SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
|X| ANNUAL REPORT (AMENDED) PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH 31, 2000
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO _________
Commission File No. 0-27302
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LABTEC INC.
(Exact name of Registrant as specified in its charter)
Massachusetts 04-3116697
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1499 Southeast Tech Center Drive, Suite 350, Vancouver, WA 98683
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(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code: (360) 896-2000
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The Registrant files this Form 10-K/A to amend its Form 10-K filed by the
Registrant on June 29, 2000.
PART II
Item 5. Market for Registrant's Common Equity and Related Shareholder Matters.
The table included in Item 5 is amended to read:
High Low
Year ended March 31, 1999
First Quarter $18 3/4 $16 1/2
Second Quarter $17 1/4 $9 3/8
Third Quarter $16 7/8 $9 3/8
Fourth Quarter $13 1/8 $10 3/4
Year ended March 31, 2000
First Quarter $10 $8 1/2
Second Quarter $8 $7 1/2
Third Quarter $8 $5 1/2
Fourth Quarter $8 $7
Otherwise, Item 5 is unchanged.
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Item 8. Financial Statements and Supplementary Data.
The report of PricewaterhouseCoopers LLP is amended to read as follows:
Report of Independent Accountants
---------------------------------
To the Shareholders and Board of Directors of Labtec Inc.
In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of operations and comprehensive income (loss), of
changes in shareholders' equity (deficit) and of cash flows present fairly, in
all material respects, the financial position of Labtec Inc. and its
subsidiaries (the Company) at March 31, 1999 and the results of their operations
and their cash flows for each of the two years in the period ended March 31,
1999, in conformity with accounting principles generally accepted in the United
States. 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 auditing standards generally accepted in the United States,
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 principles
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.
We have not audited the consolidated financial statements of Labtec Inc. and its
subsidiaries for any period subsequent to March 31, 1999.
/s/ PricewaterhouseCoopers LLP
May 21, 1999
Otherwise, Item 8 is unchanged.
PART IV
Item 14 is amended to read as follows:
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 10-K.
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(C) Exhibits:
<TABLE>
<CAPTION>
Number Description of Exhibit Method of Filing
<S> <C> <C> <C>
1 Letter Agreement between the Issuer and Sun Incorporated by reference to Exhibit 1 to
Multimedia Partners, L.P. the Form SC 13D/A filed by Labtec Inc. on
February 10, 2000
2.1 Stock Purchase Agreement, dated as of August 4, Incorporated by reference to Exhibit 2.1
1999, among the Purchaser, the to the Form 8-K filed by Labtec Inc. on
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Company and eachof the stockholders of September 2, 1999 ("Labtec September 2,
Connector Resources Unlimited, Inc. 1999 Form 8-K")
2.2 Promissory Note, dated as of August 20, 1999, Incorporated by reference to Exhibit 2.2
issued by the Company and payable to Carl W. to the Labtec September 2, 1999 Form 8-K
Gromada, as collection agent for each of the
stockholders of Connector Resources Unlimited,
Inc.
Incorporated by reference to Exhibit 3.1
3.1 Restated Articles of Organization to the Labtec Inc. Annual Report on Form
10-K for the fiscal year ended March 31,
1999 ("Labtec 1999 Form 10-K")
Incorporated by reference to Exhibit 3.2
3.2 Articles of Amendment to the Labtec 1999 Form 10-K
3.3 Amended and Restated By-Laws of the Company Incorporated by reference to Exhibit 3.3
to the Labtec 1999 Form 10-K
3.4 Articles of Amendment Incorporated by reference to Exhibit 3.3
to the Form 10-Q filed by Labtec Inc. on
November 15, 1999 ("Labtec November 15,
1999 Form 10-Q")
4.1 Specimen certificate for shares of common stock Incorporated by reference to Exhibit 4.1
of the Company to the Labtec 1999 Form 10-K
10.1 Labtec Inc. Amended and Restated 1997 Employee Incorporated by reference to Exhibit 10.1
Stock Option Plan to the Labtec 1999 Form 10-K
10.2 1997 Employee Stock Option Plan - Option Incorporated by reference to Exhibit 10.2
Certificate and Agreement to the Labtec 1999 Form 10-K
10.3 Amended and Restated 1997 Employee Stock Option Incorporated by reference to Exhibit 10.3
Plan - Option Certificate and Agreement to the Labtec 1999 Form 10-K
10.4 Amended and Restated Stock Option Plan Incorporated by reference to Exhibit 10.1
to the Spacetec IMC Corporation
Registration Statement on Form S-1
(Commission File No. 33-98064) (the
"Spacetec Registration Statement")
10.5 Amended and Restated 1995 Director Stock Option Incorporated by reference to Exhibit 10.2
Plan to the Spacetec Annual Report on Form 10-K
for the fiscal year ended March 31, 1997
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10.6 1995 Employee Stock Purchase Plan Incorporated by reference to Exhibit 10-3
to the Spacetec Registration Statement
10.7 Amended and Restated Agreement and Plan of Incorporated by reference to Exhibit 2.1
Merger among Spacetec IMC Corporation, SIMC to the Spacetec Current Report on Form 8-K
Acquisition Corporation and Labtec Inc., dated dated October 21, 1998 (date of earliest
as of October 2, 1998, as amended and restated event reported) filed with the Commission
as of November 13, 1998 (File No. 0-27302) on November 17, 1998
10.8 Spacetec IMC Corporation Unsecured Subordinated Incorporated by reference to Exhibit 10.8
Promissory Note for $1,065,000 dated February to the Labtec 1999 Form 10-K
17, 1999
10.9 Credit Agreement, dated as of October 7, 1997, Incorporated by reference to Exhibit 10.9
among Labtec Inc., various lending institutions to the Labtec 1999 Form 10-K
and Bankers Trust Company, as agent
10.10 First Amendment, dated as of December 15, 1998, Incorporated by reference to Exhibit 10.10
among Labtec Inc., the lending institutions to the Labtec 1999 Form 10-K
party to the Credit Agreement and Bankers Trust
Company, as agent
10.11 Second Amendment and Agreement to Amend and Incorporated by reference to Exhibit 10.11
Restate, dated February 17, 1999, among Labtec to
the Labtec 1999 Form 10-K Inc., the lending
institutions party to the Credit Agreement and
Bankers Trust Company, as agent
10.12 Recapitalization Agreement and Plan of Merger Incorporated by reference to Exhibit 10.12
between Speaker Acquisition Corp. and LEI to the Labtec 1999 Form 10-K
Holdings, Inc., dated as of August 26, 1997
10.13 Lease Agreement, dated April 24, 1997, between Incorporated by reference to Exhibit 10.13
Pacific Realty Associates, L.P., and Labtec to the Labtec 1999 Form 10-K
Enterprises, Inc.
10.14 Lease Agreement, dated February 4, 1998, between Incorporated by reference to Exhibit 10.14
Columbia Tech Center, L.L.C., and Labtec Inc. to the Labtec 1999 Form 10-K
10.15 Sublease Agreement, dated December 26, 1995, Incorporated by reference to Exhibit 10.4
between Spacetec and TRC Environmental to the Spacetec IMC Corporation Annual
Corporation Report on Form 10-K for the fiscal year
ended March 31, 1996 (the "Spacetec 1996
Form 10-K")
10.16 Labtec Enterprises, Inc. $6,000,000 Principal Incorporated by reference to Exhibit 10.16
Amount of Senior Subordinated Notes and 50,000 to the Labtec 1999 Form 10-K
Shares of Common Stock Purchase Agreement, dated
October 7, 1997
10.17 Recognition, Non-Disturbance and Attorney Incorporated by reference to Exhibit 10.5
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Agreement, dated December 26, 1995, between the
to the Spacetec 1996 Form 10-K Company and
Historic Boott Mill Limited Partnership
10.18 Royalty Agreement, dated May 29, 1991, between Incorporated by reference to Exhibit 10-6
the Company and John A. Hilton to the Spacetec Registration Statement
10.19 Resale Agreement, dated as of May 1, 1991, Incorporated by reference to Exhibit 10.8
between the Company and Electronic Data Systems to the Spacetec Registration Statement.
Corporation (as successors to McDonnell Douglas See also footnote 1 below.
Corporation), as amended by Amendment No. 1
dated December 23, 1993, and Amendment No. 2
dated October 6, 1994
10.20 Distribution and Marketing Agreement, dated Incorporated by reference to Exhibit 10.9
April 28, 1994, between the Company and Sumisho to the Spacetec Registration Statement.
Electronic Devices Corporation See also footnote 1 below.
10.21 Form of Confidentiality and Inventions Agreement Incorporated by reference to Exhibit 10.11
between the Company and its employees to the Spacetec Registration Statement.
10.22 Form of Non-Disclosure Agreement between the Incorporated by reference to Exhibit 10.12
Company and its consultants to the Spacetec Registration Statement.
10.23 Severance Agreement, dated March 18, 1998, Incorporated by reference to Exhibit 10.15
between the Company and Dennis T. Gain to the Spacetec IMC Corporation Annual
Report on Form 10-K for the fiscal year
ended March 31, 1998 (the "Spacetec 1998
Form 10-K")
10.24 Employment Agreement, dated June 1, 1998 between Incorporated by reference to Exhibit 10.24
the Company and Gregory Jones to the Labtec 1999 Form 10-K
10.25 Form of Credit Agreement, dated as of August 20, Incorporated by reference to Exhibit 10.11
1999, among the Company and certain to the Labtec November 15, 1999 Form 10-Q
subsidiaries, various guarantors, various
lending institutions and The Chase Manhattan
Bank, as agent
10.26 Amendment to Purchase Agreement, dated as of Incorporated by reference to Exhibit 10.17
October 25, 1999 and effective as of August 20, to the Labtec November 15, 1999 Form 10-Q
1999, between Labtec Corporation and the KB
Mezzanine Fund II, L.P.
16 Letter of PricewaterhouseCoopers LLP re: change Incorporated by reference to Exhibit 16 to
in certifying accountant the Form 8-K filed by Labtec Inc. on
February 15, 2000
21.1 List of Subsidiaries Filed Herewith
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23.1 Consent of Independent Accountants Filed Herewith
23.2 Consent of Independent Accountants Filed Herewith
27.1 Financial Data Schedule Filed Herewith
99.1 Press Release dated December 1, 1999 issued by Incorporated by reference to Exhibit 99.1
the registrant to the Form 8-K filed by Labtec Inc on
December 1, 1999 ("Labtec December 1, 1999
Form 8-K")
99.2 Security Ownership of Certain Beneficial Owners Incorporated by reference to Exhibit 99.2
and Management of Labtec Inc. as of December 1, 1999 to the Labtec December 1, 1999 Form
8-K
99.3 Press Release dated November 30, 1999 issued by Incorporated by reference to Exhibit 99.3
the registrant to the Form 8-K filed by Labtec Inc. on
November 1, 1999
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(1) Certain confidential material contained in the document has been omitted and
filed separately with the Securities and Exchange Commission pursuant to Rule
406 of the Securities Act of 1933, as amended, and Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: August 14, 2000
LABTEC INC.
By: s/ Robert G Wick
Robert G. Wick
President and CEO
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
Registrant and in the capacities and on the dates indicated.
Signature Title Date
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/s/ Robert G. Wick President, CEO, and Director August 14, 2000
-------------------- (principal executive officer)
Robert G. Wick
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/s/ Marc J. Leder Co-Chairman, Senior Vice August 14, 2000
--------------------- President, Finance, Chief
Marc J. Leder Financial Officer, Director and
Treasurer (principal financial
officer and principal accounting
officer)
/s/ Rodger R. Krouse Co-Chairman, Vice President, August 14, 2000
--------------------- Director
Rodger R. Krouse
/s/ Clarence Terry Vice President, Director August 14, 2000
---------------------
Clarence Terry
/s/ Bradley A. Krouse Director August 14, 2000
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Bradley A. Krouse
/s/ George R. Rea Director August 14, 2000
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George R. Rea
/s/ Patrick J. Sullivan Director August 14, 2000
--------------------------
Patrick J. Sullivan
/s/ Joseph Pretlow Director August 14, 2000
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Joseph Pretlow
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