<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-K/A-2
WASHINGTON, DC 20549
[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 _____
COMMISSION FILE NUMBER 0-28904
AWARD SOFTWARE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 94-2893462
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
777 EAST MIDDLEFIELD ROAD, MOUNTAIN VIEW, CALIFORNIA 94043-4023
(Address of principal executive offices, including zip code)
(650) 237-6800
(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
COMMON STOCK, NO PAR VALUE
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. [ ]
Based on the closing sale price of $10.50 on March 17, 1998, the aggregate
market value of the voting stock held by non-affiliates of the Registrant was
$42,880,551.
On March 17, 1998, there were outstanding 6,963,862 shares of the Registrant's
Common Stock.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information regarding the ownership of
the Company's Common Stock as of March 1, 1998 by: (i) each director; (ii) each
of the Named Executive Officers in the Summary Compensation Table employed by
the Company in that capacity on March 1, 1998; (iii) all executive officers and
directors of the Company as a group; and (iv) all those known by the Company to
be beneficial owners of more than five percent of its Common Stock.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP (1)
-------------------------------
NUMBER OF PERCENT OF
BENEFICIAL OWNER SHARES TOTAL
---------------- ------------- ----------------
<S> <C> <C>
Vobis Microcomputer AG (2)........................ 993,742 13.59%
Carlo-Schmid-StraBe
D-5102 Wurselen Germany
George C. Huang (3)............................... 626,409 8.86%
Award Software International, Inc
777 East Middlefield Road
Mountain View, CA 94043
Wellington Management Company, LLP................ 442,400 6.36%
75 State Street
Boston, MA 02109
Sun Corporation................................... 424,797 6.10%
250 Asahi, Kochino-Cho
Konan City, Aichi Prefecture 483 Japan
Venrock Associates (4)............................ 416,666 5.91%
30 Rockfeller Plaza, Room 5508
New York, NY 10112
Fidelity Management & Research Company............ 349,500 5.02%
82 Devonshire Street
Boston, MA 02109
Willy Weck (5).................................... 1,001,867 13.68%
Cheng Ming Lee (6)................................ 572,929 8.23%
Masami Maeda (7).................................. 455,265 6.53%
Anthony Sun (8)................................... 453,919 6.41%
</TABLE>
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<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP (1)
---------------------------------
NUMBER OF PERCENT OF
BENEFICIAL OWNER SHARES TOTAL
---------------- --------------- ----------------
<S> <C> <C>
Lyon T. Lin (9)............................................................ 171,597 2.45%
William P. Tai (10)........................................................ 54,708 *
David S. Lee (11).......................................................... 47,857 *
Ann P. Shen (12)........................................................... 38,870 *
Kevin J. Berry (13)........................................................ 48,298 *
Pierre A. Narath........................................................... 196,714 2.83%
All directors and executive officers as a group (15 persons) (14).......... 3,757,744 48.15%
</TABLE>
____________
* Less than one percent.
(1) This table is based upon information supplied by officers, directors and
principal shareholders and Schedule 13D and 13G filed with the Securities
and Exchange Commission ("SEC"). Unless otherwise indicated in the
footnotes to this table and subject to community property laws where
applicable, the Company believes that each of the shareholders named in
this table has sole voting and investment power with respect to the shares
indicated as beneficially owned. Applicable percentages are based on
6,961,154 shares outstanding on March 1, 1998, adjusted as required by
rules promulgated by the SEC.
(2) Includes (i) 272,394 shares issuable pursuant to a warrant exercisable
within 60 days of March 1, 1998 and (ii) 80,146 shares issuable pursuant to
exercise of Vobis' Catch-up Right. See "Certain Relationships and Related
Transactions." Mr. Weck, a director of the Company, is Finance Manager and
Chief Financial Officer of Vobis Microcomputer AG. Mr. Weck disclaims
beneficial ownership of such shares held by Vobis.
(3) Includes (i) 14,582 shares held by Margaret Huang, (ii) 17,727 shares held
by Dwight Huang, (iii) 17,190 shares held by Edina Huang, Dr. Huang's wife,
son and daughter, respectively. Also includes 87,678 and 20,000 shares
issuable pursuant to options exercisable within 60 days of March 1, 1998 by
Dr. Huang and his wife, respectively. Dr. Huang disclaims beneficial
ownership of shares held by his wife, son and daughter.
(4) Includes (i) 229,302 shares held by Venrock Associates, (ii) 104,031 shares
held by Venrock Associates II, L.P. and (iii) 57,325 and 26,008 shares
issuable pursuant to warrants exercisable within 60 days of March 1, 1998
by Venrock Associates and Venrock Associates II, L.P., respectively. Mr.
Sun, a director of the Company, is a general partner of Venrock Associates.
Mr. Sun disclaims beneficial ownership of shares held by such entities,
except to the extent of his pecuniary interest therein.
(5) Includes 993,742 shares held by Vobis Microcomputer AG of which Mr. Weck
disclaims beneficial ownership. See footnote (2) above. Also includes
8,125 shares issuable pursuant to options exercisable within 60 days of
March 1, 1998.
(6) Includes (i) 348,285 shares held by Taiwan Venture Capital Corporation,
(ii) 186,945 shares held by Fidelity Venture Capital Corporation and (iii)
14,211 shares held by Hwaxing Capital Corporation. Dr. Lee, a director of
the Company, is President and Chief Executive Officer of Taiwan Venture
Capital Corporation, Fidelity
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Venture Capital Corporation and Hwaxing Capital Corporation. Dr. Lee is
deemed to have voting power over the shares held by such entities. He
disclaims beneficial ownership of the shares held by such entities.
(7) Includes (i) 424,797 shares held by Sun Corporation and (ii) 10,156 shares
issuable pursuant to options exercisable within 60 days of March 1, 1998.
Mr. Maeda, a director of the Company, is President, Chief Executive Officer
and majority shareholder of Sun Corporation.
(8) Includes (i) 229,302 shares held by Venrock Associates, (ii) 104,031 shares
held by Venrock Associates II, L.P. and (iii) 57,325 and 26,008 shares
issuable pursuant to warrants exercisable within 60 days of March 1, 1998
by Venrock Associates and Venrock Associates II, L.P., respectively. Mr.
Sun, a director of the Company, is a general partner of Venrock Associates.
Mr. Sun disclaims beneficial ownership of shares held by such entities,
except to the extent of his pecuniary interest therein. Also includes
37,253 shares issuable pursuant to options exercisable within 60 days of
March 1, 1998.
(9) Includes (i) 6,862 shares held by Anne Lin, Mr. Lin's wife, (ii) 5,000
shares held by each of Christine Lin and Eric Lin, Mr. Lin's children, and
(iii) 50,625 and 6,093 shares issuable pursuant to options exercisable
within 60 days of March 1, 1998 by Mr. Lin and his wife, respectively. Mr.
Lin disclaims beneficial ownership of shares held by his wife and children.
(10) Includes 42,708 shares issuable pursuant to options exercisable within 60
days of March 1, 1998.
(11) Includes 17,857 shares issuable pursuant to options exercisable within 60
days of March 1, 1998.
(12) Includes 24,915 shares issuable pursuant to options exercisable within 60
days of March 1, 1998.
(13) Includes 46,725 shares issuable pursuant to options exercisable within 60
days of March 1, 1998.
(14) Includes 407,601, 355,727, and 80,146 shares issuable pursuant to options,
warrants and other rights, respectively, to purchase shares exercisable
within 60 days of March 1, 1998 by executive officers and directors as a
group.
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SIGNATURES
IN ACCORDANCE WITH THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS AMENDMENT TO ANNUAL
REPORT ON FORM 10-K/A-2 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, ON THE 27TH DAY OF MAY 1998.
AWARD SOFTWARE INTERNATIONAL, INC.
By: /s/ GEORGE C. HUANG
--------------------------
GEORGE C. HUANG
CHAIRMAN OF THE BOARD, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,
THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT IN THE CAPACITIES AND ON THE DATES STATED.
<TABLE>
<CAPTION>
Signature TITLE DATE
- --------- ----- ----
<S> <C> <C>
Chairman of the Board, President, May 27, 1998
/s/ George C. Huang Chief Executive Officer and
- --------------------------- Director (Principal Executive
GEORGE C. HUANG Officer )
/s/ Kevin J. Berry Vice President, Finance, Chief May 27, 1998
- --------------------------- Financial Officer, Treasurer and
KEVIN J. BERRY Secretary (Principal Financial and
Accounting Officer )
* Director May 27, 1998
- ---------------------------
CHENG MING LEE
* Director May 27, 1998
- ---------------------------
DAVID S. LEE
* Director May 27, 1998
- ---------------------------
MASAMI MAEDA
* Director May 27, 1998
- ---------------------------
ANTHONY SUN
* Director May 27, 1998
- ---------------------------
WILLIAM P. TAI
* Director May 27, 1998
- ---------------------------
WILLY WECK
</TABLE>
* By: /s/ George C. Huang
-------------------------
GEORGE C. HUANG
ATTORNEY-IN-FACT
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