UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
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 March 31, 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: 0-27266
---------
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 No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405 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. /x/
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 21, 2000 (based upon an estimate that 67% 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 $595,919,287. 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 21, 2000, 41,495,382 shares of the registrant's Class A Common Stock
were outstanding and 19,051,369 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.
<PAGE>
PART I EXECUTIVE OFFICERS OR THE REGISTRANT
The following sets forth certain information with respect to the
current executive officers of the Company.
Name Age Position
--------------------------- --- -------------------------------------
John W. Seazholtz.................. 63 Chairman of the Board of Directors
Marc J. Zionts .................... 38 Chief Executive Officer
J. W. Nelson....................... 48 President and Chief Operating Officer
Nicholas C. Hindman, Sr............ 49 Treasurer, Secretary, Vice President
and Chief Financial Officer
William J. Noll.................... 58 Senior Vice President of Product
Development and Chief Technology
Officer
Marcus H. Hafner, Sr. ............. 43 Executive Vice President Business
Development and Corporate Strategy
Steven R. Snow..................... 53 Senior Vice President of Sales,
Strategic Marketing and Customer
Satisfaction
Richard P. Riviere................. 45 Senior Vice President of Transaction
Services and President and Chief
Executive Officer - Conference Plus,
Inc.
Melvin J. Simon.................... 55 Assistant Secretary, Assistant
Treasurer and Director
Marc J. Zionts has served as Chief Executive Officer of the Company
since January 1, 2000 and Chief Executive Officer of the Company's wholly owned
subsidiary Westell, Inc. since December 1997. Mr. Zionts also served as Senior
Vice President of DSL System Sales of Westell, Inc. from March 1997 to December
1997. Mr. Zionts joined the Company in April 1996 as Vice President and General
Manager of DSL Sales and Marketing in the 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.
J. William Nelson has served as President and Chief Operating Officer
of the Company since January 1, 2000 and President of the Company's wholly owned
subsidiary Westell, Inc. since March 1997 and assumed the role of Chief
Operating Officer of Westell, Inc. in December 1997. Mr. Nelson also serves as
Chairman of the Board of Directors of the Company's 88% owned subsidiary
Conference Plus, Inc. 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. from July 1993 to March 1997. 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.
Nicholas C. Hindman, Sr. has served as Treasurer, Secretary, Vice
President and Chief Financial Officer since March, 2000 and as acting Treasurer,
Secretary, Vice President and Chief Financial Officer of the Company since May
1999. From October 1997 to April 1999, Mr. Hindman served as General Manager of
MFI Holdings, LLC, a manufacturer of consumer products. From 1992 through
September 1997, Mr. Hindman operated an auditing and consulting firm
specializing in initial public offerings, private placement of securities and
business turnarounds.
William J. Noll has served as Senior Vice President of Research and
Development and Chief Technology Officer of Westell, Inc. 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
<PAGE>
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.
Marcus H. Hafner, Sr. has served as Executive Vice President for
Business Development and Corporate Strategy of Westell, Inc. since December
1997. Mr. Hafner served as Senior Vice President of Business Development from
April 1996 to December 1997 and 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 equipment network systems provider, from April 1992 to April 1995.
Steven R. Snow has served as Senior Vice President of Sales, Strategic
Marketing and Customer Satisfaction of Westell, Inc since March 2000. Mr. Snow
served in a similar capacity for the Company's wholly owned subsidiary Teltrend,
Inc. from June 1999 to March 2000. Prior to joining Teltrend, Mr. Snow was
employed for more than five years by Alcatel as a Regional Vice President of
Sales and Customer Service.
Richard P. Riviere has served as Vice President of Transaction Services
for the Company since July 1995 and as President, Chief Executive Officer and a
Director of the Company's 88% owned subsidiary Conference Plus, Inc. since
October 1988.
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information with respect to
current members of the Board of Directors.
<TABLE>
DIRECTOR
NAME AND AGE SINCE PRINCIPAL OCCUPATION AND OTHER INFORMATION
------------ ----- ------------------------------------------
<S> <C> <C>
John W. Seazholtz (63) 1997 John W. Seazholtz has served as Director of the Company
since December 1997 and was elected Chairman in April
2000. Mr. Seazholtz was President and Chief Executive
Officer of Telesoft America, Inc. from May 1998 to May
2000 In April 1998, Mr. Seazholtz retired as Chief
Technology Officer - Bell Atlantic where he served since
June 1995. Mr. Seazholtz previously served as Vice
President Technology and Information Services - Bell
Atlantic and in other executive capacities with Bell
Atlantic beginning in 1962. Mr. Seazholtz currently
serves as a Director for; Odetics, Inc., a supplier of
digital data management products for the security,
broadcast and computer storage markets, and for
ASC-Advanced Switching Communications, an ATM network
equipment developer and for Mariner, Inc a ATM LAN CPE
developer.
Melvin J. Simon (55) 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
<PAGE>
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. Mr. Simon serves as a Director of the
Company's 88% owned subsidiary Conference Plus, Inc.
Paul A. Dwyer (66) 1996 Paul A. Dwyer has served as a Director of the Company
since January 1996 and as a Director of Westell, Inc., a
wholly owned subsidiary of the Company, since November
1995. Mr. Dwyer served as Chief Financial Officer of
Henry Crown and Company, a private investment firm from
February 1981 to December 1999, and currently serves as
Vice President -- Administration of Longview Management
Group, LLC, a registered investment advisor, since October
1998.
Robert C. Penny III (47) 1998 Robert C. Penny III has served as a Director of the
Company since September 1998. He has been the managing
partner of P.F. Management Co., a private investment
company, since May 1980.
Thomas A. Reynolds, III (48) 2000 Thomas A. Reynolds has served as Director of the Company
since January 2000. He is a partner with Winston &
Strawn, an international law firm headquartered in Chicago
and currently serves as a member of the Board of Directors
of Smurfit Stone Container Corporation and Georgetown
University and serves as a Trustee of the Brain Research
Foundation.
Howard L. Kirby, Jr. (64) 2000 Howard L. Kirby, Jr. has served as a Director of the
Company since March 2000. Mr. Kirby served as the
President, Chief Executive Officer and as a Director of
Teltrend, Inc., a wholly owned subsidiary of the Company,
from January 1990 to March 2000.
Bernard F. Sergesketter (63) 2000 Bernard F. Sergesketter has served as a Director of the
Company since March 2000. Mr. Sergesketter is President
and Chief Executive Officer of Sergesketter & Associates,
a telecommunications consulting firm, since 1994. He
served as a Vice President of AT&T from January 1993 to
August 1994. Mr. Sergesketter was a Director of
Teltrend, Inc, a wholly owned subsidiary of the Company,
from January 1996 to March 2000 and currently serves a
Director of the Illinois Institute of Technology, The
Mather Foundation and The Sigma Chi Foundation.
<PAGE>
Marc J. Zionts (38) 2000 Marc J. Zionts has served as a Director of the Company
since January 2000. Mr. Zionts currently serves as the
Chief Executive Officer of the Company and its wholly
owned subsidiary Westell, Inc.. Mr. Zionts served as
Senior Vice President of DSL System Sales of Westell, Inc.
from March 1997 to December 1997. Mr. Zionts joined the
Company in April 1996 as Vice President and General
Manager of DSL Sales and Marketing in the United States.
Mr. Zionts also serves on the board of S3 Networks, a
private company focused on delivering professional
services in the area of network security, scalability and
survivability.
J.W. Nelson (48) 2000 J.W. Nelson has served as a Director of the Company since
January 2000. Mr. Nelson currently serves as the
President of the Company and as President and Chief
Operating Officer of the Company's wholly owned subsidiary
Westell, Inc. Mr. Nelson also serves as Chairman of the
Board of Directors of the Company's 88% owned subsidiary
Conference Plus, Inc. Mr. Nelson served as President of
U.S. Operations of Westell, Inc. from April 1996 to March
1997 and as Executive Vice President and Chief Customer
Satisfaction Officer of Westell, Inc. from July 1993 to
March 1997.
</TABLE>
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 2000, 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.
EXECUTIVE COMPENSATION
The following table sets forth information for the fiscal years ended
March 31, 1998, 1999 and 2000, with respect to all compensation paid or earned
for services rendered to the Company by the Company's Chief Executive Officers
and the Company's four other most highly compensated executive officers who were
serving as executive officers at March 31, 2000 (together, the "Named Executive
Officers").
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
------------------- ------------
OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
FISCAL SALARY BONUS COMPENSATION (2) OPTIONS (1) COMPENSATION (3)
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) (SHARES) ($)
------------------------------- ------ -------- -------- ------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Marc J. Zionts 2000 244,038 298,080 - 500,000 3,210
Chief Executive Officer- 1999 233,654 298,080 - 290,000 3,277
1998 154,808 144,000 - 250,000 1,834
Robert H. Gaynor(4) 2000 100,000 - - 65,000 -
Chairman of the Board and 1999 100,000 - - 100,000 -
Chief Executive Officer 1998 30,000 - - 50,000 -
-
J. William Nelson 2000 244,038 298,080 - 195,000 5,118
President and Chief 1999 233,654 298,080 - 250,000 7,624
Operating Officer- 1998 180,385 144,000 - 210,000 3,503
William J. Noll 2000 216,953 177,225 9,530 25,000 3,127
Senior Vice President of 1999 228,893 177,225 - 145,000 4001
Research & Development 1998 159,211 67,500 - - -
and Chief Technology
Officer
Marcus H. Hafner, Sr. 2000 181,476 229,040 - 80,000 255
Executive Vice 1999 216,191 149,040 - 195,000 2,492
President 1998 140,419 72,000 - - -
Business Development
And Corporate Strategy
Richard P. Riviere 2000 172,000 150,831 - - 4,889
Vice President of 1999 150,000 103,894 - 12,000 4,008
Transaction Services 1998 140,000 103,894 - 12,000 2,981
Chief Executive Officer
of Conference Plus, Inc.
---------------------------
(1) Stock options granted during fiscal 2000 were non-qualified stock
options of Class A Common Stock and were issued under the 1995 Stock
Incentive Plan of the Company.
(2) Represents reimbursed relocation expense and tax gross up.
(3) Includes matching contributions under the Company's 401(k) Profit
Sharing Plan and life insurance premiums, for fiscal 2000 as follows:
Mr. Zionts: $2,966 and $244, respectively; Mr. Nelson: $4,474 and $644,
respectively; Mr. Noll $2,047 and $1,080, respectively; Mr. Hafner $0
and $255, respectively; and Mr. Riviere $4,464 and $425, respectively.
(4) Mr. Gaynor retired in April 2000.
</TABLE>
STOCK OPTION GRANTS IN LAST FISCAL YEAR AND FISCAL YEAR END VALUES
The following tables set forth the number of stock options granted to each of
the Named Executive Officers during fiscal 2000 and the stock option exercises
and exercisable and unexercisable stock options held by the Named Executive
Officers as of March 31, 2000. For purposes of table computations the fair
market value at March 31, 2000 was equal to $31.5625 per share.
<PAGE>
<TABLE>
OPTION GRANTS IN THE LAST FISCAL YEAR
<CAPTION>
INDIVIDUAL GRANTS
-----------------
NUMBER OF PERCENT OF POTENTIAL REALIZABLE VALUE AT
SECURITIES TOTAL OPTIONS ASSUMED ANNUAL RATES OF
UNDERLYING GRANTED TO EXERCISE OR STOCK PRICE APPRECIATION
OPTIONS EMPLOYEES BASE PRICE EXPIRATION FOR OPTION TERM (3)
NAME GRANTED(#) IN FISCAL YEAR(1) ($/SH)(2) DATE 5%($) 10%($)
--------------------- ------------- ----------------- ----------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Marc J. Zionts 100,000(3) 2.33% $4.0000 4/06/09 $251,558 $637,497
200,000(4) 4.66% $6.7656 10/19/09 $850,970 $2,156,525
200,000(5) 4.66% $9.9375 12/08/09 $1,249,928 $3,167,563
Robert H Gaynor 65,000(2)(4) 1.52% $4.000 4/06/09 $163,513 $414,373
J. W. Nelson 100,000(4) 2.33% $6.7656 10/19/09 $425,485 $1,078,262
95,000(3) 2.22% $4.0000 4/06/09 $238,980 $605,622
William J. Noll 25,000(3) 0.58% $4.0000 4/06/09 $62,889 $159,374
Marcus H. Hafner 80,000(3) 1.87% $4.0000 4/06/09 $201,246 $509,998
Richard P. Riviere --
(1) Based on 4,287,827 total options granted to employees, including the
Named Executive Officers, in fiscal
2000.
(2) The potential realizable value is calculated based on the term of the
option at its time of grant (ten years). It is calculated by assuming
the stock price on the date of grant appreciates at the indicated annual
rate compounded annually for the entire term of the option and that the
option is exercised and sold on the last day of its term for the
appreciate stock price.
(3) These options vest in two equal annual installments beginning on the
first anniversary of the option grant and have a ten year term.
(4) These options vest over a two-year period in equal quarterly
installments and have a 10-year life.
(5) These options are performance based and vest in four equal annual
installments beginning on the first
anniversary of the option and have a ten-year life.
</TABLE>
<TABLE>
OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL IN-THE-MONEY OPTIONS AT
SHARES VALUE YEAR END (#) FISCAL YEAR END ($)
ACQUIRED ON REALIZED (EXERCISABLE/ (EXERCISABLE/
NAME EXERCISE # ($)(1) UNEXERCISABLE) UNEXERCISABLE)(2)
--------------------- -------------- ------------- ------------------ ------------------------
<S> <C> <C> <C> <C>
Marc J. Zionts - - 140,000 / 650,000 $3,541,286 / $15,849,015
Robert H. Gaynor - - 42,362 / 122,638 $1,073,610 / $3,252,323
J. William Nelson - - 114,250 / 330,750 $2,892,102 / $8,541,950
William J. Noll - - 63,000 / 107,000 $1,596,653 / $2,767,245
Marcus H. Hafner, Sr. - - 92,500 / 182,500 $2,344,292 / $4,802,743
Richard P. Riviere 12,000 / 12,000 $304,124 / $304,124
-----------------------
(1) Value is calculated by subtracting the exercise price per share from the
fair market value at the time of exercise and multiplying this amount by
the number of shares exercised pursuant to the stock option.
(2) Value is calculated by subtracting the exercise price per share from
$31.5625, the fair market value at March 31, 2000, and multiplying such
amount by the number of shares subject to the option.
</TABLE>
EXECUTIVE OFFICER AGREEMENTS
In June 1998, the Company entered into Severance Agreements with each
Named Executive Officer and certain other executive officers of the Company (the
"Severance Agreements"). The Severance Agreements provide that in the event such
officer is terminated without Cause (as defined
<PAGE>
therein) or such officer resigns for Good Reason (as defined therein), the
Company shall pay to such officer severance payments equal to such officer's
salary and bonus for the fiscal year in which the termination occurs, and the
Severance Agreements also provide for the payment of certain amounts upon the
occurrence of certain events. The executive officers entering into the Severance
Agreements agreed not to compete with the Company for one year in the event that
their termination entitles them to severance payments and not to solicit any
Company employees for a period of one year after a termination of such officer's
employment with the Company. The Company's severance payment obligations and an
officer's right to this additional bonus shall terminate upon such officer's
death, resignation without Good Reason, retirement or termination for Cause.
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, 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 Robert C. Penny III, who received no
compensation. In the fiscal year ended March 31, 2000, outside directors except
for Robert Penny III and Thomas Reynolds, who became a member of the Board in
January 2000, were granted stock options to purchase 65,000 shares that vest
annually over two years. In addition, all directors may be reimbursed for
certain expenses incurred in connection with attendance at Board and committee
meetings. 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. In addition, Mr. Simon also receives $1,250 each quarter for his services
as a director of Conference Plus, Inc., a subsidiary of the Company. Other than
with respect to reimbursement of expenses and the granting of stock options,
directors who are employees of the Company do not receive additional
compensation for service as directors.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee is currently composed of Messrs. Dwyer
(Chair), Penny 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 $66,000, $40,000
and $15,475 in fiscal 1998, 1999 and 2000, 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.
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICAIL OWNERS AND MANAGEMENT
SECURITIES BENEFICIALLY OWNED BY
PRINCIPAL STOCKHOLDERS 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
June 30, 2000, 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 (as defined below), 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>
STOCKHOLDERS, NUMBER OF NUMBER OF PERCENT OF
NAMED EXECUTIVE CLASS A CLASS B TOTAL VOTING
OFFICERS AND DIRECTORS SHARES (1)(2) SHARES(2) POWER(3)
---------------------- ------------------ ----------- -----------
<S> <C> <C> <C>
Robert C. Penny III..................................... -- 18,598,122 (4) 62.5%
Melvin J. Simon......................................... 70,766 (5) 19,051,368(4)(7) 64.1%
J. William Nelson....................................... 362,351 -- *
Marc J. Zionts.......................................... 231,769 -- *
Robert H. Gaynor........................................ 274,020 -- *
William J. Noll......................................... 94,500 -- *
Marcus H. Hafner, Sr.................................... 151,000 -- *
Paul A. Dwyer........................................... 87,066 -- *
John W. Seazholtz....................................... 43,166 -- *
Howard L. Kirby......................................... 424,215 -- *
Bernard F. Sergesketter................................. 33,000 -- *
Thomas A. Reynolds III.................................. 92,200 -- *
Richard P. Riviere...................................... 14,400 -- *
All directors and executive
officers as a group (14 persons)....................... 1,746,433 (5) 19,051, 368(4)(7) 65.1%
* Less than 1%
(1) Includes options to purchase shares that are exercisable within 60 days
of June 30, 2000 as follows: Mr. Simon: 59,166 shares; ; Mr. Nelson:
186,000 shares; Mr. Zionts: 222,500 shares; Mr. Noll: 94,500 shares;
Mr. Hafner: 151,000 shares; Mr., Dwyer: 83,066 shares; Mr. Seazholtz:
43,166 shares; Mr. Kirby 283,800; Mr Sergesketter 29,700; Mr. Riviere
14,400 shares ; and all directors and officers as a group: 1,309,298
shares.
(2) 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.
(3) Percentage of beneficial ownership is based on 41,495,382 shares of
Class A Common Stock and 19,051,369 shares of Class B Common Stock
outstanding as of June 30, 2000.
(4) Includes 18,598,122 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
certain members of the Penny family and the Simon family. 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 5,776,059 shares
held for the benefit of Mr. Penny and 452,804 shares held for the
<PAGE>
benefit of Mr. Simon. The address for Messrs. Penny and Simon is Melvin
J. Simon & Associates, Ltd., 4343 Commerce Court, Suite 114, Lisle,
Illinois 60532.
(5) Includes 4,800 shares held for the benefit of Stacy L. Simon , Melvin
J. Simon's daughter for which Natalie Simon, Mr. Simon's wife, is
custodian and has sole voting and dispositive power, 4,800 shares held
by Sheri A. Simon, Mr. Simon's daughter, and 2,000 shares held in trust
for the benefit of Makayla G. Penny, Mr. Penny III's daughter, for
which Mr. Simon is trustee and has sole voting and dispositive power.
Mr. Simon disclaims beneficial ownership of these shares.
(6) Mr. Gaynor retired in April 2000.
(7) Includes 98,480 shares held for the benefit of Sheri A. Simon and
98,480 held in trust for Stacy L. Simon, Melvin J. Simon's daughters
for which Natalie Simon, Mr. Simon's wife, is trustee and has sole
voting and dispositive power. Also includes 256,286 shares held in
trust for the benefit of Makayla G. Penny, Mr. Penny III's daughter,
for which Mr. Simon is trustee and has sole voting and dispositive
power; Mr. Simon disclaims beneficial ownership of these 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 $66,000, $40,000 and $15,475 in
fiscal 1998, 1999 and 2000, 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
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 30, 2000.
WESTELL TECHNOLOGIES, INC.
/s/ Nicholas C. Hindman, Sr.
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Chief Financial Officer
