<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
To
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED COMMISSION FILE NUMBER
DECEMBER 31, 1998 000-24597
CARRIER ACCESS CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 84-1208770
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
5395 PEARL PARKWAY, BOULDER, CO 80301
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 442-5455
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class)
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. [X]
As of April 28, 1999, there were 23,845,279 shares of the Registrant's common
stock outstanding and the aggregate shares on the Nasdaq National Market on
April 28, 1999) was approximately $942,455,195. Shares of common stock held by
each executive officer and director have been excluded in that such persons may
be deemed to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.
<PAGE>
EXPLANATORY NOTE
This Annual Report on Form 10-K/A ("Form 10-K/A") is being filed as
Amendment No. 1 to the Registrant's Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 31, 1999 ("Form 10-K") for the
purpose of amending Items 10, 11, 12 and 13 of Part III of the Registrant's Form
10-K.
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information regarding the executive
officers and directors of the Company as of April 28, 1999:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Roger L. Koenig............................... 44 President, Chief Executive Officer and
Chairman of the Board of Directors
Nancy Pierce.................................. 41 Vice President, Finance and Administration, Chief Financial
Officer, Treasurer and Secretary and Director
Shrichand B. Dodani........................... 41 Vice President, Engineering
J. Randy Shipley.............................. 44 Vice President, Sales
John W. Stahura............................... 44 Vice President, Operations
John Barnett, Jr.............................. 58 Director
Douglas Carlisle.............................. 41 Director
Joseph Graziano (1)(2)........................ 54 Director
Ryal Poppa (1)(2)............................. 64 Director
</TABLE>
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(1) Member of Audit Committee
(2) Member of Compensation Committee
Roger L. Koenig. Mr. Koenig has served as President, Chief Executive
Officer and Chairman of the Board of Directors of the Company since its
inception in September 1992. Prior to co-founding the Company, Mr. Koenig
served as the President and Chief Executive Officer of Koenig Communications, an
equipment systems integration and consulting firm. Prior to founding Koenig
Communications, Mr. Koenig held a number of positions with IBM/ROLM Europe, a
telecommunications equipment manufacturer, including Engineering Section Manager
for Europe. Mr. Koenig received a B.S. in Electrical Engineering from Michigan
State University and an M.S. in Engineering Management from Stanford University.
Nancy Pierce. Ms. Pierce has served as Vice President-Finance and
Administration, Chief Financial Officer, Treasurer, Secretary and Director of
the Company since its inception in September 1992. Prior to co-founding the
Company, Ms. Pierce served as the Controller of Koenig Communications, an
equipment systems integration and consulting firm. Prior to joining Koenig
Communications, Ms. Pierce was a systems analyst at IBM Corporation and an
internal auditor at ROLM Corporation. Ms. Pierce received a B.S. in
Communication Disorders from Colorado State University and an M.B.A. from
California State University, Chico.
Shrichand B. Dodani. Mr. Dodani has served as Vice President, Engineering
since April 1998, after having served as Vice President, Manufacturing and
Engineering from August 1997 through April 1998. Mr. Dodani served as Vice
President, Engineering and Sales of Aztek Engineering from March 1996 through
August 1997. From August 1993 through March 1996, Mr. Dodani served as a Vice
President for Nortel Asia Pacific and as director for Nortel European
Transmission System, both of which are subsidiaries of Nortel. From August 1988
through August 1993, Mr. Dodani served as Segment Manager (Director of Product
Management) in Europe and the U.S. for Alcatel Network Systems. Mr. Dodani
received a B.S. in Physics and Math from Gujarat University, India and an M.B.A.
and an M.S. in Computer Science from the University of Texas.
J. Randy Shipley. Mr. Shipley has served as Vice President, Sales of the
Company since April 1998. From April 1997 to April 1998, Mr. Shipley served as
Senior Vice President, National Distribution for e.spire, a competitive local
exchange carrier. From September 1986 to April 1997, Mr. Shipley served in
several capacities, the final position being Vice President, Data Network
Systems Integration, for Williams Telecommunications Systems, Inc., a
diversified telecommunications company.
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<PAGE>
John W. Stahura. Mr. Stahura has served as Vice President, Operations of
the Company since April 1998. From July 1996 to April 1998, Mr. Stahura served
as President of Vaner, Inc., an electronics power conversion company. From May
1990 to May 1996, Mr. Stahura served as Vice President, Operations for
Solidstate Controls, Inc., a power conversion company. From January 1984 to May
1990, Mr. Stahura served as Director of Operations for Keltec Florida
Manufacturing, an electronics manufacturing company. Mr. Stahura received a
B.S. in Mathematics from the U.S. Naval Academy.
John Barnett, Jr. Mr. Barnett has served as a Director of the Company
since December 1998. Mr. Barnett is currently President of the Wholesale
Services division of MCI WorldCom, Inc. (February 1997-present) and was
President of WorldCom International from June 1996 through February 1997. From
January 1995 until June 1996, Mr. Barnett served as Senior Vice President of
Sales and Marketing of Williams Communications Company. From July 1993 until
January 1995, Mr. Barnett served as President of WilTel International, a
division of WilTel Network Services. WilTel Network Services is a predecessor
of WorldCom, Inc. Mr. Barnett has also served as a Director of America's
Carrier Telecommunication Association (ACTA), the Multimedia Telecommunication
Association as well as several privately held corporations. Mr. Barnett
received a B.A. in Political Science from Tulane University.
Douglas Carlisle. Mr. Carlisle has served as a Director of the Company
since September 1997. Mr. Carlisle has been a General Partner of Menlo Ventures
since September 1984. Mr. Carlisle has served as a director of numerous public
and private companies over the past 15 years. Mr. Carlisle received a B.S.E.E.
in Electrical Engineering from the University of California, Berkeley and a J.D.
and an M.B.A. from Stanford University.
Joseph Graziano. Mr. Graziano has served as a Director of the Company
since July 1996. Mr. Graziano served as Executive Vice President, Chief
Financial Officer of Apple Computer, Inc. during the period from June 1989
through December 1995. Mr. Graziano also served as a Director at Apple Computer
from June 1993 through October 1995. Mr. Graziano also serves as a Director of
IntelliCorp., Inc., an enterprise software company, Pixar Animation Studios and
CIDCO, a developer of advanced telephony products, and several private companies
in the software and telecommunications industries. Mr. Graziano received a
B.S.B.A. in Business Administration from Merrimack College. Mr. Graziano is
also a Certified Public Accountant.
Ryal Poppa. Mr. Poppa has served as a Director of the Company since May
1996. Mr. Poppa has been a private investor since June 1996. Mr. Poppa was the
Chairman of the Board of Directors, President and Chief Executive Officer of
Storage Technology Corporation, a data storage company, from January 1985 to May
1996. Mr. Poppa also currently serves as a Director of Metrocall, a paging
company, and Redcape Policy Software, Inc., an enterprise software company. Mr.
Poppa received a B.A. in Business Administration from Claremont McKenna College.
There are no family relationships between any of the executive officers and
directors, other than that between Mr. Koenig and Ms. Pierce. See "Certain
Relationships and Related Transactions."
Section 16(A) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act ("Section 16(a)") requires the
Registrant's executive officers, directors and persons who own more than ten
percent of the Registrant's Common Stock, to file initial reports of ownership
on Form 3 and changes in ownership on Form 4 or Form 5 with the SEC and the
National Association of Securities Dealers, Inc. Such executive officers,
directors and ten percent shareholders are also required by SEC rules to furnish
the Registrant with copies of all such forms that they file.
Based solely on its review of the copies of such forms received by the
Registrant and written representations from certain reporting persons that no
Forms 5 were required for such persons, the Registrant believes that during
fiscal 1998 all Section 16(a) filing requirements applicable to its executive
officers, directors and ten percent shareholders were complied with.
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth, with respect to the Company's Chief
Executive Officer and the other four most highly compensated executive officers
of the Company whose salary and bonus exceeded $100,000 for the fiscal year
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ended December 31, 1998 (collectively, the "Named Officers"), information
regarding compensation paid for services to the Company during the last three
fiscal years:
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term Compensation
Annual Compensation Awards
--------------------------- Number of Securities
Name and Principal Position Year Salary($) Bonus($) Underlying Options
- ----------------------------------------------------- ---- ----------- ----------- -----------------------
<S> <C> <C> <C> <C>
Roger L. Koenig 1998 163,462 50,000.00 --
President, Chief Executive Officer and 1997 143,269 -- --
Chairman of the Board of Directors.................... 1996 -- -- --
Nancy Pierce 1998 113,461 35,000.00 --
Vice President, Finance and Administration, Chief 1997 94,615 -- --
Financial Officer, Treasurer and Secretary............ 1996 -- -- --
1998 135,000 76,998.00 37,500
Shrichand B. Dodani 1997 43,538 -- 187,500
Vice President, Engineering........................... 1996 -- -- --
1998 93,462 119,449.00 175,000
J. Randy Shipley 1997 -- -- --
Vice President, Sales................................. 1996 -- -- --
1998 93,981 22,500.00 112,500
John Stahura 1997 -- -- --
Vice President, Operations............................ 1996 -- -- --
</TABLE>
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Option Grants In Last Fiscal Year
The following table shows, as to each of the Named Officers, information
concerning stock options granted during the fiscal year ended December 31, 1998.
Option Grants In Last Fiscal Year
<TABLE>
<CAPTION>
Individual Grants
---------------------------------------------------------------- Potential Realizable Value
Number of at Assumed Annual Rates of
Securities Percent of Total Stock Price Appreciation
Underlying Options Granted for Option Term($)(4)
Options to Employees in Exercise Price Date of ---------------------------
Name Granted (#)(1) Fiscal Year(%)(2) Per Share($)(3) Expiration 5% 10%
- ---------------------------- -------------- ---------------- -------------- ------------ ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Roger L. Koenig............. -- -- -- -- -- --
Nancy Pierce................ -- -- -- -- -- --
Shrichand B. Dodani......... 37,500 2.7% $ 11.00 6/30/2003 $ 115,500 $ 251,625
J. Randy Shipley............ 150,000 10.6% $ 4.00 4/13/2003 $ 168,000 $ 366,000
25,000 1.8% $ 16.875 10/2/2003 $ 118,125 $ 257,344
John Stahura................ 112,500 8.0% $ 4.00 4/6/2003 $ 141,120 $ 274,500
</TABLE>
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(1) All options were granted under the 1998 Stock Incentive Plan (the "1998
Plan"). Each option is immediately exercisable for all the option shares,
but any unvested shares purchased upon exercise of the option are subject
to repurchase by the Company, at the option exercise price paid per share,
should the optionee's service with the Company cease prior to vesting of
such shares.
(2) Based on an aggregate of 1,411,650 options granted in fiscal year 1998.
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<PAGE>
(3) The exercise price per share of options granted represents fair market
value of the common stock on the dates the respective options were granted
as determined by the Board of Directors, and, for options granted after
July 1998, such fair market value was based on the closing price of the
common stock on the date of grant as reported on the Nasdaq National
Market.
(4) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. The 5% and
10% rates of stock price appreciation are mandated by the rules of the
Securities and Exchange Commission, and there can be no assurance provided
to any executive officer or any other holder of the Company's securities
that the actual stock price appreciation over the five-year option term
will be at the assumed 5% and 10% levels or at any other defined level.
Unless the market price appreciates over the option term, no value will be
realized from the option grant.
Option Exercises And Holdings
The following table sets forth information concerning option exercises and
option holdings for the fiscal year ended December 31, 1998, with respect to
each of the Named Officers. No stock options or stock appreciation rights were
exercised during the fiscal year ended December 31, 1998 by the Named Executive
Officers and no stock appreciation rights were outstanding at the end of the
fiscal year ended December 31, 1998.
<TABLE>
<CAPTION>
Number of Securities Underlying
Unexercised Options at Fiscal Year
End (#) Value of Unexercised
----------------------------------- in-the-Money Options at
Name Exercisable(1) Unexercisable Fiscal Year End($)(2)
- -------------------------------------- ------------- --------------- -----------------
<S> <C> <C> <C>
Roger L. Koenig -- -- --
Nancy Pierce -- -- --
Shrichand B. Dodani................... 187,500 -- 6,457,500
J. Randy Shipley...................... 175,000 -- 6,027,000
John Stahura.......................... 112,500 -- 3,874,500
</TABLE>
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(1) The options are immediately exercisable for all the option shares, but any
shares purchased under the options will be subject to repurchase by the
Company at the original purchase price per share upon the optionee's
cessation of service prior to vesting in such shares.
(2) Based on $34.44 per share, the fair market value of the common stock at
December 31, 1998, as determined based on the closing price of the common
stock on such date as reported on the Nasdaq National Market, less the
option exercise price payable for such shares.
Employment Agreements and Change of Control Arrangements
The Company does not have any employment contracts with any of its
executive officers. Under the 1998 Plan, upon a change of control of the
Company, outstanding options held by executive officers will automatically
accelerate in full and all unvested shares of common stock issued to such
individuals will immediately vest in full unless assumed by the successor
corporation.
Director Compensation
The Company currently does not compensate any member of the Company's Board
of Directors and does not intend to pay cash compensation to non-employee
directors. However, members of the Board of Directors are eligible to receive
discretionary option grants and stock issuances under the 1998 Plan. In
addition, non-employee directors each receive an initial 15,000-share automatic
option grant upon becoming a director. Each initial 15,000-share option grant
vests in four successive equal annual installments upon the individual's
completion of each year of service on the Board of Directors over the four year
period measured from the option grant date. Each director also receives a
3,500-share option grant on the date of each annual meeting of stockholders
pursuant to the 1998 Plan. The 3,500-share option grant vests upon the
individual's completion of one year of Board service measured from the option
grant date. All such option grants are granted at the fair market value on the
date of grant. The 1998 Plan also permits the plan administrator to activate a
director fee option grant program.
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<PAGE>
Compensation Committee Interlocks And Insider Participation
The members of the Compensation Committee of the Company's Board of
Directors are Mr. Graziano and Mr. Poppa. No executive officer of the Company
serves on the board of directors or compensation committee of any entity which
has one or more executive officers serving as a member of the Company's Board of
Directors or Compensation Committee.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the common stock as of April 28, 1999 by (i) all persons who are
beneficial owners of 5% or more of the common stock, (ii) each of the Company's
directors, (iii) each of the Named Officers and (iv) all current directors and
executive officers of the Company as a group.
<TABLE>
<CAPTION>
Percentage of
Number of Shares Shares
Beneficially Beneficially
Name and Address of Beneficial Owner (1) Owned(2) Owned(2)
- ---------------------------------------- ---------------- -----------------
<S> <C> <C>
Entities affiliated with Menlo Ventures (3)................................... 1,570,641 6.6%
3000 Sand Hill Road, Building 4, Suite 100
Menlo Park, CA 94025
Roger L. Koenig (4)........................................................... 13,921,116 58.5
Nancy Pierce (5).............................................................. 13,921,116 58.5
KELD, LLC (6)................................................................. 10,500,000 44.1
Shrichand B. Dodani (7)....................................................... 213,724 *
J. Randy Shipley (8).......................................................... 202,000 *
John W. Stahura (9)........................................................... 102,500 *
John Barnett, Jr. (10)........................................................ 37,300 *
Douglas Carlisle (3).......................................................... 1,570,641 6.6
Joseph Graziano (11).......................................................... 187,540 *
Ryal Poppa (12)............................................................... 223,924 *
All directors and executive officers as a group (9 persons)(13)............... 16,458,745 67.8
</TABLE>
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* Less than 1%
(1) Except as otherwise noted, the address of each person listed on the table
is c/o Carrier Access Corporation, 5395 Pearl Parkway, Boulder, Colorado
80301.
(2) Number and percentage of shares beneficially owned is based on 23,845,279
shares outstanding as of April 28, 1999. Beneficial ownership is
determined in accordance with the rules of the Securities and Exchange
Commission and generally includes voting or investment power with respect
to securities. Shares of common stock subject to options currently
exercisable or exercisable within 60 days of April 28, 1999 are deemed to
be outstanding and to be beneficially owned by the person holding such
options for the purpose of computing the number of shares beneficially
owned by the person holding such options for the purpose of computing the
number of shares beneficially owned and the percentage of such person or
entity holding such securities but are not outstanding for the purpose of
computing the percentage of any other person or entity. Except as
indicated by footnotes to the table, and subject to the applicable
community property laws, based on information provided by the persons shown
in the table, such persons have sole voting and investment power with
respect to all shares of common Stock shown as beneficially owned by them.
(3) Represents 1,503,006 shares held of record by Menlo Ventures VII, L.P. and
67,635 shares held of record by Menlo Entrepreneurs Fund VII, L.P.
(collectively, the "Menlo Partnerships"). Mr. Carlisle, a director of the
Company, is a managing member of MV Management VII, LLC, the General
Partner of each of the Menlo Partnerships, and has shared voting and
investment power with respect to the shares held by the Menlo Partnerships.
However, Mr. Carlisle disclaims beneficial ownership of all such shares,
except to the extent of his pecuniary interest therein as a result of his
indirect general partnership interest in each of the Menlo Partnerships.
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<PAGE>
(4) Represents 1,711,558 shares held by Mr. Koenig, 1,709,558 shares held by
Ms. Pierce and 10,500,000 shares held by KELD, LLC. Mr. Koenig is a
managing member of KELD, LLC and has shared voting and investment power
over the shares held by KELD, LLC.
(5) Represents 1,709,558 shares held by Ms. Pierce, 1,711,558 shares held by
Mr. Koenig and 10,500,000 shares held by KELD, LLC. Ms. Pierce is a
managing member of KELD, LLC. Ms. Pierce is a managing member of KELD, LLC
and has shared voting and investment power over the shares held by KELD,
LLC.
(6) Mr. Koenig and Ms. Pierce are managing members of KELD, LLC and have shared
voting and investment power over the shares held by KELD, LLC.
(7) Includes 131,250 shares of common stock issuable upon exercise of
immediately exercisable options, all of which are subject to the Company's
right of repurchase.
(8) Includes 200,000 shares of common stock issuable upon exercise of
immediately exercisable options, 162,500 of which are subject to the
Company's right of repurchase.
(9) Includes 102,500 shares of common stock issuable upon exercise of
immediately exercisable options, 93,750 of which are subject to the
Company's right of repurchase.
(10) Includes 30,000 shares of common stock issuable upon exercise of
immediately exercisable options, all of which are subject to the Company's
right of repurchase.
(11) Includes 75,000 shares of common stock issued upon early exercise of
immediately exercisable options, 37,500 of which are subject to the
Company's right of repurchase.
(12) Includes 75,000 shares of common stock issued upon early exercise of
immediately exercisable options, 37,500 of which are subject to the
Company's right of repurchase.
(13) Includes 463,750 shares of common stock issued upon exercise of immediately
exercisable options, 417,500 of which are subject to the Company's right of
repurchase. Also includes 75,000 shares issued pursuant to early option
exercises which are subject to the Company's right of repurchase.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Roger L. Koenig, the Company's President and Chief Executive Officer, and
Nancy Pierce, the Company's Vice President, Finance and Administration, Chief
Financial Officer, Treasurer and Secretary, are married to each other.
In the past, the Company has granted options to certain of its executive
officers and directors and the Company intends to continue to grant options to
its executive officers and directors in the future.
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<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 on
Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly
authorized, on this 28th day of April, 1999.
CARRIER ACCESS CORPORATION
By: /s/ NANCY PIERCE
---------------------------------
Nancy Pierce
Vice President, Finance and
Administration,
Chief Financial Officer, Treasurer
and Secretary
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