SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1996 Commission File Number 0-21041
OBJECT DESIGN, INC.
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(Exact name of registrant as specified in its charter)
Delaware 02-0424252
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
25 Mall Road, Burlington, MA 01803
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 674-5000
Securities registed pursuant to Section 12(b) of the Act:
Common Stock, par value $.001
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Securities registered pursuant to Section 12(g) of the Act: None
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 the Form 10-K. _________
The aggregate market value of voting stock held by non-affiliates of the
Registrant, based on the closing price of the Common Stock on February 28, 1997
as reported by the Nasdaq National Market, was approximately $77,530,285. For
purposes of the foregoing calculation, the Company has assumed that each
director, executive officer and holder of 10% or more of the voting stock of the
Company is an affiliate. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.
As of February 28, 1997 the Registrant had outstanding 26,790,476 shares of
Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the Company's Definitive Proxy Statement for its 1997 Annual
Meeting of Stockholders are incorporated by reference into Part III of this
Annual Report on Form 10-K. Exhibit index is located on page 37.
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EXPLANATION
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This amendment is being filed to include an additional exhibit inadvertently
omitted from the report as originally filed. The additional exhibit is the
Report of Independent Accountants on Financial Statement Schedule filed as
Exhibit 99.1 herewith. The Consent of Coopers & Lybrand L.L.P. originally filed
as Exhibit 23.1 includes its consent to the inclusion in this amendment of
Exhibit 99.1. Part IV, Item14 is therefore modified to read as follows:
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
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(a) The following documents are filed as part of this Report:
(1) Financial Statements
Report of Independent Accountants
Consolidated Balance Sheets as of December 31, 1996 and 1995
Consolidated Statements of Operations for the years ended December 31, 1996,
1995, 1994 Consolidated Statements of Cash Flows for the years ended December
31, 1996, 1995, 1994 Consolidated Statements of Stockholders' Equity for the
years ended December 31, 1996, 1995, 1994 Notes to Consolidated Financial
Statements
(2) Financial Statement Schedules
Except for Schedule II, Valuation and Qualifying Accounts which is contained in
Item 8 hereof, all schedules are omitted because the required information is
either inapplicable or presented in the Consolidated Financial Statements or
Notes thereto.
(3) Exhibits
Exhibit
Number Description
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*3.3 Restated Certificate of Incorporation, as amended
*3.5 By-laws of the Company
*4.1 Specimen certificate for Common Stock of the Company
*10.1* 1989 Incentive and Nonqualified Stock Option Plan
*10.2* 1995 Nonqualified Stock Option Plan
*10.3* 1996 Incentive and Nonqualified Stock Option Plan
*10.4* 1996 Employee Stock Purchase Plan
*10.12 Lease dated September 15, 1993 between the Company and 25 Mall
Road Trust.
*10.13 First Amendment to Lease dated June 28, 1994 between the Company
and 25 Mall Road Trust
*10.14 Second Amendment to Lease dated
March 1, 1996 between the Company and 25 Mall Road Trust
*10.15* Employment Agreement dated December 21, 1995 between the Company
and Robert N. Goldman as
amended by Amendment to Employment Agreement dated May , 1996
*10.16* Employment Agreement dated December 21, 1995 between the Company
and Justin J. Perreault, as amended by Employment Agreement
dated May, 1996
*10.17* Severance Agreement dated March 1, 1996 between the Company and
Thomas M. Atwood
*10.20 Sixth Amended and Restated Stockholders' Agreement dated
February 13, 1996 among the Company and certain of its
stockholders
*10.21 Amended and Restated IBM Stockholders' Agreement dated May 14,
1993 among the Company, International Business Machines
Corporation ("IBM") and certain other stockholders of the
Company, as amended by a Second Amendment dated March 31, 1994,
as further amended by a Third Amendment dated June 10, 1994 and
as further amended by a Fourth Amendment dated February 14, 1996
*10.22 Amended and Restated Registration Rights Agreement dated
June 29, 1990 between the Company and certain of its
stockholders, as amended by Amendment No. 1 dated October 1,
1990, as further amended by Amendment No. 2 dated July 29, 1991,
as further amended by Amendment No. 3 dated March 12, 1992, as
further amended by Amendment No. 4 dated April 12, 1993, as
further amended by Amendment No. 5 dated May 14, 1993, as further
amended by Amendment No. 6 dated March 31, 1994 and as further
amended by Amendment No. 7 dated February 13, 1996
*10.23 Master Lease and Warrant Agreement dated October 1, 1990 between
the Company and PacifiCorp Credit, Inc. d/b/a Pacific Venture
Finance, Inc. ("PacifiCorp")
*10.24 Preferred Stock Purchase Warrant dated October 1, 1990 between
the Company and PacifiCorp.
*10.25 Internal Use and Substrate Agreement dated April 10, 1993
between the Company and IBM
*10.26 Break-Up Agreement dated April 10, 1993 between the Company
and IBM
*10.27 Escrow Agreement dated April 10, 1993 between the Company and IBM
*10.28 Master Agreement dated April 10, 1993 between the Company and IBM
*10.29 First Amended and Restated Agreement Regarding Confidential
Information dated February 11, 1993 between Company and IBM
10.30 Loan and Security Agreement dated December 17, 1996 between the
Company and The First National Bank of Boston
10.31 $2,000,000 Revolving Note dated December 17, 1996 by the Company
payable to The First National Bank of Boston
11.1 Computation of Earnings per Share
*21.1 List of Subsidiaries of the Company
23.1 Consent of Coopers & Lybrand L.L.P.
27.1 Financial Data Schedule
99.1 Report of Independent Accountants on Financial Statement Schedule
(b) Reports on Form 8-K
The Company did not file any Report on Form 8-K during the quarter ended
December 31, 1996.
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 be signed on its
behalf by the undersigned, thereunto duly authorized.
Date: April 25, 1997 OBJECT DESIGN, INC.
/s/ LACEY BRANDT
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LACEY BRANDT
Chief Financial Officer
EXHIBIT 99.1
REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE
To the Board of Directors and Stockholders of Object Design, Inc.:
Our report on the consolidated financial statements of Object Design, Inc., is
included on page 17 of this Annual Report on Form 10-K. In connection with our
audits of such financial statements, we have also audited the related financial
statement schedule for each of the three years in the period ending December 31,
1996, listed in the index of this Annual Report on Form 10-K.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly, in all material respects, the information required to be
included therein.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
February 11, 1997
