UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM 10-K/A
(Mark One)
/X/ Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [Fee Required] for the fiscal year ended March 31, 1997 or
/ / Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required] for the transition period from
to .
Commission file number: 0-27266
WESTELL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3154957
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
750 N. Commons Drive
AURORA, ILLINOIS 60504
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (630) 898-2500
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
CLASS A COMMON STOCK, $.01 PAR VALUE
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (section229.405 of this chapter) 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 registrant estimates that the aggregate market value of the registrant's
Class A Common Stock (including Class B Common Stock which automatically
converts into Class A Common Stock upon a transfer of such stock except
transfers to certain permitted transferees) held by non-affiliates (within the
meaning of the term under the applicable regulations of the Securities and
Exchange Commission) on June 24, 1997 (based upon an estimate that 35.7% of the
shares are so owned by non-affiliates and upon the average of the closing bid
and asked prices for the Class A Common Stock on the NASDAQ National Market on
that date) was approximately $295,677,786. Determination of stock ownership by
non-affiliates was made solely for the purpose of responding to this requirement
and registrant is not bound by this determination for any other purpose.
As of June 24, 1997, 15,074,811 shares of the registrant's Class A Common Stock
were outstanding and 21,245,913 shares of registrant's Class B Common Stock
(which automatically converts into Class A Common Stock upon a transfer of such
stock except transfers to certain permitted transferees) were outstanding.
PART I
EXECUTIVE OFFICERS OF THE REGISTRANT [AFTER ITEM 4]
The following sets forth certain information with respect to the current
executive officers of the Company. Please refer to the information contained
above for biographical information of executive officers who are also directors
of the Company.
Name Age Position
Gary F. Seamans . . 49 Chairman of the Board of Directors, President and
Chief Executive Officer
Robert H. Gaynor . 73 Vice Chairman of the Board of Directors
Robert D. Faw . . . 43 Chief Executive Officer - Westell, Inc.
J. William Nelson . 44 President-Westell, Inc.
Curtis L. Benton . 57 Executive Vice President
Richard P. Riviere 42 Senior Vice President of Transaction Services and
President of Conference Plus
Melvin J. Simon . . 52 Assistant Secretary, Assistant Treasurer and Director
Stephen J. Hawrysz 39 Vice President, Secretary, Treasurer and Chief
Financial Officer
William Noll . . . 49 Senior Vice President of Product Development and
Chief Technology Officer
David Corey . . . 37 Senior Vice President Global Marketing
Marcus H. Hafner, Sr. 40 Senior Vice President of Business Development and
Global Partnering
Neil J. Kreitman . 40 Senior Vice President of Manufacturing and Global
Sourcing
Marc J. Zionts . . 35 Senior Vice President of DSL System Sales
Robert D. Faw has served Chief Executive Officer - Westell, Inc. since
March 1997. Previously Mr. Faw has served as President of Global Operations from
April 1996 to March 1997, as President of Westell International since February
1993 and as Chief Executive Officer of Westell International since August 1993.
Mr. Faw served as Executive Vice President, International Operations of the
Company from July 1995 to April 1996. Prior to joining the Company, Mr. Faw was
Director of International Operations and Business Development Director of
Advanced Technologies at AT&T Paradyne Corporation from October 1981 to January
1993.
Curtis L. Benton has served as Executive Vice President since July 1993.
Mr. Benton has also served as Chief Administration Officer from April 1996 to
March 1997,as Executive Vice President of the Operating Company since August
1992 and as Chief Operating Officer of the Company from January 1990 to April
1996.
J. William Nelson has served as President - Westell, Inc. since March 1997.
Mr. Nelson served as President of U.S. Operations from April 1996 to March 1997
and as Executive Vice President and Chief Customer Satisfaction Officer of
Westell, Inc. since July 1993. Mr. Nelson also has served as Senior Vice
President and Chief Customer Satisfaction Officer of the Company from May 1991
to June 1993. Prior to joining the Company, Mr. Nelson held a variety of
management positions, including Director of Large Account Sales and Director of
Customer Service at MCI Communications, Inc. from April 1986 to May 1991.
Richard P. Riviere has served as Senior Vice President of Transaction
Services for the Company since July 1995 and as President and Chief Executive
Officer of Conference Plus since October 1988.
Stephen J. Hawrysz has served as Vice President and Chief Financial Officer
of the Company since July 1993, as Secretary and Treasurer of the Company since
July 1995 and as Vice President and Chief Financial Officer of Westell, Inc.
since August 1990. A Certified Public Accountant, Mr. Hawrysz served in the
Audit Division of Arthur Andersen LLP, a public accounting firm, from June 1980
to November 1989, and as Assistant Controller for Wisconsin Central
Transportation Corporation, a regional railroad company, from November 1989 to
August 1990.
William J. Noll has served as Senior Vice President of Product Development
and Chief Technology Officer of the Company since May 1997. Prior to joining the
Company, Mr. Noll was Vice President and General Manager of Residential
Broadband at Northern Telecom from October 1995 to May 1997. Mr. Noll held
other various Vice President and Assistant Vice President positions at Northern
Telecom from June 1988 to October 1996, and was Vice President Network Systems
at Bell Northern Research from November 1986 to June 1988.
David B. Corey has served as Senior Vice President of Global Marketing for
Westell, Inc. since November 1996. Mr. Corey joined the Company in June 1993 as
Vice President and General Manager for Asia Pacific. Prior to joining the
Company, Mr. Corey was Director of Marketing Services and Digital Product Line
Management for AT&T Paradyne Corporation from July 1983 to June 1993.
Marcus H. Hafner, Sr. has served as Senior Vice President of Business
Development since April 1996. Mr. Hafner served as Business Development Vice
President of the Company from May 1995 to March 1996. Prior to joining the
Company, Mr. Hafner was President and Chief Operating Officer of On-Demand
Technologies, Inc., a broadband network systems provider, from April 1992 to
April 1995, and a Senior Program Manager at E-Systems, Inc., an electronics
company, from November 1990 to April 1992.
Neil J. Kreitman has served as Senior Vice President of Global
Manufacturing and Sourcing of the Company since November 1995, and as Vice
President of Operations Science of the Company since January 1995. Prior to
joining the Company, Mr. Kreitman was Director of Material Management at AT&T
Paradyne from May 1984 to January 1995.
Marc J. Zionts has served as Senior Vice President of DSL System Sales
since March 1997. Mr Zionts joined the Company in April 1996 as Vice President
and General Manager of DSL Sales and Marketing United States. Prior to joining
the Company, Mr Zionts was a founder and Executive Vice President of Communicate
Direct, Inc., a systems integrator and developer of imaging technologies, from
August 1987 to April 1996. Prior to August 1987, Mr. Zionts held a variety of
marketing and sales positions with GTE.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the names, ages and positions held by the
directors of the Company:
DIRECTOR
NAME AND AGE SINCE PRINCIPAL OCCUPATION AND OTHER INFORMATION
Gary F. Seamans (49) 1988 Gary F. Seamans has served as Chairman of the
Board of Directors of the Company since February
1991, as a director of the Company since
February 1988 and as Chief Executive Officer of
the Company since January 1988. From January
1988 to April 1996, Mr. Seamans also served as
President of the Company. Prior to joining the
Company, Mr. Seamans served as Vice President of
Sales and Marketing -- Midwest Division at MCI
Communications, Inc. from 1984 to 1987. From
1971 to 1984, Mr. Seamans held a variety of
management positions in the operations,
engineering, sales, marketing, strategic
planning, finance and personnel departments of
AT&T.
Robert H. Gaynor (73) 1990 Robert H. Gaynor has served as Vice Chairman of
the Board of Directors of the Company since
December 1991 and as a director of the Company
since October 1990. From 1958 to 1986, Mr.
Gaynor held a variety of executive officer
positions at AT&T.
Melvin J. Simon (52) 1992 Melvin J. Simon has served as Assistant
Secretary and Assistant Treasurer of the Company
since July 1995 and as a Director of the Company
since August 1992. From August 1992 to July
1995, Mr. Simon served as Secretary and
Treasurer of the Company. A Certified Public
Accountant, Mr. Simon founded and has served as
President of Melvin J. Simon & Associates, Ltd.,
a public accounting firm, since May 1980.
Stefan D. Abrams (58) 1994 Stefan D. Abrams has served as a director of the
Company since February 1994. Mr. Abrams has been
a Managing Director of The TCW Group, Inc., an
investment management firm, since October 1992.
From September 1989 to September 1992, Mr.
Abrams was a Managing Director of Kidder,
Peabody & Company, an investment banking firm.
Michael A. Brunner (63) 1994 Michael A. Brunner has served as a director of
the Company since December 1994. From May 1985
to February 1992, Mr. Brunner served as
President of AT&T Federal Systems, a division of
AT&T. Mr. Brunner currently serves as a director
of Concurrent Computer Corporation, a computer
manufacturer, and as a director and past
Chairman of the Leonard Center for Excellence in
Engineering of Penn State University.
Paul A. Dwyer (63) 1996 Paul A. Dwyer has served as a director of the
Company since January 1996 and as a director of
Westell, Inc., a subsidiary of the Company,
since November 1995. Mr. Dwyer has served as
Vice President -- Finance of Henry Crown and
Company, a private investment firm, since
February 1981.
Ormand J. Wade (58) 1994 Ormand J. Wade has served as a director of the
Company since December 1994. From February 1987
to December 1992, Mr. Wade served as Vice
Chairman of Ameritech Corp. and from January
1982 to February 1987, as President and Chief
Executive Officer of Illinois Bell Telephone
Company. Mr. Wade currently serves as a director
of ITW Corporation, a manufacturer of precision
engineered products, Andrew Corporation, a
manufacturer of microwave and peripheral
equipment, and Northwestern Memorial Hospital,
and as a trustee of the University of Chicago.
Mr. Wade also serves as a member of the
Executive Committee of the Chicago Community
Trust, a Chicago Community Foundation.
For information concerning Executive Officers see the Executive Officer
information set forth in Part I above.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires that the Company's officers and
directors, and persons who own more than ten percent of the Company's
outstanding stock, file reports of ownership and changes in ownership with the
Securities and Exchange Commission. During fiscal 1997, to the knowledge of the
Company, all Section 16(a) filing requirements applicable to its officers,
directors, and greater than ten percent beneficial owners were complied with
except that Marcus H. Hafner, Sr. (Senior Vice President of Business Development
and Global Partnering) filed a Form 4 on March 4, 1997 for one transaction
occurring in the month of December when it should have been filed on January 10,
1997 and Messrs. Corey (Senior Vice President Global Marketing) and Zionts
(Senior Vice President of DSL System Sales) filed their Form 3s on March 3, 1997
when they should have been filed on February 4, 1997.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth information for the fiscal years ended
March 31, 1995, 1996 and 1997, with respect to all compensation paid or earned
for services rendered to the Company by the Company's Chief Executive Officer
and the Company's four other most highly compensated executive officers who were
serving as executive officers at March 31, 1997 (together, the "Named Executive
Officers").
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
OTHER ALL OTHER
ANNUAL SECURITIES UNDERLYING COMPENSATION<F4
FISCAL SALARY BONUS COMPENSATION OPTIONS<F1><F2> >
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) SHARES ($)
<S> <C> <C> <C> <C> <C> <C>
GARY F. SEAMANS 1997 275,000 133,000 - 150,000 2,883
CHAIRMAN OF THE BOARD 1996 275,000 212,800 - - 5,136
AND CHIEF EXECUTIVE 1995 253,000 231,000 - - 3,205
OFFICER
ROBERT D. FAW 1997 125,000 35,000 24,567 <F3> 40,000 2,236
CHIEF EXECUTIVE OFFICER- 1996 120,000 42,000 - - 1,845
WESTELL, INC. 1995 105,000 67,500 - - 988
J. WILLIAM NELSON 1997 160,000 49,000 27,116 <F3> 40,000 2,284
PRESIDENT-WESTELL, INC. 1996 152,000 69,600 - - 4,435
1995 138,000 124,790 - - 2,707
CURTIS L. BENTON 1997 153,000 43,500 - 20,000 3,302
EXECUTIVE VICE PRESIDENT 1996 153,000 69,600 - - 6,454
AND CHIEF ADMINISTRATION 1995 139,000 124,382 - - 3,162
OFFICER-WESTELL, INC.
RICHARD P. RIVIERE 1997 126,000 91,683 - 12,000 1,969
SENIOR VICE PRESIDENT OF 1996 120,000 20,712 - - 2,802
TRANSACTION SERVICES AND 1995 115,000 30,000 - - 2,184
CHIEF EXECUTIVE OFFICER
CONFERENCE PLUS, INC.
<FN>
<F1> STOCK OPTIONS GRANTED DURING FISCAL 1997 WERE NON-QUALIFIED STOCK OPTIONS OF CLASS A COMMON STOCK AND WERE ISSUED UNDER
THE 1995 STOCK INCENTIVE PLAN.
<F2> THE COMPANY DID NOT ISSUE RESTRICTED STOCK OR SARS TO ANY OF THE NAMED EXECUTIVE OFFICERS IN FISCAL 1997. AT MARCH 31,
1997, RESTRICTED STOCK, WITH A FAIR MARKET VALUE EQUAL TO $13.375 PER SHARE, WAS HELD BY MR. FAW (36,250 SHARES OF CLASS
A COMMON STOCK VALUED AT $484,844). MR. FAW RECEIVES ALL DIVIDENDS, IF ANY, PAID ON SUCH SHARES.
<F3> INCLUDES PROMOTIONAL AWARDS VALUED AT $15,215 FOR BOTH MR. FAW AND MR. NELSON AND THE RELATED REIMBURSEMENT FOR THE TAX
GROSS-UP OF $9,109 AND $10,355 ON THE AWARDS FOR MR. FAW AND MR. NELSON, RESPECTIVELY.
<F4> ALL OTHER COMPENSATION FOR FISCAL 1997 CONSISTS OF MATCHING CONTRIBUTIONS UNDER THE COMPANY'S 401(K) PROFIT SHARING PLAN
AND LIFE INSURANCE PREMIUMS, AS FOLLOWS: MR. SEAMANS: $2,100 AND $783, RESPECTIVELY; MR. FAW: $2,083 AND $153,
RESPECTIVELY; MR. NELSON: $2,060 AND $224, RESPECTIVELY; MR. BENTON: $2,375 AND $927, RESPECTIVELY; AND MR. RIVIERE:
$1,814 AND $155, RESPECTIVELY.
</TABLE>
THE FOLLOWING TABLE SETS FORTH THE NUMBER OF STOCK OPTIONS GRANTED TO THE
NAMED EXECUTIVE OFFICERS DURING FISCAL 1997 AND INFORMATION REGARDING STOCK
OPTION EXERCISES AND EXERCISABLE AND UNEXERCISABLE STOCK OPTIONS HELD BY THE
NAMED EXECUTIVE OFFICERS AS OF MARCH 31, 1997.
<TABLE>
STOCK OPTION GRANTS IN THE LAST FISCAL YEAR AND FISCAL YEAR-END VALUES<F1>
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT
ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION
Individual Grants FOR OPTION TERM
PERCENT OF
NUMBER OF TOTAL OPTIONS
SECURITIES GRANTED TO
UNDERLYING EMPLOYEES EXERCISE OR
OPTIONS IN FISCAL BASE PRICE EXPIRATION
Name GRANTED(#) YEAR ($/SH)<F2> DATE 5%($) 10%($)
<S> <C> <C> <C> <C> <C> <C>
Gary F. Seamans 150,000 14.3% 9.6875 10/22/06 869,668 2,179,660
Robert D. Faw 40,000 3.8% 9.6875 7/24/06 224,504 558,741
J. William Nelson 40,000 3.8% 9.6875 7/24/06 224,504 558,741
Curtis L. Benton 20,000 1.9% 9.6875 7/24/06 112,252 279,370
Richard P. Riviere 12,000 1.4% 9.6875 7/24/06 67,351 167,622
<FN>
<F1> At the end of fiscal 1997, none of the options granted had vested and therefore none were exercisable during
fiscal 1997. The value of unexercised in-the-money stock options at March 31, 1997 that were unexercisable with
a fair market value equal to $13.375 held by Mr. Seamans (150,000 shares valued at $2,006,250); Mr. Faw (40,000
shares valued at $535,000); Mr. Nelson (40,000 shares valued at $535,000); Mr. Benton (20,000 shares valued at
$267,500) and Mr. Riviere (12,000 shares valued at $160,000).
<F2> All of the options listed in this table were repriced by the Company on July 24, 1996 and March 12, 1997 to
$21.625 and $9.6875, respectively. The exercise prices listed in the table reflect the repricing of the options.
</TABLE>
EMPLOYMENT AGREEMENTS
Pursuant to an agreement dated September 13, 1988 between the Company and
Richard Riviere, the Vice President of Transaction Services of the Company and
President of Conference Plus, Inc., a subsidiary of the Company ("Conference
Plus"), Mr. Riviere receives an annual base salary of not less than $75,000
during his employment with the Company. This agreement also provides Mr. Riviere
with a right of first refusal with respect to the Company's interest in
Conference Plus in the event the Company decides to sell such interest. In
addition, after his employment with the Company terminates, Mr. Riviere has
agreed not to compete with the Company for a period of two years.
DIRECTOR COMPENSATION
Directors who are not employees of the Company each receive $20,000 per year
for services rendered as directors, except Mr. Gaynor who receives $30,000 per
year as Vice Chairman. In addition, all directors may be reimbursed for certain
expenses incurred in connection with attendance at Board and committee meetings.
Other than with respect to reimbursement of expenses, directors who are
employees of the Company do not receive additional compensation for service as
directors. In connection with his election as a director of the Westell, Inc.,
a subsidiary of the Company, in November 1995, Mr. Dwyer was granted an option
to purchase 89,900 shares of Class A Common Stock at an exercise price of $6.50
per share. Mr. Dwyer's options vest at a rate of 1,872 shares per month
commencing January 1, 1996. Mr. Simon also receives $1,250 each quarter for his
services as a director of Conference Plus, Inc., a subsidiary of the Company.
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
The Compensation Committee is currently composed of Messrs. Wade (Chair),
Gaynor and Simon, the Assistant Secretary and Assistant Treasurer of the
Company. No interlocking relationship exists between the Company's Board of
Directors or Compensation Committee and the board of directors or compensation
committee of any other company, nor has any such interlocking relationship
existed in the past.
Since 1984, Melvin J. Simon & Associates, Ltd. has provided accounting and
other financial services to the Company. Mr. Simon, a director and the Assistant
Secretary and Assistant Treasurer of the Company and Co-Trustee of the Voting
Trust, is the sole owner of Melvin J. Simon & Associates, Ltd. The Company paid
Melvin J. Simon & Associates, Ltd. approximately $88,000, $64,000 and $44,000
in fiscal 1995, 1996 and 1997, respectively, for its services. The Company
believes that these services are provided on terms no less favorable to the
Company than could be obtained from unaffiliated parties.
The Company has granted Robert C. Penny III and Melvin J. Simon, as Trustees
of the Voting Trust, certain registration rights with respect to the shares of
Common Stock held in the Voting Trust.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Set forth in the following table are the beneficial holdings (and the
percentages of outstanding shares represented by such beneficial holdings) as of
July 25, 1997 except as otherwise noted, of (i) each person (including any
"group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934
(the "Exchange Act")) known by the Company to own beneficially more than 5% of
its outstanding Common Stock, (ii) directors, (iii) each Named Executive
Officer, and (iv) all directors and executive officers as a group. Except as
otherwise indicated, the Company believes that the beneficial owners of the
Common Stock listed below, based on information provided by such owners, have
sole investment and voting power with respect to such shares, subject to
community property laws where applicable. Under Rule 13d-3 of the Exchange Act,
persons who have the power to vote or dispose of Common Stock of the Company,
either alone or jointly with others, are deemed to be beneficial owners of such
Common Stock.
<TABLE>
<CAPTION>
STOCKHOLDERS, NUMBER OF NUMBER OF PERCENT OF
NAMED EXECUTIVE CLASS A CLASS B TOTAL VOTING
OFFICERS AND DIRECTORS SHARES SHARES<F1> POWER<F2>
<S> <C> <C> <C>
Robert C. Penny III . . . . . . . . . . . . . . . . -- 19,661,068 <F3> 78.6%
Melvin J. Simon . . . . . . . . . . . . . . . . . . -- 19,873,356 <F3><F4> 79.4%
Gary F. Seamans . . . . . . . . . . . . . . . . . . 105,644 <F5> 1,372,557 5.5%
Robert H. Gaynor . . . . . . . . . . . . . . . . . 259,608 -- *
Curtis L. Benton . . . . . . . . . . . . . . . . . 689,974 <F6> -- *
Richard P. Riviere . . . . . . . . . . . . . . . . 2,400 <F6> -- *
J. William Nelson . . . . . . . . . . . . . . . . . 284,351 <F6> -- *
Robert D. Faw . . . . . . . . . . . . . . . . . . . 106,144 <F6> -- *
Stefan D. Abrams . . . . . . . . . . . . . . . . . 223,360 -- *
Michael A. Brunner . . . . . . . . . . . . . . . . 60,900 -- *
Paul A. Dwyer . . . . . . . . . . . . . . . . . . . 37,437 <F6> -- *
Ormand J. Wade . . . . . . . . . . . . . . . . . . 106,285 -- *
All directors and executive
officers as a group (15 persons) . . . . . . . . . 2,126,649 <F6> 21,245,913 87.0%
<FN>
* Less than 1%
<F1> Holders of Class B Common Stock have four votes per share and holders of Class A Common Stock have one vote per share.
Class A Common Stock is freely transferable and Class B Common Stock is transferable only to certain transferees but is
convertible into Class A Common Stock on a share-for-share basis.
<F2> Percentage of beneficial ownership is based on 15,078,700 shares of Class A Common Stock and 21,245,913 shares of Class
B Common Stock outstanding as of July 25, 1997.
<F3> Includes 19,661,068 shares of Class B Common Stock held by Messrs. Penny and Simon as Trustees pursuant to a Voting Trust
Agreement dated February 23, 1994, as amended (the "Voting Trust"), among Robert C. Penny III and Melvin J. Simon, as
trustees (the "Trustees"), and members of the Penny family (as defined in the Voting Trust Agreement) and Simon family
(as defined in the Voting Trust Agreement). The Trustees have joint voting and dispositive power over all shares in the
Voting Trust. Messrs. Penny and Simon each disclaim beneficial ownership with respect to all shares held in the Voting
Trust in which they do not have a pecuniary interest. The Voting Trust contains 6,170,381 shares held for the benefit of
Mr. Penny's immediate family and 863,510 shares held for the benefit of Mr. Simon's immediate family. The address for
Messrs. Penny and Simon is Melvin J. Simon & Associates, Ltd., 4343 Commerce Court, Suite 114, Lisle, Illinois 60532.
<F4> Includes 212,288 shares held in trust for the benefit of Shawn F. Seamans, Gary F. Seaman's son, for which Mr. Simon is
trustee and has sole voting and dispositive power. Mr. Simon disclaims beneficial ownership of these shares.
<F5> Represents shares held in trusts for the benefit of J. William Nelson's children for which Mr. Seamans is trustee and has
sole voting and dispositive power. Mr. Seamans disclaims beneficial ownership of these shares.
<F6> Includes options to purchase shares that are exercisable within 60 days of July 25, 1997 as follows: Mr. Benton: 4,000
shares; Mr. Riviere: 2,400 shares; Mr. Nelson: 8,000 shares; Mr. Faw: 8,000 shares; Mr. Dwyer: 37,437 shares; and all
directors and executive officers as a group: 58,400 shares.
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Since 1984, Melvin J. Simon & Associates, Ltd. has provided accounting and
other financial services to the Company. Mr. Simon, a director and the Assistant
Secretary and Assistant Treasurer of the Company and Co-Trustee of the Voting
Trust, is the sole owner of Melvin J. Simon & Associates, Ltd. The Company paid
Melvin J. Simon & Associates, Ltd. approximately $88,000, $64,000 and $44,000
in fiscal 1995, 1996 and 1997, respectively, for its services. The Company
believes that these services are provided on terms no less favorable to the
Company than could be obtained from unaffiliated parties.
The Company has granted Robert C. Penny III and Melvin J. Simon, as
Trustees of the Voting Trust, certain registration rights with respect to the
shares of Common Stock held in the Voting Trust.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to its
report on Form 10-K to be signed on its behalf by the undersigned, thereunto
duly authorized on July 29, 1997.
WESTELL TECHNOLOGIES, INC.
/s/ STEPHEN J. HAWRYSZ
Stephen J. Hawrysz
Chief Financial Officer, Vice President,
Secretary and Treasurer
