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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
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(MARK ONE)
/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
FOR THE TRANSITION PERIOD FROM TO
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COMMISSION FILE NUMBER: 0-27774
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PRISM SOLUTIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 77-0282704
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1000 HAMLIN COURT
SUNNYVALE, CA 94089
(Address of Principal Executive Offices, Including Zip Code)
TELEPHONE NUMBER (408) 752-1888
(Registrant's Telephone Number, Including Area Code)
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Securities Registered Pursuant to Section 12(b) of the Act: NONE
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, $.001 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 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 voting Common Stock held by non-affiliates of
the Registrant as of January 21, 1998 was approximately $22,643,985. Shares of
Common Stock held by each executive, director and 5% or greater shareholder have
been excluded in that such persons may be deemed affiliates. This determination
of affiliate status is not necessarily a conclusive determination for other
purposes. The Company has not issued any shares of non-voting common equity.
As of January 21, 1998, there were approximately 14,777,369 shares of the
Registrant's Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Definitive Proxy Statement in connection with the
Registrant's 1997 Annual Meeting of Stockholders to be held March 20, 1998 in
Sunnyvale, California are incorporated by reference in Part III.
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ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Company, and their respective ages as of
February 4, 1998, are as follows:
NAME AGE POSITION
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Warren M. Weiss.......... 41 President and Chief Executive
Officer
Earl C. Charles.......... 46 Chief Financial Officer and
Secretary
Jeffrey Averick.......... 49 Vice President, Data Quality
Business Unit
Nick Caffarra............ 40 Vice President, Consulting Services
Christopher Hyrne........ 43 Vice President, Marketing
Thuan D. Phan............ 43 Vice President, Vertical Solutions
Strategic Business Unit of the
Company
Mark Rankovic............ 32 Vice President, Asia Pacific Sales
Philip M. Sakakihara..... 53 Vice President, Development
Thomas J. Swanson........ 42 Vice President, North America Sales
Donald N. Taylor......... 43 Vice President, International Sales
Mr. Weiss has been President, Chief Executive Officer and a Director of the
Company since February 1997. From June 1996 to February 1997, he served as
President and Chief Operating Officer of SQRIBE Technologies, a provider of
server-based reporting solutions. From April 1995 to May 1996, Mr. Weiss served
as President and Chief Executive Officer of Strategic Mapping, Inc., a software
and geo-demographic information company. From 1993 to 1994, Mr. Weiss was
employed by NeXT Computer, Inc., a computer systems company, most recently as
Vice President, Worldwide Sales and Service. He has also held senior management
positions at Continuum and Management Science America. Mr. Weiss holds a
Bachelor of Science in Criminology from Western Illinois University.
Mr. Charles has served as Chief Financial Officer and Secretary of the
Company since April 1997. From June 1996 to April 1997, he was Chief Financial
Officer of R2 Technology, Inc., a medical imaging software company. From
September 1993 to June 1996, he was Senior Vice President of Operations and
Chief Financial Officer of Strategic Mapping, Inc., a software and
geo-demographic information company. Prior to that, from 1983 to 1993, he was a
partner at Deloitte & Touche LLP, a public accounting firm. Mr. Charles received
his B.B.A. degree from the University of Notre Dame.
Jeffrey Averick has served as Vice President of Prism Solutions' Data
Quality Business Unit, since July 1997. From August 1993 to July 1997, Mr.
Averick was President and CEO of QDB Solutions. From July 1982 to July 1993, Mr.
Averick held various positions with BGS Systems, Inc., most recently as Vice
President and Executive Officer with responsibility for product development and
customer support. He holds a BA degree in mathematics from Haverford College and
an MA degree in computer science and mathematics from Boston University.
Mr. Caffarra has served as Vice President of Consulting Services since April
1997. From March 1995 to April 1997, he was involved in the consulting services
group for North America. From 1987 to 1995, Mr. Caffara was a Vice President at
A.C. Nielson Marketing Research. Prior to that, he was a Systems Engineering
Manager at ITT Information Systems from 1985 to 1987. From 1983 to 1985, Mr.
Caffara was a Business Systems Consultant with Coopers and Lybrand, LLP. Mr.
Caffara received his B.S. in Applied Economics and Physical Sciences from
Rutgers University in 1983.
Mr. Hyrne has served as Vice President of Marketing for Prism Solutions
since September 1997. From August 1994 to December 1996, he was Director of
Market Development for Taligent, responsible for defining new market
opportunities, early adopter and partner relationships. From June 1977 to July
1994, he was at IBM, holding positions in marketing, large enterprise sales and
new market development. Mr. Hyrne received his B.S. degree in Economics from
Santa Clara University.
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Mr. Phan has been Vice President, Vertical Solutions Strategic Business Unit
and a director of the Company since February 1998. Prior to joining the Company,
he founded Customer Focus International, Inc. ("CFI") and served as CFI's
President and Chief Executive Officer from 1989 until it was acquired by the
Company in January 1998. Before founding CFI, Mr. Phan was employed by Teradata
and prior to that was a Vice President in the Database Technology Group at
Security Pacific Bank's subsidiary, Security Pacific Automation Company. Mr.
Phan holds a Bachelor of Science degree in mathematics and computer science from
the University of Dallas.
Mr. Rankovic has served as Vice President of Asia Pacific Sales since July
1997. From January 1991 to July 1997, Mr. Rankovic was the President and founder
of Object Software Pty Ltd., which the Company acquired in July. From 1986
through 1990, Mr. Rankovic was the Director of Professional Services for
Information Builders, Inc. (and its prior distributor in Australia). Mr.
Rankovic received his Bachelor of Science in Applied Mathematics and Computer
Science with Honours from the University of Adelaide, Australia in 1985.
Mr. Sakakihara joined the Company in December 1995 as Vice President,
Development. From July 1994 to December 1995, he served as Vice President,
Engineering at ViewStar Corporation, a computer software company. Mr. Sakakihara
was employed by Hewlett-Packard Company from 1972 to July 1994, most recently as
General Manager, Distributed Computing Products Operation. Mr. Sakakihara holds
a Bachelor of Arts degree in Applied Mathematics from San Jose State University
and a Master of Science degree in Applied Mathematics from Santa Clara
University.
Mr. Swanson has been with the Company since April, 1994. He has been Vice
President of North American Sales since August, 1997. Prior to that, Mr. Swanson
was Area Vice President for Sales, responsible for the Eastern and Central U.S.
and Canada. From 1985 to 1993, he held a variety of sales and sales management
positions with Comshare, Inc. of Ann Arbor, Michigan. From April 1980 to 1984,
he was a management consultant with Deloitte & Touche LLP. Mr. Swanson received
his B.S.B.A from John Carroll University in Cleveland, Ohio.
Mr. Taylor joined the Company in August 1995 as Vice President,
International Sales. From January 1994 to August 1995, he was employed by Oracle
U.K. Ltd., where he served as Director of Marketing. Prior to joining Oracle
U.K. Ltd., Mr. Taylor was employed by Sun Microsystems, where he served as
Director of Marketing, Northern Europe from January 1992 to December 1993 and as
Director of Marketing, U.K. from November 1991 to January 1992. From 1989 to
August 1991, Mr. Taylor was Vice President, European General Manager at Netwise
International Ltd. He holds a Bachelor of Arts degree in History from Williams
College.
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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 its
report on Form 10-K to be signed on its behalf by the undersigned thereunto duly
authorized.
Date: February 18, 1998
PRISM SOLUTIONS, INC.
(Registrant)
By: /s/ WARREN M. WEISS
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Warren M. Weiss
PRESIDENT, CHIEF EXECUTIVE OFFICER AND
DIRECTOR
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