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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Mark one)
X Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
--- Act of 1934
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996
OR
Transition report pursuant to Section 13 or 15(d) of the Securities
--- Exchange Act of 1934
COMMISSION FILE NUMBER: 0-27696
GENSYM CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 04-2932756
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
125 CAMBRIDGEPARK DRIVE
CAMBRIDGE, MA 02140
(Address of principal executive offices)
TELEPHONE NUMBER (617) 547-2500
(Registrant's telephone number, including area code)
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
--- ---
As of November 6, 1996 there were 6,153,247 shares of the Registrant's
Common Stock outstanding.
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The purpose of this filing is to include Exhibit 10.1, which was inadvertantly
left off the filing of the Form 10-Q, which was filed on November 13, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GENSYM CORPORATION
(Registrant)
/s/ Lowell B. Hawkinson
-----------------------
Dated: November 14, 1996 Lowell B. Hawkinson
Chief Executive Officer
(Principal Executive Officer)
/s/ Stephen Gregorio
--------------------
Dated: November 14, 1996 Stephen Gregorio
Vice President Finance and
Administration,
Chief Financial Officer
(Principal Financial and Accounting
Officer)
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Exhibit Index
Exhibit 10.1 - Amendment to Business Loan Agreement dated
October 17, 1996 between Gensym Corporation and State Street
Bank and Trust
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Exhibit 10.1
AMENDMENT TO BUSINESS LOAN AGREEMENT
------------------------------------
This Amendment (this "Amendment") dated as of October 17, 1996 is among
Gensym Corporation, a Delaware corporation, each of Gensym's subsidiaries
named below (collectively, the "Borrower") and State Street Bank and Trust
company (the "Bank").
Reference is made to the Business Loan Agreement dated as of June 20,
1991 by and between the Borrower and the Bank (as amended, the "Agreement").
The Borrower has requested that the Bank reduce the rate on the Borrower's Line
of Credit, and the Bank is wiling to agree to such reduction provided that this
Amendment is executed.
In consideration of the mutual undertakings contained in this
Amendment, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. DEFINITIONS. All terms used herein and not otherwise defined shall
have the meanings set forth in the agreement.
2. Amendments to the Agreement.
---------------------------
Section 1.2 of the Agreement is hereby amended by deleting the following
therefrom: "The $1,000,000 Time Note will bear interest at the Prime Rate plus
one percent (1.0%) per year" and substituting the following therefor: "The
$1,000,000 time Note will bear interest at the Prime Rate".
3. CONDITIONS. The effectiveness of this Amendment is subject to the
following conditions:
(a) Receipt by the Bank of this Amendment duly executed by the
Borrower; and
(b) receipt by the Bank of an amendment to Promissory Note in the form
delivered by the Bank, duly completed and executed by the Borrower.
4. REPRESENTATIONS AND WARRANTIES; NO DEFAULT. The Borrower hereby
represents and warrants that the representations and warranties contained in
Section 2 of the Agreement are true and accurate in all material respects on
and as of the effective date of this Amendment, and no Event of Default and no
event which would constitute, with the lapse of time or the giving of notice,
or both, an event of Default has occurred and is continuing.
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5. MISCELLANEOUS. Except to the extent specifically amended by this
Amendment, the provisions of the Agreement shall remain unmodified, and the
Agreement and all other agreements, documents and certificates relating thereto
are each confirmed as being in full force and effect. This Amendment, the
Agreement and the other agreements, documents and certificates referred to
herein or therein constitute the entire understanding of the parties with
respect to the subject matter hereof and thereof and supersede all prior and
current understandings and agreements, whether written or oral. The invalidity
or unenforceability of any provision hereof shall not affect the validity or
enforceability of any other term or provision hereof. The headings in this
Amendment are for convenience of reference only and shall not alter, limit or
otherwise affect the meaning hereof. This amendment may be executed in any
number of counterparts, which together shall constitute one instrument, and
shall bind and inure to the benefit of the parties and their respective
successors and assigns. The Borrower shall pay the Bank on demand for all
reasonable expenses incurred or paid by the Bank in connection with this
Amendment. This Amendment shall be construed in accordance with the laws (other
than the conflict of laws rules) of The Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed as an instrument under seal by their duly authorized officers
effective as of the day and year first above written.
ATTEST: Gensym Corporation
By: /s/ Lowell B. Hawkinson
----------------------------
Title: Chairman & CEO
By: /s/ Robert L. Moore
----------------------------
Title: President
By: /s/ Stephen Gregorio
----------------------------
Title: Vice President Finance and
Administration and Chief
Financial Officer
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GENSYM International
Corporation
By: /s/ Lowell B. Hawkinson
--------------------------------
Title: Chairman & CEO
By: /s/ Robert L. Moore
--------------------------------
Title: President
GENSYM B.V.
By: /s/ Lowell B. Hawkinson
--------------------------------
Title: Chairman & CEO
By: /s/ Robert L. Moore
--------------------------------
Title: President
GENSYM GmbH
By: /s/ Lowell B. Hawkinson
--------------------------------
Title: Chairman & CEO
By: /s/ Robert L. Moore
--------------------------------
Title: President
GENSYM F.S.C. (V.I.) LIMITED
By: /s/ Lowell B. Hawkinson
--------------------------------
Title: Chairman & CEO
By: /s/ Robert L. Moore
--------------------------------
Title: President
State Street Bank and Trust Company
By: /s/ Deborah M. Aiken
--------------------------------
Title: Vice President
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