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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1 TO FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED] FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED] FOR THE TRANSITION PERIOD FROM
____________ TO ___________
COMMISSION FILE NUMBER: 0-21761
GEOTEL COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 04-3194255
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
900 CHELMSFORD STREET
TOWER II, 12TH FLOOR
LOWELL, MASSACHUSETTS 01851
(Address of principal executive office)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 978-275-5100
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK $0.01 PAR VALUE
(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. [ ]
As of March 23, 1999 there were 27,143,429 shares outstanding of the
registrant's common stock, $0.01 par value. As of that date, the aggregate
market value of voting stock held by non-affiliates of the registrant was
approximately $754,895,000.
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This Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K for
the fiscal year ended December 31, 1998 (as amended, the "Report"), is being
filed to add Exhibit 10.26 to the Report. The other exhibits to the Report have
been previously filed with the Securities and Exchange Commission.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
1. Financial Statements
Previously filed with the Report.
2. Schedule
Previously filed with the Report.
3. Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the quarter ended
December 31, 1998.
4. Exhibits
Documents listed below, except for documents identified by an asterisk, are
being filed as exhibits herewith. Documents identified by parenthetical
numbers are not being filed herewith and, pursuant to Rule 12b-32 of the
General Rules and Regulations promulgated by the Commission under the
Securities Exchange Act of 1934 (the "Act"), reference is made to such
documents as previously filed as exhibits with the Commission.
EXHIBIT NO. DESCRIPTION OF EXHIBIT
*3.1 Amended and Restated Certificate of Incorporation of the Company.
*3.2 By-Laws of the Company, as amended and restated.
*4.1 Specimen of Stock Certificate representing shares of Common Stock.
*10.1 Stock Purchase Agreement between the Company and the Investors
named therein, dated August 9, 1995.
*10.2 Amended and Restated Stockholders Agreement between the Company
and certain stockholders of the Company, dated August 9, 1995.
*10.3 Amended and Restated Founders Registration Rights Agreement
between the Company, G. Wayne Andrews, John C. Thibault and Steven
Webber.
*10.4 Development/License Agreement between the Company and DANAR
Corporation, dated March 4, 1996.
*10.5 Software License and Technical Support Agreement between the
Company and MCI Telecommunications Corporation, dated as of June
17, 1996.
*10.6 Software License and Distribution Agreement between the Company
and Optus Systems PTY Ltd. dated as of March 29, 1996.
*10.7 Office lease by and between Nationwide Life Insurance Company and
the Company, dated as of November 22, 1996.
*10.8 Loan Modification Agreement between the Company and Silicon Valley
Bank, dated September 11, 1996.
*10.9 Letter Agreement between Silicon Valley Bank and the Company,
dated September 11, 1996.
*10.10 Letter Agreement between Silicon Valley Bank and the Company,
dated May 1, 1995.
*10.11 Letter Agreement between Silicon Valley Bank and the Company,
dated May 18, 1994.
*10.12 Promissory Note executed by the Company in favor of Silicon Valley
Bank, dated March 1, 1996.
*10.13 Executive Change in Control Agreement between the Company and
Timothy J. Allen, dated September 26, 1996.
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*10.14 Executive Change in Control Agreement between the Company and G.
Wayne Andrews, dated September 26, 1996.
*10.15 Executive Change in Control Agreement between the Company and John
C. Thibault, dated September 26, 1996.
*10.16 Executive Change in Control Agreement between the Company and
Louis J. Volpe, dated September 26, 1996.
*10.17 Executive Change in Control Agreement between the Company and
Steven H. Webber, dated September 26, 1996.
****10.18 GeoTel Communications Corporation Second Amended and Restated
1995 Stock Option Plan.
*10.19 GeoTel Communications Corporation 1993 Restricted Stock Purchase
Plan.
******10.20 GeoTel Communications Corporation Second Amended and Restated 1996
Employee Stock Purchase Plan.
**+10.22 Software Agreement Incorporating Licensing Rights between the
Company and Digital Equipment Co., Limited, dated December 1, 1996
**10.23 Sublease Agreement between the Company and National Medical Care,
Inc. d/b/k Fresenius Medical Care-North America dated February 7,
1997.
***10.24 First Sublease Amendment between National Medical Care, Inc.
d/b/k Fresenius Medical Care-North America dated October 29, 1997.
*****10.25 Second Amended and Restated 1998 Non-Executive Employee Stock
Option Plan.
10.26 Memorandum to Louis Volpe
******21.1 List of Subsidiaries
******23.1 Consent of PricewaterhouseCoopers LLP
******24.1 Power of Attorney (included on the signature pages of the Annual
Report on Form 10-K).
******27.1 Financial Data Schedule
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* Incorporated by reference to the Company's Registration Statement on Form
S-1 filed with the Securities and Exchange Commission (Reg. No.
333-13263).
** Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1996.
*** Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1997.
**** Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1998.
***** Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1998.
****** Previously filed with the Report.
+ Confidential Treatment Requested.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this Report to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Boston, Commonwealth of Massachusetts on the 12th day of April, 1999.
GEOTEL COMMUNICATIONS CORPORATION
By: /s/ TIMOTHY J. ALLEN
-----------------------------------
TIMOTHY J. ALLEN
VICE PRESIDENT OF FINANCE, CHIEF
FINANCIAL OFFICER, TREASURER AND
SECRETARY
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EXHIBIT 10.26
Memorandum
TO: Lou Volpe
FROM: John Thibault
DATE: April 2, 1998
Re: Retention Compensation
In consideration of your contributions to GeoTel's success during the last three
years and the discussions to your succession, we have mutually agreed to the
following:
1 You will continue on a full-time basis in your role as Senior Vice
President, Worldwide Sales and Marketing through February 1, 1999.
2. You will be available to the company on a part-time basis from February 1,
1999 through April 30, 1999. We will mutually agree to the definition of
"part-time" prior to February 1, 1999. Best efforts will be made to meet
your personal requirements while balancing the needs of GeoTel.
3. It is currently anticipated that after April 30, 1999 and you will continue
in your role as a Corporate Director and a part-time employee. As
Compensation through September 26, 2001, GeoTel will continue to vest stock
option number 131.
4. You have agreed to assist in the recruitment and transition of a successor.
We will target this person being employed by GeoTel by the end of 1998.
In consideration of the above and in combination with GeoTel recognizing a
minimum of $40,000,000 in 1998 revenue, GeoTel will:
1. Fully vest stock options number 42 on March 31, 1999.
2. Fully vest stock options number 31 on March 31, 1999.
3. Medical Benefits will continue through December 31, 1999.
I hope this meets with your approval and represents the spirit of our agreement.
