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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A NO. 2
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended April 30, 1998 Commission file number: 0-27694
SCB COMPUTER TECHNOLOGY, INC.
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(Exact name of Registrant as specified in its charter)
Tennessee 62-1201561
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1365 West Brierbrook Road
Memphis, Tennessee 38138
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(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (901) 754-6577
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Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value per share
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(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 the 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 aggregate market value of the voting stock held by non-affiliates
of the Registrant on July 22, 1998, was approximately $143,000,000. The market
value calculation was determined using the closing sale price of the
Registrant's common stock on July 22, 1998 ($10.125 per share), as reported on
The Nasdaq Stock Market's National Market.
Shares of common stock, $.01 par value per share, outstanding on July
22, 1998 were 24,670,900.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Pursuant to General Instruction G(3), certain information concerning
executive officers of SCB Computer Technology, Inc. (the "Company") is included
in Part I under Item 1 under the caption "Business - Executive Officers" of the
Company's Form 10-K for the fiscal year ended April 30, 1998, filed with the
Securities and Exchange Commission on July 29, 1998.
DIRECTORS
The following persons are the current members of the Board of Directors
of the Company:
<TABLE>
<CAPTION>
NAME AGE POSITION AND TERM
---- --- -----------------
<S> <C> <C>
T. Scott Cobb 61 Mr. Cobb is a founder of the Company and has served
as Chairman of the Board since 1984. From 1984
until June 1996, Mr. Cobb also served as President of
the Company. Mr. Cobb was a partner in Seltmann,
Cobb & Bryant, the Company's predecessor, from its
formation in 1976. Mr. Cobb is the father of Jeffrey
S. Cobb.
Ben C. Bryant, Jr. 51 Mr. Bryant is a founder of the Company and has
served as Chief Executive Officer, Treasurer, and
Vice Chairman of the Board of the Company since
1984. Mr. Bryant has also served as President of the
Company since June 1996. Mr. Bryant was a partner
in Seltmann, Cobb & Bryant, the Company's
predecessor, from its formation in 1976.
James E. Harwood 62 Mr. Harwood has served as a Director of the
Company since February 1996. Mr. Harwood has
served as president of Sterling Equities, Inc., an
investment services firm, since 1990. From 1980 to
1990, Mr. Harwood held several executive positions
with Schering-Plough Corporation, a pharmaceutical
and health care products company. Mr. Harwood also
serves as a director for Morgan Keegan, Inc., a
Memphis, Tennessee based securities firm; Union
Planters Corporation, a bank holding company; and
Washington Life Insurance Co.
Joseph W. McLeary 59 Mr. McLeary has served as a Director of the
Company since January 1996. Since May 1997, Mr.
McLeary has served as chairman of the board of
Executive Financial Services, Inc., a financial
consulting company. Mr. McLeary served as
chairman of the board and chief executive officer of
Midland Financial Group, Inc., a publicly held
automobile insurance company, from 1987 until
March 1997. Mr. McLeary also serves as a director
of Equity Inns, Inc., a real estate investment trust
specializing in hotel properties.
</TABLE>
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's executive officers and directors, and persons who
beneficially own more than ten percent of the Common Stock, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "SEC"). The executive officers, directors, and greater than ten percent
shareholders are required by federal securities regulations to furnish the
Company with copies of all Section 16(a) reports filed. Based solely on the
Company's review of the copies of such reports and written representations from
certain reporting persons furnished to the Company, the Company believes that
its officers, directors, and greater than ten percent shareholders were in
compliance with all applicable filing requirements, with the exception of James
E. Harwood and Joseph W. McLeary, directors of the Company, who each failed to
file timely one report reflecting two exempt transactions. Such late reports
have been subsequently filed.
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ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the total compensation paid or accrued
by the Company on behalf of the Chief Executive Officer and the other four most
highly compensated executive officers who received an annual salary and bonus in
excess of $100,000 (together with the Chief Executive Officer, the "Named
Executive Officers") for the fiscal year ended April 30, 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
----------------
ANNUAL COMPENSATION SECURITIES
FISCAL -------------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($)(1) BONUS ($) OPTIONS/SARS (#) COMPENSATION($)
--------------------------- ---- ------------ ---------- ---------------- ---------------
<S> <C> <C> <C> <C> <C>
Ben C. Bryant, Jr. (2) 1998 300,000 -- -- 7,608(3)
Vice Chairman, President, Chief 1997 350,000 -- -- 5,358(4)
Executive Officer, and Treasurer 1996 1,182,420 700,000 -- 5,358(4)
T. Scott Cobb (2) 1998 300,000 -- -- 10,608(3)
Chairman 1997 350,000 -- -- 8,358(4)
1996 1,182,420 700,000 -- 8,358(4)
Steve N. White (5) 1998 160,000 -- -- 5,946(3)
Executive Vice President - 1997 175,000 -- 60,000 4,746(4)
Development 1996 285,417 661,362(6) -- 4,746(4)
Gary E. McCarter 1998 140,000 -- -- 1,389(3)
Chief Financial Officer 1997(7) 100,642 -- 52,150 302(4)
Gordon L. Bateman 1998 140,000 -- -- 5,303(3)
Chief Administrative Officer and 1997 134,667 -- 60,000 4,253(4)
Secretary 1996 151,250 176,612(6) 30,300 4,253(4)
</TABLE>
(1) Includes amounts deferred by the employee under the Company's 401(k) plan.
(2) Messrs. Bryant and Cobb are compensated pursuant to the terms of employment
agreements with the Company. See "--Employment, Severance, and Change in
Control Arrangements."
(3) Includes contributions by the Company to each Named Executive Officer's
401(k) plan account as follows: Mr. Bryant -- $2,250; Mr. Cobb -- $2,250;
Mr. White -- $1,200; Mr. McCarter -- $1,087; and Mr. Bateman -- $1,050.
Also includes premiums paid by the Company for life insurance provided for
the benefit of the Named Executive Officers as follows: Mr. Bryant --
$5,358; Mr. Cobb -- $8,358; Mr. White -- $4,746; Mr. McCarter -- $302; and
Mr. Bateman -- $4,253.
(4) Premiums paid by the Company for the life insurance provided for the
benefit of the Named Executive Officers.
(5) Mr. White resigned as an executive officer of the Company effective
September 4, 1998. See "--Employment, Severance, and Change in Control
Arrangements."
(6) Represents the value of shares of Common Stock ($3.25 per share) granted to
the Named Executive Officer on October 31, 1995.
(7) Mr. McCarter was employed by the Company as Senior Vice President of
Finance and Administration in November 1996 and became Chief Financial
Officer in August 1997.
There were no stock options awarded to any of the Named Executive
Officers during the fiscal year ended April 30, 1998. The following table
summarizes certain information with respect to stock options held by the Named
Executive Officers as of April 30, 1998.
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AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL 1998 YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
SHARES OPTIONS AT APRIL 30, 1998 (#) APRIL 30, 1998 (1) ($)
ACQUIRED ON VALUE ---------------------------- -------------------------------
NAME EXERCISE(#) REALIZED($) Exercisable Unexercisable Exercisable Unexercisable
- --------------------- ----------- ----------- ----------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Ben C. Bryant, Jr. -- -- -- -- -- --
T. Scott Cobb -- -- -- -- -- --
Steve N. White (2) -- -- 30,000 30,000 195,000 195,000
Gary E. McCarter 8,000 26,000 52,150 60,150 291,406 149,406
Gordon L. Bateman -- -- 45,150 45,150 298,626 298,626
</TABLE>
(1) Reflects the market value of the underlying securities at $12.00 per share,
the closing price on The Nasdaq Stock Market's National Market (the "Nasdaq
National Market") on April 30, 1998, less the exercise price.
(2) In connection with Mr. White's resignation effective as of September 4,
1998, the Company accelerated the exercisability of the 30,000 unvested
options and repurchased all of Mr. White's options for $270,000 (determined
by multiplying 60,000 times the difference between $10.00 per share, the
closing price on the Nasdaq National Market on August 24, 1998, and $5.50
per share, the exercise price of the options).
The Company has not awarded stock appreciation rights to any Named
Executive Officer, has no long-term incentive plan, as that term is defined in
the regulations of the SEC, and has no defined benefit or actuarial plan
covering any employee of the Company.
DIRECTOR COMPENSATION
Directors who are employees of the Company do not receive additional
compensation for serving as directors of the Company. For the fiscal year ended
April 30, 1998, directors who were not employed by the Company, namely Messrs.
Harwood and McLeary (the "Outside Directors"), were entitled to an annual fee of
$20,000, payable quarterly, plus a fee of $500 for each board or committee
meeting attended. All directors are entitled to reimbursement for their actual
out-of-pocket expenses incurred in connection with attending meetings.
Under the 1997 Stock Incentive Plan (the "1997 Stock Plan"),
non-qualified stock options to purchase 10,000 shares of Common Stock will be
automatically granted to Outside Directors upon their initial election to the
Board of Directors and options to purchase 5,000 shares of Common Stock will be
automatically granted to each Outside Director upon his or her reelection to the
Board of Directors. On April 2, 1998, in recognition for services rendered in
excess of what was originally anticipated, the Board awarded each of Messrs.
Harwood and McLeary a special bonus of an additional option to purchase 5,000
shares of Common Stock at an exercise price equal to the fair market value as of
the date of award.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No executive officer of the Company served during fiscal 1998 as a
member of a compensation committee or as a director of any entity of which any
of the Company's directors served as an executive officer.
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EMPLOYMENT, SEVERANCE, AND CHANGE IN CONTROL ARRANGEMENTS
Bryant and Cobb Employment Agreements
In February 1996, in connection with the Company's initial public
offering, each of Messrs. Bryant and Cobb entered into employment agreements
with the Company. Each employment agreement is for a term expiring on April 30,
1999. The employment agreements initially provided for an annual base salary of
$600,000, increasing 10% on each of May 1, 1997 and 1998. Effective as of July
1, 1996, at the request of Messrs. Bryant and Cobb, each of the employment
agreements was amended to reduce the annual base salary to $300,000. The
agreements also provide for bonuses of $100,000 or $200,000 per year to each of
Messrs. Bryant and Cobb in the event the Company exceeds 110% or 125%,
respectively, of pre-tax earnings targets established by the Board of Directors
at the beginning of each fiscal year. No bonus was paid to either of Messrs.
Bryant and Cobb for the fiscal years ended April 30, 1997 and 1998. The
employment agreements can be terminated at any time for "cause," as defined in
each employment agreement. Each agreement will also terminate if the employee
becomes disabled or otherwise unable to perform his assigned duties for a period
of 90 consecutive days. In the event the employee is terminated by the Company
without cause or because of a disability, the Company must continue to pay the
employee's salary for the balance of the term of the agreement. The employment
agreements also contain a noncompetition covenant for a period of one year
following a termination of employment by the employee for any reason or by the
Company for cause.
White Severance
Steve N. White resigned from his positions as an officer and director
of the Company and its subsidiaries effective as of September 4, 1998. In
connection with such resignation, the Company paid Mr. White (i) $270,000 to
repurchase all of his Common Stock options, (ii) $250,000 for Mr. White's
agreement not to sell any shares of Common Stock for one year and not to sell
more than 100,000 shares of Common Stock in any 30-day period in the second
year, and (iii) $285,000 for a release of any and all claims against the
Company. In addition, the Company and Mr. White entered into a Noncompetition,
Confidentiality, and Nondisparagement Agreement pursuant to which Mr. White has
agreed, among other things, not to compete with the Company for a period of five
years, pursuant to which he received a payment of $980,000.
Stock Plans
Awards granted under the Company's 1995 Stock Incentive Plan (the "1995
Stock Plan") and 1997 Stock Plan become immediately exercisable or otherwise
nonforfeitable in full in the event of a change of control or potential change
of control, as defined under the plans.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's Compensation Committee is composed of Messrs. Harwood and
McLeary, neither of whom has at any time been an officer or employee of the
Company.
Currently, Mr. Bryant, who is the Company's Chief Executive Officer,
and Mr. Cobb, Chairman of the Board, are compensated in accordance with the
terms of employment agreements approved by the Board of Directors and entered
into upon the consummation of the Company's initial public offering in February
1996. See "--Employment, Severance, and Change in Control Arrangements." To
date, the Compensation Committee has not awarded any equity-based compensation
to either of Messrs. Bryant or Cobb, in part because of their significant
existing equity ownership positions. See "Item 12.--Security Ownership of
Certain Beneficial Owners and Management."
The remainder of the executive officers are compensated pursuant to an
executive compensation program established by the Board of Directors. The
overall objectives of the Company's executive compensation program are to
attract and retain the highest quality talent to lead the Company; reward key
executives based on corporate and individual performance; and provide incentives
designed to maximize shareholder value. The philosophy upon which
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these objectives are based is to provide incentives to the Company's officers to
enhance the profitability of the Company and to align closely the financial
interests of the Company's officers with those of its shareholders.
In fiscal 1997, the Compensation Committee engaged Executive Financial
Services, Inc. ("EFS"), a compensation consulting firm of which Mr. McLeary
serves as chairman of the board, to assist the Compensation Committee in further
developing the Company's compensation program. EFS detailed for the Compensation
Committee the Company's practices relative to some of the companies included in
the CRSP Index for Nasdaq Computer and Data Processing Stocks, which is
presented on the Performance Graph on Page 8, and additional companies in the
information technology business with respect to which the Company believes it
competes for executive talent. The compensation levels for fiscal 1998 were
established by the Compensation Committee based on, among other things, EFS's
analysis.
Annual salaries for fiscal 1998 for senior management were somewhat
below median competitive levels because the Compensation Committee determined to
rely to a greater degree on annual and long-term incentive compensation to
motivate management performance. In that regard, the Compensation Committee
established an incentive compensation plan whereby members of senior management
and selected employees may be awarded annual and long-term incentive bonuses
based upon the attainment by the Company of earnings goals established by the
Compensation Committee at the beginning of the fiscal year. One-half of any
bonus award would be automatically subject to the terms of a Deferred
Compensation Plan. The remaining one-half of the bonus award would be paid to
the recipient, who would have the option to defer such award pursuant to the
terms of the Deferred Compensation Plan. The portion of a recipient's bonus
which is automatically subject to the terms of the Deferred Compensation Plan
would vest over five years and would be placed into an account that fluctuates
with the price of the Company's Common Stock, thereby tying the value of a
participant's award to the performance of the Company and aligning the interests
of the participants more closely with those of the Company's shareholders. The
remaining one-half of the bonus award vests immediately and may be deferred, at
the recipient's option, and invested in a phantom stock account or in one of
several investment options established by the Compensation Committee
administering the Deferred Compensation Plan. Because the Company did not meet
the earnings goals established by the Compensation Committee, no awards were
made to the executive officers under the incentive compensation plan for the
fiscal year ended April 30, 1998.
The Compensation Committee is currently assessing executive officers'
salaries and incentive compensation earnings targets for fiscal 1999. Although
no earnings goals have been established, the Compensation Committee anticipates
that such goals will be set on a basis consistent with those for fiscal 1998.
Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), generally disallows a corporate deduction for compensation over
$1,000,000 paid to the Company's Chief Executive Officer and any of the four
other most highly compensated officers. The $1,000,000 limitation applies to all
types of compensation, including restricted stock awards and amounts realized on
the exercise of stock options and stock appreciation rights, unless the awards
and plan under which they are made qualify as "performance based" under the
terms of the Code and related regulations. Under the regulations, stock options
awarded pursuant to the Company's 1995 Stock Plan and 1997 Stock Plan should
qualify as performance based compensation and therefore be excluded from the
$1,000,000 limit. Other forms of compensation provided by the Company, however,
may not be excluded from such limit. The Company currently anticipates that
compensation of its executive officers will be deductible under Section 162(m)
because executive officer compensation is presently below the limit and because
the Company intends to continue to utilize performance based compensation in
future periods.
JAMES E. HARWOOD
JOSEPH W. MCLEARY
7
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PERFORMANCE GRAPH
The following graph compares the cumulative returns of $100 invested on
February 15, 1996 (the date of the Company's initial public offering) in (a) the
Common Stock, (b) the CRSP Index for the Nasdaq Stock Market-U.S. Corporations
and (c) the CRSP Index for Nasdaq Computer and Data Processing Stocks, assuming
reinvestment of all dividends.
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
2/15/96 4/30/96 4/30/97 4/30/98
<S> <C> <C> <C> <C>
SCB Computer Technology, Inc. $100 $162 $107 $220
NASDAQ $100 $110 $116 $174
NASDAQ Computer & Data Processing $100 $113 $125 $195
</TABLE>
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to the
beneficial ownership of shares of the Common Stock as of the date hereof by (i)
each current director of the Company (including the nominees); (ii) each of the
Named Executive Officers in the Summary Compensation Table on page 4 hereof;
(iii) each shareholder of the Company known to management of the Company to own
beneficially more than 5% of the outstanding shares of the Common Stock; and
(iv) all directors and executive officers of the Company as a group. Unless
otherwise indicated, the Company believes that the beneficial owner set forth in
the table has sole voting and investment power.
<TABLE>
<CAPTION>
AMOUNT AND
NAME OF NATURE OF BENEFICIAL PERCENT
BENEFICIAL OWNER OWNERSHIP (1) OF CLASS
- ------------------------------------------- --------------------- --------
<S> <C> <C>
SCB Computer Technology, Inc. 2,332,527(2) 9.5%
ESOP and Trust
1365 West Brierbrook Road,
Memphis, Tennessee 38138
Ben C. Bryant, Jr. 5,203,748(3)(4) 21.1%
1365 West Brierbrook Road,
Memphis, Tennessee 38138
T. Scott Cobb 4,733,206(4)(5) 19.2%
1365 West Brierbrook Road,
Memphis, Tennessee 38138
Steve N. White (6) 405,352(7) 1.6%
Gary E. McCarter 52,150(8) *
Gordon L. Bateman 205,158(9) *
James E. Harwood 31,000(10) *
Joseph W. McLeary 31,000(10) *
All directors and executive officers as a
group (8 persons) (11) 10,960,645(12) 44.4%
</TABLE>
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* Indicates ownership of less than one percent of the outstanding Common
Stock.
(1) Pursuant to the rules of the SEC shares of Common Stock that a beneficial
owner has the right to acquire within 60 days of the date hereof are
considered to be beneficially owned by such person and are deemed to be
outstanding for the purpose of computing the percentage ownership of such
person but are not deemed outstanding for the purpose of computing the
percentage ownership of any other person.
(2) Approximately 240 employees of the Company participate in the ESOP. Ben C.
Bryant, Jr. and T. Scott Cobb are the trustees of the ESOP.
(3) Includes 283,022 shares allocated to Mr. Bryant by the ESOP and 946,564
shares beneficially owned by Mr. Bryant's wife. Does not include shares
beneficially owned by Mr. Bryant's children who are 18 years of age or
older.
(4) Does not include shares held by the ESOP that are not allocated to the
accounts of Messrs. Bryant or Cobb. See Notes (3) and (5). Messrs. Bryant
and Cobb, as trustees, have no voting or investment power with respect to
shares held by the ESOP.
(5) Includes 283,022 shares allocated to Mr. Cobb by the ESOP and 1,078,666
shares owned by Mr. Cobb's wife and minor daughter. Does not include shares
beneficially owned by Mr. Cobb's children who are 18 years of age or older.
(6) Mr. White resigned as an executive officer and director of the Company
effective September 4, 1998.
(7) Includes 158,042 shares allocated to Mr. White by the ESOP.
(8) Shares issuable upon the exercise of options.
(9) Includes 71,852 shares allocated to Mr. Bateman by the ESOP, 20,000 shares
beneficially owned by Mr. Bateman's wife, and 45,150 shares issuable upon
the exercise of options.
(10) Includes 25,000 shares issuable upon the exercise of options.
(11) Does not include shares beneficially owned by Mr. White. See Notes (6) and
(7).
(12) Includes 297,450 shares issuable upon the exercise of options.
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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 be signed
on its behalf by the undersigned, thereunto duly authorized, in Memphis,
Tennessee, on September 25, 1998.
SCB COMPUTER TECHNOLOGY, INC.
By: /s/ Ben C. Bryant, Jr.
--------------------------------
Ben C. Bryant, Jr., President
and Chief Executive Officer
10
