<PAGE> 1
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 for the fiscal year
ended December 31, 1999
[ ] 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 0-21209
AHT CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 13-3893841
(STATE OR OTHER JURISDICTION (IRS EMPLOYER IDENTIFICATION
OF INCORPORATION OR ORGANIZATION) NUMBER)
555 White Plains Road, Tarrytown, New York 10591
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(914) 524-4200
(REGISTRANTS' TELEPHONE NUMBER, INCLUDING AREA CODE)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common
Stock, $.01 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 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: [X]
<PAGE> 2
THE AGGREGATE MARKET VALUE OF THE SHARES OF COMMON STOCK HELD BY NON-AFFILIATES
OF THE REGISTRANT IS $52,965,758, BASED ON THE CLOSING PRICE OF THE COMMON STOCK
ON MARCH 24, 2000. AS OF MARCH 24, 2000, THERE WERE 11,123,366 SHARES OF COMMON
STOCK OUTSTANDING.
DOCUMENTS INCORPORATED BY REFERENCE
None
STATEMENTS MADE OR INCORPORATED INTO THIS ANNUAL REPORT INCLUDE A NUMBER OF
FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES
ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934.
FORWARD-LOOKING STATEMENTS INCLUDE, WITHOUT LIMITATION, STATEMENTS CONTAINING
THE WORDS "ANTICIPATES," "BELIEVES," "EXPECTS," "INTENDS," "FUTURE" AND WORDS OF
SIMILAR IMPORT WHICH EXPRESS MANAGEMENT'S BELIEF, EXPECTATIONS OR INTENT
REGARDING THE COMPANY'S FUTURE PERFORMANCE. THE COMPANY'S ACTUAL RESULTS COULD
DIFFER MATERIALLY FROM THOSE SET FORTH IN THE FORWARD-LOOKING STATEMENTS.
FORWARD-LOOKING STATEMENTS, INCLUDING STATEMENTS AS TO INDUSTRY TRENDS, FUTURE
ECONOMIC PERFORMANCE, ANTICIPATED PROFITABILITY, ANTICIPATED REVENUES AND
EXPENSES, AND PRODUCTS OR SERVICE LINE GROWTH MAY BE SIGNIFICANTLY IMPACTED BY
CERTAIN RISKS AND UNCERTAINTIES, INCLUDING, BUT NOT LIMITED TO, FAILURE OF THE
CLINICAL E-COMMERCE INDUSTRY TO DEVELOP AT ANTICIPATED RATES, FAILURE OF THE
COMPANY'S CLINICAL INFORMATION TECHNOLOGY PRODUCTS AND SERVICES TO GAIN
SIGNIFICANT MARKET ACCEPTANCE, FAILURE TO MEET OPERATING OBJECTIVES OR TO
EXECUTE THE OPERATING PLAN, FAILURE TO SUCCESSFULLY RESTRUCTURE AHT'S BUSINESS
UNITS, COMPETITION AND OTHER ECONOMIC FACTORS. NO ASSURANCES CAN BE GIVEN AS TO
THE OUTCOME OF ANY PENDING LAWSUITS AGAINST ADVANCED HEALTH CORPORATION OR AHT
CORPORATION.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth a summary of the compensation of the Company's
Chief Executive Officer and each other executive officer of the Company who
earned in excess of $100,000 in annual salary and bonus during the Company's
fiscal year ended December 31, 1999 (collectively, the "Named Executive
Officers"), for services rendered in all capacities to the Company during the
Company's fiscal years ended December 31, 1999, 1998, and 1997.
<PAGE> 3
SUMMARY COMPENSATION TABLE
Long-Term Compensation
Annual Compensation Awards
<TABLE>
<CAPTION>
Securities Underlying
Options/SARs
Name and Principal Position Year ($)Salary (#)
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Jonathan Edelson, M.D, Chairman, 1999 298,240 200,000
Chief Executive Officer, and President 1998 298,589 ---
1997 269,224 150,000
Robert J. Alger, Executive Vice President 1999 181,219 60,000
and Chief Information Officer 1998 178,431 25,000
1997 169,261 60,000
Jeffrey M. Sauerhoff 1999 185,519 10,000
Chief Financial Officer 1998 172,902 50,731
1997 130,319 22,255
Eddy W. Friedfeld, Senior Vice President- 1999 164,883 22,000
Business & Legal Affairs, General Counsel 1998 152,566 55,000
and Secretary 1997 52,333 22,500
</TABLE>
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants Potential Realizable
Value At Assumed Annual
Rates of Stock Price
Appreciation for Option
Term
Number of Percent of Total
Securities Options/SARs
Underlying Granted to
Options/ SARs Employees in Exercise or
Granted (#) Fiscal Year Base Price Expiration
Name (b) (c) ($/Sh) Date 5% ($) 10% (4)
(a) (d) (e) (f) (g)
<S> <C> <C> <C> <C> <C> <C>
Jonathan Edelson 150,000 28.67% $ 1.810 01/08/09 $170,745 $ 432,701
Jonathan Edelson 50,000 9.56% 4.130 07/23/09 $129,867 $ 329,108
Robert J. Alger 30,000 5.73% 1.810 01/08/09 $ 34,149 $ 86,540
Robert J. Alger 30,000 5.73% 4.130 07/23/09 $ 77,920 $ 197,465
Jeffrey M. Sauerhoff 10,000 1.91% 4.130 07/23/09 $ 25,973 $ 65,822
Eddy W. Friedfeld 12,000 2.29% 2.880 04/09/09 $ 21,735 $ 55,080
Eddy W. Friedfeld 10,000 1.91% 4.130 07/23/09 $ 38,473 $ 78,322
</TABLE>
The following table sets forth certain information regarding options held at
December 31, 1999, by each of the Named Executive Officers.
<PAGE> 4
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END
OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Securities Underlying Value of Unexercised In-the-Money
Unexercised Options at Fiscal Year-End Options at Fiscal Year-End (1)
-------------------------------------------------- -------------------------------------------
Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C>
Jonathan Edelson, M.D. 151,735 247,917 $ 299,529 $565,187
Robert J. Alger 61,522 93,854 136,402 193,156
Jeffrey M. Sauerhoff 45,336 50,969 113,261 126,706
Eddy W. Friedfeld 33,958 65,542 91,602 157,253
</TABLE>
(1) Value of unexercised in-the-money options is based on a value of $4.69
per share of the Company's Common Stock, the fair value of the
Company's Common Stock on December 31, 1999. Amounts reflected are
based on the assumed value minus the exercise price multiplied by the
number of shares subject to the option.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The
following table sets forth certain information regarding the ownership of Common
Stock as of May 1, 2000 with respect to (i) each person known by the Company to
own beneficially more than 5% of the outstanding shares of Common Stock, (ii)
each of the Company's directors, (iii) certain executive officers of the Company
and (iv) all directors and officers as a group. Unless otherwise indicated, the
address for each stockholder is c/o the Company, 555 White Plains Road,
Tarrytown, New York 10591.
<TABLE>
<CAPTION>
SHARES OF
COMMON
NAME AND ADDRESS STOCK(1) PERCENT(1)
-----------------------------------------------------------------------------------------------------------------
Cybear, Inc.(2)
<S> <C> <C>
407 E. Grand River, Brighton, MI 48116 2,008,670 15.3%
Dimensional Fund Advisors
1299 Ocean Avenue, 11th Floor, Santa Monica, CA 90401 763,800 6.9%
Tudor Investment Group et al.
One Liberty Plaza, 51st Floor, New York, NY 10006 640,964 5.8%
Jonathan Edelson, MD (3) 621,959 5.6%
Robert J. Alger (4) 86,761 *
Jeffrey M. Sauerhoff (5) 50,257 *
Eddy W. Friedfeld (6) 37,958 *
James Carney (7) 27,083 *
Barry Kurokawa (8) 29,090 *
Arthur M. Southam, MD (9) 3,333 *
All directors and executive officers as a group (7 persons)(10) 856,441 7.7%
</TABLE>
*Represents less than 1% of the outstanding shares of Common Stock.
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission (the "Commission") and generally includes
voting or investment power with respect to securities and includes options
exercisable within 60 days of May 1, 2000. Except as indicated by footnote, and
subject to community property laws where applicable, the persons named in the
table above have sole voting and investment power with respect to all
<PAGE> 5
shares of Common Stock shown as beneficially owned by them. Percentage of
beneficial ownership is based on 11,130,449 shares of Common Stock outstanding
as of May 1, 2000 plus securities and options exercisable individually within 60
days of May 1, 2000.
(2) Assuming exercise of warrants and conversion of a note issued in connection
with the Cybear agreement.
(3) Includes currently exercisable options to purchase 226,735 shares of Common
Stock.
(4) Includes currently exercisable options to purchase 86,761 shares of Common
Stock.
(5) Includes currently exercisable options to purchase 50,257 shares of Common
Stock.
(6) Includes currently exercisable options to purchase 37,958 shares of Common
Stock.
(7) Includes currently exercisable options to purchase 27,083 shares of Common
Stock.
(8) Includes currently exercisable options to purchase 27,090 shares of Common
Stock.
(9) Includes currently exercisable options to purchase 3,333 shares of Common
Stock.
(10) See notes (3), (4), (5), (6), (7), (8) and (9).
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In 1997, 1998 and 1999, in accordance with the Company's Senior
Executive Loan Policy, which is administered by the Compensation Committee of
the Board of Directors, the Company made loans in the aggregate amounts of
$800,000 and $145,000 to each of Dr. Edelson, and Mr. Alger, respectively. These
loans are due three years from the loan date with interest payable monthly at a
rate of 6% per annum. As of May 31, 2000, the loans outstanding including
interest and net of payments were $576,000 and $168,000 for Dr. Edelson and Mr.
Alger, respectively. Dr. Edelson and Mr. Alger have agreed to repay such loans
no later than March 31, 2001. The Compensation Committee has agreed to extend
the term of payment for payment of certain loans to each of Dr. Edelson and Mr.
Alger to December 31, 2000.
The Company believes that all of the transactions set forth above were
made on terms no less favorable to the Company than could have been obtained
from unaffiliated third parties. All transactions, including loans, between the
Company and its officers, directors and principal stockholders and their
affiliates are approved by a majority of the Board of Directors, including a
majority of the independent and disinterested outside directors of the Board of
Directors.
SIGNATURES
Pursuant to the requirements 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.
AHT CORPORATION
Date: June 19, 2000 By: /s/ Jeffrey M. Sauerhoff
------------------------
Jeffrey M. Sauerhoff
Chief Financial Officer
