,244.00 and shall not be paid a base fee (CPAF), in
excess of $668,793.00 award fee in excess of $2,258,280.00 until the contract is
modified to obligate additional funds. Notwithstanding any other provision of
this contract, the Government shall not be liable to reimburse the contractor
for costs and fee in excess of the sum obligated on this contract.
(b) In accordance with the Limitation of Funds Clause, the contractor
shall notify the Contracting Offcer in writing whenever it has reason to believe
that the costs it expects to incur under this contract in the next 60 days, when
added to all costs previously incurred, will exceed 75 percent of the amount
currently obligated on the contract. The contractor's notice shall include an
estimate of funds required to continue performance.
(c) It is expected that the current funding increment obligated by this
action shall allow the contractor to perform the required work through 30 MAY
1996. In accordance with the Limitation of Funds clause of the contract, 60 days
before the end of the period specified above, the Contractor shall notify the
Contracting Officer in writing of the estimated amount of additional funds, if
any, required to continue performance for any further period specified (or
otherwise agreed upon), and when the funds will be required.
(d) If, after notification by the contractor pursuant to the
Limitations of Funds clause, additional funds are required to be obligated for a
further period, this clause will be modified accordingly.
(End of clause)
3. As a result funding profile is revised to read as follows:
CPAF PORTION FROM BY TO
Estimated Cost $31,131,761.00 $277,483.00 $31,409,244.00
Base Fee $668,793.00 $668,793.00
Earned Award Fee $1,173,350.00 $1,173,350.00
Future Award Fee $1,046,449.00 $38,481.00 $1,084,930.00
Total CPAF $34,020,353.00 $315,964.00 $34,336,317.00
CPFF PORTION
Estimated Cost $366,222.00 $366,222.00
Fixed Fee $19,268.00 $19,268.00
Total CPFF $355,490.00 $355,490.00
4. As a result of the above total contract value is revised as follows:
CPAF Portion FROM BY TO
Estimated Cost $32,143,277.00 $277,483.00 $32,420,760.00
Base Fee $668,793.00 $668,793.00
Award Fee $2,219,799.00 $38,481.00 $2,258,280.00
Total CPAF $35,031,896.00 $315,964.00 $35,347,833.00
CPFF Portion
Estimated Cost $336,000.00
Fixed Fee $19,268.00
Total CPFF $335,490.00
5. Except as provided herein, all other terms and conditions of the subject contract remain in full force.
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT CONTRACT ID CODE PAGE OF PAGES
1 2
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (IF
P00027 10 APR 1996 APPLICABLE)
6. ISSUED BY CODE H98230 7. ADMINISTERED BY (IF OTHER THAN ITEM
6) CODE
Maryland Procurement Office
9800 Savage Rd., Fanx III
Ft. George G. Meade, MD 20755-6000
Attn: N141(EPS), Phone: (410) 859-4071
8. NAME AND ADDRESS OF CONTRACTOR (NO., STREET, COUNTY, STATE AND ZIP CODE) (x) 9A. AMENDMENT OF SOLICITATION NO.
Secure Computing Corporation
Attn: Bill Erbes (612 / 628-2733)
2675 Long Lake Rd. 9B. DATED (SEE ITEM 11)
Roseville, MN 55113
10A. MODIFICATION OF CONTRACT/ORDER NO.
MDA904-93-C-C034
CODE FACILITY CODE 10B. DATED (SEE ITEM 13)
16 DECEMBER 1992
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
|_| The above numbered solicitation is amended as set forth in Item 14. The hour
and date specified for receipt of Offers |_| is extended, |_| is not extended
Offer's must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:
(a) By completing Items 8 and 15, and returning ___________ copies of the
amendment; (b) By acknowledging receipt of this amendment on each copy of the
offer submitted; or (c) By separate letter or telegram which includes a
reference to the solicitation and amendment numbers. FAILURE OF YOUR
ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS
PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If
by virtue of this amendment you desire to change an offer already submitted,
such change may be made by telegram or letter, provided each telegram or letter
makes reference to the solicitation and this amendment, and is received prior to
the opening hour and date specified.
12. ACCOUNTING AND APPROPRIATION DATA (IF REQUIRED)
N/A
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACT/ORDERS,
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
(x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (SPECIFY AUTHORITY) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT
ORDER NO. IN ITEM 10A.
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (SUCH AS CHANGES IN PAYING OFFICE,
APPROPRIATION DATE, ETC.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
X 10 U.S.C. 2304 (c)(6)
D. OTHER (SPECIFY TYPE OF MODIFICATION AND AUTHORITY)
E. IMPORTANT: Contractor | | is not, |X| is required to sign this document and return 3 copies to the issuing office.
14. DESCRIPTION OF AMENDMENT/MODIFICATION (ORGANIZED BY UCF SECTION HEADINGS,
INCLUDING SOLICITATION/CONTRACT SUBJECT MATTER WHERE feasible.)
1. THE PURPOSE OF THIS MODIFICATION IS TO INCORPORATE THE REQUIREMENT FOR
SECURE NETWORK SERVER (SNS) DEVELOPMENT PROGRAM STATEMENT OF WORK, REVISION
G.1, DATED 23 JANUARY 1996.
2. AS A RESULT OF THIS MODIFICATION TOTAL CONTRACT VALUE REMAINS UNCHANGED.
3. ACCORDINGLY, THE FOLLOWING SECTIONS HAVE BEEN MODIFIED.
Except as provided herein, all terms and conditions of the document referenced
in Item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
15A. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 16A. NAME AND TITLE OF CONTRACTING OFFICER (TYPE OR PRINT)
Kermit M. Beseke ANDREW D. SNYDER
President & CEO Contracting Officer
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED
/s/ Kermit M. Beseke 1 Apr 96 BY /s/ Andrew D. Snyder 10 APR 1996
(SIGNATURE OF PERSON AUTHORIZED TO SIGN) (SIGNATURE OF CONTRACTING OFFICER)
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITION UNUSABLE PRESCRIBED by GSA
5AP/48 CER\53.243
SECTION C - DESCRIPTION / SPECIFICATION / WORKSTATEMENT
Paragraph C. l is revised to read as follows:
C.1 - SECURE NETWORK SERVER (SNS) DEVELOPMENT PROGRAM STATEMENT OF WORK,
REVISION G.1, DATED 23 JANUARY 1996
SECTION J - LIST OF ATTACHMENTS
Paragraph J.3 is revised to read as follows:
J.3 - SECURE NETWORK SERVER (SNS) DEVELOPMENT PROGRAM STATEMENT OF WORK,
REVISION C.1, DATED 23 JANUARY 1996
4. As a result of the above funding profile is unchanged:
CPAF PORTION
Estimated Cost $31,409,244.00
Base Fee $668,793.00
Earned Award Fee $1,173,350.00
Future Award Fee $1,084,930.00
Total CPAF $34,336,317.00
CPFF PORTION
Estimated Cost $366,222.00
Fixed Fee $19,268.00
Total CPFF $355,490.00
5. As a result of the above total contract value is unchanged:
CPAF Portion
Estimated Cost $32,420,760.00
Base Fee $668,793.00
Award Fee $2,258,280.00
Total CPAF $35,347,833.00
CPFF Portion
Estimated Cost $336,000.00
Fixed Fee $ 19,268.00
Total CPFF $335,490.00
5. Except as provided herein, all other terms and conditions of the subject contract remain in full force.
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT CONTRACT ID CODE PAGE OF PAGES
1 4
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (IF
P00028 11 Apr 96 N/A APPLICABLE)
6. ISSUED BY CODE H98230 7. ADMINISTERED BY (IF OTHER THAN ITEM
6) CODE
Maryland Procurement Office
9800 Savage Rd., Fanx III
Ft. George G. Meade, MD 20755-6000
Attn: N141(EPS), Phone: (410) 859-4071
8. NAME AND ADDRESS OF CONTRACTOR (NO., STREET, COUNTY, STATE AND ZIP CODE) (x) 9A. AMENDMENT OF SOLICITATION NO.
Secure Computing Corporation
Attn: Bill Erbes (612/628-2733)
2675 Long Lake Rd. 9B. DATED (SEE ITEM 11)
Roseville, MN 55113
10A. MODIFICATION OF CONTRACT/ORDER NO.
MDA904-93-C-C034
CODE FACILITY CODE 10B. DATED (SEE ITEM 13)
16 DECEMBER 1992
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
|_| The above numbered solicitation is amended as set forth in Item 14. The hour
and date specified for receipt of Offers |_| is extended, |_| is not extended.
Offer's must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:
(a) By completing Items 8 and 15, and returning ___________ copies of the
amendment; (b) By acknowledging receipt of this amendment on each copy of the
offer submitted; or (c) By separate letter or telegram which includes a
reference to the solicitation and amendment numbers. FAILURE OF YOUR
ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS
PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If
by virtue of this amendment you desire to change an offer already submitted,
such change may be made by telegram or letter, provided each telegram or letter
makes reference to the solicitation and this amendment, and is received prior to
the opening hour and date specified.
12. ACCOUNTING AND APPROPRIATION DATA (IF REQUIRED)
See page 2
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACT/ORDERS,
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
(x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (SPECIFY AUTHORITY) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT
ORDER NO. IN ITEM 10A.
X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (SUCH AS CHANGES IN PAYING OFFICE,
APPROPRIATION DATE, ETC.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
D. OTHER (SPECIFY TYPE OF MODIFICATION AND AUTHORITY)
E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return ___________ copies to the issuing office.
14. DESCRIPTION OF AMENDMENT/MODIFICATION (ORGANIZED BY UCF SECTION HEADINGS,
INCLUDING SOLICITATION/CONTRACT SUBJECT MATTER WHERE feasible.)
1. THE PURPOSE OF THIS MODIFICATION IS TO REALIGN OBLIGATED FUNDS FROM FUTURE
AWARD FEE DETERMINATIONS TO ESTIMATED COST. THIS WILL ALLOW THE CONTRACTOR
TO CONTINUE PERFORMANCE THROUGH 30 APRIL 1996.
2. ACCORDINGLY, THE FOLLOWING SECTIONS ARE HEREBY MODIFIED.
Except as provided herein, all terms and conditions of the document referenced
in Item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
15A. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 16A. NAME AND TITLE OF CONTRACTING OFFICER (TYPE OR PRINT)
ANDREW D. SNYDER
Contracting Officer
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED
_____________________________________ BY /s/ Andrew D. Snyder 11 APR 1996
(SIGNATURE OF PERSON AUTHORIZED TO SIGN) (SIGNATURE OF CONTRACTING OFFICER)
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITION UNUSABLE PRESCRIBED by GSA
5AP/48 CER\53.243
SECTION B - SUPPLIES OR SERVICES AND PRICE/COST
B.4 - 352-216-9008 - NOTICE AWARD FEE FUNDING (JUL 1993) is revised to
read as follows:
Funds in the amount of $542,465.00 have been obligated under this contract for
future award fee determinations. In accordance with Section G.7 of this
contract, the contractor is authorized to bill against or incur cost against
$542,465.00 of the total award fee through October 1995. Obligation of the
additional award fee funds identified above will be released to the contractor
via subsequent modifications after the Government has rendered an award fee
determination in accordance with the award fee plan currently in force under
this contract. Upon receipt of the aforementioned modification, the contractor
is authorized to bill for the earned award fee.
SECTION G - CONTRACT ADMINISTRATION DATA:
G. l - ACCOUNTING AND APPROPRIATION DATA is revised to read as follows:
ACR: AA
972/30400.4500 524351 999-3100 S18119 04539004 S0000 V5 XXX XXX
OBLIGATED FOR CPAF COST $347,000.00
ACR: AB
973/40400.4500 534351 999-3100 S18119 04539004 S0000 V5 XXX XXX
COST PLUS FIXED FEE PORTION $355,490.00
COST PLUS AWARD FEE PORTION $5,372,370.00
TOTAL OBLIGATION $5,727,860.00
ACR: AC
974/50400.4500 544351 999-2500 S 18119 04100200 IV 0000 V5 106B
OBLIGATED COST & BASE FEE $9,816,877.00
OBLIGATED EARNED AWARD FEE $782,084.00
TOTAL OBLIGATED $10,598,961.00
ACR: AD
975/60400.4500 554E51 999-2500 S18119 04100200 IX 0000 V5 106B
FROM BY TO
OBLIGATED FOR COST: $9,055,993.00 $155,427.00 $9,211,420.00
OBLIGATED FOR BASE FEE $60,602.00 $60,602.00
OBLIGATED FOR EARNED A/F $391,266.00 $391,266.00
OBLIGATED FOR FUTURE A/F $155,427.00 ($155,427.00) $0.00
TOTAL OBLIGATION $9,663,288.00 $9,663,288.00
ACR: AE
976/70400.4500 564E51 999-3100 S18119 03200107 IX 0000 X3 I06B
FROM BY TO
OBLIGATED FOR COST: $4,937,331.00 $241,403.00 $5,178,734.00
OBLIGATED FOR FUTURE A/F $241,403.00 ($241,403.00) $0.00
TOTAL OBLIGATION $5,178,734.00 $5,178,734.00
ACR: AF
976/70400.1145 C64X02 XXX-2550 S18119 P6532000 WH 0000 WH XXXX
FROM BY TO
OBLIGATED FOR COST $2,210,381.00 $107,154.00 $2,317,535.00
OBLIGATED FOR BASE FEE $33,793.00 $33,793.00
OBLIGATED FOR FUTURE A/F: $649,619.00 ($107,154.00) $542,465.00
TOTAL OBLIGATION: $2,860,000.00 $2,860,000.00
ACR: AG
975/60400.4500 554E51 999-3100 S18119 02200502 IX 0000 X3 I01A
FROM BY TO
OBLIGATED FOR COST $277,483.00 $38,481.00 $315,964.00
OBLIGATED FOR FUTURE A/F: $38,481.00 (38,481.00) $0.00
TOTAL OBLIGATION: $315,964.00 $315,964.00
G.6 - 352.232-9008 INCREMENTAL FUNDING - AWARD (OCT 1993)
a) This contract is subject to incremental funding. The total CPAF
amount negotiated and agreed to is $35,347.833.00. Notwithstanding the total
amount negotiated and agreed to, funds in the amount of only $34,336.317.00 are
currently obligated for this action. Therefore, the contractor shall not incur
costs in excess of $31,951,709.00 and shall not be paid a base fee (CPAF), in
excess of $668,793.00 award fee in excess of $1,715,815.00 until the contract is
modified to obligate additional funds. Notwithstanding any other provision of
this contract, the Government shall not be liable to reimburse the contractor
for costs and fee in excess of the sum obligated on this contract.
(b) In accordance with the Limitation of Funds Clause, the contractor
shall notify the Contracting Officer in writing whenever it has reason to
believe that the costs it expects to incur under this contract in the next 60
days, when added to all costs previously incurred, will exceed 75 percent of the
amount currently obligated on the contract. The contractor's notice shall
include an estimate of funds required to continue performance.
(c) It is expected that the current funding increment obligated by this
action shall allow the contractor to perform the required work through 30 APRIL
1996. In accordance with the Limitation of Funds clause of the contract, 60 days
before the end of the period specified above, the Contractor shall notify the
Contracting Officer in writing of the estimated amount of additional funds, if
any, required to continue performance for any further period specified (or
otherwise agreed upon), and when the funds will be required.
(d) If, after notification by the contractor pursuant to the
Limitations of Funds clause, additional funds are required to be obligated for a
further period, this clause will be modified accordingly.
(End of clause)
3. As a result funding profile is revised to read as follows:
CPAF PORTION FROM BY TO
Estimated Cost $31,409,244.00 $542,465.00 $31,951,709.00
Base Fee $668,793.00 $668,793.00
Earned Award Fee $ 1,173,350.00 $1,173,350.00
Future Award Fee $1,084,930.00 ($542,465.00) $542,465.00
Total CPAF $34,336,317.00 $34,336,317.00
CPFF PORTION
Estimated Cost $366,222.00 $366,222.00
Fixed Fee $19,268.00 $19,268.00
Total CPFF $355,490.00 $355,490.00
4. As a result of the above total contract value is unchanged:
CPAF Portion
Estimated Cost $32,420,760.00
Base Fee $668,793.00
Award Fee $2,258,280.00
Total CPAF $35,347,833.00
CPFF Portion
Estimated Cost $336,000.00
Fixed Fee $19,268.00
Total CPFF $335,490.00
5. Except as provided herein, all other terms and conditions of the
subject contract remain in full force.
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT CONTRACT ID CODE PAGE OF PAGES
1 4
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (IF
P00029 24 APR 1996 V592-4001 A/25 APPLICABLE)
6. ISSUED BY CODE H98230 7. ADMINISTERED BY (IF OTHER THAN ITEM
6) CODE
Maryland Procurement Office
9800 Savage Rd., Fanx III
Ft. George G. Meade, MD 20755-6000
Attn: N141(EPS), Phone: (410) 859-4071
8. NAME AND ADDRESS OF CONTRACTOR (NO., STREET, COUNTY, STATE AND ZIP CODE) (x) 9A. AMENDMENT OF SOLICITATION NO.
Secure Computing Corporation
Attn: Bill Erbes (612 / 628-2733)
2675 Long Lake Rd. 9B. DATED (SEE ITEM 11)
Roseville, MN 55113
10A. MODIFICATION OF CONTRACT/ORDER NO.
MDA904-93-C-C034
CODE FACILITY CODE 10B. DATED (SEE ITEM 13)
16 DECEMBER 1992
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
|_| The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers
|_| is extended, |_| is not extended.
Offer's must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the
following methods:
(a) By completing Items 8 and 15, and returning ___________ copies of the
amendment; (b) By acknowledging receipt of this amendment on each copy of the
offer submitted; or (c) By separate letter or telegram which includes a
reference to the solicitation and amendment numbers. FAILURE OF YOUR
ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS
PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If
by virtue of this amendment you desire to change an offer already submitted,
such change may be made by telegram or letter, provided each telegram or letter
makes reference to the solicitation and this amendment, and is received prior to
the opening hour and date specified.
12. ACCOUNTING AND APPROPRIATION DATA (IF REQUIRED)
See page 2 Obligate: $1,000,000.00
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACT/ORDERS,
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
(x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (SPECIFY AUTHORITY) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT
ORDER NO. IN ITEM 10A.
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (SUCH AS CHANGES IN PAYING OFFICE,
APPROPRIATION DATE, ETC.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).
X C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
10 U.S.C. 2304(c)(6)
D. OTHER (SPECIFY TYPE OF MODIFICATION AND AUTHORITY)
E. IMPORTANT: Contractor |_| is not, |X| is required to sign this document and return 3 copies to the issuing office.
14. DESCRIPTION OF AMENDMENT/MODIFICATION (ORGANIZED BY UCF SECTION HEADINGS,
INCLUDING SOLICITATION/CONTRACT SUBJECT MATTER WHERE feasible.)
1. THE PURPOSE OF THIS MODIFICATION IS TO INTERIM FUND AN ANTICIPATED COST
GROWTH/G&A RATE ADJUSTMENT. THESE FUNDS ARE BEING PROVIDED TO ALLOW
PERFORMANCE OF EXISTING TASK TO CONTINUE WHILE A COST GROWTH IS BEING
NEGOTIATED. THIS SHALL ALLOW THE CONTRACTOR TO CONTINUE PERFORMANCE THROUGH
30 MAY 1996.
2. ACCORDINGLY, THE FOLLOWING SECTIONS HAVE BEEN MODIFIED.
Except as provided herein, all terms and conditions of the document referenced
in Item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
15A. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 16A. NAME AND TITLE OF CONTRACTING OFFICER (TYPE OR PRINT)
Kermit M. Beseke ANDREW D. SNYDER
President & CEO Contracting Officer
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED
/s/ Kermit M. Beseke 24 Apr 96 BY /s/ Andrew D. Snyder 24 APR 1996
(SIGNATURE OF PERSON AUTHORIZED TO SIGN) (SIGNATURE OF CONTRACTING OFFICER)
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITION UNUSABLE PRESCRIBED by GSA
5AP/48 CER\53.243
SECTION G - CONTRACT ADMINISTRATION DATA:
G. l - ACCOUNTING AND APPROPRIATION DATA is revised to read as follows:
ACR: AA
972/30400.4500 524351 999-3100 S 18119 04539004 S0000 V5 XXX XXX
OBLIGATED FOR CPAF COST $347,000.00
ACR: AB
973/40400.4500 534351 999-3100 S 18119 04539004 S0000 V5 XXX XXX
COST PLUS FIXED FEE PORTION $355,490.00
COST PLUS AWARD FEE PORTION $5,372,370.00
TOTAL OBLIGATION $5,727,860.00
ACR: AC
974/50400.4500 544351 999-2500 S18119 04100200 IV 0000 V5 106B
OBLIGATED COST & BASE FEE $9,816,877.00
OBLIGATED EARNED AWARD FEE $782,084.00
TOTAL OBLIGATION $10,598,961.00
ACR: AD
975/60400.4500 554E51 999-2500 S18119 04100200 IX0000 V5 I06B
OBLIGATED FOR COST: $9,211,420.00
OBLIGATED FOR BASE FEE $60,602.00
OBLIGATED FOR EARNED A/F $391,266.00
TOTAL OBLIGATION $9,663,288.00
ACR: AE
976/70400.4500 564E51 999-3100 S18119 03200107 IX 0000 X3 I06B
OBLIGATED FOR COST: $5,178,734.00
OBLIGATED FOR COST GROWTH $1,000,000.00
TOTAL OBLIGATION $6,178,734.00
ACR: AF
976/70400.1145 C64X02 XXX-2550 S 18119 P6532000 WH 0000 WH XXXX
OBLIGATED FOR COST $2,317,535.00
OBLIGATED FOR BASE FEE $33,793.00
OBLIGATED FOR FUTURE A/F: $542,465.00
TOTAL OBLIGATION: $2,860,000.00
ACR: AG
975/60400.4500 554E51 999-3100 S 18119 02200502 IX 0000 X3 I01A
OBLIGATED FOR COST $315,964.00
TOTAL OBLIGATION: $315,964.00
G.6 - 352.232-9008 INCREMENTAL FUNDING - AWARD (OCT 1993)
a) This contract is subject to incremental funding. The total CPAF
amount negotiated and agreed to is $35,347,833.00. Notwithstanding the total
amount negotiated and agreed to, funds in the amount of only $35,336,317.00 are
currently obligated for this action. Therefore, the contractor shall not incur
costs in excess of $32,951,709.00 of which $1,000,000.00 is interim funding of a
to be negotiated cost growth. The contractor shall not be paid a base fee (CPAF)
in excess of $668,793.00 award fee in excess of $1,715,815.00 until the contract
is modified to obligate additional funds. Notwithstanding any other provision of
this contract, the Government shall not be liable to reimburse the contractor
for costs and fee in excess of the sum obligated on this contract.
(b) In accordance with the Limitation of Funds Clause, the contractor
shall notify the Contracting Officer in writing whenever it has reason to
believe that the costs it expects to incur under this contract in the next 60
days, when added to all costs previously incurred, will exceed 75 percent of the
amount currently obligated on the contract. The contractor's notice shall
include an estimate of funds required to continue performance.
(c) It is expected that the current funding increment obligated by this
action shall allow the contractor to perform the required work through 30 MAY
1996. In accordance with the Limitation of Funds clause of the contract, 60 days
before the end of the period specified above, the Contractor shall notify the
Contracting Officer in writing of the estimated amount of additional funds, if
any, required to continue performance for any further period specified (or
otherwise agreed upon), and when the funds will be required.
(d) If, after notification by the contractor pursuant to the Limitations of
Funds clause, additional funds are required to be obligated for a further
period, this clause will be modified accordingly.
(End of clause)
3. As a result funding profile is revised to read as follows:
CPAF PORTION FROM BY TO
Estimated Cost $31,951,709.00 $31,951,709.00
ESTIMATED COST GROWTH $0.00 $1,000,000.00 $1,000,000.00
Base Fee $668,793.00 $668,793.00
Earned Award Fee $ 1,173,350.00 $ 1,173,350.00
Future Award Fee $542,465.00 $542,465.00
Total CPAF $34,336,317.00 $1,000,000.00 $35,336,317.00
CPFF PORTION
Estimated Cost $336,222.00
Fixed Fee $ 19,268.00
Total CPFF $355,490.00
4. As a result of the above total contract value is revised as follows:
CPAF Portion
Estimated Cost $32,420,760.00
Base Fee $668,793.00
Award Fee $2,258,280.00
Total CPAF $35,347,833.00
CPFF Portion
Estimated Cost $336,000.00
Fixed Fee $19,268.00
Total CPFF $335,490.00
COST GROWTH PORTION
ESTIMATED CoST GROWTH $7,182,673.00
(NOT TO EXCEED)
5. Except as provided herein, all other terms and conditions of the subject contract remain in full force
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT CONTRACT ID CODE PAGE OF PAGES
1 4
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (IF
P00030 6 June 1996 V592-4001 A/26 APPLICABLE)
6. ISSUED BY CODE H98230 7. ADMINISTERED BY (IF OTHER THAN ITEM 6) CODE
Maryland Procurement Office
9800 Savage Rd., Fanx III
Ft. George G. Meade, MD 20755-6000
Attn: N141(EPS), Phone: (410) 859-4071
8. NAME AND ADDRESS OF CONTRACTOR (NO., STREET, COUNTY, STATE AND ZIP CODE) (x) 9A. AMENDMENT OF SOLICITATION NO.
Secure Computing Corporation
Attn: Bill Erbes (612/628-2733)
2675 Long Lake Rd. 9B. DATED (SEE ITEM 11)
Roseville, MN 55113
10A. MODIFICATION OF CONTRACT/ORDER NO.
MDA904-93-C-C034
CODE FACILITY CODE 10B. DATED (SEE ITEM 13)
16 DECEMBER 1992
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
|_|The above numbered solicitation is amended as set forth in Item 14. The hour
and date specified for receipt of Offers |_| is extended, |_| is not extended.
Offer's must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:
(a) By completing Items 8 and 15, and returning ___________ copies of the
amendment; (b) By acknowledging receipt of this amendment on each copy of the
offer submitted; or (c) By separate letter or telegram which includes a
reference to the solicitation and amendment numbers. FAILURE OF YOUR
ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS
PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If
by virtue of this amendment you desire to change an offer already submitted,
such change may be made by telegram or letter, provided each telegram or letter
makes reference to the solicitation and this amendment, and is received prior to
the opening hour and date specified.
12. ACCOUNTING AND APPROPRIATION DATA (IF REQUIRED)
See page 2 Obligate: $500,000.00
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACT/ORDERS,
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
(x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (SPECIFY AUTHORITY) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT
ORDER NO. IN ITEM 10A.
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (SUCH AS CHANGES IN PAYING OFFICE,
APPROPRIATION DATE, ETC.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).
X C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
10 U.S.C. 2304 (c)(6)
D. OTHER (SPECIFY TYPE OF MODIFICATION AND AUTHORITY)
E. IMPORTANT: Contractor |_| is not, |X| is required to sign this document and return 3 copies to the issuing office.
14. DESCRIPTION OF AMENDMENT/MODIFICATION (ORGANIZED BY UCF SECTION HEADINGS,
INCLUDING SOLICITATION/CONTRACT SUBJECT MATTER WHERE feasible.)
1. THE PURPOSE OF THIS MODIFICATION IS TO INTERIM FUND AN ANTICIPATED COST
GROWTH/G&A RATE ADJUSTMENT. THESE FUNDS ARE BEING PROVIDED TO ALLOW
PERFORMANCE OF EXISTING TASK TO CONTINUE WHILE A COST GROWTH IS BEING
NEGOTIATED. THIS SHALL ALLOW THE CONTRACTOR TO CONTINUE PERFORMANCE THROUGH
15 JUNE 1996.
2. ACCORDINGLY, THE FOLLOWING SECTIONS HAVE BEEN MODIFIED.
Except as provided herein, all terms and conditions of the document referenced
in Item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
15A. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 16A. NAME AND TITLE OF CONTRACTING OFFICER (TYPE OR PRINT)
Kermit M. Beseke ANDREW D. SNYDER
President & CEO Contracting Officer
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED
/s/ Kermit M. Beseke 6 June 96 BY /s/ Andrew D. Snyder 6 June 1996
(SIGNATURE OF PERSON AUTHORIZED TO SIGN) (SIGNATURE OF CONTRACTING OFFICER)
NSN 7540-01-152-8070 STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITION UNUSABLE 30-105 PRESCRIBED by GSA
5AP/48 CER\53.243
SECTION G - CONTRACT ADMINISTRATION DATA:
G. l - ACCOUNTING AND APPROPRIATION DATA is revised to read as follows:
ACR: AA
972/30400.4500 524351 999-3100 S18119 04539004 S0000 V5 XXX XXX
OBLIGATED FOR CPAF COST $347,000.00
ACR: AB
973/40400.4500 534351 999-3100 S18119 04539004 S0000 V5 XXX XXX
COST PLUS FIXED FEE PORTION $355,490.00
COST PLUS AWARD FEE PORTION $5,372,370.00
TOTAL OBLIGATION $5,727,860.00
ACR: AC
974/50400.4500 544351 999-2500 S18119 04100200 IV 0000 V5 106B
OBLIGATED COST & BASE FEE $9,816,877.00
OBLIGATED EARNED AWARD FEE $782,084.00
TOTAL OBLIGATION $10,598,961.00
ACR: AD
975/60400.4500 554E51 999-2500 S18119 04100200 IX 0000 V5 106B
OBLIGATED FOR COST: $9,211,420.00
OBLIGATED FOR BASE FEE $60,602.00
OBLIGATED FOR EARNED A/F $391,266.00
OBLIGATED FOR COST GROWTH $500,000.00
TOTAL OBLIGATION $10,163,288.00
ACR: AE
976/70400.4500 564E51 999-3100 S18119 03200107 IX 0000 X3 106B
OBLIGATED FOR COST: $5,178,734.00
OBLIGATED FOR COST GROWTH $1,000,000.00
TOTAL OBLIGATION $6,178,734.00
ACR: AF
976/70400.1145 C64X02 XXX-2550 S18119 P6532000 WH 0000 WH XXXX
OBLIGATED FOR COST $2,317,535.00
OBLIGATED FOR BASE FEE $33,793.00
OBLIGATED FOR FUTURE A/F: $542,465.00
TOTAL OBLIGATION: $2,860,000.00
ACR: AG
975/60400.4500 554E51 999-3100 S18119 02200502 IX 0000 X3 101A
OBLIGATED FOR COST $315,964.00
TOTAL OBLIGATION: $315,964.00
G.6 - 352.232-9008 INCREMENTAL FUNDING - AWARD (OCT 1993)
a) This contract is subject to incremental funding. The total CPAF amount
negotiated and agreed to is $35,347,833.00. Notwithstanding the total amount
negotiated and agreed to, funds in the amount of only $35,836,317.00 are
currently obligated for this action. Therefore, the contractor shall not incur
costs in excess of $33,451,709.00 of which $1,500,000.00 is interim funding of a
to be negotiated cost growth. The contractor shall not be paid a base fee
(CPAF), in excess of $668,793.00 award fee in excess of $1,715,815.00 until the
contract is modified to obligate additional funds. Notwithstanding any other
provision of this contract, the Government shall not be liable to reimburse the
contractor for costs and fee in excess of the sum obligated on this contract.
(b) In accordance with the Limitation of Funds Clause, the contractor shall
notify the Contracting Officer in writing whenever it has reason to believe that
the costs it expects to incur under this contract in the next 60 days, when
added to all costs previously incurred, will exceed 75 percent of the amount
currently obligated on the contract. The contractor's notice shall include an
estimate of funds required to continue performance.
(c) It is expected that the current funding increment obligated by this
action shall allow the contractor to perform the required work through 15 JUNE
1996. In accordance with the Limitation of Funds clause of the contract, 60 days
before the end of the period specified above, the Contractor shall notify the
Contracting Officer in writing of the estimated amount of additional funds, if
any, required to continue performance for any further period specified (or
otherwise agreed upon), and when the funds will be required.
(d) If, after notification by the contractor pursuant to the Limitations of
Funds clause, additional funds are required to be obligated for a further
period, this clause will be modified accordingly.
(End of clause)
3. As a result funding profile is revised to read as follows:
CPAF PORTION FROM BY TO
Estimated Cost $31,951,709.00 $31,951,709.00
ESTIMATED COST GROWTH $1,000,000.00 $500,000.00 $1,500,000.00
Base Fee $668,793.00 $668,793.00
Earned Award Fee $1,173,350.00 $1,173,350.00
Future Award Fee $542,465.00 $542,465.00
Total CPAF $35,336,317.00 $500,000.00 $35,836,317.00
CPFF PORTION
Estimated Cost $336,222.00
Fixed Fee $ 19,268.00
Total CPFF $355,490.00
4. As a result of the above total contract value is unchanged:
CPAF Portion
Estimated Cost $32,420,760.00
Base Fee $668,793.00
Award Fee $2,258,280.00
Total CPAF $35,347,833.00
CPFF Portion
Estimated Cost $336,000.00
Fixed Fee $ 19,268.00
Total CPFF $335,490.00
COST GROWTH PORTION
ESTIMATED COST GROWTH $7,182,673.00
(NOT TO EXCEED)
5. Except as provided herein, all other terms and conditions of the subject contract remain in fill force
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT CONTRACT ID CODE PAGE OF PAGES
1 5
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (IF
P00031 6 June 1996 N/A APPLICABLE)
6. ISSUED BY CODE H98230 7. ADMINISTERED BY (IF OTHER THAN ITEM
6) CODE
Maryland Procurement Office
9800 Savage Rd., Fanx III
Ft. George G. Meade, MD 20755-6000
Attn: N141(EPS), Phone: (410) 859-4071
8. NAME AND ADDRESS OF CONTRACTOR (NO., STREET, COUNTY, STATE AND ZIP CODE) (x) 9A. AMENDMENT OF SOLICITATION NO.
Secure Computing Corporation
Attn: Bill Erbes (612 / 628-2733)
2675 Long Lake Rd. 9B. DATED (SEE ITEM 11)
Roseville, MN 55113
10A. MODIFICATION OF CONTRACT/ORDER NO.
MDA904-93-C-C034
CODE FACILITY CODE 10B. DATED (SEE ITEM 13)
16 DECEMBER 1992
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
|_|The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers |_| is
extended, |_| is not extended.
Offer's must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the
following methods:
(a) By completing Items 8 and 15, and returning ___________ copies of the amendment; (b) By acknowledging receipt of this amendment
on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and
amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR
AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already
submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and
this amendment, and is received prior to the opening hour and date specified.
12. ACCOUNTING AND APPROPRIATION DATA (IF REQUIRED)
See page 3
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACT/ORDERS,
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
(x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (SPECIFY AUTHORITY)THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT
ORDER NO. IN ITEM 10A.
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (SUCH AS CHANGES IN PAYING OFFICE,
APPROPRIATION DATE, ETC.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
X D. OTHER (SPECIFY TYPE OF MODIFICATION AND AUTHORITY)
Award Fee Determination Plan
E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return ___________ copies to the issuing office.
14. DESCRIPTION OF AMENDMENT/MODIFICATION (ORGANIZED BY UCF SECTION HEADINGS,
INCLUDING SOLICITATION/CONTRACT SUBJECT MATTER WHERE feasible.)
1. The purpose of this modification is to provide award fee for the Fifth (5th) and Sixth (6th) evaluation periods,
period of performance: 5th - 1 July 1995 though 30 October 1995
6th - 1 November 1995 though 30 March 1996
In accordance with the Award Fee Determination Plan, the Contractor has
earned a score of 50 for both the 5th and 6th periods which translate to
50% of the available award fee. The amount of unearned award fee for these
periods will be subtracted from the total contract value.
2. Accordingly, the following sections have been modified.
Except as provided herein, all terms and conditions of the document referenced
in Item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
15A. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 16A. NAME AND TITLE OF CONTRACTING OFFICER (TYPE OR PRINT)
ANDREW D. SNYDER
Contracting Officer
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED
_____________________________________ BY /s/ Andrew D. Snyder 6 June 1996
(SIGNATURE OF PERSON AUTHORIZED TO SIGN) (SIGNATURE OF CONTRACTING OFFICER)
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITION UNUSABLE PRESCRIBED by GSA
5AP/48 CER\53.243
SECTION B - SUPPLIES OR SERVICES AND PRICE / COST
B.3 ESTIMATED COST AND CONSIDERATION
352.216-9007 - ESTIMATED COST AND (AF) CONSIDERATION (CPAF PORTION) is
revised to read as follows:
a) It is estimated that the total cost of work performed under this
contract will be Thirty Two Million, Four Hundred and Twenty Thousand, Seven
Hundred and Sixty dollars and no cents ($32,420,760.00), exclusive of the
contractors fees.
b) as consideration for its undertaking. the contractor shall receive the following:
i) Reimbursement of cost, as provided for under clause of this title.
ii) A Base Fee of Six Hundred and Sixty Eight Thousand, Seven Hundred and Ninety Three dollars and no cents ($668,793.00)
iii) An Award fee in the amount of ONE MILLION, SEVEN HUNDRED AND FIFTEEN THOUSAND, EIGHT HUNDRED AND FIFTEEN DOLLARS AND
NO CENTS ($1,715,815.00) from which the amount of award fee earned will be determined unilateral by the Fee
Determination Official (FDO), based on periodic evaluation of the contractors performance in accordance with the most
recent Award Fee Plan.
B.4 - 352-216-9008 - NOTICE AWARD FEE FUNDING (JUL 1993) is hereby deleted
B.5 - CONTRACT PAYMENT STRUCTURE is revised to read as follows:
(a) As consideration for providing the scope of work described in
Section B.l above, the contractor shall be reimbursed in accordance with the
following contract payment structure:
CPAF Portion FROM BY TO
Estimated Cost $32,420,760.00 $32,420.760.00
Base Fee $668,793.00 $668,793.00
Award Fee 2,258,280.00 ($542,465.00) $1,715,815.00
Total CPAF $35,347,833.00 ($542,465.00) $34,805,368.00
CPFF Portion
Estimated Cost $336,000.00
Fixed Fee $19,268.00
Total CPFF $335,490.00
b) The award fee pool shall be distributed in accordance with the unilateral determination of the Fee Determination
Official (FDO) based on periodic evaluation of the contractor's performance in accordance with the award fee determination plan. The
Government may unilateral make changes to the plan and such changes shall be furnished to the contractor prior to their effective
date.
c) The amount of award fee available and earned for each evaluation period is set forth in the following schedule:
EVALUATION PERIOD EARNED
----------------- ------
1) January - April 1994 $412,051.00
2) May - September 1994 $370,033.00
3) October- January 1995 $203,315.00
4) February - June 1995 $187,951.00
5) July - October 1995 $207,236.50
6) November - March 1996 $335,228.50
-----------
TOTAL $1,715,815.00
SECTION G - CONTRACT ADMINISTRATION DATA:
G.l - ACCOUNTING AND APPROPRIATION DATA is revised to read as follows:
ACR: AA
972/30400.4500 524351 999-3100 S18119 0439004 S0000 V5 XXX XXX
OBLIGATED FOR CPAF COST $347,000.00
ACR: AB
973/40400.4500 534351 999-3100 S18119 04239004 S0000 V5 XXX XXX
COST PLUS FIXED FEE PORTION $355,490.00
COST PLUS AWARD FEE PORTION $5,372,370.00
TOTAL OBLIGATION $5,727,860.00
ACR: AC
974/50400.4500 544351 999-2500 S18119 04100200 IV 0000 V5 106B
OBLIGATED COST & BASE FEE $9,816,877.00
OBLIGATED EARNED AWARD FEE $782,084.00
TOTAL OBLIGATION $10,598,961.00
ACR: AD
975/60400.4500 554E51 999-2500 S18119 04100200 IX 0000 V5 106B
OBLIGATED FOR COST: $9,211,420.00
OBLIGATED FOR BASE FEE $60,602.00
OBLIGATED FOR EARNED A/F $391,266.00
OBLIGATED FOR COST GROWTH $500,000.00
TOTAL OBLIGATION $10,163,288.00
ACR: AE
976/70400.4500 564E51 999-3100 S18119 03200107 IX 0000 X3 I06B
OBLIGATED FOR COST: $5,178,734.00
OBLIGATED FOR COST GROWTH $1,000,000.00
TOTAL OBLIGATION $6,178,734.00
ACR: AF
976/70400.1145 C64X02 XXX-2550 S18119 P6532000 WH 0000 WH XXXX
OBLIGATED FOR COST $2,317,535.00
OBLIGATED FOR BASE FEE $33,793.00
OBLIGATED FOR EARNED A/F $542,465.00
TOTAL OBLIGATION: $2,860,000.00
ACR: AG
975/60400.4500 554E51 999-3100 S18119 02200502 IX 0000 X3 I01A
OBLIGATED FOR COST $315,964.00
TOTAL OBLIGATION: $315,964.00
G.6 - 352.232-9008 INCREMENTAL FUNDING - AWARD (OCT 1993)
a) This contract is subject to incremental funding. The total CPAF
amount negotiated and agreed to is $34,805,368.00. Notwithstanding the total
amount negotiated and agreed to, funds in the amount of only $35,836,317.00 are
currently obligated for this action. Therefore, the contractor shall not incur
costs in excess of $33,451,709.00 of which $1,500,000.00 is interim funding of a
to be negotiated cost growth. The contractor shall not be paid a base fee
(CPAF), in excess of $668,793.00 award fee in excess of $1,715,815,00 until the
contract is modified to obligate additional funds. Notwithstanding any other
provision of this contract, the Government shall not be liable to reimburse the
contractor for costs and fee in excess of the sum obligated on this contract.
(b) In accordance with the Limitation of Funds Clause, the contractor
shall notify the Contracting Officer in writing whenever it has reason to
believe that the costs it expects to incur under this contract in the next 60
days, when added to all costs previously incurred, will exceed 75 percent of the
amount currently obligated on the contract. The contractor's notice shall
include an estimate of funds required to continue performance.
(c) It is expected that the current funding increment obligated by this
action shall allow the contractor to perform the required work through 15 JUNE
1996. In accordance with the Limitation of Funds clause of the contract, 60 days
before the end of the period specified above, the Contractor shall notify the
Contracting Officer in writing of the estimated amount of additional funds, if
any, required to continue performance for any further period specified (or
otherwise agreed upon), and when the funds will be required.
(d) If, after notification by the contractor pursuant to the
Limitations of Funds clause, additional funds are required to be obligated for a
further period, this clause will be modified accordingly.
(End of clause)
3. As a result funding profile is revised to read as follows:
CPAF PORTION FROM BY TO
Estimated Cost $31,951,709.00 $31,951,709.00
Estimated Cost Growth $1,500,000.00 $1,500,000.00
Base Fee $668,793.00 $668,793.00
EARNED AWARD FEE $1,173,350.00 $542,465.00 $1,715,815.00
FUTURE AWARD FEE $542,465.00 ($542,465.00) $0.00
Total CPAF $35,836,317.00 $35,836,317.00
CPFF PORTION
Estimated Cost $336,222.00
Fixed Fee $19,268.00
Total CPFF $355,490.00
4. As a result of the above total contract value is decreased as follows:
CPAF Portion FROM BY TO
Estimated Cost $32,420,760.00 $32,420,760.00
Base Fee $668,793.00 $668,793.00
Award Fee 2,258,280.00 ($542,465.00) $1,715,815.00
Total CPAF $35,347,833.00 ($542,465.00) $34,805,368.00
CPFF Portion
Estimated Cost $336,000.00
Fixed Fee $19,268.00
Total CPFF $335,490.00
COST GROWTH Portion
Estimated Cost Growth $7,182,673.00
(NOT TO EXCEED)
5. Except as provided herein, all other terms and conditions of the subject contract remain in full force
PAGE 1
MDA904-93-C-C034 / P00032
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT CONTRACT ID CODE PAGE OF PAGES
1 28
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (IF
P00032 2 Jul. 1996 V592-4001 A/26 APPLICABLE)
6. ISSUED BY CODE H98230 7. ADMINISTERED BY (IF OTHER THAN ITEM
6) CODE
Maryland Procurement Office
9800 Savage Rd., Fanx III
Ft. George G. Meade, MD 20755-6000
Attn: N141(EPS), Phone: (410) 859-4071
8. NAME AND ADDRESS OF CONTRACTOR (NO., STREET, COUNTY, STATE AND ZIP CODE) (x) 9A. AMENDMENT OF SOLICITATION NO.
Secure Computing Corporation
Attn: Bill Erbes (612 / 628-2733)
2675 Long Lake Rd. 9B. DATED (SEE ITEM 11)
Roseville, MN 55113
10A. MODIFICATION OF CONTRACT/ORDER NO.
MDA904-93-C-C034
CODE FACILITY CODE 10B. DATED (SEE ITEM 13)
16 DECEMBER 1992
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
|_| The above numbered solicitation is amended as set forth in Item 14. The hour
and date specified for receipt of Offers |_| is extended, |_| is not extended.
Offer's must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:
(a) By completing Items 8 and 15, and returning ___________ copies of the amendment; (b) By acknowledging receipt of this amendment
on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and
amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR
AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already
submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and
this amendment, and is received prior to the opening hour and date specified.
12. ACCOUNTING AND APPROPRIATION DATA (IF REQUIRED)
See Section G OBLIGATE: $7,087,831.00
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACT/ORDERS,
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
(x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (SPECIFY AUTHORITY) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE
CONTRACT ORDER NO. IN ITEM 10A.
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (SUCH AS CHANGES IN PAYING OFFICE,
APPROPRIATION DATE, ETC.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).
X C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
10 U.S.C. 2304 (c)(6)
X D. OTHER (SPECIFY TYPE OF MODIFICATION AND AUTHORITY)
E. IMPORTANT: Contractor |_| is not, |X| is required to sign this document and return 3 copies to the issuing
office.
14. DESCRIPTION OF AMENDMENT/MODIFICATION (ORGANIZED BY UCF SECTION HEADINGS,
INCLUDING SOLICITATION/CONTRACT SUBJECT MATTER WHERE feasible.)
1. The purpose of this modification is to:
a) Incorporate additional scope per Revision I.2 of the Statement of Work, dated 11 June 1996.
b) Provide funding for the negotiated cost growth with work associated with SOW Revision F&G.
c) Incorporate the change in contract type from a CPAF to a CPFF type.
d) Restate the contract in its entirety.
f) Obligate additional incremental funding.
2. Accordingly the following sections have been modified.
Except as provided herein, all terms and conditions of the document referenced
in Item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
15A. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 16A. NAME AND TITLE OF CONTRACTING OFFICER (TYPE OR PRINT)
KERMIT M. BESEKE ANDREW D. SNYDER
President and Chief Executive Officer Contracting Officer
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED
/s/ Kermit M. Beseke 28 Jun 96 BY /s/ Andrew D. Snyder 2 JUL 1996
(SIGNATURE OF PERSON AUTHORIZED TO SIGN) (SIGNATURE OF CONTRACTING OFFICER)
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITION UNUSABLE PRESCRIBED BY GSA
5AP/48 CER\53.243
SECTION B - SUPPLIES OR SERVICES
B. l - SCOPE OF WORK
The contractor shall:
a. Furnish the necessary materials, facilities, equipment, supplies and services of skilled professional, technical and
support personnel for the design, development, interface, test and delivery of work specified in the Statement of Work delineated in
Section C. of this contract.
b. Prepare and deliver data in accordance with the Contract Data Requirements List (CDRL) delineated in Section C of this
contract.
c. Design, develop, test and deliver the Secure Network Server in accordance with the delivery schedule delineated in
Section C. of this contract.
d. Conduct an operator training course in accordance with the requirements in the Statement of Work delineated in Section
C of this contract.
B.2 - 352.232-9016 - REIMBURSEMENT FOR COSTS - LIMITATION OF FUNDS (OCT 1993)
(a) Allowable costs constitute those costs incurred by the contractor
in the performance of this contract which are acceptable by the Contracting
Officer or his duly authorized representative as chargeable hereto in accordance
with the contract clause entitled "Allowable Cost and Payment" (FAR 52.216-7) as
limited by the contract clause entitled "Limitation of Funds" (FAR 52.232-22),
and FAR Part 31.
(b) Travel shall be reimbursed at cost. Lodging shall be reimbursed at
cost. Meals and incidental expenses shall be reimbursed at the applicable flat
rate or the balance up to the applicable NTE established rate. The total of
lodging, meals and incidental expenses shall not exceed the established rate for
each location set forth in the "Federal Travel Regulations" (FTR); the "Joint
Travel Regulations", Volume 2 (JTR); and the "Standardized Regulations
(Government Civilians, Foreign Areas), Section 925" as applicable. These costs
shall be chargeable directly to this contract in accordance with the
contractor's established method of distributing such costs.
(c) Upon determination of the allowable, allocable, and reasonable
costs, including actual overhead and general and administrative expense costs
applicable to this contract, any payment that has already been made to the
contractor shall be adjusted to reflect such actual costs.
(End of clause)
B.3 - 352.216-9001 ESTIMATED COST AND CONSIDERATION (OCT 1993)
(a) It is estimated that the total cost of the work under this contract
will be FORTY SEVEN MILLION, TWO HUNDRED AND TWENTY SEVEN THOUSAND, ONE HUNDRED
AND THIRTY EIGHT DOLLARS AND NO CENTS ($47,227,138.00), exclusive of the
contractor's fee.
(b) As consideration for its undertakings, the contractor shall receive
the following:
(1) Reimbursement for costs, as provided under clause of this
title.
(2) A fixed fee in the amount of TWO MILLION, NINE HUNDRED AND
THIRTY ONE THOUSAND, NINE HUNDRED AND EIGHTY SIX DOLLARS AND NO CENTS
($2,931,986.00), which fee, together with the reimbursement for costs provided
under clause of this title, shall constitute complete compensation for the
contractor's work under this contract. Payment of a fixed fee shall be made
proportionate to the amount of costs incurred, subject to the withholding
provision contained in the contract clause entitled "Fixed Fee" (FAR 52.216-8)
not to exceed $82,106.00.
(3) In the event that the contractor exceeds the estimated
cost stated above in paragraph (a), Secure Computing Corporation shall agree to
a dollar for dollar reduction in fee for every dollar increase in the estimated
cost up to $528,110.00. If the increase in estimated cost exceeds $528,110.00,
the contractor shall not be obligated to continue performance until such time as
the Contracting Officer notifies the contractor that contract cost have been
increased and funding is available.
(End of clause)
B.4 - INDIRECT RATE CAP
The contractor has agreed to "cap" it's indirect rates applied to the
cost incurred in performance of this contract, The indirect rates applies shall
not exceed the following. Should the indirect rates decrease below the agreed to
cap, the lower rate will apply to this contract.
Engineering Overhead 153.0%
Material Overhead 11.7%
General & Administrative 34.9%
FCCM - Engineering 3.026%
FCCM - G&A .113%
(End of clause)
SECTION C - DESCRIPTION / SPECIFICATION / WORK STATEMENT
The contractor shall perform the effort described in Section B in
accordance with the following:
C.l Statement of Work (SOW) entitled "Secure Network Server (SNS) Guard, Development Program", Revision I.2, dated
11 June 1996.
C.2 DD-Form 1423 - Contract Data Requirements List (CDRL), dated 11 June 1996.
C.3 DD-Form 254 - Contract Security Classification Specification, Revision 1, dated 27 November 1995
C.4 SNS Development Contract Delivery Schedule, dated 11 June 1996.
C.5 Secure Network Server Security Specification, Revision D, dated 19 April 1996.
C.6 Trusted Software Development Mythology - Volume I, SDI-S-SD-91-7, dated 17 June 92.
C.7 Direct Marketing Clause, dated 29 April 1994
SECTION D - PACKAGING AND MARKING
D.1 - 352.247-9021 MARKING OF DOCUMENTS (OCT 1993)
(a) All Contractor-generated technical reports shall bear the
statement "Not Releasable to the Defense Technical Information Center per DoD
Instruction 3200.12."
(b) In addition to the above marking all unclassified technical
reports, photographs, drawings, schematics, design circuits and description of
equipment designed and/or produced under the contract shall be marked with the
legend "DISTRIBUTION LIMITED TO U.S. GOVERNMENT AGENCIES ONLY, THIS DOCUMENT
CONTAINS NSA INFORMATION (Applicable Date). REQUEST FOR THIS DOCUMENT MUST BE
REFERRED TO THE DIRECTOR, NSA". Where DD Form 1473 is required to accompany a
document, the legend shall be entered in Block 3 thereof.
(c) The contractor shall be responsible for inserting the appropriate
application date in the aforementioned legend. This date shall be the date upon
which the document was completed.
(End of clause)
D.2 - 52.247-9022 PACKING AND SHIPPING (OCT 1993)
(a) Packing
(1) Material shall be packed by personnel duly cleared for the level of
classification in question, to conceal it properly and to avoid suspicion as to
its contents, and to reach destination in satisfactory condition. Internal
markings or internal packaging will clearly indicate the classification. NO
NOTATION TO INDICATE THE CLASSIFICATION SHALL APPEAR ON EXTERNAL MARKINGS.
(2) Documents shall be enclosed in two scaled envelopes or covers.
Typewritten or printed matter in the contents shall be protected by a cover
sheet or by folding inward to avoid direct contact with the inner envelope or
cover. The inner cover shall be addressed, return addressed, sealed and marked
with the security classification on front and back so that the marking will be
easily seen when the outer cover is removed. Receipt for, if required, shall be
enclosed identifying the addressor, addressee, and listing the contents by short
title. The outer envelope or cover shall be of sufficient opaqueness and density
as to prevent the classification marking of the inner cover from being visible
and shall be addressed, return addressed, and carefully sealed with no markings
or notations.
(b) Shipping
(1) Classified material shall be shipped in accordance with the
Industrial Security Manual for Safeguarding Classified Material and Security
Guidelines contained in DD Form 254.
(2) Unclassified material shall be shipped in accordance with the
contractor's best commercial practice to insure safe arrival at destination.
(End of clause)
SECTION E - INSPECTION AND ACCEPTANCE
E.1 REFERENCED CLAUSES - WHEN APPLICABLE. The following contract
clause(s) (marked (X) when applicable) pertinent to this section is/are hereby
incorporated by reference:
CLAUSE NO. TITLE FAR CLAUSES
(X) 52.246-8 Inspection of Research and Development-- Cost-Reimbursement ( APR 1984)
( ) 52.246-2 Inspection of Research and Development--Cost-Reimbursement (APR 1984) Alternate I (APR 1984)
( ) 52.246-9 Inspection of Research and Development (Short Form) (APR 1984)
FULL TEXT CLAUSES - WHEN APPLICABLE. Pursuant to FAR 52.102-2, the following
clause(s) (marked (X) when applicable) shall be incorporated in this
solicitation and/or contract in full text. Therefore, a copy of the applicable
clause(s) follow(s):
CLAUSE NO. TITLE FAR CLAUSES
( ) 52.246-11 Higher-Level Contract Quality Requirement (Government Specification) (APR 1984)
( ) 52.246-15 Certificate of Conformance (APR 1984)
E.2 - INSPECTION AND ACCEPTANCE
a) The contractor shall provide for the timely fabrication/build of
secure Network Servers and any other necessary test accessories to accomplish
all required testing prior to shipment. These systems and accessories shall be
refurbished, as necessary, by the contractor and delivered as part of those
items specified in Section B, upon completion of testing. The contractor shall
fabricate, build and successfully test Secure Network Server equipment in
quantities as specified in Section F.6 of this contract. The contractor must
ensure that all required testing is successfully completed prior to shipment of
any Secure Network Server equipment.
b) Initial inspection of all Secure Network Server equipment, software
and accessories will be conducted at the contractor's facility under the
jurisdiction of the COR. All equipment and accessories must successfully pass
all acceptance test and inspections in accordance with the Statement of Work or
other specific criteria.
c) Final system inspection and acceptance will be performed at each
installation site under the jurisdiction of the designated COR following
successful completion of testing. Final inspection and acceptance of any
accessories will be performed at destination.
d) Review and final acceptance of all CDRL items and documentary
material required by this contract will be accomplished at destination by the CO
or his duly authorized representative, unless otherwise specified by the CDRL
e) Preliminary inspection may be conducted at any time, and from time
to time, at the contractor's facility by the CO or his duly authorized
representative.
SECTION F - DELIVERIES OR PERFORMANCE
F. l - REFERENCED CLAUSES - WHEN APPLICABLE. The following contract
clause(s) pertinent to this section is/are hereby incorporated by reference:
CLAUSE NO. TITLE
(X) 52.242.15 Stop Work Order (AUG 1989) - Alternate I (APR 1984)
(X) 52.247-34 F.O.B. Destination (NOV 1991)
(X) 52.247-48 F.O.B. Destination--Evidence of Shipment (JUL 1995)
(X) 52.247-54 Diversion of Shipment Under F.O.B. Destination Contracts (MAR 1989)
F.2 - 352.215-9011 PLACE OF PERFORMANCE (OCT 1993) - Alternate I (OCT 1993)
Unless the written approval of the Contracting Officer is obtained in
advance, the work herein shall not be performed at any facility, other than the
following locations, or at the site of the Sponsoring Agency:
Secure Computing Corporation Secure Computing Corporation
2675 Long Lake Rd. 839 Elkridge Landing Rd.
Roseville, MN 55113 Linthicum, MD 21090
(End of clause)
F.3 - 352.247-9010 NOTICE: F.O.B. DESTINATION (OCT 1993) - ALTERNATE I (OCT 1993)
All unclassified deliverable shall be shipped F.O.B. Destination.
Supplies shall be shipped F.O.B. destination with the delivery service required
to the consignee's receiving dock. The contractor shall prepay transportation
charges to destination and submit the original signed copy of the carrier's
receipt attached to the invoice for payment. After inspection and acceptance by
the Government, the contractor will be reimbursed for the actual transportation
costs as a separate item.
(End of clause)
F.4 - 352.247-9030 SHIPPING INSTRUCTIONS - SAB 4 (OCT 1993) - ALTERNATE
I (OCT 1993)
Supplies shall be shipped to the following: Transportation Officer
9705 Samford Road, Suite 6734
Support Activities Building #4, Door #3, 4 or 5
Fort George G. Meade, MD 20755-6000
M/F: William Wesley, X31
REF: MDA904-93-C-C034
Technical Data shall be shipped to: Director, National Security Agency
Chief, Central Security Service
Attn: (See Block 14 of DD 1423)
9800 Savage Road
Fort George G. Meade, MD 20755-6000
REF: MDA904-93-C034
NOTE: Schedule shipments to arrive at destination from 7:00 AM to 12:00 Noon Monday through Friday, excluding Federal
holidays. Shipments will not be accepted on Saturday or Sunday.
(End of clause)
F.5 - 352.212-9004 PERIOD OF PERFORMANCE (APR 1989) - ALTERNATE I (APR 1989)
This contract shall extend from Date of Contract Award to 30 September 1997, (58 Months ADAD) unless performance is sooner
terminated under the terms of the contract.
(End of clause)
F.6 - DELIVERIES
The contractor shall meet the deliveries as set out in the attached "SNS Development Contract Delivery Schedule", dated 11
June 1996 (Section C.4).
SECTION G - CONTRACT ADMINISTRATION DATA
G.1 - 352.229-9000 NOTICE OF TAXATION (SEP 1994)
The Contractor shall provide the Contracting Officer with written
notice of any proposed tax assessments, exemptions, exclusions or refunds which
could increase or decrease costs or liabilities to the contractor and/or the
Government. The notice shall be submitted in sufficient time to provide the
Government a meaningful opportunity to assert its immunity, participate in
negotiations or litigation with the taxing authority concerning the
applicability of the tax, and/or adjust the parties' liability for costs
according to the increase or decrease in tax.
(End of clause)
G.2 - 352.229-9001 CONTRACTOR LIABILITY FOR STATE AND LOCAL TAXES (SEP 1994)
Generally, the contractor is liable for payment of state or local taxes
on this contract to the same extent that it would be liable for such taxes on a
contract with a non-governmental entity. Although it may be useful for the
contractor to inform the taxing authorities that the Maryland Procurement Office
(MPO) is a federal government agency, this fact alone does not in and of itself
create a tax exemption for the contractor. While some transactions undertaken by
the contractor pursuant to this contract may be exempt from a state or local
tax, it is the contractor's responsibility to identify such exemption under the
applicable statute, and to resolve the applicability of such with state or local
taxing authorities.
(End of clause)
G.3 - ACCOUNTING AND APPROPRIATION DATA is revised to read as follows:
ACR: AA
972/30400.4500 524351 999-3100 S18119 04539004 S0000 V5 XXX XXX
OBLIGATED FOR COST $347,000.00
ACR: AB
973/40400.4500 534351 999-3100 S18119 04539004 S0000 V5 XXX XXX
FROM BY TO
OBLIGATED FOR COST $5,708,592.00 $227,684.00 $5,936,276.00
OBLIGATED FOR FIXED FEE: $19,268.00 $19,268.00
TOTAL OBLIGATION: $5,727,860.00 $227,684.00 55,955,544.00
ACR: AC
974/50400.4500 544351 999-2500 S18119 04100200 IV 0000 V5 106B
FROM BY TO
OBLIGATED COST $9,242,479.00 $445,220.00 $9,687,699.00
OBLIGATED FOR FIXED FEE: $1,356,482.00 $1,356,482.00
TOTAL OBLIGATION $10,598,961.00 $445,220.00 $11,044,181.00
ACR: AD
975/60400.4500 554E51 999-2500 S18119 04100200 IX 0000 V5 106B
FROM BY TO
OBLIGATED FOR COST: $9,711,420.00 $2,413,927.00 $12,125,347.00
OBLIGATED FOR FIXED FEE: $451,868.00 $451,868.00
TOTAL OBLIGATION $10,163,288.00 $2,413,927.00 $12,577,215.00
ACR: AE
976/70400.4500 564E51 999-3100 S 18119 03200107 IX 0000 X3 106B
OBLIGATED FOR COST: $6,178,734.00
ACR: AF
976/70400.1145 C64X02 XXX-2550 S18119 P6532000 WH 0000 WH XXXX
FROM BY TO
OBLIGATED FOR COST $2,283,742.00 $1,658,256.00 $3,941,998.00
OBLIGATED FOR FIXED FEE $576,258.00 $576,258.00
TOTAL OBLIGATION: $2,860,000.00 $1,658,256.00 $4,518,256.00
ACR: AG
975/60400.4500 554E51 999-3100 S18119 02200502 IX 0000 X3 I01A
OBLIGATED FOR COST $279,149.00
ACR: AH
976/70400.42;00 564ESI 999-3100 SI8119 02200403 IX 0000 X3 I10A
OBLIGATED FOR COST $36,815.00
ACR: AI
976170400.4500 564E51 999-3100 SI8119 03200107 IX 0000 X3 I20B
OBLIGATED THIS ACTION FOR COST: $1,814,634.00
OBLIGATED THIS ACTION FOR FIXED FEE: $528,110.00
TOTAL OBLIGATION THIS ACTION : $2,342,744.00
G.4 - 352.232-9008 INCREMENTAL FUNDING - AWARD (OCT 1993)
a) This contract is subject to incremental funding. The total CPFF
amount negotiated and agreed to is $50,159,124.00. Notwithstanding the total
amount negotiated and agreed to, funds in the amount of only $43,279,638.00 are
currently obligated for this action. Therefore, the contractor shall not incur
costs in excess of $40,347,652.00. The contractor shall not be paid a fixed fee
in excess of $2,931,986.00 until the contract is modified to obligate additional
funds. Notwithstanding any other provision of this contract, the Government
shall not be liable to reimburse the contractor for costs and fee in excess of
the sum obligated on this contract.
b) In accordance with the Limitation of Funds Clause, the contractor
shall notify the Contracting Officer in writing whenever it has reason to
believe that the costs it expects to incur under this contract in the next 60
days, when added to all costs previously incurred, will exceed 75 percent of the
amount currently obligated on the contract. The contractor's notice shall
include an estimate of funds required to continue performance.
c) It is expected that the current funding increment obligated by this
action shall allow the contractor to perform the required work through 30
SEPTEMBER 1996. In accordance with the Limitation of Funds clause of the
contract, 60 days before the end of the period specified above, the Contractor
shall notify the Contracting Officer in writing of the estimated amount of
additional funds, if any, required to continue performance for any further
period specified (or otherwise agreed upon), and when the funds will be
required.
d) If, after notification by the contractor pursuant to the Limitations
of Funds clause, additional funds are required to be obligated for a further
period, this clause will be modified accordingly.
(End of clause)
G.5 - 352.242-9001 CONTRACTING OFFICER'S REPRESENTATIVE (OCT 1993)
(a) The Contracting Officer may appoint one or more Government
employees as Contracting Officer's Representatives (COR) for technical purposes
applicable to this contract. "Technical" is restricted to scientific,
engineering, or field-of-discipline manners directly applicable to the work
performed by the Contractor under the requirements of this contract.
(b) The appointment(s) will be in writing, signed by the Contracting
Officer, and will set forth the authority granted to and the limitations on the
COR. Two copies of the letter of appointment will be provided to the Contractor
who shall acknowledge receipt of the appointment by immediately signing and
returning one copy of the letter. Such signing shall represent the Contractor's
acknowledgment of the limited authority of the COR.
(c) Appointments may be changed or revoked by the Contracting Officer.
The Contracting Officer will notify the Contractor, in writing, of any such
changes or revocations.
(End of clause)
G.6 - 352.242-9003 NOTICE - CONTRACT ADMINISTRATION FUNCTIONS (OCT 1993)
(a) The Procuring Contracting Officer (PCO) will retain all
administration functions under this contract except for those assigned to the
cognizant Defense Contract Management Command (DCMC) component, in accordance
with Part 42 of the FAR, Part 242 of the DoD FAR Supplement and the PCO's letter
dated 24 June 1996.
(b) The contractor's 5-position CAGE Code is OHDC7.
(c) The following administration functions are hereby delegated to the
cognizant DCMC component (see FAR/DFARS references below):
(1) 42.302(a)(1). Review the contractor's compensation
structure.
(2) 42.302(a)(2). Review the contractor's insurance plans.
(3) 42.302(a)(5). Negotiate forward pricing rate agreements (see
FAR 15.809).
(4) 42.302(a)(9). Establish final indirect cost rates and
billing rates for those contractors meeting the criteria for
contracting officer determination in FAR Subpart 42.7.
(5) 42.302(a)(11). In connection with Cost Accounting Standards
(see FAR Part 30) - (i) Determine the accuracy of the
contractor's disclosure statements; (ii) Determine whether
disclosure statements are in compliance with Cost Accounting
Standards and FAR Part 31; (iii) Determine the contractor's
compliance with Cost Accounting Standards and disclosure
statements, if applicable;
and
(iv) Negotiate price adjustments and execute
supplemental agreements under the Cost Accounting
Standards clause at FAR 52.230-3,52.230-4, and
52.230-5. Note: the ACO will negotiate the amount
of the adjustment, but the MPO CO will issue the
modification to the contract.
(6) 42.302(a)(16). Monitor the contractor's financial condition
and advise the contracting officer when it jeopardizes
contract performance
(7) 42.302(a)(19). Ensure processing and execution of duty-free
certificates.
(8) 42.302(a)(25). Process and execute novation and change of
name agreements under FAR Subpart 42.12.
(9) 42.302(a)(26). Perform property administration and plant
clearance (see FAR Part 45).
(10) 42.302(a)(33). Advise and assist contractors regarding their
priorities and allocations responsibilities and assist
contracting offices in processing requests for special
assistance and for priority ratings for privately owned
capital equipment.
(11) 42.302(a)(34). Monitor contractor industrial relations
matters under the contract; apprise the contracting officer
of actual or potential labor disputes; and coordinate the
removal of urgently required material from the strikebound
contractor's plant upon instruction from, and authorization
of, the contracting officer.
(12) 42.302(a)(36). Review the adequacy of the contractor's
traffic operations.
(13) 42.302(a)(37). Review and evaluate preservation, packaging,
and packing.
(14) 42.302(a)(42). Review and evaluate for technical adequacy
the contractor's logistics support, maintenance, and
modification programs.
(15) 42.302(a)(48). Evaluate and monitor the contractor's
procedures for complying with procedures regarding
restrictive markings on data.
(16) 42.302(a)(49). Monitor the contractor's value engineering
program.
(17) 42.302(a)(50). Review, approve or disapprove, and maintain
surveillance of the contractor's purchasing system (see FAR
Part 44).
(18) 42.302(a)(52). Review, evaluate, and approve plant or
division-wide small and small disadvantaged business master
subcontracting plans.
(19) 42.302(a)(53). Obtain the contractor's currently approved
company or division-wide plans for small business and small
disadvantaged business subcontracting for its commercial
products, or, if there is no currently approved plan, assist
the contracting officer in evaluating the plans for those
products.
(20) 42.302(a)(54). Assist the contracting officer, upon request,
in evaluating an offeror's proposed small business and small
disadvantaged business subcontracting plans, including
documentation of compliance with similar plans under prior
contracts.
(21) 42.302(a)(55). By periodic surveillance, ensure the
contractor's compliance with small business and small
disadvantaged business subcontracting plans and any labor
surplus area contractual requirements; maintain
documentation of the contractor's performance under and
compliance with these plans and requirements; and provide
advice and assistance to the firms involved as appropriate.
(22) 42.302(a)(58). Ensure timely submission of required reports.
(23) 42.302(a)(66). Determine that the contractor has a drug-free
workplace program and drug-free awareness program (see FAR
Subpart 23.5).
(24) 242.302(a)(4). Also review and evaluate: a) A Contractor
estimating systems (see FAR 15.811); and b) Contractor
material management and accounting systems under DFARS
Subpart 242.72.
(25) 242.302(a)(8). Monitor the contractor's costs under DFARS
Subpart 242.70.
(26) 242.302(a)(9). For additional contract administration
functions related to IR&D/B&P projects performed by major
contractors, see 242.771-3(a).
(d) The following contract administration functions (marked (X) when
applicable) are hereby delegated to the cognizant DCMC component (see FAR/DFARS
references below):
( ) (1) 42.302(a)(3). Conduct post-award orientation conferences.
( ) (2) 42.302(a)(4). Review and evaluate contractors' proposals under FAR Subpart 25.8 and, when
negotiation will be accomplished by the contracting officer, furnish comments and recommendations to that
officer.
( ) (3) 42.302(a)(6). Negotiate advance agreements applicable to treatment of costs under contracts
currently assigned for administration (see FAR Subpart 31.109)
( ) (4) 42.302(a)(12). Review and approve or disapprove the contractor's requests for payments under the
progress payments clause.
(X) (5) 42.302(a)(13). Make payments on assigned contracts when prescribed in agency acquisition regulations
(see FAR Subpart 42.205).
( ) (6) 42.302(a)(15). Ensure timely notification by the contractor of any anticipated overrun or underrun of the
estimated cost under cost-reimbursement contracts.
( ) (7) 42.302(a)(17). Analyze quarterly limitation on payments statements and recover overpayments from the
contractor. Note: use with 42.302(a)(12) above.
( ) (8) 42.302(a)(20). For classified contracts, administer those portions of the applicable industrial security
program designated as ACO responsibilities (see FAR Subpart 4.4).
( ) (9) 42.302(a)(28). Perform necessary screening, redistribution, and disposal of contractor inventory.
( ) (10) 42.302(a)(29). Issue contract modifications requiring the contractor to provide packing, crating, and
handling services on excess Government property. When the ACO determines it to be in the Government's
interests, the services may be secured from a contractor other than the contractor in possession of the
property.
( ) (11) 42.302(a)(31). Perform production support, surveillance, and status reporting, including timely reporting
of potential and actual slippages in contract delivery schedules.
( ) (12) 42.302(a)(32). Perform pre-award surveys (see FAR Subpart 9.1).
(X) (13) 42.302(a)(38). Ensure contractor compliance with contractual quality assurance requirements (see FAR Pan
46).
( ) (14) 42.302(a)(39). Ensure contractor compliance with contractual safety requirements. Note: see DFARS 223.370
for safety requirements on contracts for ammunition and explosives.
( ) (15) 42.302(a)(40). Perform engineering surveillance to assess compliance with contractual terms for schedule,
cost, and technical performance in the areas of design, development, and production.
( ) (16) 42.302(a)(41). Evaluate for adequacy and perform surveillance of contractor efforts and management
systems that relate to design, development, production, engineering changes, subcontractors, tests,
management of engineering resources, reliability and maintainability, data control systems, configuration
management, and independent research and development.
( ) (17) 42.302(a)(43). Report to the contracting office any inadequacies noted in specifications.
( ) (18) 42.302(a)(44). Perform engineering analyses of contractor cost proposals.
( ) (19) 42.302(a)(45). Review and analyze contractor proposed engineering and design studies and submit comments
and recommendations to the contracting office, as required.
( ) (20) 42.302(a)(46). Review engineering change proposals for proper classification, and when required, for
need, technical adequacy of design, productibility, and impact on quality, reliability, schedule, and
cost; submit comments to the contracting office.
( ) (21) 42.302(a)(47). Assist in evaluating and make recommendations for acceptance or rejection of waivers and
deviations.
( ) (22) 42.302(a)(51). Consent to the placement of subcontracts.
( ) (23) 42.302(a)(57). Assign and perform supporting contract administration
( ) (24) 42.302(a)(59). Issue administrative changes, correcting errors or omissions in typing, contractor
address, facility or activity code, remittance address, computations which do not require additional
contract funds, and other such changes (see FAR Subpart 43.101).
( ) (25) 42.302(a)(60). Cause release of shipments from contractor's plants according to the shipping
instructions. When applicable, the order of assigned priority shall be followed; shipments within the
same priority shall be determined by date of the instructions.
( ) (26) 42.302(a)(61). Obtain contractor proposals for any contract price adjustments resulting from amended
shipping instructions. ACO's shall review all amended shipping instructions on a periodic, consolidated
basis to assure that adjustments are timely made. Except when the ACO has settlement authority, the ACO
shall forward the proposal to the contracting officer for contract modification. The ACO shall not delay
shipments pending completion and formalization of negotiations of revised shipping instructions.
(X) (27) 42.302(a)(65). Accomplish administrative closeout procedures (see FAR Subpart 4.804-5).
( ) (28) 242.302(a)(19). Also negotiate and issue contract modifications reducing contract prices in connection
with the provisions of paragraph (b) of the clause at FAR 52.225-10, Duty-Free Entry, and paragraph (c)
of the clause at 252.225-7009, Duty-Free Entry--Qualifying Country End Products and Supplies.
( ) (29) 242.302(a)(33). Also perform industrial readiness and mobilization production planning field surveys and
negotiate schedules
( ) (30) 242.302(a)(41). In contracts with cost schedule control systems requirements
(see DFARS Subpart 234.005-70:
(A) Perform postaward surveillance of contractor
progress in demonstrating that its cost
schedule control systems meet the cost
schedule control systems criteria;
(B) Provide assistance in the review and
acceptance of the contractor's cost
schedule and control systems; and
(C) After acceptance of the systems, perform
surveillance to monitor their continuing
acceptable operation.
(END OF CLAUSE)
G.7 - 352.216-9004 INVOICING AND PAYMENT (OCT 1993)
Invoices shall be submitted to:
CONTRACTS - ACCOUNTS PAYABLE
Finance and Accounting Office
P.O. Box 400 (MDA904-93-C-C034)
Fort George G. Meade, MD 20755-6000
Through: Maryland Procurement Office
Ann: X31 Bill Wesley
REF: (MDA904-93-C-C034)
9800 Savage Road, FANX III
Fort George G. Meade, MD 20755-6000
Copy to: Maryland Procurement Office
Attn: N141 Edward Schwartz
REF: (MDA904-93-C-C034)
9800 Savage Road, FANX III
Fort George G. Meade, MD 20755-6000
(End of clause)
SECTION H - SPECIAL CONTRACT REQUIREMENTS
H.1 - 352.204-9011 DISCLOSURE OF INFORMATION - CONTRACT (SEP 1994)
(a) The provisions set forth in DFARS 252.204-7000 and paragraph (b)
below shall not be construed to preclude the contractor using information,
techniques, processes, methods, developments, components, devices, equipments,
systems, past performance assessments, and proprietary data employed in the
conduct of the work under this contract. The information may only be used in
proposal preparation, inclusion in proposals, and contract performance on other
contracts. In so using the information as authorized by this paragraph, the
contractor (i) shall not disclose any information concerning the sponsorship of
this contract, or (ii) the nature of the Government's interest in and
application of the subject matter of this contract.
(b) For disclosures which require specific prior approval by the
Contracting Officer, once authorization to use any specific information has been
approved by the Contracting Officer, the contractor is authorized to reuse such
specific information without obtaining additional authorizations from the
Contracting Officer. The contractor shall maintain a log of the additional uses
and submit a copy of the log to the Contracting Officer when each additional
disclosure is made.
(End of clause)
11.2 352.204-9030 NOTICE: CONTRACT ADMINISTRATION AND CLOSEOUT GUIDANCE (JAN 1993)
The following guidance is provided for your use in administering and
closing out the contract. When the contract is complete, the contractor shall
initiate final accounting and disposition. This shall be done in accordance with
the following instructions. If a portion of the instructions are not applicable
to this contract, then disregard that portion.
(a) Government Furnished Property/Documents
(1) The cognizant property administration office (Defense Contract
Management Command (DCMC) and/or L14) is designated to administer the
maintenance by the contractor of official Government Property Records for all
Government property/documents. See Section G - Contract Administration Data for
the cognizant office for this contract.
(2) The contractor shall sign (1) copy of the shipping or inspection
document acknowledging receipt of property/documents and forward same to the
designated property administrator.
(3) At the end of the contract, the contractor shall submit the
Government Furnished Property/Documents Inventory Schedule, requesting
disposition, to the cognizant office. The cognizant property administration
office shall then obtain the disposition instructions from the contracting
Officer's Representative (COR), and they will forward them to the contractor.
The contractor shall provide the cognizant office with a declaration that all
Government furnished property/documents have been accounted for or expended
(disposition is complete) in the performance of the contract. The cognizant
property administration office will provide the Maryland Procurement Office
(MPO) and the COR with the appropriate releases.
(b) Contractor Acquired Property. At the end of the contract, the
contractor shall submit the Contractor Acquired Property list, requesting
disposition, to the cognizant property administration office. This office will
then obtain the disposition instructions from the COR, and then will forward
them to the contractor. The contractor shall provide the cognizant office with a
declaration that Contractor Acquired Property has been dispositional as
requested. The cognizant property administration office will provide the MPO and
the COR with the appropriate releases.
(c) Plant Clearance. The cognizant property administration office is
automatically delegated plant clearance procedures.
(d) Classified Material/Documents (DD254 on the contract). The
disposition/retention action of classified holding should be initiated pursuant
to paragraphs 5.1 and 5.m of the Industrial Security Manual. The inventory,
shall be submitted to the Director, NSA/CSS, ATTN: _____ (the applicable COR
with office designator), 9800 Savage Road, Ft. George G. Meade, Maryland
20755-6000. After compliance with the COR's disposition instructions, the
contractor shall submit evidence of compliance, certified by the CSSO, to the
MPO (ATTN: N1__ (Contracting Officer's name), Maryland Procurement Office, 9800
Savage Road, Fort George G. Meade, MD 20755-6000), with a courtesy copy to M52
and the COR.
(e) Report of Inventions and Subcontracts (Form DD882). Pursuant to the
Patent Rights Clause of this contract, the contractor shall submit the DD Form
882 to the Director, NSA/CSS, ATTN:________________ (the applicable COR with
office designator), 9800 Savage Road, Ft. George G. Meade, Maryland 20755-600,
with a courtesy copy to the MPO (ATTN: Nl__ (Contracting Officer's name),
Maryland Procurement Office, 9800 Savage Road, Fort George G. Meade, MD
20755-6000).
(f) Final Payment
(1) For contracts requiring final DCAA audit, the contractor
shall submit the final voucher with release and assignment documentation to the
cognizant Defense Contract Audit Agency (DCAA) office for processing in
accordance with FAR 4.804 (within 180 days).
(2) For all contracts not requiring final DCAA audit, the
contractor shall submit the final invoice, DD250, to the COR for processing.
(g) Contract Data Requirements List (CDRL) - DD Form 1423. If not
previously provided to the COR, the contractor shall provide the COR with status
of the documentation for final resolution. This shall be submitted to the
Director, NSA/CSS, ATTN: __________________________ (the applicable COR with the
office designator), 9800 Savage Road, Ft. George G. Meade, Maryland 20755-6000,
with a courtesy copy to the MPO (ATTN: Nl___ (Contracting Officer's name),
Maryland Procurement Office, 9800 Savage Road, Fort George G.
Meade, MD 20755-6000)
(h) Quick Closeout.
(1) The contractor shall review the contract for applicability
of the Quick Close Out Procedures, in accordance with the FAR 42.708, and
determine if this method applies. If applicable, the contractor may request, in
writing, Quick Close Out authorization from the CO.
(2) The MPO will authorize Quick Closeout Procedures, if
applicable. The Contractor shall then submit a copy of the letter, the final
voucher, etc., directly to the cognizant DCAA office (see Section G).
(End of notice)
H.3 352.215-9000 NOTICE: INCORPORATION OF SECTION K BY REFERENCE (OCT 1993)
In accordance with FAR 15.406-1(b), Part IV of the Uniform Contract
Format shall not be physically included in the contract, but Section K,
Representations, Certifications, and Other Statements of Offerors (as completed
by the Contractor) shall be deemed incorporated by reference in the contract.
(End of clause)
H.4 352.244-9001 NOTICE: SUBCONTRACTING WITH CANADIAN CONTRACTORS (OCT 1993)
Provided the sponsoring Government Activity is not disclosed, the
offeror is not prohibited from subcontracting with Canadian Contractors, unless
the work to be performed under any resulting contract is classified in nature.
Federal Acquisition Regulation (FAR), Part 44, Subcontracting Policies
and Procedures, particularly Subpart 44.2 - Consent to Subcontract, applies.
In addition to those clauses which the prime contractor is normally
required to insert in subcontracts, the following must be included, as required.
FAR 52.225-11 Restrictions on Certain Foreign Purchases (APR 91)
DFARS 252.225-7026 Reporting of Overseas Subcontracts (DEC 1991)
(End of Notice)
H.5 - 352.204-9020 CONTRACTOR PERSONNEL CLEARANCES - CONTRACT (OCT 1993)
(a) It shall be the responsibility of the contractor to
optimize the use of currently cleared personnel in completing the requirements
of this contract. In the event that the contractor requires additional personnel
clearances, any delays incurred in the contract progress and/or schedule as a
result of the time required to clear such personnel shall be the contractor's
responsibility. Under no circumstances shall the Government recognize a claim
for an equitable adjustment in the contract price and/or schedule as a result of
any delay due to the failure to have properly cleared personnel.
(b) It is understood that the contractor will provide
personnel as suitable replacements on a best efforts basis.
(End of clause)
H.6 - 352.243-9000 NOTICE: UNAUTHORIZED CHANGE ORDERS (APR 1989)
The Contracting Officer (CO) may appoint a Contracting Officer's
Representative, Inspector, or other technical representative. No order,
statement or conduct of any such person shall constitute a change under the
"Changes" clause of this contract or entitle the Contractor to an equitable
adjustment of the contract price or delivery schedule under that or any other
clause. No appointee of the CO is acting within the limits of his/her authority
when he/she attempts to change the contract. The contract shall not be changed
except by issuance of a written change order signed by the CO. No representative
of the CO shall be authorized to issue a written change order under the
"Changes" clause of this contract.
(End of clause)
H.7 - 52.212-9010 NOTICE: SPECIAL PROVISION FOR LATE DELIVERY (OCT 1993)
If the Contractor fails to make delivery of the items called for herein
on or before the contractual delivery date without proof of an excusable delay
as defined in the Default provision of this contract, and the Government does
not elect to terminate performance in accordance with the termination provisions
of this contract, then the parties shall promptly and in good faith negotiate an
extended delivery schedule in exchange for adequate consideration from the
Contractor. Should the parties fail to reach agreement on such a modification,
the Contracting Officer may unilaterally determine what constitutes a reasonable
delivery schedule and the consideration therefore. Failure to agree to such
schedule and consideration shall be a dispute concerning a question of fact
within the meaning of the clause of this contract entitled "Disputes". The
rights and remedies set forth in this clause shall not be exclusive and are in
addition to any other rights and remedies provided by law or under this
contract. The primary purpose of this clause is to clarify existing terms of the
contract.
(End of clause)
H.8 - 52.290-9003 TESTING OF ELECTRONIC EQUIPMENT (OCT 1993)
Research, development, test and evaluation by the contractor of
electronic equipment or systems which have the capability to acquire the
contents of communications may be governed by the United States electronic
surveillance laws, including the Foreign Intelligence Surveillance Act of 1978
(FISA), 50 U.S.C. 1801-1810, and Title III of the Omnibus Crime Control and Safe
Streets Act of 1968, 18 U.S.C. 2510-2520. Prior to any testing of electronic
equipment conducted pursuant to this contract which may acquire nonpublic
communications, the contractor shall certify to the Government that all such
testing is to be conducted in accordance with United States law, including
specifically the provisions of 50 U.S.C. 1805(f)(1).
(End of clause)
H.9 - 352.227-9001 SOFTWARE CERTIFICATION (OCT 1993)
The Contractor certifies that, to the best of its knowledge and belief,
software provided under this contract does not contain any malicious code,
program, or other internal component (e.g., computer virus) which could damage,
destroy, or alter software, firmware, or hardware or which could reveal any data
or other information accessed through or processed by the software. Further, the
Contractor shall immediately inform the Contracting Officer upon reasonable
suspicion that any software provided hereunder may cause the harm described
above.
(End of clause)
H.10 - 352.227-9003 COMPUTER SOFTWARE LICENSE AGREEMENT (OCT 1993)
A software license agreement provided by the contractor has been
incorporated into this Contract/Purchase Order by attachment. The license
agreement is incorporated subject to the following conditions and limitations
(a) The government shall not provide reports to the contractor
regarding use or location of the software.
(b) Only provisions directly pertaining to rights in software (i.e.,
rights to use, duplicate, release or disclose) shall be incorporated. Provisions
not directly pertaining to rights in software including, but not limited to,
pricing, delivery, assignments, rights in data, warranty, remedies,
indemnification, hold harmless, attorney fees, and limitation of liability, will
be unenforceable.
(c) In the event of a conflict between the terms of the agreement and
mandatory provisions of Federal law or regulation, the latter shall prevail.
(End of clause)
H.11 - 52.245-9001 GOVERNMENT FURNISHED PROPERTY (APR 1989)
(a) The Government shall deliver to the Contractor, F.O.B. carrier's
equipment, wharf, or freight station Roseville, MN, where the work will be
performed, the following property to be used for this requirement:
To be delivered to
Description Qty Value Contractor
- - Cryptologic Module 2 $3,000 4 months ADAD
- - Data developed under LOCK contract lot $1,000 upon award
MDA904-87-C-6011
- - CNAEWARE Encryption Device 4 $6,000 3 months ADAD
- - NES Encryption Device 3 $75,000 18 months ADAD
- - Security Applique 4 $39,000 6 months ADAD
- - MMDF Software set n/a upon award
- - Security Applique Software set n/a 23 months ADAD
- - Secureware CMW, 80386, base Ver 2.2 1 $15,000 12 months ADAD
- - Security Applique - interface specification 1 $ 50 14 months ADAD
- - C1 Library code for production FORTEZZA 1 n/a 1 July 1996
Cards
- - Armormail Add-on for Microsoft Mail, PCMax, 1 n/a 1 August 1996
E-Mail
- - FFC CAW Software 1 n/a 1 October 1996
- - ESL X.400 Mail User Agent for Microsoft 2 n/a 1 August 1996
- - MS Exchange Client for PC (X.400 DMS MUA) 3 $2,000 1 August 1996
- - MS Exchange Server for PC (X.400 DMS MTA) 3 $2,000 1 August 1996
- - CAW Fortezza Card for FFC (Test) 1 $200 1 October 1996
SBU Universal
- - CAW FORTEZZA Card for FFC (Test) 1 $200 1 October 1996
Secret Universal
- - Production FORTEZZA Cards 30 $200 1 July 1996
(b) The contractor shall inspect the property within thirty (30) days
of its receipt. Damaged or defective property will be promptly reported to the
Contracting Officer after having a confirming inspection thereof made by the
Government Representative. The Contractor will also request a confirming
inspection by the carrier's representative where he considers the damage to be
attributable in some degree to the carrier.
(c) A representative of the Contracting Officer may be present to
inspect the condition of the property prior to packaging thereof for return to
the Government. The contractor will notify the designated property administrator
prior to the packaging of the property for return so that personnel may be
assigned for these examinations.
(d) In fulfillment of the requirements of the contract clause entitled
"Government Property", reporting of Government Property inventory shall be
submitted in accordance with FAR 45.508.
(e) All inquiries with regard to the above property should be directed
to the designated property administrator.
(End of clause)
H.12 - 352.245-9003 DESIGNATION OF PROPERTY ADMINISTRATOR- RECORDS OF GOVERNMENT PROPERTY (OCT 1993)
(a) The cognizant Defense Contract Management Command (DCMC) component
is designated to administer the maintenance by the contractor of official
Government Property Records for all Government property.
(b) The contractor will sign one (1) copy of the shipping or inspection
document acknowledging receipt of proper and forward same to the designated
property administrator.
(End of clause)
H.13 - TECHNICAL ASSISTANCE CONTRACTOR
The Government shall use a technical assistant contractor for the
Secure Network Server Development Program. The technical assistant contractor
personnel shall have access to the contractor's proprietary data, act as
advisors during the production of the SNS, participate throughout this effort,
and shall be provided full access to project data by the SNS Contractor.
Pursuant to FAR 9.505-4(a) a contractor that gains access to proprietary
information of other companies in performing advisory services for the
Government must agree with the other companies to (1) protect their information
from unauthorized use or disclosure for as long as it remains proprietary and
(2) refrain from using the information for any purpose other than that for which
it was furnished. It is the responsibility of the SNS contractor to have a
signed Confidentiality Agreements with technical assistant contractor and a copy
be sent to the Contracting Officer for his concurrence.
(End of Clause)
H.14 - SUBCONTRACTS
The Contractor shall not enter into any subcontract in excess of
$25,000.00 that requires a Statement of Work without obtaining, in advance, the
written approval of the Contracting Officer and subject to the conditions that
the contracting of officer may prescribe.
H.15 - 352.204-9027 CONTROL OF COMMUNICATIONS SECURITY (COMSEC) MATERIAL (OCT 1993)
The accountable COMSEC material produced under the contract, or
provided as Government Furnished Property, will be distributed through COMSEC
distribution channels. The contractor shall establish a COMSEC account, nominate
a custodian and alternate custodian, and control the material in accordance with
procedures specified in the "COMSEC Supplement to the Industrial Security Manual
for Safeguarding Information" dated April 1975. Existing COMSEC accounts
established as a result of previous or other contracts may be used.
(End of clause)
H.16 - 352.204-9026 ACCESS TO COMSEC INFORMATION (OCT 1993)
To have access to classified U.S. Government COMSEC information
throughout the term of any resultant contract, the contractor shall, in the
event it becomes foreign owned, controlled, or influenced (FOCI), negate its
FOCI in accordance with Maryland Procurement Office (MPO) policy. Majority
foreign ownership or single largest shareholder foreign ownership shall be
required to be negated through a voting trust or proxy agreement acceptable to
the MPO. Since certain aspects of the MPO FOCI policy are more restrictive than
the Defense Investigative Service (DIS) policy, compliance with the latter will
not necessarily suffice for purposes of determining access to COMSEC information
under this contract.
(End of Clause)
H.17 - PROPRIETARY INFORMATION
Proprietary parts, process, or data shall not be used in the Secret
Network Server Development program, unless the contractor can demonstrate that
these parts, processes or data will be available for future production contracts
from other sources, as well as from the contractor to whom the item is
considered proprietary.
H.18 - CONFLICT
Should any conflict arise or exist between the Government's
requirements, as defined by this contract, the attached specifications and
drawings, and the contractor's proposal, the Government's documentation and its
interpretation thereof shall take precedence and thus serve as the basis for
resolution. The contractor, upon determination that conflicting requirements
exist, shall immediately identify them to the Contracting Officer.
H.l9 - UNIX Operating System V Version 4.2
The Government will award a Purchase Order for UNIX Operating System
Version 4.2. The Government will notify the contractor of the Purchase
Order/Contract Number verbally within 10 working days of award with written
verification to follow a minimum of 15 days prior to delivery.
H.20 - FINANCIAL INFORMATION
a) SCC shall continue to submit to the Government and the Cognizant
DCAA Auditor information concerning the improvement of their financial position
to include the following:
1) Detailed and documented Proforma adjusted statement
of operations and balance sheet including milestones
dates, details and expected results of stock
offering.
2) Budget (forecast) of statements of operations and
3) Additional information/documentation that will
provide visibility into the financial capability of
SCC.
b) SCC shall also submit subsequent SEMI-ANNUALLY status reports to
include the following:
1) Semi-Annually Statement of Operations and Balance
Sheet.
2) Narrative Analysis of SCC is doing in comparison to
initial plan or the most current plan, whichever is
applicable.
3) Analysis of budget verse actual with an explanation
of any variances and subsequent corrective action
applicable to those actions and
4) Any information necessary to perform ratio analysis.
c) The semi-annually status reports shall be submitted until the
contracting Officer notifies the contractor in writing that they are no longer
necessary. In no other event shall the semi-annually status reports be submitted
past completion date of this contract.
H.21 - DATA RIGHTS
The following software (object code only) shall be delivered with
restrictive rights as set forth in DFARS 252.227-7013 (a)(17):
Spider TCP/IP for SEB
POSIX test suite (IBM PCTS)
Benchmark CINT 92; CPF 92; SPEC REL 1, and SPEC SDM I
Common LISP
IBMOS2
Daniel M. Lawerence and Micro Emacs
LOCKin-consisting of modified UNIX system V Ver 1.0,
3.0, and 4.0 Rockwell CMC-130 Board Firmware Power PC
Firmware mpack I.4
The following software shall be delivered in the form of PROM or EPROM
(embedded software or downloaded firmware) with restrictive rights as set forth
in DFARS 252.227-7013 (a)(17)
PSOS
x.25 on SEB Board
all embedded software on peripheral card used in the
SNS platform MS DOS diskette rountines Motorola 332
(and 147) firmware SBE VLAN board firmware
The following are 3rd party software available without a cost but
subject to copyrights and other restrictions for software programs and source
code which shall be delivered pursuant to their respective license agreement
which has been incorporated into the contract under Section H.10
SNMP
GNU C - complier gcc and supporting libraries, Ver
2., June 1991 sscanf.c software Berkley INIX software
regexp software
Pesudo-random number algorithm (ACM)
The following software will be delivered as "Commercial Computer
Software" as defined in subparagraph (c)(l)(ii) of DFARS 252.227-7013
Netware 4.X software license
Microsoft Mail Ver 3.2 for PC Networks for server
software and ten workstations Microsoft Mail for PC
Networks gateway for SMPT Ver 1.0 unlimited AT&T
Gateway Access Compents Microsoft Mail for PC
Networks gateway for SMPT Ver 1.0 unlimited AT&T
Gateway Access cc: Mail, Inc.
Microsoft Mouse Ver 9.0
Lantronix software F3-01-3.1
Adaptec ASW-1400 ASPI Manager Software and Adapter
EZ-SCSI 3 COM etherdisk Ver 3.4 Windows DOS pSOS,
pHILE, pPRIM, pPROB Retix X.400 BSD UNIX X.400 ISODE
C Library Attzache and Attache + TCP/IP Vermont Views
Menu System
H.22 - Contractor Participation in Contractor Performance Evaluation Assessments
This contract will be subject to periodic Contractor Performance
Evaluation Assessments. In accordance with FAR 42.1502, the Maryland Procurement
Office maintains a database on Contractor past performance applicable to all
contracts over $1,000,000. Information on the performance of this contract will
be maintained in the database and updated on a yearly basis (if contract period
of performance exceeds one year) and at the completion of the contract. The
Contractor's participation in this process, in terms of review of the Contractor
Performance Evaluation Assessment form, shall not cause an increase in the
estimated cost/price of this contract.
H.23 - 352.217-9002 OPTION TO EXTEND THE TERM OF THE CONTRACT (OCT 1993)ALTERNATE I (OCT 1993)
The Government may unilaterally extend the term of this contract by
written notice to the Contractor by exercise dates below, for each respective
option in accordance with the Statement of Work delineated in Section C of this
contract, at the prices stated below. If the Government elects to exercise the
option the Contracting Officer will execute a unilateral modification to the
contract, provided that the Contracting Officer will have given preliminary
notice, in writing, to the Contractor, of the Government's intent to renew by 1
October 1996. Such preliminary notice will not be deemed to commit the
Government to renewals. If the Government exercises this right to renew, the
contract, as renewed shall be deemed to include this option clause. The total
duration of this contract, including the exercise of any option to renew under
this clause, shall not exceed 30 September 1997.
OPTION KEY FUNCTION EXERSIE DATE
------ ------------ ------------
1 SMTP FFC 30 October 1996
2 X.500 Proxy, SMTP FFC 30 October 1996
3 X.500 DSA & Additional Filtering, SMTP FFC 30 October 1996
4 MSP 4.0 and Version 3 CertifivatesX.500, DSA & 30 October 1996
Additional Filtering, SMTP FFC
OPTION 1 OPTION 2 OPTION 3 OPTION 4
-------- -------- -------- --------
Estimated Cost $485,186.00 $2,264,012.00 $3,260,862.00 $3,889,757.00
Fixed Fee $33,637.00 $157,090.00 $226,322.00 $269,922.00
Total CPFF $518,823.00 $2,421,102.00 $3,487,184.00 $4,159,679.00
PART 11 - CONTRACT CLAUSES FOR COST REIMBURSEMENT R & D
SECTION I - CONTRACT CLAUSES
I.1 REFERENCED CLAUSES. The following contract clause(s) pertinent to this section is/are hereby incorporated by reference:
CLAUSE NO. TITLE FAR CLAUSES
52.202-1 Definitions (OCT 1995)
52.203-3 Gratuities (APR 1984)
52.203-5 Covenant Against Contingent Fees (APR 1984)
52.203-7 Anti-Kickback Procedures (JUL 1995)
52.203- 10 Price or Fee Adjustment for Illegal or Improper Activity (SEP 1990)
52.204-4 Printing/Copying Double-Sided on Recycled Paper (MAY 1995)
52.209-6 Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or
Proposed for Debarment (AUG 1995)
52.211-5 New Material (MAY 1995)
52.211-15 Defense Priority and Allocation Requirements (SEP 1990)
52.215-33 Order of Precedence (JUN 1995)
52.216-7 Allowable Cost and Payment (JUL 1995)
52.219-8 Utilization of Small Business Concerns and Small Disadvantaged Business Concerns (OCT 1995)
52.225-11 Restrictions on Certain Foreign Purchases (MAY 1992)
52.228-6 Insurance - Immunity From Tort Liability (APR 1984)
52.228-7 Insurance - Liability to Third Persons (APR 1984)
52.232-17 Interest (JAN 1991)
52.232-23 Assignment of Claims (JAN 1986)
52.233-3 Protest After Award (OCT 1995) - Alternate I (JUN 1985)
52.242-1 Notice of Intent to Disallow Costs (APR 1984)
52.242-13 Bankruptcy (JUL 1995)
52.243-2 Changes - Cost-Reimbursement (AUG 1987) - Alternate V (APR 1984)
52.244-2 Subcontracts Under Cost-Reimbursement and Letter Contracts (FEB 1995) - Alternate I (JUL 1995)
52.253-1 Computer Generated Forms (JAN 1991)
DFARS CLAUSES
252.203-7001 Special Prohibition on Employment (NOV 1995)
252.204-7003 Control of Government Personnel Work Product (APR 1992)
252.209-7000 Acquisition From Subcontractors Subject to On-Site Inspection Under the Intermediate Range Nuclear
Forces (INF) Treaty (NOV 1995)
252.225-7012 Preference for Certain Domestic Commodities (NOV 1995)
252.225-7016 Restriction on Acquisition of Antifriction Bearings (NOV 1995)
252.223-7004 Drug-Free Work Force (SEP 1988)
252.225-7031 Secondary Arab Boycott of Israel (JUN 1992)
252.231-7000 Supplemental Cost Principles (DEC 1991)
252.232-7006 Reduction or Suspension of Contract Payments Upon Finding of Fraud (AUG 1992)
252.235-7010 Acknowledgment of Support and Disclaimer (MAY 1995)
252.235-7011 Final Scientific or Technical Report (MAY 1995)
252.247-7023 Transportation of Supplies by Sea (NOV 1995
I.2 52.252-1 CLAUSES INCORPORATED BY REFERENCE (JUN 1988)
This contract incorporates one or more clauses by reference, with the
same force and effect as if they were given in full text. Upon request, the
Contracting Officer will make their full text available.
(End of clause)
I.3 REFERENCED CLAUSES - WHEN APPLICABLE. The following clause(s) (marked (X)
when applicable) pertinent to this section is/are hereby incorporated by
reference:
CLAUSE NO. TITLE FAR CLAUSES
(x) 52.203-9 Requirement for Certificate of Procurement Integrity - Modification (SEP 1995)
(x) 52.203-12 Limitations on Payments to Influence Certain Federal Transactions (JAN 1990)
( ) 52.203-13 Procurement Integrity - Service Contracting (SEP 1990)
(x) 52.204-2 Security Requirements (APR 1984)
( ) 52.204-2 Security Requirements (APR 1984) - Alternate I (APR 1984)
( ) 52.207-5 Option to Purchase Equipment (FEB 1995)
( ) 52.208-8 Helium Requirement Forecast and Required Sources for Helium (FEB 1995)
( ) 52.209-1 Qualification Requirements (I~ E13 1995)
(x) 52.211-7 Other Than New Material, Residual Inventory, and Former Government Surplus Property (MAY 1995)
( ) 52.215-2 Audits and Records - Negotiations (OCT 1995)
( ) 52.215-2 Audits and Records - Negotiations (OCT 1995) - Alternate 11 (OCT 1995)
( ) 52.215-2 Audits and Records - Negotiations (OCT 1995) - Alternate 111 (OCT 1995)
( ) 52.215-21 Changes or Additions to Make-Or-Buy Program (APR 1984)
( ) 52.215-21 Changes or Additions to Make-Or-Buy Program (APR 1984) - Alternate 11 (APR 1984)
(x) 52.215-22 Price Reduction for Defective Cost or Pricing Data (OCT 1995)
( ) 52.215-23 Price Reduction for Defective Cost or Pricing Data- Modifications (OCT 1995)
(x) 52.215-24 Subcontractor Cost or Pricing Data (OCT 1995)
( ) 52.215-25 Subcontractor Cost or Pricing Data - Modifications (OCT 1995)
( ) 52.215-26 Integrity of Unit Prices (OCT 1995) - Alternate I (APR 1991)
( ) 52.215-27 Termination of Defined Benefit Pension Plans (SEP 1989)
( ) 52.215-31 Waiver of Facilities Capital Cost of Money (SEP 1987)
( ) 52.215-39 Reversion or Adjustment of Plans for Postretirement Benefits Other Than Pensions (PRB) (FEB 1995)
( ) 52.215-40 Notification of Ownership Changes (FEB 1995)
( ) 52.215-42 Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data - Modifications
(OCT 1995)
( ) 52.215-42 Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data - Modifications
(OCT 1995) - Alternate I (OCT 1995)
( ) 52.215-42 Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data - Modifications
(OCT 1995)- Alternate 11 (OCT 1995)
( ) 52.215-42 Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data - Modifications
(OCT 1995) - Alternate 111 (OCT 1995)
( ) 52.215-42 Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data - Modifications
(OCT 1995) - Alternate IV (OCT 1995)
( ) 52.215-43 Audit- Commercial Items (OCT 1995)
(x) 52.216-8 Fixed Fee (JUL 1995)
( ) 52.216-11 Cost Contract - No Fee (APR 1984)
( ) 52.216-11 Cost Contract - No Fee (APR 1984) - Alternate I (APR 1984)
( ) 52.216-12 Cost Sharing Contract - No Fee (APR 1984)
( ) 52.216-12 Cost Sharing Contract - No Fee (APR 1984) - Alternate I (APR 1984)
( ) 52.216-15 Predetermined Indirect Cost Rates (APR 1984)
( ) 52.216-26 Payments of Allowable Costs Before Definitization (APR 1984)
( ) 52.219-6 Notice of Total Small Business Set-Aside (APR 1984)
( ) 52.219-7 Notice of Partial Small Business Set-Aside (OCT 1995)
( ) 52.219-9 Small, Small Disadvantaged and Women-Owned Small Business Subcontracting Plan (OCT 1995)
( ) 52.219-16 Liquidated Damages - Subcontracting Plan (OCT 1995)
( ) 52.222-1 Notice to the Government of Labor Disputes (APR 1984)
( ) 52.222-3 Convict Labor (APR 1984)
( ) 52.222-4 Contract Work Hours and Safety Standards Act - Overtime Compensation (JUL 1995)
(x) 52.222-20 Walsh-Healey Public Contracts Act (APR 1984)
(x) 52.222-26 Equal Opportunity (APR 1984)
( ) 52.222-28 Equal Opportunity Pre-Award Clearance of Subcontracts (APR 1984)
(x) 52.222-29 Notification of Visa Denial (APR 1984)
(x) 52.222-35 Affirmative Action for Special Disabled and Vietnam Era Veterans (APR 1984)
(x) 52.222-36 Affirmative Action for Handicapped Workers (APR 1984)
(x) 52.222-37 Employment Reports on Special Disabled Veterans and Veterans of the Vietnam Era (JAN 1988)
(x) 52.223-2 Clean Air and Water (APR 1984)
( ) 52.223-3 Hazardous Material Identification and Material Safety Data (NOV 1991)
(x) 52.223-6 Drug-Free Workplace (JUL 1990)
( ) 52.223-9 Certification of Percentage of Recovered Material Content for EPA Designated Items Used in Performance
of the Contract (MAY 1995)
( ) 52.223-14 Toxic Chemical Release Reporting (OCT 1995)
( ) 52.224-l Privacy Act Notification(APR 1984)
( ) 52,224-2 Privacy Act (APR 1984)
( ) 52.225-10 Duty-Free Entry (APR 1984)
( ) 52.225-14 Inconsistency Between English Version and Translation of Contract (AUG 1989)
( ) 52.225-17 Buy American Act - Supplies Under European Community Agreement (MAY 1995)
( ) S2.226-1 Utilization of Indian Organizations and Indian owned Economic Enterprises (AUG 199l )
(x) 52.227-1 Authorization and Consent(JUL 1995)
( ) 52,227-1 Authorization ant Consent (JUL 1995) - Alternate I (APR 1984)
( ) 52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement (APR 1984)
( ) 52.227-10 Filing of Patent Applications - Classified Subject Matter (APR 1984)
(x) 52.227-11 Patent Right - Retention by the Contractor (Short Form) (JUN 1989)
( ) 52.221-11 Patent Right - Retention by the Contractor (Short Form) (JUN 1989) - Alternate II (1989)
( ) 52.227-12 Patent Rights - Retention by the Contractor (Long Form) (JUN 1989)
( ) 52.227-12 Patent Rights - Retention by the Contractor (Long Form) (JUN 1989) - Alternate II (JUN 1989)
( ) 52.227-13 Patent Rights - Acquisition by the Government (JUN 1989)
( ) 52.227-13 Patent Rights- Acquisition by the Government (JUN 1989)- Alternate II (JUN 1989)
( ) 52.228-3 Workers' Compensation Insurance (Defense Base Act) (APR 1984)
( ) 52.228-4 Worker's Compensation and War-Hazard Insurance Overseas (APR 19R4)
( ) 52.230-2 Cost Accounting Stand (AUG 1992)
( ) 52.230-3 Disclosure and Consistency of Cost Accounting Practices (NOV 1993)
( ) 52.230-4 Consistency in Cost Accounting Practices (AUG 1992)
( ) 52.230-5 Administration of Cost Accounting Standards (FEB 1995)
(x) 52.232-9 Limitation on Withholding of Payments (APR 1984)
( ) 52.232-18 Availability of Funds (APR 1984)
( ) 52.232-20 Limitation of Cost (APR 1984)
(x) 52.232-22 Limitation of Funds (APR 1984)
( ) 52 232-24 Prohibition of Assignment of Claims (JAN 1986)
(x) 52.232-25 Prompt Payment (MAR 1994)
( ) 52.232-28 Electronic Funds Transfer Payment Methods (APR 1989)
(x) 52.233-1 Disputes(OCT 1995)
( ) 52.233-1 Disputes (OCT 1995)- Alternate I (DEC 1991)
( ) 52.233-1 Industrial Resources Developed Under Defense Production Act Title III (DEC 1994)
( ) 52.237-2 Protection of Government Buildings, Equipment, and Vegetation (APR 1984)
( ) 52.237-9 Waiver of Limitation on Severance Payments to Foreign Nationals (OCT 1995)
( ) 52.242-2 Production Progress Reports (APR 1991)
( ) 52.242-3 Penalties for Unallowable Costs (OCT 1995)
( ) 52.242-4 Certification of Indirect Costs (OCT 1995)
( ) 52.242-10 F.O.B. Origin - Government Bills of Lading or Prepaid Postage (APR 1934)
( ) 52.242-12 Report of Shipment (REPSHIP) (JUL 1995)
( ) 52.243-6 Change Order Accounting (APR 1984)
(x) 52.244-5 Competition in Subcontracting (APR 1984)
( ) 52.244-6 Subcontracts for Commercial Items and Commercial Components (OCT 1995)
( ) 52.245-1 Property Records (APR 1984)
(x) 52.245-5 Government Property (Cost-Reimbursement, Time-and-Material, or Labor-Hour Contracts (JAN 1986)
( ) 52.245-5 Government Property (Cost-Reimbursement, Time-and-Material, or Labor-Hour Contracts
(JAN 1986) - Alternate I (JUL 1985)
( ) 52.245-18 Special Test Equipment (FEB 1993)
( ) 52.245-19 Government Property Furnished "As Is" (APR 1984)
(x) 52.246-23 Limitation of Liability (APR 1984)
( ) 52.246-24 Limitation of Liability - High Value Items (APR 1984)
( ) 52.246-24 Limitation of Liability - High Value Items (APR 1984) - Alternate I (APR 1984)
( ) 52.246-25 Limitation of Liability - Services (APR 1984)
( ) 52.247-1 Commercial Bill of Lading Notions (APR 1984)
( ) 52.247-63 Preference for U.S.-Flag Air Carriers (APR 1984)
( ) 52.241-64 Preference for Privately Owned U.S. Flag Commercial Vessels (JUL 1995)
( ) 52.247-64 Preference for Privately Owned U.S. Flag Commercial Vessels (JUL 1995) Alternate I (APR 1984)
( ) 52.247-67 Submission of Commercial Transportation Bills of the General Services Administration for Audit (FEB 1995)
( ) 52.248-1 Value Engineering (MAR 1989)
( ) 52.248-1 Value Engineering (MAR 1989) - Alternate I (APR 1984)
( ) 52.248-l Value Engineering (MAR 1989) - Alternate II (APR 1984)
( ) 52.248-l Value Engineering (MAR 1989) - Alternate III (APR 1984)
( ) 52.249-5 Termination for Convenience of the Government (Educational and Other Non-Profit Institutions) (APR 1984)
(x) 52.249-6 Termination (Cost-Reimbursement) (MAY 1986)
( ) 52.249-6 Termination (Cost-Reimbursement) (MAY 1986)- Alternate II (APR 1984)
(x) 52.249-14 Excusable Delays (APR 1984)
( ) 52.251-1 Government Supply Sources (APR 1984)
( ) 52.251 -2 Interagency Motor Pool Vehicles and Related Services (JAN 1991)
DFARS CLAUSES
(x) 252.201-7000 Contracting Officer's Representative (DEC 1991)
(x) 252.203-7000 Statutory Prohibitions on Compensation to Former Department of Defense Employees (NOV 1995)
(x) 252.203-7002 Display of DoD Hotline Poster (DEC 1991)
( ) 252 204-7000 Disclosure of Information (DEC 1991)
( ) 252 204-7002 Payment for Subline Items Not Separately Priced (DEC 1991)
(x) 252.205-7000 Provision of Information to Cooperative Agreement Holders (DEC 1991)
( ) 252.209-7004 Reporting of Commercial Transactions With The Government of a Terrorist Country (SEP 1994)
( ) 252.209-7005 Military Recruiting on Campus (NOV 1995)
(x) 252 211-7000 Acquisition Streamlining (DEC 1991)
( ) 252 215-7000 Pricing Adjustments (DEC 1991)
(x) 252.215-7002 Cost Estimating System Requirements (DEC 1991)
( ) 252.219-7001 Notice of Partial Small Business Set-Aside with Preferential Consideration for Small
Disadvantaged Business Concerns (MAY 1995)
( ) 252.219-7001 Notice of Partial Small Business Set-Aside with Preferential Consideration for Small
Disadvantaged Business Concerns (MAY 1995) - Alternate I (MAY 1994)
( ) 252.219-7002 Notice of Small Disadvantaged Business Set-Aside (MAY 1995)
( ) 252.219-7002 Notice of Small Disadvantaged Business Set-Aside (MAY 1995) - Alternate I (MAY 1994)
( ) 252.219-7003 Small Business and Small Disadvantaged Business Subcontracting Plan (DoD Contracts) (NOV 1995)
( ) 252.219-7006 Notice of Evaluation Preference for Small Disadvantaged Business Concerns (MAY 1995)
( ) 252.219-7006 Notice of Evaluation Preference for Small Disadvantaged Business Concerns (MAY 1995) - Alternate I
(DEC 1991)
( ) 252.223-7001 Hazard Warning Labels (DEC 1991)
( ) 252.223-7005 Hazardous Waste Liability and Indemnification (OCT 1992)
( ) 252 223-7006 Prohibitions on Storage and Disposal of Toxic and Hazardous Materials (APR 1993)
( ) 252 223-7006 Prohibition on Storage and Disposal of Toxic and Hazardous Waste (APR 93) - Alternate I (NOV 1995)
(x) 252.225-7001 Buy American Act and Balance of Payments Program (JAN 1994)
(x) 252.225-7002 Qualifying Country Sources as Subcontractors (DEC 1991)
( ) 252.225-7005 Identification of Expenditures in the United States (DEC 1991)
(x) 252.225-7007 Trade Agreements Act (JAN 1994)
( ) 252 225-7008 Supplies to be Accorded Duty Free Entry (DEC 1991)
( ) 252 225-7009 Duty Free Entry - Qualifying Country End Products and Supplies (DEC 1991)
( ) 252.225-7010 Duty-Free Entry - Additional Provisions (DEC 1991)
( ) 252.225-7014 Preference for Domestic Specialty Metals (NOV 1995)
( ) 252.225-7015 Preference for Domestic Hand or Measuring Tools (DEC 1991)
( ) 252.225-7022 Restriction on Acquisition of Polyacrylonitrile (PAN) Based Carbon Fiber (DEC 1991)
( ) 252.225-7024 Restriction on Acquisition of Night Vision Image Intensifier Tubes and Devices (DEC 1991)
( ) 252.225-7026 Reporting of Overseas Subcontracts (NOV 1995)
( ) 252.225-7032 Waiver of United Kingdom Levies (OCT 1992)
( ) 252.225-7036 North American Free Trade Agreement Implementation Act (JAN 1994)
( ) 252.225-7036 North American Free Trade Agreement Implementation Act (JAN 1994) - Alternate I (MAY 1995)
( ) 252.225-7037 Duty-Free Entry - NAFTA Country End Products and Supplies (JAN 1994)
( ) 252.226-7000 Notice of Historically Black Colleges or Universities and Minority Institution Set-asides (APR 1994)
(x) 252.227-7013 Rights in Technical Data and Computer Software (OCT 1988)
( ) 252.227-7013 Rights in Technical Data - Noncommercial Items (NOV 1995) - Alternate I (JUN 1995)
( ) 252.227-7014 Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation (JUN 1995)
( ) 252.227-7014 Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation
(JUN 1995) - Alternate I (JUN 1995)
( ) 252.227-7020 Rights in Data--Special Works (JUN 1995)
( ) 252.227-7021 Rights in Data--Existing Work (MAR 1979)
( ) 252.227-7025 Limitation on the Use or Disclosure of Government-Furnished Information Marked with Restrictive
Legends (JUN 1995)
( ) 252.227-7026 Deferred Delivery of Technical Data or Computer Software (APR 1988)
( ) 252.227-7027 Deferred Ordering of Technical Data or Computer Software (APR 1988)
( ) 252.227-7032 Rights in Technical Data and Computer Software (Foreign) (JUN 1975)
( ) 252.227-7039 Patents - Reporting of Subject Inventions (APR 1990)
( ) 252.222-7003 Capture and Detention (DEC 1991)
( ) 252.233-7000 Certification of Claims and Requests for Adjustment or Relief (MAY 1994)
( ) 252.234-7001 Cost/Schedule Control Systems (DEC 1991)
( ) 252.239-7000 Protection Against Compromising Emanations (DEC 1991)
( ) 252.242-7000 Postaward Conference (DEC 1991)
( ) 252.242-7002 Submission of Commercial Freight Bills for Audit (DEC 1991)
( ) 252.242-7003 Application for U.S. Government Shipping Documentation/lnstructions (DEC 1991)
(x) 252.242-7004 Material Management and Accounting System (DEC 1991)
(x) 252.242-7005 Cost/Schedule Status Report (DEC 1991)
( ) 252.245-7000 Government-Furnished Mapping, Charting and Geodesy Property (DEC 1991)
(x) 252.245-7001 Reports of Government Property (MAY 1994)
(x) 252.246-7000 Material Inspection and Receiving Report (DEC 1991)
( ) 252.246-7001 Warranty of Data (DEC 1991)
( ) 252.249-7001 Notification of Substantial Impact on Employment (DEC 1991)
( ) 252.249-7002 notification of Proposed Program Termination or Reduction (MAY 1995)
( ) 252.251-7000 Ordering From Government Supply Sources (MAY 1995)
FULL TEXT CLAUSES - WHEN APPLICABLE. Pursuant to FAR 52.102-2, the following
clauses (marked (X) when applicable) shall be incorporated in this solicitation
and/or contract in full text. Therefore, a copy of the applicable clause(s)
follows:
CLAUSE NO. TITLE FAR CLAUSES
( ) 52.209-3 First Article Approval--Contractor Testing (SEP 1989)
( ) 52.209-3 First Article Approval--Contractor Testing (SEP 1989) - Alternate I (SEP 1989)
( ) 52.209-3 First Article Approval--Contractor Testing (SEP 1989) - Alternate II (SEP 1989)
( ) 52.209-4 First Article Approval--Government Testing (SEP 1989)
( ) 52.209-4 First Article Approval--Government Testing (SEP 1989) - Alternate I (SEP 1989)
( ) 52.209-4 First Article Approval--Government Testing (SEP 1989) - Alternate II (SEP 1989)
( ) 52.216-10 Incentive Fee (JUL 1995)
( ) 52.216-23 Execution and Commencement of Work (APR 1984)
( ) 52.216-24 Limitation of Government Liability (APR 1984)
( ) 52.216-25 Contract Definitization (APR 1984)
( ) 52.216-25 Contract Definitization (APR 1984) - Alternate I (APR 1984)
( ) 52.222-2 Payment of Overtime Premiums (JUL 1990)
( ) 52.222-26 Equal Opportunity (APR 1984) - Alternate I (APR 1984)
( ) 52.227-5 Waiver Indemnity(APR 1984)
( ) 52.227-11 Patent Rights - Retention by the Contractor (Short Form) (JUN 1989) - Alternate I (JUN 1989)
( ) 52.227-12 Patent Rights - Retention by the Contractor (Long Form) (JUN 1989) - Alternate I (JUN 1989)
( ) 52.227-13 Patent Rights - Acquisition by the Government (JUN 1929) - Alternate I (JUN 1989)
( ) 52.229-8 Taxes--Foreign Cost-Reimbursement Contracts (MAR 1990)
( ) 52.229-9 Taxes--Cost-Reimbursement Contracts With Foreign Government (MAR 1990)
( ) 52.243-7 Notification of Changes (APR 1984)
( ) 52.252-4 Alterations in Contract (APR 1984)
( ) 52.252-6 Authorized Deviations in Clauses (APR 1984)
DFARS CLAUSES
( ) 252.217-7027 Price Ceiling (DEC 1991)
( ) 252.219-7005 Incentive for Subcontracting with Small Businesses, Small Disadvantaged Businesses Historically Black
Colleges and Universities and Minority Institutions (NOV 1995)
( ) 252.219-7005 Incentive for Subcontracting with Small Businesses, Small Disadvantaged Businesses Historically Black
Colleges and Universities and Minority Institutions (NOV 1995) - Alternate I (DEC 1991)
( ) 252.225-7027 Limitation on Sales Commissions and Fees (DEC 1991)
( ) 252.232-7007 Limitations of Government's Obligation (AUG 1993)
( ) 252.239-7016 Telecommunications Security Equipment, Devices, Techniques and Services
( ) 252.243-7000 Engineering Change Proposals (MAY 1994)
( ) 252.243-7000 Engineering Change Proposals (MAY 1994) - Alternate I (MAY 1994)
( ) 252.247-7024 Notification of Transportation of Supplies by Sea (NOV 1995)
( ) 252.249-7000 Special Termination Costs (DEC 1991)
SECTION J - ATTACHMENTS
J.1 Statement of Work (SOW) entitled "Secure Network Server (SNS) Guard, Development Program", Revision I.2, dated 11
June 1996.
J.2 DD-Form 1423 - Contract Data Requirements List (CDRL), dated 11 June 1996.
J.3 DD-Form 254 - Contract Security Classification Specification, Revision 1, dated 17 November 1996
J.4 SNS Development Contract Delivery Schedule, dated 11 June 1996.
J.5 Secure Network Server Security Specification, Revision D, dated 19 April 1996.
J.6 Trusted Software Development Mythology - Volume 1, SDI-S-SD-91-7, dated 17 June 92.
J.7 Direct Marketing Clause, dated 29 April 1994.
3. As a result of the above, total contract value is increased as follows:
CPAF PORTION FROM BY TO
Estimated Cost $32,420,760.00 $14,470,156.00 $46,890,916.00
Base Fee $668,793.00 $668,793.00
Award Fee $1,715,815.00 $1,715,815.00
Fixed Fee $0.00 $528,110.00 $528,110.00
Total CPAF $34,805,368.00 $14,998,266.00 $49,803,634.00
CPFF PORTION
Estimated Cost $336,222.00 $336,222.00
Fixed Fee $19,268.00 $19,268.00
Total CPFF $355,490.00 $355,490.00
COST GROWTH Portion
Estimated Cost Growth $7,182,673.00 ($7,182,673.00) $0.00
(NOT TO EXCEED)
* The Estimated Cost Growth Portion ($7,182,673.00) has been included in the negotiated Estimated Cost amount
($14,470,156.00) of this modification
* This contract is being converted to a Cost Plus Fixed Fee type contract. As a result TOTAL CONTRACT VALUE is
restated to read as follows:
ESTIMATED COST $47,227,138.00
FIXED FEE $2,931,986.00
TOTAL CPFF $50,159,124.00
* All Base Award Fee ($668,793.00) and Earned Award Fee ($1,715,815.00) is convened to Fixed Fee,
* The CPFF Portion ($355,490.00) of this contract is being combined with the CPAF portion ($49,803,634.00) to
establish a new CPFF contract value ($50,159,124.00)
4. As a result funding profile is revised to read as follows:
CPAF PORTION FROM BY TO
Estimated Cost $31,951,709.00 $8,059,721.00 $40,011,430.00
Estimated Cost Growth $1,500,000.00 ($1,500,000.00) $0.00
Base Fee $668,793.00 $668,793.00
EARNED AWARD FEE $1,715,815.00 $1,715,815.00
FIXED FEE $528,110.00 $528,110.00
Total CPAF $35,836,317.00 $7,087,831.00 $42,924,148.00
* Increase in Estimated Cost ($8,059,721.00) amount includes $1,500,000 of Estimated Cost Growth previously funded.
CPFF PORTION
Estimated Cost $336,222.00
Fixed Fee $19,268.00
Total CPFF $355,490.00
As a result of the conversion to a total CPFF type contract funding
profile its revised to read as follows:
ESTIMATED COST $40,347,652.00
FIXED FEE $ 2,931,986.00
TOTAL CPFF $43,279.638.00
* Estimated Cost is comprised of CPAF Estimated Cost ($40,011,430.00) and CPFF Estimated Cost ($336,222.00), Fixed
Fee is comprised of Base Fee ($668,793.00), Earned Award Fee ($1,715,815.00) and Fixed Fee associated with the
additional work ($528,110.00).
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT CONTRACT ID CODE PAGE OF PAGES
1 4
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (IF
P00033 12 Sep 1996 I696-3244, & A/1 APPLICABLE)
6. ISSUED BY CODE H98230 7. ADMINISTERED BY (IF OTHER THAN ITEM
6) CODE
Maryland Procurement Office
9800 Savage Rd., Fanx III
Ft. George G. Meade, MD 20755-6000
Attn: N141(EPS), Phone: (410) 859-4071
8. NAME AND ADDRESS OF CONTRACTOR (NO., STREET, COUNTY, STATE AND ZIP CODE) (x) 9A. AMENDMENT OF SOLICITATION NO.
Secure Computing Corporation
Attn: Bill Erbes (612 / 628-2733)
2675 Long Lake Rd. 9B. DATED (SEE ITEM 11)
Roseville, MN 55113
10A. MODIFICATION OF CONTRACT/ORDER NO.
MDA904-93-C-C034
CODE FACILITY CODE 10B. DATED (SEE ITEM 13)
16 DECEMBER 1992
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
|_| The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers |_| is
extended, |_| is not extended.
Offer's must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the
following methods:
(a) By completing Items 8 and 15, and returning ___________ copies of the amendment; (b) By acknowledging receipt of this amendment
on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and
amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR
AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already
submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and
this amendment, and is received prior to the opening hour and date specified.
12. ACCOUNTING AND APPROPRIATION DATA (IF REQUIRED)
See Section G OBLIGATE: $43,320.00
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACT/ORDERS,
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
(x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (SPECIFY AUTHORITY) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT
ORDER NO. IN ITEM 10A.
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (SUCH AS CHANGES IN PAYING OFFICE,
APPROPRIATION DATE, ETC.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).
X C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
10 U.S.C. 2304 (c)(6)
D. OTHER (SPECIFY TYPE OF MODIFICATION AND AUTHORITY)
E. IMPORTANT: Contractor |_| is not, |X| is required to sign this document and return 3 copies to the issuing office.
14. DESCRIPTION OF AMENDMENT/MODIFICATION (ORGANIZED BY UCF SECTION HEADINGS,
INCLUDING SOLICITATION/CONTRACT SUBJECT MATTER WHERE feasible.)
1. THE PURPOSE OF THIS MODIFICATION IS TO PROVIDE FUNDING FOR TWELVE (12) NETWORK INTERFACE BOARDS IN SUPPORT OF THE DMS PROGRAM.
2. ACCORDINGLY, THE FOLLOWING SECTIONS HAVE BEEN MODIFIED.
Except as provided herein, all terms and conditions of the document referenced
in Item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
15A. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 16A. NAME AND TITLE OF CONTRACTING OFFICER (TYPE OR PRINT)
James Boyle ANDREW D. SNYDER
Vice President and General Manager Contracting Officer
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED
/s/ James Boyle Sep 10 1996 BY /s/ Andrew D. Snyder 12 Sep 1996
--------------- --------------------
(SIGNATURE OF PERSON AUTHORIZED TO SIGN) (SIGNATURE OF CONTRACTING OFFICER)
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITION UNUSABLE PRESCRIBED by GSA
5AP/48 CER\53.243
SECTION B - SUPPLIES OR SERVICES
B.3 - 352.216-9001 ESTIMATED COST AND CONSIDERATION (OCT 1993) is
revised to read as follows:
(a) It is estimated that the total cost of the work under this contract
will be FORTY SEVEN MILLION, TWO HUNDRED AND SEVENTY THOUSAND, FOUR HUNDRED AND
FIFTY EIGHT DOLLARS AND NO CENTS ($47,270,458.00), exclusive of the contractor's
fee.
(b) As consideration for its undertakings, the contractor shall receive
the following:
(1) Reimbursement for costs, as provided under clause of this
title.
(2) A fixed fee in the amount of Two Million, Nine Hundred and
Thirty One Thousand, Nine Hundred and Eighty Six dollars and no cents
($2,931,986.00), which fee, together with the reimbursement for costs provided
under clause of this title, shall constitute complete compensation for the
contractor's work under this contract. Payment of a fixed fee shall be made
proportionate to the amount of costs incurred, subject to the withholding
provision contained in the contract clause entitled "Fixed Fee" (FAR 52.216-8)
not to exceed $82,106.00.
(3) In the event that the contractor exceeds the estimated
cost stated above in paragraph (a), Secure Computing Corporation shall agree to
a dollar for dollar reduction in fee for every dollar increase in the estimated
cost up to $528,110.00. If the increase in estimated cost exceeds $528,110.00,
the contractor shell not be obligated to continue performance until such time as
the Contracting Of ficer notifies the contractor that contract cost have been
increased and funding is available.
(End of clause)
SECTION G - CONTRACT ADMINISTRATION
G.3 - ACCOUNTING AND APPROPRIATION DATA is revised to read as follows:
ACR: AA
972/30400.4500 524351 999-3100 S18119 04539004 S0000 V5 XXX XXX
OBLIGATED FOR COST $347,000.00
ACR: AB
973/40400.4500 534351 999-3100 S 18119 04539004 S0000 V5 XXX XXX
OBLIGATED FOR COST $5,936,276.00
OBLIGATED FOR FIXED FEE: $19,268.00
TOTAL OBLIGATION: $5,955,544.00
ACR: AC
974/50400.4500 544351 999-2500 S18119 04100200 IV 0000 V5 106B
OBLIGATED COST $9,687,699.00
OBLIGATED FOR FIXED FEE $ 1,356,482.00
TOTAL OBLIGATION $ 11,044,181.00
ACR: AD
975/60400.4500 554E51 999-2500 S18119 04100200 IX 0000 V5 106B
OBLIGATED FOR COST: $12,125,347.00
OBLIGATED FOR FIXED FEE: $451,868.00
TOTAL OBLIGATION $12,577,215.00
ACR: AE
976/70400.4500 564E51 999-3100 S 18119 03200107 IX 0000 X3 I06B
OBLIGATED FOR COST: $6,178,734.00
ACR: AF
976/70400.1145 C64X02 XXX-2550 S18119 P6532000 WH 0000 WH XXXX
OBLIGATED FOR COST 3,941,998.00
OBLIGATED FOR FIXED FEE 576,258.00
TOTAL OBLIGATION: 4,518,256.00
ACR: AG
975/60400.4500 554E51 999-3100 S18119 02200502 IX 0000 X3 I01A
OBLIGATED FOR COST 279,149.00
ACR: AH
976/70400.4500 564E51 999-3100 S 18119 02200403 IX 0000 X3 I10A
OBLIGATED FOR COST 36,815.00
ACR: AI
976/70400.4500 564E51 999-3100 S18119 03200107 IX 0000 X3 I20B
OBLIGATED FOR COST: 1,814,634.00
OBLIGATED FIXED FEE: 528,110.00
TOTAL OBLIGATION: 2,342,744.00
ACR: AJ
971/170400.4500 564E51 999-3100 S18119 03100101 LX 0000 X1 I20A
OBLIGATED THIS ACTION FOR COST: 43,320.00
G.4 - 352.232-9008 INCREMENTAL FUNDING - AWARD (OCT 1993)
a) This contract is subject to incremental funding. The total CPFF
amount negotiated and agreed to is $50,202,444,00. Notwithstanding the total
amount negotiated and agreed to, funds in the amount of only $43,319,958.00 are
currently obligated for this action. Therefore, the contractor shall not incur
costs in excess of $40,390,972.00. The contractor shall not be paid a fixed fee
in excess of $2,931,986.00 until the contract is modified to obligate additional
funds. Notwithstanding any other provision of this contract, the Government
shall not be liable to reimburse the contractor for costs and fee in excess of
the sum obligated on this contract.
b) In accordance with the Limitation of Funds Clause, the contractor
shall notify the Contracting Officer in writing whenever it has reason to
believe that the costs it expects to incur under this contract in the next 60
days, when added to all costs previously incurred, will exceed 75 percent of the
amount currently obligated on the contract. The contractor's notice shall
include an estimate of funds required to continue performance.
c) It is expected that the current funding increment obligated by this
action shall allow the contractor to perform the required work through 1 JANUARY
1997. In accordance with the Limitation of Funds clause of the contract, 60 days
before the end of the period specified above, the Contractor shall notify the
Contracting Officer in writing of the estimated amount of additional funds, if
any, required to continue performance for any further period specified (or
otherwise agreed upon), and when the funds will be required.
d) If, after notification by the contractor pursuant to the Limitations
of Funds clause, additional funds are required to be obligated for a further
period, this clause will be modified accordingly.
G.7 - 352.216-9004 INVOICING AND PAYMENT (OCT 1993)
Invoices shall be submitted to:
CONTRACTS - ACCOUNTS PAYABLE
Finance and Accounting Office
P.O. Box 400 (MDA904-93-C-C034)
Fort George G. Meade, MD 20755-6000
Through: Maryland Procurement Office
Attn: X31 LYNNE DAY
REF: (MDA904-93-C-C034)
9800 Savage Road, SUITE 6734
Fort George G. Meade, MD 20755-6000
Copy to: Maryland Procurement Office
Attn: N141 Edward Schwartz
REF: (MDA904-93-C-C034)
9800 Savage Road, Suite 6720
Fort George G. Meade, MD 20755-6000
DEFENSE CONTRACT AUDIT AGENCY
MINNEAPOLIS BRANCH OFFICE
FEDERAL BUILDING
110 S. 4TH ST., RM 117
MINNEAPOLIS, MN 55401
REF: MDA904-93-C-C034
(End of clause)
3. As a result funding profile is revised to read as follows:
ESTIMATED COST $40,347,652.00 $43,320.00 $40,390,972.00
FIXED FEE $ 2,931,986.00 $ 2,931,986.00
TOTAL CPFF $43,279,638.00 $43,320.00 $43,319,958.00
4. As a result of the above, total contract value is increased as follows:
ESTIMATED COST $47,227,138.00 $43,320.00 $47,270,458.00
FIXED FEE $ 2,931,986.00 $ 2,931,986.00
TOTAL CPFF $50,159,124.00 $43,320.00 $50,202,444.00
5. Except as provided herein all other terms and conditions of the subject contract remain unchanged and in full force.
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT CONTRACT ID CODE PAGE OF PAGES
1 5
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (IF
P00034 31 Oct. 1996 I697-1082, & A/1 APPLICABLE)
6. ISSUED BY CODE H98230 7. ADMINISTERED BY (IF OTHER THAN ITEM
6) CODE
Maryland Procurement Office
9800 Savage Rd., Fanx III
Ft. George G. Meade, MD 20755-6000
Attn: N141(EPS), Phone: (410) 859-4071
8. NAME AND ADDRESS OF CONTRACTOR (NO., STREET, COUNTY, STATE AND ZIP CODE) (x) 9A. AMENDMENT OF SOLICITATION NO.
Secure Computing Corporation
Attn: Bill Erbes (612 / 628-2733)
2675 Long Lake Rd. 9B. DATED (SEE ITEM 11)
Roseville, MN 55113
10A. MODIFICATION OF CONTRACT/ORDER NO.
MDA904-93-C-C034
CODE FACILITY CODE 10B. DATED (SEE ITEM 13)
16 DECEMBER 1992
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
|_| The above numbered solicitation is amended as set forth in Item 14. The hour
and date specified for receipt of Offers |_| is extended, |_| is not extended.
Offer's must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:
(a) By completing Items 8 and 15, and returning ___________ copies of the amendment; (b) By acknowledging receipt of this amendment
on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and
amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR
AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already
submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and
this amendment, and is received prior to the opening hour and date specified.
12. ACCOUNTING AND APPROPRIATION DATA (IF REQUIRED)
See Section G OBLIGATE: $11,039,165.00
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACT/ORDERS,
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
(x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (SPECIFY AUTHORITY) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT
ORDER NO. IN ITEM 10A.
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (SUCH AS CHANGES IN PAYING OFFICE,
APPROPRIATION DATE, ETC.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).
X C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
10 U.S.C. 2304 (c)(6)
X D. OTHER (SPECIFY TYPE OF MODIFICATION AND AUTHORITY)
Section H.23 - Option to Extend the Term of the Contract.
E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return _____________ copies to the issuing office.
14. DESCRIPTION OF AMENDMENT/MODIFICATION (ORGANIZED BY UCF SECTION HEADINGS,
INCLUDING SOLICITATION/CONTRACT SUBJECT MATTER WHERE feasible.)
1. The purpose of this modification is to:
a) Provide FY97 Incremental Funding for the basic contract. As a result this contract is fully funded.
b) Exercise Option #4 in accordance with Section H.23 of this contract.
c) Change the Payment Office from DFAS to NSA
2. Accordingly the following sections have been modified.
Except as provided herein, all terms and conditions of the document referenced
in Item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
15A. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 16A. NAME AND TITLE OF CONTRACTING OFFICER (TYPE OR PRINT)
ANDREW D. SNYDER
Contracting Officer
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED
_____________________________________ BY /s/ Andrew D. Snyder 31 Oct. 1996
(SIGNATURE OF PERSON AUTHORIZED TO SIGN) (SIGNATURE OF CONTRACTING OFFICER)
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITION UNUSABLE PRESCRIBED BY GSA
5AP/48 CER\53.243
SECTION B - SUPPLIES OR SERVICES
B.1 - SCOPE OF WORK is revised to read as follows:
The contractor shall:
a. Furnish the necessary materials, facilities, equipment, supplies and services of skilled professional, technical and
support personnel for the design, development, interface, test and delivery of work specified in the Statement of Work delineated in
Section C. of this contract.
b. Prepare and deliver data in accordance with the Contract Data Requirements List (CDRL) delineated in Section C of this
contract.
c. Design, develop, test and deliver the Secure Network Server in accordance with the delivery schedule delineated in
Section C. of this contract.
d. Conduct an operator training course in accordance with the requirements in the Statement of Work delineated in Section C
of this contract.
e. THE CONTRACTOR SHALL DELIVER A SNS GUARD PHASE 4 TO INCLUDE MSP 4.0 AND VERSION 3 CERTIFIVATESX.500, DSA & ADDITIONAL
FILTERING, SMTP FFC IN ACCORDANCE WITH STATEMENT OF WORK SECTION 3.1.3
B.2 - 352.232-9016 - REIMBURSEMENT FOR COSTS - LIMITATION OF FUNDS (OCT
1993) IS HEREBY DELETED
B.2- 352.232-9015 - REIMBURSEMENT FOR COSTS - LIMITATION OF COST (OCT
1993) IS HEREBY INCORPORATED AS FOLLOWS:
(a) Allowable costs constitute those costs incurred by the contractor
in the performance of this contract which are acceptable by the Contracting
Officer or his duly authorized representative as chargeable hereto in accordance
with the contract clause entitled "Allowable Cost and Payment" (FAR 52.216-7) as
limited by the contract clause entitled "Limitation of Cost" (FAR 52.232-20),
and FAR Part 31.
(b) Travel shall be reimbursed at cost. Lodging shall be reimbursed at
cost. Meals and incidental expenses shall be reimbursed at the applicable flat
rate or the balance up to the applicable NTE established rate. The total of
lodging, meals and incidental expenses shall not exceed the established rate for
each location set forth in the "Federal Travel Regulations" (FTR); the "Joint
Travel Regulations", Volume 2 (JTR); and the "Standardized Regulations
(Government Civilians, Foreign Areas), Section 925" as applicable. These costs
shall be chargeable directly to this contract in accordance with the
contractor's established method of distributing such costs.
(c) Upon determination of the allowable, allocable and reasonable
costs, including actual overhead and general and administrative expense costs
applicable to this contract, any payment that has already been made to the
contractor shall be adjusted to reflect such actual costs.
(End of clause)
B.3 - 352.216-9001 ESTIMATED COST AND CONSIDERATION (OCT 1993) is
revised to read as follows:
(a) It is estimated that the total cost of the work under this contract
will be FIFTY ONE MILLION, ONE HUNDRED AND SIXTY THOUSAND, TWO HUNDRED AND
FIFTEEN DOLLARS AND NO CENTS ($51,160,215.00), exclusive of the contractor's
fee.
(b) As consideration for its undertakings, the contractor shall receive the following:
(1) Reimbursement for costs, as provided under clause of this title.
(2) A fixed fee in the amount of THREE MILLION, TWO
HUNDRED AND ONE THOUSAND, NINE HUNDRED AND EIGHT
DOLLARS AND NO CENTS ($3,201,908.00), which fee,
together with the reimbursement for costs provided
under clause of this title, shall constitute complete
compensation for the contractor's work under this
contract. Payment of a fixed fee shall be made
proportionate to the amount of costs incurred,
subject to the withholding provision contained in the
contract clause entitled "Fixed Fee" (FAR 52.216-8)
not to exceed $82,106.00.
(3) In the event that the contractor exceeds the
estimated cost stated above in paragraph (a), Secure
Computing Corporation shall agree to a dollar for
dollar reduction in fee for every dollar increase in
the estimated cost up to $798,032.00. If the increase
in estimated cost exceeds $798,032.00, the contractor
shall not be obligated to continue performance until
such time as the Contracting Officer notifies the
contractor that contract cost have been increased and
funding is available.
(End of clause)
SECTION F - DELIVERIES OR PERFORMANCE
F.5 - 352.212-9004 PERIOD OF PERFORMANCE (APR 1989) - ALTERNATE I (APR
1989) is revised to read as follows:
This contract shall extend from Date of Contract Award to 30 NOVEMBER 1997, (60 Months ADAD) unless performance is sooner
terminated under the terms of the contract.
(End of clause)
SECTION G - CONTRACT ADMINISTRATION
G.3 - ACCOUNTING AND APPROPRIATION DATA is revised to read as follows:
ACR: AA
972/30400.4500 524351 999-3100 S18119 04539004 S0000 V5 XXX XXX
OBLIGATED FOR COST $347,000.00
ACR: AB
973/40400.4500 534351 999-3100 S18119 04539004 S0000 V5 XXX XXX
OBLIGATED FOR COST $5,936,276.00
OBLIGATED FOR FIXED FEE: $19,268.00
TOTAL OBLIGATION: $5,955,544.00
ACR: AC
974/50400.4500 544351 999-2500 S18119 04100200 IV 0000 V5 106B
OBLIGATED COST $9,687,699.00
OBLIGATED FOR FIXED FEE $1,356,482.00
TOTAL OBLIGATION $11,044,181.00
ACR: AD
975/60400.4500 554E51 999-2500 S18119 04100200 IX 0000 V5 106B
OBLIGATED FOR COST: $12,125,347.00
OBLIGATED FOR FIXED FEE: $451,868.00
TOTAL OBLIGATION $12,577,215.00
ACR: AE
976/70400.4500 564E51 999-3100 S18119 03200107 IX 0000 X3 I06B
OBLIGATED FOR COST: $6,178,734.00
ACR: AF
976/70400.1145 C64X02 XXX-2550 S18119 P6532000 WH 0000 WH XXXX
OBLIGATED FOR COST $3,941,998.00
OBLIGATED FOR FIXED FEE $576,258.00
TOTAL OBLIGATION: $4,518,256.00
ACR: AG
975/60400.4500 554E51 999-3100 S18119 02200502 IX 0000 X3 I01 A
OBLIGATED FOR COST $279,149.00
ACR: AH
976/70400.4500 564E51 999-3100 S18119 02200403 IX 0000 X3 I10A
OBLIGATED FOR COST $36,815.00
ACR AI
976/70400.4500 564E51 999-3100 S18119 03200107 IX 0000 X3 I20B
OBLIGATED FOR COST: $1,814,634.00
OBLIGATED FIXED FEE: $528,110.00
TOTAL OBLIGATION: $2,342,744.00
ACR: AJ
976//70400.4500 564E51 999-3100 S18119 03100101 IX 0000 X1 I20A
OBLIGATED FOR COST: $43,320.00
ACR: AK
977/80400.4500 574E51 999-2550 S18119 03200107 IX 0000 X3 I20B
OBLIGATED THIS ACTION FOR COST: $10,769,243.00
OBLIGATED THIS ACTION FOR FIXED FEE $269,922.00
TOTAL OBLIGATION THIS ACTION: $11,039,165.00
G.4 - 352.232-9008 INCREMENTAL FUNDING - AWARD (OCT 1993) IS HEREBY DELETED
SECTION I - CONTRACT CLAUSES
FAR Clause 52.232-22 - LIMITATION OF FUNDS (APR 1984) is hereby deleted
FAR Clause 52.232-20 - LIMITATION OF COST (APR 1984) is hereby
incorporated.
3. The contract Payment Office has been changed as followed:
FROM: DFAS Columbia
Gateway Accounting Division
Attn: DFAS-CO/CB
P.O. Box 182551
Columbus, OH 43218-2551
TO: CONTRACTS - ACCOUNTS PAYABLE
Finance and Accounting Office
P.O. Box 400 (MDA904-93-C-C034)
Fort George G. Meade, MD 20755-6000
4. As a result funding profile is revised to read as follows and this contract is fully funded:
FROM BY TO
ESTIMATED COST $40,390,972.00 $10,769,243.00 $51,160,215.00
FIXED FEE $2,931,986.00 $269,922.00 $3,201,908.00
TOTAL CPFF $43,322,958.00 $11,039,165.00 $54,362,123.00
4. As a result of the above, total contract value is increased as follows:
FROM BY TO
ESTIMATED COST $47,270,458.00 $3,889,757.00 $51,160,215.00
FIXED FEE $2,931,986.00 $269,922.00 $3,201,908.00
TOTAL CPFF $50,202,444.00 $4,159,679.00 $54,362,123.00
5. Except as provided herein all other terms and conditions of the subject contract remain unchanged and in full force.
</TABLE>
EXHIBIT 10.19
SECURE COMPUTING CORPORATION EMPLOYMENT AGREEMENT
(Effective If and When Hired)
Name Gary Taggart Social Security No. ###-##-####
In consideration of my employment by Secure Computing Corporation, I agree that:
(1) Secure Computing Corporation policies and handbooks which may from time to
time be applicable to me shall be a guide regarding my employment but shall not
constitute or imply an agreement between me and Secure Computing Corporation nor
shall any representations made to me individually, before or during my
employment, which are not made in writing and authorized by Secure Computing
Corporation, constitute an agreement.
(2) Except as required in the performance of my duties for Secure Computing
Corporation, or as authorized by it in writing, I will not during the course of
employment by Secure Computing Corporation or any time thereafter use or
disclose to others proprietary or trade secret information of Secure Computing
Corporation or others, including but no limited to customer furnished
information which has been provided to Secure Computing Corporation with
restrictions on its use or further disclosure, and CLASSIFIED INFORMATION OF THE
UNITED STATES. Secure Computing Corporation proprietary or trade secret
information is information used or useful in the conduct of Secure Computing
Corporation business which is not generally known to the public or in a relevant
industry, such as, but not limited to, information relating to its research,
development, manufacturing, purchasing, finances, acquisition activity,
accounting, engineering, marketing, merchandising, selling and present and
prospective customers (including listing of, proposals to, agreements with, and
relationships with such customers).
(3) I hereby certify, that in the performance of my duties and responsibilities
for Secure Computing Corporation, I will not disclose, publish, or use any
confidential information, proprietary data, or trade secrets that I may have
obtained from my previous employer(s) or association(s).
(4) I will return to Secure Computing Corporation and stop using upon request or
upon termination of my employment, all papers, notebooks, reports, manuals,
computer files, software, vehicles, tools, keys and entry cards, identification
cards or badges, credit authorization, apparatus, computer user identifiers,
passwords and other property furnished to me by Secure Computing Corporation, or
which was prepared or made in whole or in part by me in connection with my
employment by Secure Computing Corporation.
(5) While employed by Secure Computing Corporation, I will not engage in any
business or service similar to Secure Computing Corporation's business, nor
design, assemble, manufacture, distribute, research, or develop products for any
person, firm, or corporation other than Secure Computing Corporation which are
the same or similar to those manufactured or provided by Secure Computing
Corporation.
(6) I will promptly disclose to Secure Computing Corporation all product,
process, hardware and software inventions, designs, computer programs and
related documentation, other works of authorship and mask works (hereafter
Developments) relating to its business which I made individually or jointly with
others, while I am employed by it or within a period of six (6) months following
termination of my employment. (See back side of agreement for listing prior
Developments to which this agreement does not apply.) I hereby assign and agree
to assign all my interest in such Developments to Secure Computing Corporation,
and upon the request and at the expense of Secure Computing Corporation, do all
other acts reasonably necessary to assist it in obtaining and enforcing rights
in Developments in any and all countries; provided, however, this paragraph (5)
shall not apply to Developments for which no equipment, supplies, facility or
trade secret information of Secure Computing Corporation was used and which is
developed entirely on my own time and (1) which does not relate (a) directly to
Secure Computing Corporation's business or (b) to Secure Computing Corporation's
actual or demonstrably anticipated research or development, or (2) which does
not result from any work performed by me for Secure Computing Corporation. I
acknowledge that the obligation of this paragraph (5) shall be in effect whether
or not I receive or am considered for the award of any additional compensation
for the Development.
(7) The wages or salary and any other benefits which I receive during my
employment by Secure Computing Corporation shall be my full compensation for
this agreement.
I ACKNOWLEDGE THAT I HAVE READ THIS AGREEMENT. I understand that to the extent
applicable it remains in effect following the cessation of my employment with
Secure Computing Corporation, is binding on my heirs and that it may be
transferred by Secure Computing Corporation to any of its successors or
assignees.
Date: 10/2/96 Signature: /s/ Gary Taggart
EXHIBIT 10.25
A-1
SECURE COMPUTING CORPORATION
AMENDED AND RESTATED
1995 OMNIBUS STOCK PLAN*
(AS AMENDED AS OF JANUARY 24, 1997)
1. AMENDMENT OF EXISTING PLANS; PURPOSE. This Secure Computing
Corporation Amended and Restated 1995 Omnibus Stock Plan (the "Plan") amends and
restates in their entirety the Secure Computing Corporation 1989 Incentive Stock
Option Plan and the Secure Computing Corporation 1994 Nonqualified Stock Option
Plan (the "Prior Plans"). The purpose of the Plan is to motivate key personnel,
including non-employee directors, to produce a superior return to the
stockholders of Secure Computing Corporation by offering such personnel an
opportunity to realize Stock appreciation, by facilitating Stock ownership and
by rewarding them for achieving a high level of corporate financial performance.
The Plan is also intended to facilitate recruiting and retaining key personnel
of outstanding ability by providing an attractive capital accumulation
opportunity.
2. DEFINITIONS AND RULES OF CONSTRUCTION. The capitalized terms used in
this Plan have the meanings, and certain rules of construction are, set forth in
the list of defined terms attached to this Plan as Exhibit A.
3. ADMINISTRATION.
3.1 AUTHORITY OF COMMITTEE. The Committee shall administer the
Plan. Solely for purposes of determining and administering Awards to
Employees who are not then subject to the reporting requirements of
Section 16 of the Exchange Act, the Committee may delegate all or any
portion of its authority under the Plan to persons who are not
Non-Employee Directors. The Committee shall have exclusive power to
make Awards, to determine when and to whom Awards will be granted, the
form of each Award, the amount of each Award, and any other terms or
conditions of each Award. Each Award shall be subject to an Agreement
authorized by the Committee. The Committee's interpretation of the Plan
and of any Awards made under the Plan shall be final and binding on all
persons with an interest therein. The Committee shall have the power to
establish regulations to administer the Plan and to change such
regulations.
3.2 AWARDS TO OUTSIDE DIRECTORS. Notwithstanding any contrary
provisions of the Plan, the granting, terms, conditions and eligibility
requirements of Awards granted to Outside Directors under Section 9.3
of the Plan are governed solely by the provisions of the Plan
pertaining thereto, and the Committee shall have no discretion with
respect to the granting of such Awards or to alter or amend any terms,
conditions or eligibility requirements of such Awards to Outside
Directors.
- ------------------
*Bracketed items indicate text to be approved at the 1997 Annual Meeting of
Stockholders. All underscored text represents items to be approved at the
meeting of the Board of Directors on January 24, 1997.
3.3 INDEMNIFICATION. To the full extent permitted by law, (i)
no member of the Committee or any person to whom the Committee
delegates authority under the Plan shall be liable for any action or
determination taken or made in good faith with respect to the Plan or
any Award made under the Plan, and (ii) the members of the Committee
and each person to whom the Committee delegates authority under the
Plan shall be entitled to indemnification by the Company with regard to
such actions and determinations.
4. SHARES AVAILABLE UNDER THE PLAN.
4.1 SHARES AVAILABLE. The number of Shares available for
distribution under the Plan shall not exceed 3,944,131 [5,244,131]
(subject to adjustment pursuant to Section 17 hereof). Any Shares
subject to the terms and conditions of an Award under this Plan which
are not used because the terms and conditions of the Award are not met
may again be used for an Award under the Plan. However, Shares with
respect to which a Stock Appreciation Right has been exercised (in cash
or in Stock) may not again be awarded under this Plan.
4.2 CONDITIONAL ISSUANCES. If the Plan is amended at any time
subject to stockholder approval, then the Committee may, in accordance
with the terms and conditions of the Plan, grant Awards on a
conditional basis, subject to such approval by the stockholders of the
Company not later than the next annual meeting of the stockholders of
the Company following the date of such conditional grant. Any Award
granted on a conditional basis shall not be exercisable unless and
until the amendment to the Plan is approved by the stockholders of the
Company. If such an amendment is not approved by the stockholders at
the next annual meeting of stockholders of the Company following the
conditional grant, then the conditional grant shall be canceled.
5. ELIGIBILITY. Except as otherwise provided in Section 9.3
hereof, the granting of Awards to Employees is solely at the discretion
of the Committee.
6. GENERAL TERMS OF AWARDS.
6.1 AMOUNT OF AWARD. Each Agreement shall set forth the number
of Shares of Restricted Stock, other Stock or Performance Units subject
to such Agreement, or the number of Shares to which the Option subject
to such Agreement applies or with respect to which payment upon the
exercise of the Stock Appreciation Right subject to such Agreement is
to be determined, as the case may be. The Maximum Annual Employee Grant
shall not exceed 250,000 [750,000]** Shares (subject to adjustment
pursuant to Section 16 hereof).
6.2 TERM. Each Agreement, other than those relating solely to
Awards of Stock without restrictions, shall set forth the Term of the
Option, Stock Appreciation Right or Restricted Stock or the Performance
Cycle for the Performance Units, as the case may be. An Agreement may
permit acceleration of the commencement of the applicable Term upon
such terms and conditions as shall be set forth in the Agreement, which
may, but need not, include without limitation acceleration resulting
from the occurrence of an Event, Fundamental Change, or in the event of
the Participant's death or Retirement. Acceleration of the Performance
Cycle of Performance Units shall be subject to Section 12.2.
6.3 TRANSFERABILITY. During the lifetime of a Participant to
whom an Award is granted, only such Participant (or such Participant's
legal representative) may exercise an Option or Stock Appreciation
Right, or receive payment with respect to an Award of Performance
Units. No Award of Restricted Stock (prior to the expiration of the
restrictions), Options, Stock Appreciation Rights or Performance Units
may be sold, assigned, transferred, exchanged or otherwise encumbered
other than pursuant to a qualified domestic relations order as defined
in the Code or Title 1 of the Employee Retirement Income Security Act
("ERISA") or the rules thereunder, and any attempt to do so shall be of
no effect; provided, however, that any Participant may transfer a
Non-Statutory Stock Option granted under this Plan to a member or
members of his or her immediate family (i.e., his or her children,
grandchildren and spouse) or to one or more trusts for the benefit of
such family members or partnerships in which such family members are
the only partners, if (i) the Agreement with respect to such Options,
which must be approved by the Committee, expressly so provides either
at the time of initial grant or by amendment to an outstanding
Agreement and (ii) the Participant does not receive any consideration
for the transfer. Any Options held by any such transferee shall
continue to be subject to the same terms and conditions that were
applicable to such Options immediately prior to their transfer and may
be exercised by such transferee as and to the extent that such Option
has become exercisable and has not terminated in accordance with the
provisions of the Plan and the applicable Agreement. For purposes of
any provision of this Plan relating to notice to a Participant or to
vesting or termination of an Option upon the death, Total and Permanent
Disability or termination of employment of a Participant, the
references to "Participant" shall mean the original grantee of an
Option and not any transferee. Notwithstanding the immediately
preceding sentence, an Agreement may provide that the Award subject to
the Agreement shall be transferable to a Successor in the event of a
Participant's death.
- -------------------------
**Approved at meeting of the Board of Directors on October 21, 1996, subject to
Stockholder approval.
6.4 TERMINATION OF EMPLOYMENT. For any Participant who is an
employee of the Company, no Option or Stock Appreciation Right may be
exercised by the Participant, all Restricted Stock held by the
Participant shall be forfeited and no payment with respect to
Performance Units for which the applicable Performance Cycle has not
been completed shall be made (i) upon the expiration of the three-month
period (or such other time period as the Committee may, in its sole
discretion, determine) following the date the Participant's employment
by the Company ceases, including cessation of employment because of
death, Retirement, or Total and Permanent Disability, or (ii) if
applicable, the date of breach by a Participant of any provision of the
Key Employment Agreement or of the Secure Computing Corporation
Employment Agreement by and between the Company and Participant, except
as, and to the extent, provided in Section 9.3 or in the Agreement
applicable to that Award or, such other date as the Committee may, in
its sole discretion, determine. An Award may be exercised by, or paid
to, the Successor of a Participant following the death of such
Participant to the extent, and during the period of time, if any,
provided in the applicable Agreement.
7. RESTRICTED STOCK AWARDS. An Award of Restricted Stock under
the Plan shall consist of Shares subject to restrictions on transfer
and conditions of forfeiture, which restrictions and conditions shall
be included in the applicable Agreement. Except as otherwise provided
in the applicable Agreement, each Stock certificate issued in respect
to an Award of Restricted Stock shall either be deposited with the
Company or its designee, together with an assignment separate from such
certificate, in blank, signed by the Participant, or bear such legends
with respect to the restricted nature of the Restricted Stock evidenced
thereby as shall be provided for in the applicable Agreement. The
Agreement shall describe the terms and conditions by which the
restrictions upon awarded Restricted Stock shall lapse. Upon the lapse
of the restrictions, stock certificates free of restrictive legends, if
any, relating to such restrictions shall be issued to the Participant
or his Successor. A Participant with a Restricted Stock Award shall
have all the other rights of a stockholder including, but not limited
to, the right to receive dividends and the right to vote the Shares of
Restricted Stock.
8. STOCK AWARDS. Awards of Stock without restrictions may be
made.
9. STOCK OPTIONS.
9.1 TERMS OF ALL OPTIONS. An Option shall be granted pursuant
to an Agreement as either an Incentive Stock Option or a Non-Statutory
Stock Option. Only Non-Statutory Stock Options may be granted to
Employees who are not employees of the Company or an Affiliate. The
purchase price of each Share subject to an Option shall be determined
by the Committee and set forth in the Agreement, but shall not be less
than 50% of the Fair Market Value of a Share as of the date the Option
is granted. The purchase price of the Shares with respect to which an
Option is exercised shall be payable in full at the time of exercise,
provided that to the extent permitted by law, the Agreement may permit
some or all Participants to simultaneously exercise Options and sell
the Shares thereby acquired pursuant to a brokerage or similar
relationship and use the proceeds from such sale as payment of the
purchase price of such Shares. The purchase price may be payable in
cash, in Stock having a Fair Market Value as of the date the Option is
exercised equal to the purchase price of the Stock being purchased
pursuant to the Option, or a combination thereof, as determined by the
Committee and provided in the Agreement. Provided, however, that a
person exercising an Option shall not be permitted to pay any portion
of the purchase price with Stock if, in the opinion of the Committee,
payment in such manner could have adverse financial accounting
consequences for the Company. Each Option shall be exercisable in whole
or in part on the terms provided in the Agreement. In no event shall
any Option be exercisable at any time after its expiration date. When
an Option is no longer exercisable, it shall be deemed to have lapsed
or terminated.
9.2 INCENTIVE STOCK OPTIONS. In addition to the other terms
and conditions applicable to all Options:
(i) the aggregate Fair Market Value (determined as of
the date the Option is granted) of the Shares with respect to
which Incentive Stock Options held by an individual first
become exercisable in any calendar year (under this Plan and
all other incentive stock option plans of the Company and its
Affiliates) shall not exceed $100,000 (or such other limit as
may be required by the Code) if such limitation is necessary
to qualify the Option as an Incentive Stock Option;
(ii) the purchase price of Shares covered by
Incentive Stock Options must not be less than 100% of the Fair
Market Value of the Shares on the date of grant;
(iii) an Incentive Stock Option shall not be
exercisable more than 10 years after the date of grant (or
such other limit as may be required by the Code) if such
limitation is necessary to qualify the Option as an Incentive
Stock Option; and
(iv) if the Participant owns, or is deemed under
Section 424(d) of the Code to own, stock of the Company or of
any Affiliate possessing more than ten percent (10%) of the
total combined voting power of all classes of stock therein at
the time the Incentive Stock Option is granted:
(a) the purchase price of the Shares covered
by the Incentive Stock Option must not be less than
110% of the Fair Market Value of Shares on the date
of grant; and
(b) the Term of the Incentive Stock Option
must not be greater than five years from the date of
grant.
(v) the Agreement covering an Incentive Stock Option
shall contain such other terms and provisions which the
Committee determines necessary to qualify such Option as an
Incentive Stock Option.
9.3 OUTSIDE DIRECTOR OPTIONS.
(i) Beginning with the Annual Meeting of Stockholders
to be held during calendar year 1996 and for every Annual
Meeting of Stockholders thereafter during the term of this
Plan, each person serving as an Outside Director of the
Company immediately following such Annual Meeting shall be
granted, by virtue of serving as an Outside Director of the
Company, a Non-Statutory Stock Option. The date of such Annual
Meeting shall be the date of grant for options granted
pursuant to this Section 9.3(i). The number of Shares covered
by each such option shall be 4,375 (subject to adjustment
pursuant to Section 17 hereof). Each person who is elected to
be an Outside Director between Annual Meetings of Stockholders
shall also be granted a Non-Statutory Stock Option. The date
such person is elected to be an Outside Director of the
Company (the "Date of Election") by the Board shall be the
date of grant for such option granted pursuant to this
subsection 9.3(i). The number of Shares covered by each such
option shall be 4,375 (subject to adjustment pursuant to
Section 17 hereof) multiplied by a fraction, the numerator of
which shall be 12 minus the number of whole 30-day months that
have elapsed from the date of the most recent Annual Meeting
of Stockholders to the Date of Election of such Outside
Director, and the denominator of which shall be 12.
(ii) Director Options shall vest and become
exercisable on the date of the Annual Meeting next following
the grant of Director Options. Notwithstanding the foregoing,
Director Options shall vest and become immediately exercisable
in full upon the occurrence of any Event or upon the death of
an Outside Director. Director Options shall expire at the
10-year anniversary of the date of grant.
(iii) The purchase price of each Share subject to a
Director Option pursuant to this Section 9.3 shall be 100% of
the Fair Market Value of a Share as of the date of grant.
Notwithstanding anything to the contrary stated in this Plan,
for purposes of this Section 9.3 and the definition of Fair
Market Value in Exhibit A attached hereto, each Director
Option shall be deemed conclusively to have been granted prior
to close of the applicable securities exchange or system on
the date of grant. An Outside Director may exercise a Director
Option using as payment any form of consideration provided for
in Section 9.1 hereof, which form of payment shall be within
the sole discretion of the Outside Director, notwithstanding
anything stated in Section 9.1 hereof.
(iv) Director Options shall be evidenced by an
agreement signed on behalf of the Company by an officer
thereof which only incorporates by reference the terms of this
Plan.
(v) Unless the Director Option shall have expired, in
the event of an Outside Director's death, the Director Option
granted to such Outside Director shall be transferable to the
beneficiary, if any, designated by the Outside Director in
writing to the Company prior to the Outside Director's death
and such beneficiary shall succeed to the rights of the
Outside Director to the extent permitted by law. If no such
designation of a beneficiary has been made, the Outside
Director's legal representative shall succeed to the Director
Option, which shall be transferable by will or pursuant to the
laws of descent and distribution.
10. SUBSTITUTION OPTIONS. Options may be granted under this Plan from
time to time in substitution for stock options held by employees of other
corporations who are about to become Employees of the Company or a subsidiary of
the Company, or whose employer is about to become a subsidiary of the Company,
as the result of a merger or consolidation of the Company or a subsidiary of the
Company with another corporation, the acquisition by the Company or a subsidiary
of the Company of all or substantially all the assets of another corporation or
the acquisition by the Company or a subsidiary of the Company of at least 50% of
the issued and outstanding stock of another corporation. The terms and
conditions of the substitute Options so granted may vary from the terms and
conditions set forth in this Plan to such extent as the Board (or the Committee)
at the time of the grant may deem appropriate to conform, in whole or in part,
to the provisions of the stock options in substitution for which they are
granted, but with respect to stock options which are Incentive Stock Options, no
such variation shall be permitted which affects the status of any such
substitute Option as an "incentive stock option" under Section 422 of the Code.
11. STOCK APPRECIATION RIGHTS. An Award of a Stock Appreciation Right
shall entitle the Participant, subject to terms and conditions determined by the
Committee, to receive upon exercise of the Stock Appreciation Right all or a
portion of the excess of (i) the Fair Market Value of a specified number of
Shares as of the date of exercise of the Stock Appreciation Right over (ii) a
specified price which shall not be less than 100% of the Fair Market Value of
such Shares as of the date of grant of the Stock Appreciation Right. A Stock
Appreciation Right may be granted in connection with a previously or
contemporaneously granted Option, or independent of any Option. If issued in
connection with an Option, the Committee may impose a condition that exercise of
a Stock Appreciation Right cancels the Option with which it is connected and
exercise of the connected Option cancels the Stock Appreciation Right. Each
Stock Appreciation Right may be exercisable in whole or in part on the terms
provided in the Agreement. Notwithstanding anything to the contrary stated in
the Plan, no Stock Appreciation Right shall be exercisable prior to six months
from the date of grant except in the event of the death or Total and Permanent
Disability of the Participant. No Stock Appreciation Right shall be exercisable
at any time after its expiration date. When a Stock Appreciation Right is no
longer exercisable, it shall be deemed to have lapsed or terminated. Upon
exercise of a Stock Appreciation Right, payment to the Participant (or to his
Successor) shall be made at such time or times as shall be provided in the
Agreement in the form of cash, Stock or a combination of cash and Stock as
determined by the Committee and provided in the Agreement. The Agreement may
provide for a limitation upon the amount or percentage of the total appreciation
on which payment (whether in cash and/or Stock) may be made in the event of the
exercise of a Stock Appreciation Right.
12. PERFORMANCE UNITS.
12.1 INITIAL AWARD. An Award of Performance Units under the
Plan shall entitle the Participant (or a Successor) to future payments
of cash, Stock or a combination of cash and Stock, as determined by the
Committee and provided in the Agreement, based upon the achievement of
pre-established performance targets. Such performance targets may, but
need not, include without limitation targets relating to one or more of
corporate, group, unit, Affiliate or individual performance. With
respect to those Employees who are "covered employees" within the
meaning of Section 162(m) of the Code and the regulations thereunder,
such performance targets shall consist of one or any combination of two
or more of revenue, revenue per employee, earnings before income tax
(profit before taxes), earnings before interest and income tax, net
earnings (profits after tax), earnings per employee, tangible,
controllable or total asset turnover, earnings per share, operating
income, total shareholder return, market share, return on equity,
before- or after-tax return on net assets, distribution expense,
inventory turnover, or economic value added, and any such targets may
relate to one or any combination of two or more of corporate, group,
unit, division, Affiliate or individual performance. The Agreement may
establish that a portion of a full or maximum amount of a Participant's
Award will be paid for performance which exceeds the minimum target but
falls below the maximum target applicable to such Award. The Agreement
shall also provide for the timing of such payment. Following the
conclusion or acceleration of each Performance Cycle, the Committee
shall determine the extent to which (i) performance targets have been
attained, (ii) any other terms and conditions with respect to an Award
relating to such Performance Cycle have been satisfied and (iii)
payment is due with respect to an Award of Performance Units.
12.2 ACCELERATION AND ADJUSTMENT. The Agreement may permit an
acceleration of the Performance Cycle and an adjustment of performance
targets and payments with respect to some or all of the Performance
Units awarded to a Participant, upon such terms and conditions as shall
be set forth in the Agreement, upon the occurrence of certain events,
which may but need not include without limitation an Event, a
Fundamental Change, a recapitalization, a change in the accounting
practices of the Company, a change in the Participant's title or
employment responsibilities, the Participant's death or Retirement or,
with respect to payments in Stock with respect to Performance Units, a
reclassification, stock dividend, stock split or stock combination as
provided in Section 16.
13. EFFECTIVE DATE OF THE PLAN.
13.1 EFFECTIVE DATE. The Plan shall become effective as of
September 15, 1995, provided that the Plan is approved and ratified by
the affirmative vote of the holders of a majority of the outstanding
Shares of Stock present or represented and entitled to vote in person
or by proxy at a meeting of the stockholders of the Company no later
than October 31, 1995. The Plan shall govern all options issued and
outstanding under each of the Prior Plans for all purposes and shall
govern all Agreements respecting options issued and outstanding under
each of the Prior Plans for all purposes.
13.2 DURATION OF THE PLAN. The Plan shall remain in effect
until all Stock subject to it shall be distributed or until all Awards
have expired or lapsed, or the Plan is terminated pursuant to Section
15. No Award of an Incentive Stock Option shall be made more than 10
years after the Effective Date (or such other limit as may be required
by the Code) if such limitation is necessary to qualify the Option as
an Incentive Stock Option. The date and time of approval by the
Committee of the granting of an Award shall be considered the date and
time at which such Award is made or granted.
14. RIGHT TO TERMINATE EMPLOYMENT. Nothing in the Plan shall confer
upon any Participant the right to continue in the employment of the Company or
any Affiliate or affect any right which the Company or any Affiliate may have to
terminate the employment of the Participant with or without cause.
15. TAX WITHHOLDING. The Company shall have the right to withhold from
any cash payment under the Plan to a Participant or other person an amount
sufficient to cover any required withholding taxes. The Company shall have the
right to require a Participant or other person receiving Stock under the Plan to
pay the Company a cash amount sufficient to cover any required withholding
taxes. In lieu of all or any part of such a cash payment from a person receiving
Stock under the Plan, the Committee may permit the individual to elect to cover
all or any part of the required withholdings, and to cover any additional
withholdings up to the amount needed to cover the individual's full FICA and
Medicare, and federal, state and local income tax with respect to income arising
from payment of the Award, through a reduction of the number of Shares delivered
to him or a subsequent return to the Company of Shares held by the Participant
or other person, in each case valued in the same manner as used in computing the
withholding taxes under the applicable laws.
16. AMENDMENT, MODIFICATION AND TERMINATION OF THE PLAN. The Board may
at any time terminate, suspend or modify the Plan; provided, however, that
amendments are subject to approval of the stockholders of the Company if such
approval is necessary to maintain the Plan in compliance with the requirements
of Exchange Act Rule 16b-3, Code Section 422, their successor provisions or any
other applicable law or regulation. No termination, suspension, or modification
of the Plan will materially and adversely affect any right acquired by any
Participant (or his legal representative) or any Successor under an Award
granted before the date of termination, suspension, or modification, unless
otherwise agreed to by the Participant in the Agreement or otherwise or required
as a matter of law; but it will be conclusively presumed that any adjustment for
changes in capitalization provided for in Section 11.2 or Section 16 does not
adversely affect any right.
17. ADJUSTMENT FOR CHANGES IN CAPITALIZATION. Appropriate adjustments
in the aggregate number and type of Shares available for Awards under the Plan,
in the Maximum Annual Employee Grant, in the number and type of Shares subject
to Director Options thereafter issued and in the number and type of Shares and
amount of cash subject to Awards then outstanding, in the Option price as to any
outstanding Options and, subject to Section 12.2, in outstanding Performance
Units and payments with respect to outstanding Performance Units may be made by
the Committee in its sole discretion to give effect to adjustments made in the
number or type of Shares of the Company through a Fundamental Change (subject to
Section 18), recapitalization, reclassification, stock dividend, stock split,
stock combination or other relevant change, provided that fractional Shares
shall be rounded to the nearest whole share.
18. FUNDAMENTAL CHANGE. In the event of a proposed Fundamental Change,
the Committee may, but shall not be obligated to:
a. if the Fundamental Change is a merger or consolidation or
statutory share exchange, make appropriate provision for the protection
of the outstanding Options and Stock Appreciation Rights by the
substitution of options, stock appreciation rights and appropriate
voting common stock of the corporation surviving any merger or
consolidation or, if appropriate, the parent corporation of the Company
or such surviving corporation to be issuable upon the exercise of
Options or used to calculate payments upon the exercise of Stock
Appreciation Rights, in lieu of options, stock appreciation rights and
capital stock of the Company; or
b. at least 30 days prior to the occurrence of the Fundamental
Change, declare, and provide written notice to each holder of an Option
or Stock Appreciation Right of the declaration, that each outstanding
Option and Stock Appreciation Right, whether or not then exercisable,
shall be canceled at the time of, or immediately prior to the
occurrence of the Fundamental Change in exchange for payment to each
holder of an Option or Stock Appreciation Right, within ten days after
the Fundamental Change, of cash equal to (i) for each Share covered by
the canceled Option, the amount, if any, by which the Fair Market Value
(as hereinafter defined in this Section) per Share exceeds the exercise
price per Share covered by such Option or (ii) for each Stock
Appreciation Right, the price determined pursuant to Section 10, except
that Fair Market Value of the Shares as of the date of exercise of the
Stock Appreciation Right, as used in clause (i) of Section 10, shall be
deemed to mean Fair Market Value for each Share with respect to which
the Stock Appreciation Right is calculated determined in the manner
hereinafter referred to in this Section. At the time of the declaration
provided for in the immediately preceding sentence, each Stock
Appreciation Right that has been outstanding for at least six months
and each Option shall immediately become exercisable in full and each
person holding an Option or a Stock Appreciation Right shall have the
right, during the period preceding the time of cancellation of the
Option or Stock Appreciation Right, to exercise his Option as to all or
any part of the Shares covered thereby or his Stock Appreciation Right
in whole or in part, as the case may be. In the event of a declaration
pursuant to this Section 18(b), each outstanding Option and Stock
Appreciation Right granted pursuant to the Plan that shall not have
been exercised prior to the Fundamental Change shall be canceled at the
time of, or immediately prior to, the Fundamental Change, as provided
in the declaration. Notwithstanding the foregoing, no person holding an
Option or a Stock Appreciation Right shall be entitled to the payment
provided for in this Section 18(b) if such Option or Stock Appreciation
Right shall have expired pursuant to the Agreement. For purposes of
this Section only, "Fair Market Value" per Share shall mean the cash
plus the fair market value, as determined in good faith by the
Committee, of the non-cash consideration to be received per Share by
the stockholders of the Company upon the occurrence of the Fundamental
Change, notwithstanding anything to the contrary provided in the Plan.
19. UNFUNDED PLAN. The Plan shall be unfunded and the Company shall not
be required to segregate any assets that may at any time be represented by
Awards under the Plan.
20. OTHER BENEFIT AND COMPENSATION PROGRAMS. Payments and other
benefits received by a Participant under an Award made pursuant to the Plan
shall not be deemed a part of a Participant's regular, recurring compensation
for purposes of the termination, indemnity or severance pay law of any country
and shall not be included in, nor have any effect on, the determination of
benefits under any other employee benefit plan, contract or similar arrangement
provided by the Company or an Affiliate unless expressly so provided by such
other plan, contract or arrangement, or unless the Committee expressly
determines that an Award or portion of an Award should be included to accurately
reflect competitive compensation practices or to recognize that an Award has
been made in lieu of a portion of competitive cash compensation.
21. BENEFICIARY UPON PARTICIPANT'S DEATH. To the extent that the
transfer of a Participant's Award at his death is permitted under an Agreement,
(i) a Participant's Award shall be transferable at his death to the beneficiary,
if any, designated on forms prescribed by and filed with the Committee and (ii)
upon the death of the Participant, such beneficiary shall succeed to the rights
of the Participant to the extent permitted by law. If no such designation of a
beneficiary has been made, the Participant's legal representative shall succeed
to the Awards which shall be transferable by will or pursuant to laws of descent
and distribution to the extent permitted under an Agreement.
22. GOVERNING LAW. To the extent that Federal laws do not otherwise
control, the Plan and all determinations made and actions taken pursuant to the
Plan shall be governed by the laws of Delaware and construed accordingly.
ATTACHMENT A
SECURE COMPUTING CORPORATION
AMENDED AND RESTATED
1995 OMNIBUS STOCK PLAN
DEFINED TERMS AND RULES OF CONSTRUCTION
1. DEFINITIONS.
Set forth below are the meanings of certain terms used in this Plan.
a. "Affiliate" means any corporation that is a "parent
corporation" or "subsidiary corporation" of the Company, as those terms
are defined in Section 424(e) and (f) of the Code, or any successor
provision.
b. "Agreement" means a written contract entered into between
the Company or an Affiliate and a Participant containing the terms and
conditions of an Award in such form and not inconsistent with this Plan
as the Committee shall approve from time to time, together with all
amendments thereto, which amendments may be unilaterally made by the
Company (with the approval of the Committee) unless such amendments are
deemed by the Committee to be materially adverse to the Participant and
are not required as a matter of law.
c. "Award" means a grant made under this Plan (including
Awards made under the Prior Plans) in the form of Restricted Stock,
Options, Stock Appreciation Rights, Performance Units or Stock.
d. "Board" means the Board of Directors of the Company.
e. "Code" means the Internal Revenue Code of 1986, as amended
from time to time.
f. "Committee" means three or more Non-Employee Directors
designated by the Board to administer the Plan under Section 3.
g. "Company" means Secure Computing Corporation, a Delaware
corporation, or any successor to substantially all of its businesses.
h. "Director" means a director of the Company.
i. "Director Fees" means the annual retainer fees paid to a
Director.
j. "Director Option" means a Non-Statutory Stock Option
granted to an Outside Director under Section 9.3 hereof.
k. "Effective Date" means the date specified in Section 13.1
hereof.
l. "Employee" means any salaried employee, officer, director,
contractor or advisor to or representative of the Company or any
Affiliate thereof, whether or not such person is an employee of the
Company within the meaning of the Code; provided, however, that
salaried employees of the Company or its Affiliates within the meaning
of the Code (including any such employee who is also an officer or
director of the Company or any Affiliate thereof) shall be the only
persons eligible to receive Options intended to constitute Incentive
Stock Options. References in this Plan to "employment" and related
terms shall mean the providing of services in the capacity as director,
contractor or other advisor to or representative of the Company.
m. "Event" means any of the following; provided, however, that
no Event shall be deemed to have occurred unless and until a majority
of the directors constituting the Incumbent Board (as defined below)
shall have declared that an Event has occurred:
(1) The acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Exchange Act) of beneficial ownership (within the meaning
of Exchange Act Rule 13d-3) of 20% (except for acquisitions by
any individual, entity or group that, prior to the
effectiveness of this Plan, owns 20% or more of any class of
capital stock of the Company) or more of either (i) the then
outstanding shares of common stock of the Company (the
"Outstanding Company Common Stock") or (ii) the combined
voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of the
Board (the "Outstanding Company Voting Securities"); provided,
however, that the following acquisitions shall not constitute
an Event:
(A) any acquisition of voting securities of
the Company directly from the Company,
(B) any acquisition of voting securities of
the Company by the Company or any of its wholly owned
Subsidiaries,
(C) any acquisition of voting securities of
the Company by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any
of its Subsidiaries, or
(D) any acquisition by any corporation with
respect to which, immediately following such
acquisition, more than 60% of respectively, the then
outstanding shares of common stock of such
corporation and the combined voting power of the then
outstanding voting securities of such corporation
entitled to vote generally in the election of
directors is then beneficially owned, directly or
indirectly, by all or substantially all of the
individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company
Common Stock and Outstanding Company Voting
Securities immediately prior to such acquisition in
substantially the same proportions as was their
ownership, immediately prior to such acquisition, of
the Outstanding Company Common Stock and Outstanding
Company Voting Securities, as the case may be;
(2) Individuals who, as of the Effective Date,
constitute the Board (the "Incumbent Board") cease for any
reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director of
the Board subsequent to the Effective Date whose election, or
nomination for election by the Company's stockholders, was
approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered a
member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election
contest which was (or, if threatened, would have been) subject
to Exchange Act Rule 14a-11;
(3) Approval by the stockholders of the Company of a
reorganization, merger, consolidation or statutory exchange of
Outstanding Company Voting Securities, unless immediately
following such reorganization, merger, consolidation or
exchange, all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company
Voting Securities immediately prior to such reorganization,
merger, consolidation or exchange beneficially own, directly
or indirectly, more than 60% of, respectively, the then
outstanding shares of common stock and the combined voting
power of the then outstanding voting securities entitled to
vote generally in the election of directors, as the case may
be, of the corporation resulting from such reorganization,
merger, consolidation or exchange in substantially the same
proportions as was their ownership, immediately prior to such
reorganization, merger, consolidation or exchange, of the
Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be; or
(4) Approval by the stockholders of the Company of
(i) a complete liquidation or dissolution of the Company or
(ii) the sale or other disposition of all or substantially all
of the assets of the Company, other than to a corporation with
respect to which, immediately following such sale or other
disposition, more than 60% of, respectively, the then
outstanding shares of common stock of such corporation and the
combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly
or indirectly, by all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of
the Outstanding Company Common Stock and Outstanding Company
Voting Securities immediately prior to such sale or other
disposition in substantially the same proportion as was their
ownership, immediately prior to such sale or other
disposition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be.
Notwithstanding the above, an Event shall not be deemed to occur with
respect to a recipient of an Award if the acquisition of the 20% or
greater interest referred to in paragraph (1) is by a group, acting in
concert, that includes that recipient or if at least 40% of the then
outstanding common stock or combined voting power of the then
outstanding voting securities (or voting equity interests) of the
surviving corporation or of any corporation (or other entity) acquiring
all or substantially all of the assets of the Company shall be
beneficially owned, directly or indirectly, immediately after a
reorganization, merger, consolidation, statutory share exchange or sale
or other disposition of assets referred to in paragraphs (3) or (4) by
a group, acting in concert, that includes that recipient. Furthermore,
the merger of the Company with and into its wholly owned subsidiary,
SCC of Delaware, Inc., a Delaware corporation (to be renamed Secure
Computing Corporation) shall not be deemed to be an Event.
n. "Exchange Act" means the Securities Exchange Act of 1934,
as amended from time to time.
o. "Fair Market Value" as of any date means, unless otherwise
expressly provided in the Plan:
(i) the closing price of a Share on the date
immediately preceding that date or, if no sale of Shares shall
have occurred on that date, on the next preceding day on which
a sale of Shares occurred,
(A) on the composite tape for New York Stock
Exchange listed shares, or
(B) if the Shares are not quoted on the
composite tape for New York Stock Exchange listed
shares, on the principal United States Securities
Exchange registered under the Exchange Act on which
the Shares are listed, or
(C) if the Shares are not listed on any such
exchange, on the Nasdaq National Market, or
(ii) if clause (i) is inapplicable, the mean between
the closing "bid" and the closing "asked" quotation of a Share
on the date immediately preceding that date, or, if no closing
bid or asked quotation is made on that date, on the next
preceding day on which a quotation is made, on the NASDAQ
System or any system then in use, or
(iii) if clauses (i) and (ii) are inapplicable, what
the Committee determines in good faith to be 100% of the fair
market value of a Share on that date. However, if the
applicable securities exchange or system has closed for the
day at the time the event occurs that triggers a determination
of Fair Market Value, whether the grant of an Award, the
exercise of an Option or Stock Appreciation Right or
otherwise, all references in this paragraph to the "date
immediately preceding that date" shall be deemed to be
references to "that date". In the case of an Incentive Stock
Option, if such determination of Fair Market Value is not
consistent with the then current regulations of the Secretary
of the Treasury, Fair Market Value shall be determined in
accordance with said regulations. The determination of Fair
Market Value shall be subject to adjustment as provided in
Section 17.
p. "Fundamental Change" shall mean a dissolution or
liquidation of the Company, a sale of substantially all of the assets
of the Company, a merger or consolidation of the Company with or into
any other corporation, regardless of whether the Company is the
surviving corporation, or a statutory share exchange involving capital
stock of the Company.
q. "Incentive Stock Option" means any Option designated as
such and granted in accordance with the requirements of Code Section
422 or any successor to said section.
r. "Maximum Annual Employee Grant" means the maximum number of
Shares subject to Options that may be awarded to any one Employee in
any fiscal year of the Company.
s. "Non-Employee Director" means a member of the Board who is
considered a non-employee director within the meaning of Exchange Act
Rule 16b-3(i) or any successor definition.
t. "Non-Statutory Stock Option" means an Option other than an
Incentive Stock Option.
u. "Option" means a right to purchase Stock, including both
Non-Statutory Stock Options and Incentive Stock Options.
v. "Outside Director" means a Director who is not an employee
of the Company or any Affiliate.
w. "Participant" means an Employee or an Outside Director to
whom an Award is made.
x. "Performance Cycle" means the period of time as specified
in an Agreement over which Performance Units are to be earned.
y. "Performance Units" means an Award made pursuant to Section
12.
z. "Plan" means this Secure Computing Corporation Amended and
Restated 1995 Omnibus Stock Plan, as amended from time to time.
aa. "Prior Plans" means the Secure Computing Corporation 1994
Nonqualified Stock Option Plan and the Secure Computing Corporation
1989 Incentive Stock Option Plan.
bb. "Restricted Stock" means Stock granted under Section 7
(but not including Stock granted under the Prior Plans) so long as such
Stock remains subject to such restrictions.
cc. "Retirement" as applied to a Participant, means (i) until
such time as the Company adopts an employee pension benefit plan (as
that term is defined in Section 3(2) of the Employee Retirement Income
Security Act of 1974), termination of employment with the Company at
any time upon or after attaining age 65; (ii) after adoption by the
Company of an employee pension benefit plan, termination of employment
with the Company at a time when the Participant is eligible for normal
retirement under such a plan, as amended from time to time, or any
successor plan thereto.
dd. "Share" means a share of Stock.
ee. "Stock" means the common stock, $.01 par value per share
(as such par value may be adjusted from time to time), of the Company.
ff. "Stock Appreciation Right" means an Award granted under
Section 10.
gg. "Subsidiary" means a "subsidiary corporation", as that
term is defined in Code Section 424(f) or any successor provision.
hh. "Successor" means the legal representative of the estate
of a deceased Participant or the person or persons who may, by bequest
or inheritance, or pursuant to the terms of an Award or of forms
submitted by the Participant to the Committee pursuant to Section 21,
acquire the right to exercise an Option or Stock Appreciation Right or
to receive cash or Shares issuable in satisfaction of an Award in the
event of a Participant's death.
ii. "Term" means the period during which an Option or Stock
Appreciation Right may be exercised or the period during which the
restrictions placed on Restricted Stock are in effect.
jj. "Total and Permanent Disability" as applied to a
Participant, means disability within the meaning of Section 22(e)(3) of
the Code or any successor provision.
2. GENDER AND NUMBER.
Except when otherwise indicated by context, reference to the masculine
gender shall include, when used, the feminine gender and any term used in the
singular shall also include the plural.
EXHIBIT 11.1
Secure Computing Corporation
Statement of Computation of Earnings Per Share
<TABLE>
<CAPTION>
Year Ended December 31,
------------------- ------------------ -----------------
1996 1995 1994
------------------- ------------------ -----------------
PRIMARY
<S> <C> <C> <C>
Weighted average common shares outstanding 14,222,000 7,271,000 6,272,000
Common share equivalents -- -- 545,000
Common shares outstanding pursuant to Staff Accounting
Bulletin No. 83 -- 394,000 525,000
------------------- ------------------ -----------------
Weighted average common shares and share equivalents
outstanding 14,222,000 7,665,000 7,342,000
=================== ================== =================
Net income (loss) $(25,094,000) $ (632,000) $1,541,000
Accrued preferred stock dividends and accretion -- -- (491,000)
------------------- ------------------ -----------------
Net income (loss) as adjusted $(25,094,000) $ (632,000) $1,050,000
=================== ================== =================
Net income (loss) per share $ (1.76) $ (.08) $ .14
=================== ================== =================
FULLY DILUTED
Primary shares outstanding 14,222,000 7,665,000 7,342,000
Preferred stock on an as if converted basis -- 2,760,000 2,450,000
------------------- ------------------ -----------------
Weighted average common shares and share equivalents
outstanding 14,222,000 10,425,000 9,792,000
=================== ================== =================
Net income (loss) $(25,094,000) $ (632,000) $1,541,000
=================== ================== =================
Net income (loss) per share $1.76) $ (.06) $ .16
=================== ================== =================
SUPPLEMENTARY
Fully diluted shares outstanding 10,425,000 9,792,000
Common shares assumed issued for repayment of bank debt 75,000 125,000
------------------ -----------------
Weighted average common shares and share equivalents
outstanding 10,500,000 9,917,000
================== =================
Net income (loss) $ (632,000) $1,541,000
Interest related to bank debt 101,000 164,000
------------------ -----------------
Net income (loss) as adjusted $ (521,000) $1,705,000
================== =================
Net income (loss) per share $ (.05) $ .17
================== =================
</TABLE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statements on
Form S-8 (Nos. 33-80065, 333-06563 and 333-114151) pertaining to the Secure
Computing Corporation Amended and Restated 1995 Omnibus Stock Plan, and the
Employee Stock Purchase Plan, and the Registration Statement on Form S-3 (No.
333-16767) dated November 26, 1996, of our report dated January 30, 1996, with
respect to the financial statements included in this Annual Report (Form 10-K)
of Secure Computing Corporation.
/s/ ERNST & YOUNG LLP
Minneapolis, Minnesota
March 27, 1997
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statements (Form S-8 Nos. 33-80065, 333-06563 and 333-114151)
pertaining to the Secure Computing Corporation Amended and Restated Omnibus
Stock Plan and the Secure Computing Corporation Employee Stock Purchase Plan and
in the Registration Statement (Form S-3 No. 333-16767) of our report dated March
29, 1996, with respect to the financial statements of Border Network
Technologies Inc., appearing in this Annual Report (Form 10-K) of Secure
Computing Corporation.
/s/ Price Waterhouse
Chartered Accountants
Toronto, Ontario
March 27, 1997
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements (Form S-8 Nos. 33-80065, 333-06563 and 333-114151) pertaining to the
Secure Computing Corporation Amended and Restated Omnibus Stock Plan and the
Secure Computing Corporation Employee Stock Purchase Plan and in the
Registration Statement (Form S-3 No. 333-16767) of our report dated March 1,
1996, with respect to the financial statements of Enigma Logic, Inc.,
incorporated by reference in this Annual Report (Form 10-K) of Secure Computing
Corporation.
Price Waterhouse LLP
San Jose, CA
March 26, 1997
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the
Registration Statements (Form S-8 Nos. 33-80065, 333-06563 and 333-114151)
pertaining to the Secure Computing Corporation Amended and Restated Omnibus
Stock Plan and the Secure Computing Corporation Employee Stock Purchase Plan and
in the Registration Statement (Form S-3 No. 333-16767) of our report dated
October 2, 1995, relating to the financial statements of Border Network
Technologies Inc. for the fiscal year ended December 31, 1994, appearing in this
Annual Report (Form 10-K) of Secure Computing Corporation.
/s/ McClurkin Ahier & Company
Chartered Accountants
Mississauga, Ontario
March 26, 1997
SECURE COMPUTING CORPORATION
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of Secure Computing
Corporation, a Delaware corporation, does hereby make, constitute and appoint
Jeffrey H. Waxman and Steven M. Maurer, and either of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to an
Annual Report on Form 10-K or other applicable form, and all amendments,
thereto, to be filed by said Corporation in March 1997 with the Securities and
Exchange Commission, Washington, D.C., under the Securities Act of 1934, as
amended, with all exhibits thereto and other supporting documents, with said
Commission, granting unto said attorneys-in-fact, and either of them, full power
and authority to do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 17th day of March, 1997.
/s/ Stephen M. Puricelli
------------------------
Stephen M. Puricelli
SECURE COMPUTING CORPORATION
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of Secure Computing
Corporation, a Delaware corporation, does hereby make, constitute and appoint
Jeffrey H. Waxman and Steven M. Maurer, and either of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to an
Annual Report on Form 10-K or other applicable form, and all amendments,
thereto, to be filed by said Corporation in March 1997 with the Securities and
Exchange Commission, Washington, D.C., under the Securities Act of 1934, as
amended, with all exhibits thereto and other supporting documents, with said
Commission, granting unto said attorneys-in-fact, and either of them, full power
and authority to do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 21st day of March, 1997.
/s/ Dennis J. Shaughnessy
-------------------------
Dennis J. Shaughnessy
SECURE COMPUTING CORPORATION
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of Secure Computing
Corporation, a Delaware corporation, does hereby make, constitute and appoint
Jeffrey H. Waxman and Steven M. Maurer, and either of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to an
Annual Report on Form 10-K or other applicable form, and all amendments,
thereto, to be filed by said Corporation in March 1997 with the Securities and
Exchange Commission, Washington, D.C., under the Securities Act of 1934, as
amended, with all exhibits thereto and other supporting documents, with said
Commission, granting unto said attorneys-in-fact, and either of them, full power
and authority to do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 21st day of March, 1997.
/s/ Timothy H. Hanson
---------------------
Timothy H. Hanson
SECURE COMPUTING CORPORATION
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of Secure Computing
Corporation, a Delaware corporation, does hereby make, constitute and appoint
Jeffrey H. Waxman and Steven M. Maurer, and either of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to an
Annual Report on Form 10-K or other applicable form, and all amendments,
thereto, to be filed by said Corporation in March 1997 with the Securities and
Exchange Commission, Washington, D.C., under the Securities Act of 1934, as
amended, with all exhibits thereto and other supporting documents, with said
Commission, granting unto said attorneys-in-fact, and either of them, full power
and authority to do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 20th day of March, 1997.
/s/ Glenn G. Mackintosh
-----------------------
Glenn G. Mackintosh
SECURE COMPUTING CORPORATION
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of Secure Computing
Corporation, a Delaware corporation, does hereby make, constitute and appoint
Jeffrey H. Waxman and Steven M. Maurer, and either of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to an
Annual Report on Form 10-K or other applicable form, and all amendments,
thereto, to be filed by said Corporation in March 1997 with the Securities and
Exchange Commission, Washington, D.C., under the Securities Act of 1934, as
amended, with all exhibits thereto and other supporting documents, with said
Commission, granting unto said attorneys-in-fact, and either of them, full power
and authority to do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 25th day of March, 1997.
/s/ Robert Forbes
-----------------
Robert Forbes
SECURE COMPUTING CORPORATION
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of Secure Computing
Corporation, a Delaware corporation, does hereby make, constitute and appoint
Jeffrey H. Waxman and Steven M. Maurer, and either of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to an
Annual Report on Form 10-K or other applicable form, and all amendments,
thereto, to be filed by said Corporation in March 1997 with the Securities and
Exchange Commission, Washington, D.C., under the Securities Act of 1934, as
amended, with all exhibits thereto and other supporting documents, with said
Commission, granting unto said attorneys-in-fact, and either of them, full power
and authority to do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 26th day of March, 1997.
/s/ Ervin F. Kamm, Jr.
----------------------
Ervin F. Kamm, Jr.
SECURE COMPUTING CORPORATION
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of Secure Computing
Corporation, a Delaware corporation, does hereby make, constitute and appoint
Jeffrey H. Waxman and Steven M. Maurer, and either of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to an
Annual Report on Form 10-K or other applicable form, and all amendments,
thereto, to be filed by said Corporation in March 1997 with the Securities and
Exchange Commission, Washington, D.C., under the Securities Act of 1934, as
amended, with all exhibits thereto and other supporting documents, with said
Commission, granting unto said attorneys-in-fact, and either of them, full power
and authority to do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 17th day of March, 1997.
/s/ Eric P. Rundquist
---------------------
Eric P. Rundquist
SECURE COMPUTING CORPORATION
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of Secure Computing
Corporation, a Delaware corporation, does hereby make, constitute and appoint
Jeffrey H. Waxman and Steven M. Maurer, and either of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to an
Annual Report on Form 10-K or other applicable form, and all amendments,
thereto, to be filed by said Corporation in March 1997 with the Securities and
Exchange Commission, Washington, D.C., under the Securities Act of 1934, as
amended, with all exhibits thereto and other supporting documents, with said
Commission, granting unto said attorneys-in-fact, and either of them, full power
and authority to do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 21st day of March, 1997.
/s/ Robert J. Frankenberg
-------------------------
Robert J. Frankenberg
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