<PAGE> 1
FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the fiscal year ended September 30, 1996
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
COMMISSION FILE NUMBER 0-27678
TRIDENT INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-6403301
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
1114 FEDERAL ROAD 06804
BROOKFIELD, CONNECTICUT (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (203) 740-9333
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of exchange on
Title of each class which registered
None None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT
COMMON STOCK, $0.01 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 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 aggregate market value of the voting stock held by non-affiliates of the
Registrant, based upon the closing sale price of Common Stock on December 18,
1996 as reported on the Nasdaq National Market, was approximately $ 79,607,000.
Shares of Common Stock held by each officer and director and by each person
who own more than 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 December 18, 1996 there were 7,069,935 shares of Common Stock
outstanding, exclusive of treasury shares or shares held by subsidiaries of the
Registrant.
Part III incorporates information by reference from the definitive Proxy
Statement in connection with the Registrant's Annual Meeting of Shareholders to
be held on January 29, 1997.
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EXPLANATORY NOTE
This amendment to the Trident International, Inc. Annual Report on Form
10-K for the fiscal year ended September 30, 1996 is being filed to clarify
certain portions of the Exhibit Index and Exhibit 10.14 in respect of a
Confidential Treatment Request filed by the Company with the Securities and
Exchange Commission.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K
(c) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
+10.14 Arrangements for the Purchase and Supply of Inks with
Porelon Group dated August 7, 1996
</TABLE>
--------
+ Certain portions of this document have been omitted pursuant to a
confidential treatment request filed with the Securities and Exchange
Commission (the "Commission"). The omitted portions have been filed
separately with the Commission.
<PAGE> 3
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.
Trident International, Inc.
(Registrant)
Dated: July 24, 1997 By: /s/ Elaine A. Pullen
............................ ....................................
Elaine A. Pullen
President & Chief Executive Officer
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ R. Hugh Van Brimer Director and July 23, 1997
_____________________________ Chairman of the Board
(R. Hugh Van Brimer)
/s/ Elaine A. Pullen President, July 23, 1997
_____________________________ Chief Executive Officer
(Elaine A. Pullen) and Director
(Principal Executive Officer)
/s/ J. Leo Gagne Vice President July 23, 1997
_____________________________ and Chief Financial Officer
(J. Leo Gagne) (Principal Financial and
Accounting Officer)
/s/ Robert S. Anderson Director July 23, 1997
_____________________________
(Robert S. Anderson)
/s/ Russell Greenberg Director July 23, 1997
_____________________________
(Russell Greenberg)
/s/ Bruce Johnston Director July 23, 1997
_____________________________
(Bruce Johnston)
/s/ Norman Norris Director July 23, 1997
_____________________________
(Norman Norris)
/s/ Michael K. Lorelli Director July 23, 1997
_____________________________
(Michael K. Lorelli)
/s/ John R. Webb Director July 23, 1997
-----------------------------
(John R. Webb)
</TABLE>
22
<PAGE> 4
EXHIBIT 10.14
Portions of this Exhibit have been omitted pursuant to a Confidential Treatment
request filed with the Securities and Exchange Commission. An asterisk (*)
identifies where such confidential information has been omitted. The omitted
portions have been filed separately with the Commission.
TRIDENT, INC.
1114 Federal Road
Brookfield, CT 06804
203/740-9333
August 7, 1996
Mr. Donald J. Polak
President & CEO
Porelon Group
1480 Gould Drive
Cookeville, TN 38506
Dear Don:
Reference is made to the Memorandum of Understanding (the "Memorandum")
between Trident, Inc. ("Trident") and Micropore, Inc., ("Micropore") pursuant to
which Trident agreed to purchase from Micropore, and Micropore agreed to supply
to Trident, certain inks through 1998. This letter sets forth the agreement of
Trident and Micropore hereinafter known as the Porelon Group ("Porelon") to
terminate the Memorandum and enter into new arrangements for the purchase and
supply of inks under the following terms and conditions:
1. Purchase of Inks. Trident agrees, during the term of this Letter
Agreement (and any extension thereof), to purchase all of its requirements for
its ********, *****, **********, **** inks (individually, an "Ink," and
collectively, the "Inks") from Porelon. The Inks purchased shall be manufactured
by Porelon in accordance with the confidential specifications and quality
standards previously supplied to Porelon by Trident, with such reasonable
modifications as Trident may request from time to time.
2. Price and Method of Payment. Trident shall purchase Inks from
Porelon at the prices set forth on Schedule A hereto. The prices so set forth
shall be subject to change by Porelon with ninety (90) days notice. Any price
adjustment must maintain the same ratio between standard cost and selling price
as now exists and Trident shall have the right to require evidence of cost
increases prior to agreement of such price adjustment. Payment for Inks sold by
Porelon to Trident shall be made within thirty (30) days of delivery and
acceptance of such Inks by Trident. In the event that Trident fails to pay for
any shipment of Inks within such thirty (30) day period, Porelon shall
thereafter have the right to apply a reasonable finance charge to any unpaid
balance not to exceed 1.5% per month.
3. Obligation to Supply. Porelon may terminate its obligation to supply
any or all of the Inks identified in Paragraph 1 to Trident with 180 days
notice. Notice not to supply one ink does not affect Porelon's obligation to
supply the other inks.
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4. Delivery of Inks. Trident shall place orders for Inks in amounts
greater than 380 lbs. per order and at least sixty (60) days in advance of any
requested delivery date. Porelon shall ship all Inks F.O.B., Cookeville,
Tennessee4. Acceptance or rejection of any shipment shall be made by Trident
within the longer of fourteen (14) calendar or ten 10 business days of receipt
of such shipment by Trident. Porelon acknowledges that time of delivery of the
Inks is of the essence. In the event that Porelon fails to deliver Inks (or any
portion thereof) by the requested delivery date, and Porelon fails to cure such
failure within thirty (30) days, Trident shall have the right to terminate this
Letter Agreement by written notice to Porelon and seek alternative sources for
the Inks.
5. Further Assurances. Porelon acknowledges that it may be difficult
for Trident to locate alternative sources for the Inks in the event of a failure
by Porelon to deliver any Ink in such volume and in accordance with such
specifications as Trident may require. Porelon therefore agrees that, during the
term of this Letter Agreement (and any extension thereof), it will maintain an
alternative facility capable of producing the Inks within ten (10) business days
in the event that any circumstances arise which make the production of Inks (in
such volumes, and in accordance with such quality standards, as required by
Trident) at its current facilities impossible or impracticable. Porelon shall
provide Trident with reasonable assurances of the existence and capability of
such alternative facility, including physical inspection by Trident, if
requested, prior to September 15, 1996. In the event that, at any time, Trident
reasonably concludes that such alternative facility is not or will not be
capable of meeting its requirements for Inks, and Porelon does not correct the
deficiencies in 30 days, Trident shall have the right to terminate this Letter
Agreement by written notice to Porelon and seek alternative sources for the
Inks.
6. Term and Termination. Subject to the early termination provisions
set forth above, the terms and conditions of this Letter Agreement shall
continue until December 31, 2000 (the "Termination Date"); provided, however,
that the term of this Letter Agreement shall be extended automatically for a
period of one year commencing on the Termination Date and on each subsequent
anniversary of the Termination Date unless either party has given the other
party written notice, at least ninety (90) days prior to any such extension
date, of such party's election not to extend the term of this Letter Agreement.
7. Confidentiality and Non-Competition. At all times during and after
the term of this Letter Agreement, Porelon shall keep confidential all
proprietary and technical information provided to it by Trident (whether
pursuant to this Letter Agreement or otherwise) with respect to any Inks, ink
jet printheads or any related equipment or materials and shall not disclose or
use in any way any such information. In recognition of the confidential
information provided to it hereunder (and in related documents), Porelon agrees
that until the date which is two (2) years from the earlier of (a) the
Termination Date, or (b) the date on which this Letter Agreement is otherwise
terminated, it will not engage, directly or indirectly, in the sale of any ink
jet inks to, or the manufacture of ink jet inks for sale by, current or future
users, original equipment manufacturer customers, or distributors of any ink jet
devices sold by Trident during such period or any suppliers thereof.
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8. Conflicting Agreements and Remedies. In the event of any conflict
between the terms of this Letter Agreement and any other document or agreement
between the parties (including the Nonexclusive License Agreement and Assignment
and License Back Agreement, as both are appended to the Memorandum), the terms
of this Letter Agreement shall control. In the event of a breach of this Letter
Agreement by either party, the party who has not breached shall be entitled to
equitable relief in addition to any other remedies available to it.
9. Assignment. This Letter Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective successors and assigns,
provided that Porelon may only assign its rights or obligations hereunder to a
successor entity by way of merger, consolidation or the sale of all or
substantially all of its business and assets, which successor entity expressly
agrees to assume Porelon's obligations under this Letter Agreement and any
related agreements or documents.
10. Governing Law and Severability. The terms of this Letter Agreement
shall be governed by and construed in accordance with the internal laws, and not
the laws pertaining to conflicts of laws, of the State of Connecticut. Should
any provision of this Letter Agreement now or at any time during its term (or
any extension thereof) conflict with any applicable law or regulation, said
provision shall be considered as of no force and effect and the remainder of
this Letter Agreement shall remain in full force and effect.
11. Waiver. The failure of either party to enforce at any time or for
any period of time the provisions hereof (or of a purchase order) in accordance
with their terms will not be construed to be a waiver of such provisions or of
the right of such party thereafter to enforce each and every such provision.
12. Effective Date. This Letter Agreement shall be effective as of
August 1, 1996.
<PAGE> 7
If the above accurately sets forth our understanding, please so
indicate by executing this Letter Agreement where provided below and returning
it to me.
Sincerely,
TRIDENT, INC.
By: /s/ ELAINE A PULLEN
________________________________________
Elaine A. Pullen
President and Chief Executive Officer
ACCEPTED AND AGREED TO:
PORELON, INC.
By: /s/ DONALD J. POLAK
_________________________________________
Donald J. Polak
President & Chief Executive Officer
<PAGE> 8
SCHEDULE A
THE INKS
<TABLE>
<CAPTION>
NAME TRIDENT PART NO. PRICE / LB.
---- ---------------- -----------
<S> <C> <C> <C>
******** ***-****-** $ *.**
***** ***-****-** $ *.**
********** ***-****-** $ *.**
********** ***-****-** $ *.**
**** ***-****-** $ *.**
</TABLE>
