<PAGE> 1
- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A-1
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 0-27670
ENGINEERING ANIMATION, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 42-1323712
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2321 North Loop Drive, Ames, Iowa 50010
(Address of principal executive offices and zip code)
(515) 296-9908
(Registrant's 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:
Title of Class
--------------
Common Stock, $.01 par value per share
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.
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 9, 1998 was approximately $310,449,520. The number of
outstanding shares of Registrant's Common Stock as of that date was 9,873,475.
Documents Incorporated by Reference: None
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K
(a)(1) Financial Statements
The following consolidated financial statements of Engineering
Animation, Inc. and its subsidiaries are included in Part II of
the Company's 10-K filed March 12, 1998:
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Page
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Report of Ernst & Young LLP ............................... 34
Report of Arthur Andersen LLP ............................. 35
Consolidated Balance Sheets - December 31, 1997 and
1996 ....................................................... 36
Consolidated Statements of Operations - years ended
December 31, 1997, 1996 and 1995 ........................... 37
Consolidated Statements of Stockholders' Equity - years
ended December 31, 1997, 1996 and 1995 ..................... 38
Consolidated Statements of Cash Flows - years ended
December 31, 1997, 1996 and 1995 ........................... 39
Notes to Consolidated Financial Statements ................. 40
</TABLE>
(a)(2) Financial Statement Schedule
None.
(a)(3) List of Exhibits:
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<CAPTION>
Exhibit
Number Description
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<S> <C>
2.1 Amended and Restated Agreement and Plan of Merger among the
Company, COHO, Inc. and Cimtech, Inc.++**
2.2 Amended and Restated Agreement and Plan of Merger among the
Company, Shell Beaver, L.L.C. and Technology Company
Ventures, Inc.++**
2.3 Amended and Restated Agreement and Plan of Merger among the
Company, Transitory Beaver, Inc. and Rosetta Technologies,
Inc.++**
3.1 Certificate of Incorporation*++
3.2 By-laws*++
4.1 Specimen Common Stock Certificate*++
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<CAPTION>
Exhibit
Number Description
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<S> <C>
4.2 Rights Agreement between the Company and First Chicago Trust
Company of New York, dated as of January 1, 1996*++
10.1 Amended and Restated 1994 Stock Option Plan+*++
10.2 Non-Employee Directors Stock Option Plan+*++
10.3 1997 Non-Qualified Stock Option Plan+ ++***
10.4 Employment and Severance Agreements by and between the
Company and Matthew M. Rizai, dated as of January 1, 1996+*++
10.5 Employment and Severance Agreements by and between the
Company and Martin J. Vanderploeg, dated as of January 1,
1996+*++
10.6 Employment and Severance Agreements by and between the
Company and Jamie A. Wade, dated as of January 1, 1996+*++
10.7 Employment and Severance Agreements by and between the
Company and Jay E. Shannan, dated as of January 1, 1996+*++
10.8 Employment and Severance Agreements by and between the
Company and Jeff D. Trom, dated as of January 1, 1996+*++
10.9 Employment Agreement by and between the Company and Michael
J. Jablo, dated as of September 18, 1995+*++
10.10 Option Agreement by and between the Company and Matthew M.
Rizai, dated June 9, 1994+*++
10.11 Option Agreement by and between the Company and Martin J.
Vanderploeg, dated June 9, 1994+*++
10.12 Option Agreement by and between the Company and Matthew M.
Rizai, dated as of February 11, 1995+*++
10.13 Option Agreement by and between the Company and Martin J.
Vanderploeg, dated February 11, 1995+*++
10.14 Option Agreement by and between the Company and Jay E.
Shannan, dated February 11, 1995+*++
10.15 Option Agreement by and between the Company and Jeff D. Trom,
dated February 11, 1995+*++
10.16 Option Agreement by and between the Company and Jamie A.
Wade, dated February 11, 1995+*++
10.17 Ground Lease Agreement between Iowa State University Research
Park Corporation and the Company, dated June 1, 1995*++
10.18 Mortgage between CRE, Inc. and the Company, dated June 29,
1995*++
</TABLE>
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<CAPTION>
Exhibit
Number Description
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<S> <C>
10.19 Lease Assignment and Agreement between CRE, Inc. and the
Company, dated June 14, 1995*++
10.20 Lease Agreement between CRE, Inc. and the Company, dated June
14, 1995*++
10.21 Work for hire Contracts between Wm. C. Brown Publishers, a
division of Wm. C. Brown Communication, Inc. and the Company,
dated November 14, 1994, as amended by Addendum dated
December 21, 1995*++
10.22 Publishing Agreement between Mosby-Year Book, Inc. and the
Company, dated November 1, 1995*++
10.23 Design and Development Agreement between Warner Books, Inc.
and the Company, dated July 17, 1995*++
10.24 Distribution Agreement between SDRC Operations, Inc. and the
Company, dated December 29, 1995*++
10.25 License Agreement between the Company and Iowa State
University Research Foundation, dated July 30, 1990, as
amended on November 15, 1993*++
10.26 Employment Agreement by and between the Company and Michael
Barry, dated as of November 26, 1997+ ++
10.27 Employment Agreement by and between the Company and Patricia
F. Johnson, dated as of December 26, 1996+ ++
10.28 Employment Agreement by and between the Company and Jerome M.
Behar, dated as of May 2, 1997+ ++
10.29 Employment Agreement by and between the Company and Adrian
Sannier, dated as of January 18, 1996+ ++
21.1 Subsidiaries of the Company++
23.1 Consent of Ernst & Young LLP++
23.2 Consent of Arthur Andersen LLP++
27.1 Financial Data Schedule for fiscal year ended December 31,
1997 (filed only in electronic format)++
27.2 Financial Data Schedule for Quarters 1, 2, and 3 of 1997
(filed only in electronic format)
27.3 Financial Data Schedule for fiscal year ended December 31,
1996 (filed only in electronic format)
27.4 Financial Data Schedule for Quarters 1, 2, and 3 of 1996
(filed only in electronic format)
</TABLE>
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_____________
+ Denotes compensatory plan.
++ Previously filed
* Incorporated herein by reference from the Company's
Registration Statement on Form S-1, SEC file no. 33-80705.
** Incorporated herein by reference from the Company's Current
Report on Form 8-K filed December 10, 1997
*** Incorporated herein by reference from the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1997
(b) Reports on Form 8-K
Form 8-K filed December 10, 1997 relating to the Company's acquisition of
Cimtech, Rosetta and TCV. Included Item 2 and Item 7. Financial statements
filed included: (I) Unaudited Pro Forma Combined Financial Statement of
the Company, Cimtech, TCV and Rosetta, (ii) Cimtech Financial Statements,
(iii)TCV Financial Statements, and (iv) Rosetta Financial Statements.
<PAGE> 6
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, on April 30, 1998.
ENGINEERING ANIMATION, INC.
By: /s/ Jamie A. Wade
------------------------------
Jamie A. Wade
Vice President of Administration,
General Counsel, Secretary and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on April 30, 1998 by the following persons on
behalf of the Registrant in the capacities indicated.
Signature Title
--------- -----
/s/ Matthew M. Rizai
- - --------------------------- Chairman, Chief Executive Officer,
Matthew M. Rizai President, Treasurer and Director
(Principal Executive Officer)
/s/ Martin J. Vanderploeg
- - --------------------------- Executive Vice President and Director
Martin J. Vanderploeg
/s/ Jerome M. Behar
- - --------------------------- Vice President of Finance (Principal
Jerome M. Behar Financial and Accounting Officer)
/s/ Jamie A. Wade
- - --------------------------- Vice President of Administration,
Jamie A. Wade General Counsel, Secretary and Director
/s/ Michael Crow
- - --------------------------- Director
Michael Crow
/s/ Laurence J. Kirshbaum
- - --------------------------- Director
Laurence J. Kirshbaum
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