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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K/A
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED APRIL 28, 2000
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 0-27130
NETWORK APPLIANCE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
CALIFORNIA 77-0307520
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (IRS EMPLOYER IDENTIFICATION NO.)
ORGANIZATION)
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495 EAST JAVA DRIVE,
SUNNYVALE, CALIFORNIA 94089
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (408) 822-6000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
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TITLE OF EACH CLASS NAME OF EXCHANGE ON WHICH REGISTERED
------------------- ------------------------------------
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NONE NONE
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SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK (NO PAR VALUE)
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 a 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 voting stock held by non-affiliates of the
Registrant, as of May 26, 2000, was $18,217,977,594 (based on the closing price
for shares of the Registrant's common stock as reported by the Nasdaq National
Market for the last trading day prior to that date). Shares of common stock held
by each executive officer, director, and holder of 5% or more of the outstanding
common stock have been excluded in that such persons may be deemed to be
affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.
On May 26, 2000, 312,417,087 shares of the Registrant's common stock, no
par value, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The information called for by Part III is incorporated by reference from
the definitive Proxy Statement for our annual meeting of shareholders to be held
on October 11, 2000, which will be filed with the Securities and Exchange
Commission not later than 120 days after April 28, 2000.
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(a)(2) Financial Statement Schedule.
The following financial statement schedule of the Company is filed in Part
IV, Item 14(d) of this Annual Report on Form 10-K:
Schedule II -- Valuation and Qualifying Accounts
All other schedules have been omitted since the required information is not
present in amounts sufficient to require submission of the schedule or because
the information required is included in the consolidated financial statements or
notes thereto.
(a)(3) Exhibits.
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EXHIBIT
NUMBER DESCRIPTION
---------- -----------
<S> <C>
2.1(1) Agreement and Plan of Reorganization, dated as of March 17,
1997, between the Company and IMC, a California corporation
2.2(1) Agreement of Merger between the Company and IMC as filed
with the California Secretary of State on March 17, 1997
3.1(2) Restated Articles of Incorporation of the Company
3.2(3) Bylaws of the Company
3.3(8) Amendment to the Restated Articles of Incorporation of the
Company, filed December 18, 1997
3.4(11) Certificate of Amendment to the Restated Articles of
Incorporation of the Company
4.1(3) Reference is made to Exhibits 3.1 and 3.2
4.2(3) Specimen Common Stock certificate
4.3(3) Amended and Restated Investors' Rights Agreement, dated
September 23, 1994, among the Company and the investors and
the founders named therein, as amended
4.4(3) Amended and Restated Shareholders Agreement, dated September
23, 1994, among the Company and the employee holders and the
Preferred Stock investors named therein
4.5(3) Forms of Warrants to Purchase Shares of Series A and Series
C Preferred Stock
10.1*(3) Distributor Agreement, dated June 1, 1993, by and among the
Company, Itochu Corporation and CTC Supply Sales
10.2(3) Forms of Indemnification Agreements entered into between the
Company and its directors and officers
10.3(3) The Company's 1993 Stock Option/Stock Issuance Plan
10.4(3) The Company's 1993 Stock Incentive Plan
10.5(3) The Company's Employee Stock Purchase Plan
10.6(3) Series C Preferred Stock and Common Stock and Warrant to
Purchase Series C Preferred Stock Purchase Agreement, dated
September 23, 1994, among the Company and the purchasers
named therein
10.7(3) Office lease dated October 21, 1993, between the Company and
Vanni Business Park General Partnership ("Vanni") and Office
Lease Agreement, dated October 20, 1994, between the Company
and Vanni
10.8(3) Agreement dated June 19, 1995, between the Company and
Imperial Bank, as amended, Promissory Note issued thereunder
and ancillary documents
10.9(3) Settlement Agreement and General Release, dated June 28,
1995, between the Company and Michael Malcolm
10.10(3) Security and Loan Agreement, Credit Terms and Conditions and
General Security Agreement between the Company and Imperial
Bank, dated August 31, 1994, as amended
10.11(4) Facility sublease, dated August 9, 1996, by and between S3,
Inc. and the Company
10.12(5) The Company's Amended 1995 Stock Incentive Plan
10.13(5) The Company's Special Non-Officer Stock Option Plan
10.14(6) Facility lease, dated August 18, 1997, by and between the
McCandless -- San Tomas No. 2 and the Company
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42
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
---------- -----------
<S> <C>
10.15(8) Agreement of Purchase and Sale, dated June 11, 1998, by and
between 495 Java Drive Associates, L.P. and the Company
10.16(8) Operating lease agreement, dated June 11, 1998, by and
between 475 Java Drive Associates L.P. and the Company
10.17(8) Purchase Option Agreement, dated June 11, 1998, by and
between 475 Java Drive Associates L.P. and the Company
10.18(8) Line of credit agreement dated July 10, 1998, between the
Company and Wells Fargo Bank, National Association
10.19(9) Purchase and Sale Agreement, dated August 5, 1998, by and
between Martin/Crossman, LLC and the Company.
10.20*(10) OEM Distribution and License Agreement, dated October 27,
1998, by and between Dell Products L.P. and the Company
10.21(11) Amended Purchase and Sale Agreement, dated December 9, 1998,
by and between Martin/ Crossman, LLC and the Company.
10.22(11) Amended Purchase and Sale Agreement, dated December 21,
1998, by and between 495 Java Drive Associates. L.P. and the
Company.
10.23(11) Lease Agreement, dated January 20, 1999, by and between BNP
Leasing Corporation and the Company
10.24(11) Purchase Agreement, dated January 20, 1999, by and between
BNP Leasing Corporation and the Company
10.25(11) Pledge Agreement, dated January 20, 1999, by and between BNP
Leasing Corporation, Bank Nationale De Paris and the Company
10.26(11) OEM Distribution and License Agreement, dated November 6,
1998, by and between Fujitsu Limited and the Company
10.27(12) Construction Management Agreement (Phase
II -- Improvements), dated May 3, 1999, by and between BNP
Leasing Corporation and the Registrant
10.28(12) Lease Agreement (Phase II -- Improvements), dated May 3,
1999, by and between BNP Leasing Corporation and the
Registrant
10.29(12) Lease Agreement (Phase II -- Land), dated May 3, 1999, by
and between BNP Leasing Corporation and the Registrant
10.30(12) Pledge Agreement (Phase II -- Land), dated May 3, 1999, by
and between BNP Leasing Corporation and the Registrant
10.31(12) Pledge Agreement (Phase II -- Improvements), dated May 3,
1999, by and between BNP Leasing Corporation and the
Registrant
10.32(12) Purchase Agreement (Phase II -- Land), dated May 3, 1999, by
and between BNP Leasing Corporation and the Registrant
10.33(12) Purchase Agreement (Phase II -- Improvements), dated May 3,
1999, by and between BNP Leasing Corporation and the
Registrant
10.34(12) Construction Management Agreement (Phase
III -- Improvements), dated June 16, 1999, by and between
BNP Leasing Corporation and the Registrant
10.35(12) Lease Agreement (Phase III -- Improvements), dated June 16,
1999, by and between BNP Leasing Corporation and the
Registrant
10.36(12) Lease Agreement (Phase III -- Land), dated June 16, 1999, by
and between BNP Leasing Corporation and the Registrant
10.37(12) Pledge Agreement (Phase III -- Land), dated June 16, 1999,
by and between BNP Leasing Corporation and the Registrant
10.38(12) Pledge Agreement (Phase III -- Improvements), dated June 16,
1999, by and between BNP Leasing Corporation and the
Registrant
10.39(12) Purchase Agreement (Phase III -- Land), dated June 16, 1999,
by and between BNP Leasing Corporation and the Registrant
10.40(12) Purchase Agreement (Phase III -- Improvements), dated June
16, 1999, by and between BNP Leasing Corporation and the
Registrant
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43
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
---------- -----------
<S> <C>
10.41(13) Purchase and Sale Agreement, dated September 9, 1999, by and
between Trinet Essential Facilities XII, Inc., and the
Company
10.42(13) Agreement of Assignment of Lease, dated September 3, 1999 by
and between Lockheed Martin Corporation, and the Company
10.43(14) Industrial Lease Agreement, dated December 20, 1999 between
TRW Inc. and the Company in connection with 1347 Crossman
Avenue in Sunnyvale, California
10.44(14) Industrial Lease Agreement, dated December 20, 1999 between
TRW Inc. and the Company in connection with 1350 Geneva
Drive in Sunnyvale, California
10.45(14) Industrial Lease Agreement, dated December 20, 1999 between
TRW Inc. and the Company in connection with 1345 Crossman
Avenue in Sunnyvale, California
10.46(14) Industrial Lease Agreement, dated December 20, 1999 between
TRW Inc. and the Company in connection with 1330 Geneva
Drive in Sunnyvale, California
10.47(14) Assignment of Agreement of Sale, dated December 20, 1999, by
and between BNP Leasing and the Company
10.48(14) Purchase and Sale Agreement, dated November 16, 1999, by and
between TRW Inc. and ESL Incorporated and the Company
10.49(14) Closing Certificate (Phase IV) and Agreement, dated December
20, 1999, by and between BNP Leasing Corporation and the
Company
10.5(14) Lease Agreement (Phase IV -- Land), dated December 20, 1999,
by and between BNP Leasing Corporation and the Company
10.51(14) Lease Agreement (Phase IV -- Improvements ), dated December
20, 1999, by and between BNP Leasing Corporation and the
Company
10.52(14) Purchase Agreement (Phase IV -- Land), dated December 20,
1999, by and between BNP Leasing Corporation and the Company
10.53(14) Purchase Agreement (Phase IV -- Improvements), dated
December 20, 1999, by and between BNP Leasing Corporation
and the Company
10.54(14) Pledge Agreement (Phase IV -- Land), dated December 20,
1999, by and between BNP Leasing Corporation and the Company
10.55(14) Pledge Agreement (Phase IV -- Improvements), dated December
20, 1999, by and between BNP Leasing Corporation and the
Company
10.56(14) Participation Agreement (Phase IV), dated December 20, 1999,
by and between BNP Leasing Corporation and Banque Nationale
De Paris
10.57(15) Closing Certificate (Phase V) and Agreement, dated March 1,
2000, by and between BNP Leasing Corporation and the Company
10.58(15) Lease Agreement (Phase V -- Land), dated March 1, 2000, by
and between BNP Leasing Corporation and the Company
10.59(15) Lease Agreement (Phase V -- Improvements ), dated March 1,
2000, by and between BNP Leasing Corporation and the Company
10.60(15) Purchase Agreement (Phase V -- Land), dated March 1, 2000,
by and between BNP Leasing Corporation and the Company
10.61(15) Purchase Agreement (Phase V -- Improvements), dated March 1,
2000, by and between BNP Leasing Corporation and the Company
10.62(15) Pledge Agreement (Phase V -- Land), dated March 1, 2000, by
and between BNP Leasing Corporation and the Company
10.63(15) Pledge Agreement (Phase V -- Improvements), dated March 1,
2000, by and between BNP Leasing Corporation and the Company
10.64(15) Construction Management Agreement (Phase V -- Improvements),
dated March 1, 2000, by and between BNP Leasing Corporation
and the Company
10.65(15) Participation Agreement (Phase V), dated March 1, 2000, by
and between BNP Leasing Corporation and Banque Nationale De
Paris
10.66(15) Modification Agreement (Phase V), dated April 19, 2000, by
and between BNP Leasing Corporation and the Company
21.1(15) Subsidiaries of the Company
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44
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
---------- -----------
<S> <C>
23.1(15) Independent Auditors' Consent
24.1(15) Power of Attorney (see signature page)
27.1 Financial Data Schedule
27.2 Restated Financial Data Schedules
27.3 Restated Financial Data Schedules
27.4 Restated Financial Data Schedules
27.5 Restated Financial Data Schedules
27.6 Restated Financial Data Schedules
27.7 Restated Financial Data Schedules
</TABLE>
---------------
(1) Previously filed as an exhibit with the Company's Form 8-K dated March 17,
1997.
(2) Previously filed as an exhibit with the Company's Annual Report on Form
10-K dated July 25, 1996.
(3) Previously filed as an exhibit to the Company's Registration Statement on
Form S-1 (No. 33-97864)
(4) Previously filed as an exhibit with the Company's Quarterly Report on Form
10-Q dated March 7, 1997.
(5) Previously filed as an exhibit with the Company's Annual Report on Form
10-K dated July 23, 1997.
(6) Previously filed as an exhibit with the Company's Quarterly Report on Form
10-Q dated December 5, 1997.
(7) Previously filed as an exhibit with the Company's Quarterly Report on Form
10-Q dated March 6, 1998
(8) Previously filed as an exhibit with the Company's Annual Report on Form
10-K dated July 22, 1998
(9) Previously filed as an exhibit with the Company's Quarterly Report on Form
10-Q dated September 11, 1998
(10) Previously filed as an exhibit with the Company's Quarterly Report on Form
10-Q dated December 11, 1998
(11) Previously filed as an exhibit with the Company's Quarterly Report on Form
10-Q dated March 11, 1999
(12) Previously filed as an exhibit with the Company's Quarterly Report on Form
10-Q dated August 31, 1999
(13) Previously filed as an exhibit with the Company's Quarterly Report on Form
10-Q dated December 2, 1999
(14) Previously filed as an exhibit with the Company's Quarterly Report on Form
10-Q dated February 29, 2000
(15) Previously filed as an exhibit with the Annual Report on Form 10-K dated
July 12, 2000.
* Specified portions of this agreement have been omitted and have been filed
separately with the Commission pursuant to a request for confidential
treatment
(b) Reports on Form 8-K.
None.
45
<PAGE> 6
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on July 12, 2000.
NETWORK APPLIANCE, INC.
By: /s/ DANIEL J. WARMENHOVEN
------------------------------------
Daniel J. Warmenhoven
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Daniel J. Warmenhoven and Jeffry R. Allen, and
each of them, as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Annual Report on Form 10-K, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitutes, may lawfully do or
cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the Company
and in the capacities and on the dates indicated:
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<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/s/ DANIEL J. WARMENHOVEN Chief Executive Officer, Director July 12, 2000
--------------------------------------------------- (Principal Executive Officer)
(Daniel J. Warmenhoven)
/s/ DONALD T. VALENTINE Chairman of the Board, Director July 12, 2000
---------------------------------------------------
(Donald T. Valentine)
/s/ JEFFRY R. ALLEN Executive Vice President Finance and July 12, 2000
--------------------------------------------------- Operations, Chief Financial Officer
(Jeffry R. Allen) (Principal Financial and Accounting
Officer) and Secretary
/s/ SANJIV AHUJA Director July 12, 2000
---------------------------------------------------
(Sanjiv Ahuja)
/s/ CAROL A. BARTZ Director July 12, 2000
---------------------------------------------------
(Carol A. Bartz)
/s/ LARRY R. CARTER Director July 12, 2000
---------------------------------------------------
(Larry R. Carter)
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46
<PAGE> 7
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<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/s/ MICHAEL R. HALLMAN Director July 12, 2000
---------------------------------------------------
(Michael R. Hallman)
/s/ ROBERT T. WALL Director July 12, 2000
---------------------------------------------------
(Robert T. Wall)
/s/ DR. SACHIO SEMMOTO Director July 12, 2000
---------------------------------------------------
(Dr. Sachio Semmoto)
</TABLE>
47
