<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A NO. 1
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED APRIL 30, 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 0-27694
SCB COMPUTER TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
TENNESSEE 62-1201561
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3800 FOREST HILL-IRENE ROAD
MEMPHIS, TENNESSEE 38125
(Address of principal executive offices)
Registrant's telephone number, including area code: (901) 754-6577
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK
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. [ ]
At July 31, 2000, there were 25,045,324 outstanding shares of common stock.
At such date, the aggregate market value of the shares of common stock held by
non-affiliates of the registrant, based on the closing sale price of $2.13 per
share as reported on the Nasdaq Stock Market, was approximately $53,346,540.
<PAGE> 2
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
DIRECTORS
The directors of the Company and a summary of their business experience
are set forth below.
JACK R. BLAIR. Mr. Blair, age 58, has been a director of the Company
since December 14, 1999, and has been elected the Company's non-executive
Chairman of the Board effective as of September 1, 2000. He was a director from
1989 to 1998, and a Group President from 1987 to 1998, of Smith & Nephew plc, a
global medical device manufacturer. Mr. Blair was President of Richards Medial
Company, which Smith & Nephew plc acquired in 1986, from 1982 to 1987. He is a
director of AdvaMed, a health industry manufacturers association; National Bank
of Commerce; and Bulab Holdings, Inc., the parent company of Buckman
Laboratories, a manufacturer of specialty industrial chemicals.
BEN C. BRYANT, JR. Mr. Bryant, age 53, is a co-founder of the Company and
has been Chairman of the Board since December 1, 1999. He previously served the
Company as Vice Chairman of the Board from 1984 to December 1, 1999, Chief
Executive Officer from 1984 to May 5, 2000, President from 1996 to May 5, 2000,
and Treasurer from 1984 to May 5, 2000. Mr. Bryant was a partner in Seltmann,
Cobb & Bryant, the Company's predecessor, from its formation in 1976 to 1984. On
July 12, 2000, he resigned as Chairman of the Board of the Company effective as
of September 1, 2000.
GEORGE E. CATES. Mr. Cates, age 62, has been a director of the Company
since December 14, 1999. He has been Chairman of the Board and Chief Executive
Officer of Mid-America Apartment Communities, Inc. ("MAAC"), a real estate
investment trust that owns and operates apartment communities primarily in the
southeastern United States, since 1994. He also was President of MAAC from 1994
to 1996. Mr. Cates was President and Chief Executive Officer of The Cates
Company, an owner and operator of apartment communities, from 1977 until its
merger with MAAC in 1994. He is a director of First Tennessee National
Corporation, a bank holding company.
JAMES E. HARWOOD. Mr. Harwood, age 64, has been a director of the Company
since 1996. He has been President of Sterling Equities, Inc., an investment
services firm, since 1990. Mr. Harwood held several executive positions with
Schering-Plough Corporation, a pharmaceutical and health care products company,
from 1980 to 1990. He also is a director of Morgan Keegan & Company, Inc., an
investment banking firm; Union Planters Corporation, a bank holding company; and
Washington Life Insurance Co.
ROBERT G. MCENIRY. Mr. McEniry, age 59, has been a director of the
Company since December 14, 1999. Since 1996 he has been Chairman of the Board
and Chief Executive Officer of nexAir LLC ("nexAir"), a distributor of
atmospheric and industrial gases, safety and welding equipment, specialized
medical equipment, and industrial supplies. He was President of Standard Welders
Supply Company, a predecessor to nexAir, from 1971 to 1996, and held various
sale and management positions there beginning in 1963. Mr. McEniry is a member
of the board of advisors of the Steel Processing Center and is active in several
industrial associations.
EXECUTIVE OFFICERS
The information under the caption "Item 1. Business - Executive Officers"
in this report is incorporated herein by reference in response to this item.
<PAGE> 3
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires that the
Company's directors and executive officers and the beneficial owners of more
than 10% of the outstanding shares of the Company's common stock (the "Reporting
Persons") file initial reports of, and subsequent reports of changes in,
beneficial ownership of the common stock with the Securities and Exchange
Commission (the "SEC"). The Reporting Persons are required to furnish the
Company with copies of all Section 16(a) reports filed with the SEC. 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 the Reporting Persons complied with all applicable Section
16(a) filing requirements during fiscal 2000, except that T. Scott Cobb, upon
returning to the Company as Chief Executive Officer in May 2000, did not file
his initial report of beneficial ownership until June 2000.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The table below sets forth summary compensation information for each of
the last three fiscal years with respect to (1) the Company's Chief Executive
Officer in fiscal 2000 (Ben C. Bryant, Jr., who subsequently resigned from such
position on May 5, 2000); (2) the four other most highly compensated executive
officers of the Company for fiscal 2000 who were serving in such capacities on
April 30, 2000 (Michael J. Boling, Jeffrey S. Cobb, Gordon L. Bateman, and Gary
E. McCarter, of whom Mr. McCarter subsequently resigned from the Company
effective as of June 30, 2000); and (3) one executive officer of the Company who
would have been among the four other most highly compensated executive officers
of the Company for fiscal 2000 had he been serving in such capacity on April 30,
2000 (T. Scott Cobb, who resigned as Chairman of the Board on November 16,
1999, and subsequently was elected Chief Executive Officer on May 5, 2000).
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
NUMBER OF
STOCK
FISCAL ANNUAL COMPENSATION OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITIONS YEAR SALARY(1) BONUS GRANTED COMPENSATION
---------------------------- ---- --------- ----- ------- ------------
<S> <C> <C> <C> <C> <C>
Ben C. Bryant, Jr.(2) 2000 $461,458 -- -- $14,785(3)
Chairman of the Board 1999 362,500 -- 35,211 10,600
1998 300,000 -- -- 7,608
T. Scott Cobb(4) 2000 232,516 -- -- 6,405(5)
Chief Executive Officer 1999 362,500 -- 35,211 13,600
1998 300,000 -- -- 10,608
Michael J. Boling(6) 2000 120,833 60,417 100,000 4,389(7)
Executive Vice President - Finance, 1999 -- -- -- --
Chief Financial Officer, and Treasurer 1998 -- -- -- --
Jeffrey S. Cobb(8) 2000 305,930 -- 200,000 15,500(9)
President - Professional Services 1999 178,500 -- -- 14,300
Division 1998 132,000 -- -- 1,990
Gordon L. Bateman 2000 214,583 -- 100,000 14,234(10)
Chief Administrative Officer 1999 170,000 -- -- 9,751
1998 140,000 -- -- 5,303
Gary E. McCarter(11) 2000 252,241 -- 425,000 14,635(12)
Former Chief Financial Officer and 1999 191,154 -- -- 3,083
President - Enterprise Solutions Division 1998 140,000 -- -- 1,389
</TABLE>
----------------
(1) The salary figures shown in the table include amounts deferred by the
employees under the Company's deferred compensation plans.
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(2) Mr. Bryant was Vice Chairman of the Board until he was elected Chairman
of the Board on December 1, 1999. He also was Chief Executive Officer,
President, and Treasurer until he resigned from these positions on May 5,
2000. Mr. Bryant has resigned as Chairman of the Board effective as of
August 31, 2000.
(3) Mr. Bryant's other compensation for fiscal 2000 consisted of $5,095 of
Company matching contributions under a deferred compensation plan, $690
for excess life insurance, and $9,000 as an automobile allowance.
(4) T. Scott Cobb was Chairman of the Board until he resigned on November 16,
1999. He was elected Chief Executive Officer on May 5, 2000.
(5) T. Scott Cobb's other compensation for fiscal 2000 consisted of $1,155
for excess life insurance and $5,250 as an automobile allowance.
(6) Mr. Boling was elected Executive Vice President - Finance and Chief
Financial Officer on December 1, 1999, and Treasurer on May 5, 2000.
(7) Mr. Boling's other compensation for fiscal 2000 consisted of $363 of
Company matching contributions under a deferred compensation plan, $276
for excess life insurance, and $3,750 as an automobile allowance.
(8) Jeffrey S. Cobb was Chief Operating Officer until he was elected
President - Professional Services Division on December 1, 1999.
(9) Jeffrey S. Cobb's other compensation for fiscal 2000 consisted of $6,477
of Company matching contributions under a deferred compensation plan,
$216 for excess life insurance, and $8,807 as an automobile allowance.
(10) Mr. Bateman's other compensation for fiscal 2000 consisted of $4,751 of
Company matching contributions under a deferred compensation plan, $483
for excess life insurance, and $9,000 as an automobile allowance.
(11) Mr. McCarter was Chief Financial Officer until he was elected President -
Enterprise Solutions Division on December 1, 1999. He resigned as
President - Enterprise Solutions Division as of June 30, 2000.
(12) Mr. McCarter's other compensation for fiscal 2000 consisted of $5,083 of
Company matching contributions under a deferred compensation plan, $552
for excess life insurance, and $9,000 as an automobile allowance.
STOCK OPTION GRANTS IN FISCAL 2000
The table below sets forth information regarding grants of stock options
made to the executive officers named in the Summary Compensation Table during
fiscal 2000 and the potential realizable value of such stock options at assumed
annual rates of stock price appreciation for the ten-year option terms.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
PERCENTAGE OF ASSUMED ANNUAL RATES OF
NUMBER OF TOTAL OPTIONS STOCK PRICE APPRECIATION
OPTIONS GRANTED TO EXERCISE FOR OPTION TERM(2)
GRANTED IN EMPLOYEES IN PRICE EXPIRATION -----------------------------
NAME FISCAL 2000 FISCAL 2000 ($/SHARE) DATE(1) 5% 10%
---- ----------- ------------ --------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Ben C. Bryant, Jr. -- -- -- -- -- --
T. Scott Cobb -- -- -- -- -- --
Michael J. Boling 100,000(3) 5.9% $2.9375 12/01/2009 $ 184,738 $ 468,162
Jeffrey S. Cobb 200,000(4) 11.9 3.75 10/07/2009 471,671 1,195,307
Gordon L. Bateman 100,000(5) 5.9 3.75 10/07/2009 235,835 597,653
Gary E. McCarter 425,000(6) 25.3 3.75 10/07/2009 1,002,301 2,540,027
</TABLE>
----------------
(1) The Compensation Committee, which administers the 1997 Stock Incentive
Plan (the "1997 Plan") and the Company's other incentive plans, has
general authority to accelerate, extend or otherwise modify the benefits
under the stock
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options in certain circumstances within overall plan and other
limitations. The Compensation Committee has no present intention to
exercise that authority with respect to these stock options.
(2) These dollar figures represent the potential realizable value of each
grant of stock options, assuming that the market price of the common stock
appreciates in value from the date of grant to the end of the ten-year
option term at annualized rates of 5% and 10%. These assumed rates of
stock price appreciation have been established by the SEC solely for the
purpose of this disclosure. The Company's use of this option valuation
methodology should not be interpreted as an endorsement of its accuracy.
The actual value of the stock options may be significantly different, and
the value actually realized, if any, will depend upon the excess of the
market value of the common stock over the option exercise price at the
time of exercise.
(3) The stock options granted to Mr. Boling in fiscal 2000 become exercisable
as follows: 50,000 shares on December 1, 1999; and 50,000 shares on June
1, 2000.
(4) The stock options granted to Mr. Cobb in fiscal 2000 become exercisable as
follows: 100,000 shares on October 7, 1999; and 100,000 shares on October
7, 2000.
(5) The stock options granted to Mr. Bateman in fiscal 2000 become exercisable
as follows: 50,000 shares on October 7, 1999; and 50,000 shares on October
7, 2000.
(6) The stock options granted to Mr. McCarter in fiscal 2000 originally became
exercisable as follows: 300,000 shares on October 7, 1999; and 125,000
shares on October 7, 2000. In accordance with the 1997 Plan, all of Mr.
McCarter's stock options, including those granted in fiscal 2000,
terminated as of June 30, 2000, as a result of his resignation from the
Company; however, the Company has allowed Mr. McCarter a period of three
years after the date of his resignation (i.e., until June 30, 2003) in
which to exercise the 300,000 stock options that were granted in fiscal
2000 and were vested as of his resignation date.
STOCK OPTION EXERCISES AND VALUES FOR FISCAL 2000
The executive officers named in the Summary Compensation Table did not
exercise any stock options during fiscal 2000. The table below sets forth
information concerning the number and value of their unexercised options at
April 30, 2000.
<TABLE>
<CAPTION>
NUMBER OF SHARES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
APRIL 30, 2000 APRIL 30, 2000*
--------------------------- --------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Ben C. Bryant, Jr. 35,211 -- $ -- $ --
T. Scott Cobb -- -- -- --
Michael J. Boling 50,000 50,000 -- --
Jeffrey S. Cobb 190,300 100,000 -- --
Gordon L. Bateman 140,300 50,000 -- --
Gary E. McCarter 412,300 125,000 -- --
</TABLE>
-------------
* In accordance with the SEC's rules, a stock option is in-the-money if the
fair market value of the underlying security exceeds the exercise price of
the option. For the purposes of this table, the fair market value of the
Company's common stock is deemed to be $2.125 per share, which is the
closing sale price of the common stock reported for transactions effected
on the Nasdaq Stock Market ("Nasdaq") on April 13, 2000. Nasdaq suspended
trading in the common stock on April 14, 2000, up to and beyond April 30,
2000, and subsequently delisted the common stock on August 18, 2000. As
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so determined, the fair market value of the common stock is less than the
exercise prices of all the stock options shown in the table. Consequently,
none of the options is in-the-money.
COMPENSATION OF DIRECTORS
The Company compensates its outside (i.e., non-employee) directors for
service in such capacity. Directors who are also employees of the Company are
not separately compensated for their service as directors. All directors are
reimbursed for their actual out-of-pocket expenses incurred in attending
meetings.
Effective as of December 14, 1999, the Company adopted new guidelines for
the compensation of outside directors. The compensation of outside directors
consists of (1) an annual cash retainer of $20,000; (2) a cash fee of $1,000 for
each meeting of the Board of Directors or any of its committees attended by a
director or committee member, with an additional cash fee of $1,000 to be paid
to the chairman of the meeting due to the additional responsibilities attendant
to such position; (3) upon initial election as a director, a grant of stock
options to purchase 20,000 shares of common stock at an exercise price equal to
the fair market value on the effective date of grant; and (4) upon re-election
as a director, a grant of stock options to purchase 10,000 shares of common
stock at an exercise price equal to the fair market value on the effective date
of grant. The principal goals of this compensation program are to enhance the
equity and incentive elements of outside director compensation through reliance
on stock option grants, to reward such directors for taking on extra
responsibilities such as service on a committee, and to make the total
compensation package an effective tool for the retention and recruitment of
qualified, talented outside directors.
EMPLOYMENT AND OTHER AGREEMENTS
BEN C. BRYANT, JR. Ben C. Bryant, Jr., serves as an executive officer and
employee of the Company pursuant to an employment agreement entered into on
November 1, 1998. The term of Mr. Bryant's employment is three years ending on
October 31, 2001, unless the Company or he gives written notice to the contrary
at least 30 days prior to the second anniversary of the agreement or any
anniversary thereafter, in which event the term will be extended for an
additional year so that the remaining term always will be two years from such
anniversary. The Company and Mr. Bryant modified the employment agreement twice
during fiscal 2000 - effective as of November 1, 1999, and May 5, 2000 - each
time to reduce the current base salary payable to Mr. Bryant thereunder. The
agreement provides for Mr. Bryant to receive a base salary at the rate of
$425,000 per year during the period from November 1, 1998, to January 31, 2000,
$600,000 per year during the period from February 1, 2000, to May 4, 2000, and
$300,000 per year from May 5, 2000, to the expiration date. The Company paid Mr.
Bryant a base salary of $461,458 in fiscal 2000. He also is entitled to receive
incentive compensation as determined in accordance with any bonus plan
authorized by the Compensation Committee of the Board of Directors. Mr. Bryant
did not receive an annual incentive bonus for fiscal 2000.
Mr. Bryant's employment with the Company may be terminated under various
circumstances as provided in his employment agreement. If the Company terminates
Mr. Bryant's employment for "cause", or if he terminates his employment with the
Company for any reason (subject to the "change in control" provisions of his
agreement), the Company will be obligated to pay him his base salary through the
termination date. The term "cause" is defined as any act that is materially
inimical to the best interests of the Company and that constitutes on the part
of Mr. Bryant personal dishonesty, willful misconduct, breach of fiduciary duty,
intentional failure to perform his stated duties as an executive officer of the
Company, willful violation of any law, governmental rule or regulation (other
than traffic violations or similar offenses) or final cease and desist order, or
material breach of his employment agreement. If the Company terminates Mr.
Bryant's employment due to his disability or for any other reason other than
"cause" (subject to the "change in control" provisions of his agreement), or if
his employment is terminated due to his death, the Company will be obligated to
pay him or his estate his base salary through the expiration date of the
agreement.
Mr. Bryant's employment agreement also contains provisions relating to
the termination of his employment following a "change in control" of the
Company. The term "change in control" is defined as any of the following events:
(a) any person or entity, with certain exceptions, becomes the beneficial owner
of 35% or more of the
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combined voting power of the Company's then outstanding securities that may be
voted for the election of directors ("voting securities"); (b) as the result of,
or in connection with, any cash tender or exchange offer, merger or other
business combination, sale of assets, or contested election (or any combination
of the foregoing transactions), less than a majority of the combined voting
power of the Company's or any successor entity's then outstanding voting
securities is held in the aggregate by the holders of the Company's outstanding
voting securities immediately prior to such transaction; or (c) during any
period of two consecutive years individuals who at the beginning of such period
constitute the Board of Directors of the Company cease for any reason to
constitute at least a majority thereof, unless the first election, or the first
nomination for election by the Company's shareholders, of each director elected
during such period was approved by a vote of at least two-thirds of the
directors of the Company then still in office who were directors of the Company
at the beginning of such period. If a change in control of the Company occurs
and Mr. Bryant's employment is terminated by the Company during the term of his
employment agreement, or if he gives notice of termination of his employment for
"good reason" prior to the earlier to occur of the first anniversary of the
change in control or the expiration date, Mr. Bryant will be entitled to receive
severance benefits consisting of (1) a severance payment of $2,000,000 in cash
to be paid on the fifth day following his termination; (2) reimbursement for (a)
any excise tax payable under Section 4999 of the Internal Revenue Code with
respect to such severance payment or any other payment that he has the right to
receive from the Company (the "gross-up payment") and (b) any federal, state and
local income taxes and excise tax imposed on the gross-up payment; and (3)
health insurance substantially equivalent to that provided to Mr. Bryant
immediately prior to termination until he is eligible to receive coverage under
any federal or state health care program or is covered or permitted to be
covered by benefit plans of another employer providing substantially similar
coverage. Notwithstanding the foregoing, Mr. Bryant is not entitled to any
severance benefits following a change in control of the Company if his
termination of employment resulted from (x) his death, disability or retirement,
(y) the Company's termination of his employment for cause, or (z) his
termination of his employment for other than "good reason". The definition of
"good reason" is generally typical of that found in severance agreements for
executive officers.
T. SCOTT COBB. Until his resignation on November 16, 1999, T. Scott Cobb
served as the Chairman of the Board and an employee of the Company pursuant to
an employment agreement entered into on November 1, 1998. Mr. Cobb's employment
agreement was identical in all material respects to that of Mr. Bryant, except
that it was not subsequently modified to adjust the compensation payable to Mr.
Cobb thereunder. In fiscal 2000 the Company paid Mr. Cobb a base salary of
$232,516 through the date of his resignation. He did not receive an annual
incentive bonus for fiscal 2000. Mr. Cobb's employment agreement was terminated
upon his resignation from the Company on November 16, 1999. As noted elsewhere
in this report, Mr. Cobb was elected the Chief Executive Officer of the Company
on May 5, 2000. He does not have an employment agreement in his current capacity
with the Company.
GARY E. MCCARTER. Gary E. McCarter resigned as the President of the
Company's Enterprise Solutions Division effective as of June 30, 2000. In
connection with his resignation, the Company and Mr. McCarter entered into a
transitional support services agreement effective as of July 1, 2000. The term
of the agreement is six months ending on December 31, 2000. Mr. McCarter is
obligated to perform such transitional support services relating to the
accounting, financial, operational and other functions of the Company's business
and affairs as the Company may request from time to time. As compensation for
such services, the Company agreed to pay a fee of $24,810.58 per month to Mr.
McCarter. The Company also is required to reimburse Mr. McCarter for all
reasonable and necessary costs that he incurs in performing the services.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
George E. Cates, James E. Harwood and Robert G. McEniry, who currently
are directors of the Company, and Joseph W. McLeary, who was a director of the
Company until he resigned on November 10, 1999, served as members of the
Compensation Committee of the Board of Directors during fiscal 2000. None of
such persons is or has been an officer or employee of the Company or any of its
subsidiaries. In addition, no executive officer of the Company served during
fiscal 2000 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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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below shows the amount of common stock of the Company
beneficially owned as of July 31, 2000, by (1) each shareholder known to
management of the Company to be the beneficial owner of more than 5% of the
outstanding shares of common stock, (2) each director and nominee for director
of the Company, (3) each executive officer of the Company named in the Summary
Compensation Table in this report, and (4) all directors, director nominees, and
executive officers of the Company as a group.
<TABLE>
<CAPTION>
PERCENTAGE
NUMBER OF SHARES OF SHARES
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED(1-3) OUTSTANDING(4)
------------------------ ----------------------- --------------
<S> <C> <C>
Ben C. Bryant, Jr. 5,044,953 20.1%
3800 Forest Hill-Irene Road, Suite 100
Memphis, Tennessee 38125
T. Scott Cobb 3,731,697 14.9
3800 Forest Hill-Irene Road, Suite 100
Memphis, Tennessee 38125
Lord, Abbett & Co. 1,704,741 6.8
90 Hudson Street
Jersey City, New Jersey 07302
SCB Computer Technology, Inc. KSOP (5) 1,559,862 6.2
3800 Forest Hill-Irene Road, Suite 100
Memphis, Tennessee 38125
Wellington Management Company 1,270,000 5.1
75 State Street
Boston, Massachusetts 02109
Gordon L. Bateman 300,694 1.2
Jack R. Blair 2,000 *
Michael J. Boling 109,000 *
George E. Cates 3,900 *
Jeffrey S. Cobb 302,362 1.2
James E. Harwood 40,000 *
Gary E. McCarter 300,011 1.2
Robert G. McEniry 10,000 *
All directors, director nominees, and
executive officers as a group (10 persons) 9,844,617 38.1
</TABLE>
--------------------
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* Less than 1% of the 25,045,324 outstanding shares of common stock.
(1) The numbers of shares of common stock shown in the table include shares
that are individually or jointly owned, as well as shares over which the
individual, directly or indirectly, has either sole or shared investment
or voting authority. Certain of the Company's directors, director
nominees, and executive officers disclaim beneficial ownership of some of
the shares of common stock included in the table as follows: Mr. Bateman -
20,000 shares held by his wife; Mr. Boling - 1,000 shares held by his
wife; Mr. Bryant - 31,934 shares held by Mr. Bryant as custodian for his
grandchildren, 895,852 shares held by his wife, and 42,542 shares held by
his wife as custodian for their grandchildren; T. Scott Cobb - 3,869
shares held by Mr. Cobb as custodian for his daughter, 908,668 shares held
by his wife, and 139,347 shares held by his wife as custodian for their
daughter; and all directors, director nominees, and executive officers as
a group - 2,023,974 shares.
(2) For certain of the Company's executive officers, the numbers of shares of
common stock shown in the table include the following numbers of shares
held in the trust created pursuant to the SCB Computer Technology, Inc.
KSOP (the "KSOP") that were credited to their respective accounts as of
July 31, 2000: Mr. Bateman - 72,238 shares; Mr. Bryant - 284,190 shares;
Jeffrey S. Cobb - 5,034 shares; Mr. McCarter - 11 shares; and all
executive officers as a group - 361,473 shares.
(3) For certain of the Company's directors, director nominees, and executive
officers, the numbers of shares of common stock shown in the table include
the following numbers of shares that are issuable by the Company upon the
exercise of options as of July 31, 2000, or within 60 days thereafter: Mr.
Bateman - 140,300 shares; Mr. Boling - 100,000 shares; Mr. Bryant - 35,211
shares; Jeffrey S. Cobb - 190,300 shares; Mr. Harwood - 30,000 shares; Mr.
McCarter - 300,000 shares; and all directors, director nominees, and
executive officers as a group - 795,811 shares.
(4) The percentages of shares outstanding were calculated based on the
25,045,324 shares of common stock that were outstanding as of July 31,
2000. For the purpose of calculating the percentage ownership of each
beneficial owner, the shares outstanding include shares that such person
has the right to acquire as of July 31, 2000, or within 60 days
thereafter.
(5) Approximately 1,629 employees of the Company participate in the KSOP.
Pursuant to the terms of the KSOP and the related trust agreement, Merrill
Lynch Trust Company, the trustee of the KSOP, is required to vote the
shares of common stock credited to participants' accounts in accordance
with their instructions. If the trustee does not receive voting
instructions from a participant in a timely manner, the trustee is to vote
the shares of common stock credited to the participant's KSOP account in
the same proportion that it votes the shares for which timely instructions
are received.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (3) Exhibits
The exhibits listed in the Exhibit Index following the signature
page of this report are filed as part of this report or are incorporated herein
by reference.
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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 report to be signed on
its behalf by the undersigned, thereunto duly authorized.
SCB COMPUTER TECHNOLOGY, INC.
By: T. Scott Cobb
------------------------------
T. Scott Cobb
Chief Executive Officer
Date: August 28, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed 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>
Ben C. Bryant, Jr. Chairman of the Board August 28, 2000
--------------------------------
Ben C. Bryant, Jr.
T. Scott Cobb Chief Executive Officer August 28, 2000
-------------------------------- (principal executive officer)
T. Scott Cobb
Michael J. Boling Executive Vice President - August 28, 2000
-------------------------------- Finance, Chief Financial Officer,
Michael J. Boling and Treasurer (principal financial
and accounting officer)
Jack R. Blair Director August 28, 2000
--------------------------------
Jack R. Blair
George E. Cates Director August 28, 2000
--------------------------------
George E. Cates
James E. Harwood Director August 28, 2000
--------------------------------
James E. Harwood
Robert G. McEniry Director August 28, 2000
--------------------------------
Robert G. McEniry
</TABLE>
9
<PAGE> 11
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
<S> <C>
10.1 Seventh Modification of Second Amended and Restated Loan Agreement
dated as of August 11, 2000, among Bank of America, N.A., the
Company, and certain of its subsidiaries.
Executive Compensation Plan and Arrangement Filed as Exhibit Pursuant
to Item 14(c) of Form 10-K
10.5 Transitional Support Services Agreement dated August 14, 2000, but
effective as of July 1, 2000, between the Company and Gary E. McCarter.
</TABLE>
