<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 10-K/A
AMENDMENT NO. 1
----------------
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
COMMISSION FILE NUMBER 333-87267
POET HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-3221778
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
999 BAKER WAY, SUITE 200
SAN MATEO, CALIFORNIA 94404
(650) 286-4640
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $0.001 PAR VALUE
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [ ]
Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is contained in this form, and no disclosure will 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]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant was approximately $659,515,478 as of April 24, 2000, based upon the
closing price on the Neuer Markt of the Frankfurt Stock Exchange reported for
such data. This calculation does not reflect a determination that certain
persons are affiliates of the Registrant for any other purpose.
The number of shares outstanding of each of the issuer's classes of common
equity, as of April 24, 2000, was as follows: 10,644,305 shares of Common
Stock, $0.001 par value.
================================================================================
<PAGE> 2
PART III
ELECTION OF DIRECTORS
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT
The following table sets forth the names and the ages as of March 31,
2000, of our directors and our executive officers.
<TABLE>
<CAPTION>
NAME OF DIRECTOR AGE POSITION WITH THE COMPANY
---------------- --- -------------------------
<S> <C> <C>
Dirk Bartels.................. 40 President, Chief Executive Officer and
Director of the Company
Gert Kohler(1)(2)............. 49 Director
Jerome Lecoeur(1)(2).......... 42 Director
David Guinther ............... 40 Vice President of Sales
Michael Hogan................. 36 Vice President of Corporate Development
Robert Helgerth............... 42 Vice President of Sales and Marketing Europe
Jorg Tewes.................... 35 Vice President of Development and General Manager
Jochen Witte.................. 38 Chief Financial Officer, Executive Vice President of
European Operations and General Manager
Jerry Wong.................... 48 Executive Vice President of U.S. Operations and Vice
President of Finance
</TABLE>
- ----------------------
(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.
Except as set forth below, each of these individuals has been engaged in
his principal occupation set forth above during the past five years. There is no
family relationship between any director or executive officer of the Company.
MR. BARTELS is a co-founder of POET Holdings and has served as President
and Chief Executive Officer since we commenced our operations in March 1995.
Prior to that time, Mr. Bartels served as a General Manager of our subsidiary
POET Software GmbH. Mr. Bartels has served as a director of our company since
March 1995 and has acted as our Chairman of the Board since December 1996. Mr.
Bartels received a Master of Science in Computer Science from the Technical
University in Berlin, Germany.
MR. KOHLER has served as a director of POET Holdings since March 1995
and has served as a member of the compensation committee since January 1999 and
as a member of the audit committee since September 1999. Dr. Kohler has been a
Managing Director with Technologieholding, a venture capital company, since
October 1987. Dr. Kohler also serves on the boards of Intershop Communications
AG, European Technologies Holding N.V., Advanced European Technologies N.V.,
Strategic European Technologies N.V., Innovationsfonds Schleswig-Holstein &
Hamburg GmbH and Technologieholding Fund GmbH. Dr. Kohler holds Masters degrees
in Solid State Physics and in Mathematics from the University of Tubingen, a
Masters degree in Operational Research from the University of Grenoble, and a
Ph.D. in Mathematics from Institute de Recherche Mathematique Applique in France
and a Master of Science in Business Administration from Institute
d'Adminstration Enterprise in France.
<PAGE> 3
MR. LECOEUR has served as a director of POET Holdings since April 1995.
Mr. Lecoeur has been an Investment Manager with INNOVACOM, a venture capital
company, since February 1991. Mr. Lecoeur holds a Masters in Economics and a
graduate degree in Marketing from the University of Paris.
DAVID GUINTHER joined POET Holdings in March 1997. He served as our
District Manager of northern California from March 1997 to December 1998 and as
our Director of Sales from January 1999 to June 1999, and has served as our Vice
President of Sales since July 1999. Prior to joining our company, Mr. Guinther
served as Regional Sales Manager at ONTOS, Inc., a component-based technology
solutions provider, from August 1996 to February 1997 and as Manager of
Strategic Initiatives at Sybase, Inc., a software company, from February 1993 to
July 1996. Mr. Guinther received a Bachelor of Business Administration and a
Master of Science in Business from the University of Wisconsin in Madison.
ROBERT HELGERTH joined POET Holdings as Vice President of Sales and
Marketing Europe in November 1999. From November 1994 to October 1999 Mr.
Helgerth served as Director of the Commercial PC group for Compaq Computer GmbH.
Prior to that, Mr. Helgerth was Sales Director for Sequent Germany GmbH, a
member of the executive team at Dataplan and Field Office Manager and Sales
Representative at Nixdorf Computer. Mr. Helgerth has a graduate degree in
business.
MICHAEL HOGAN has served as our Vice President of Corporate Development
since April 1997. From March 1994 to April 1997, Mr. Hogan served as director of
Business Development at Novell, Inc., a directory-enabled networking software
provider. Mr. Hogan received a Bachelor of Science from the College of Holy
Cross.
JORG TEWES has served as Vice President of Engineering at our subsidiary
POET Software GmbH since January 1995 and as our Vice President of Development
and General Manager since September 1997. Mr. Tewes received a Masters degree in
Computer Science from the Technical University in Berlin, Germany.
JOCHEN WITTE is a co-founder of POET Holdings and has served as our
Chief Financial Officer since we commenced operations in 1995. Mr. Witte has
also served as our Executive Vice President of European Operations since July
1999. From March 1995 to July 1999, Mr. Witte served as one of our directors.
Mr. Witte holds a Master of Science in Business Administration from the
Technical University in Berlin, Germany.
JERRY WONG has served as our Vice President of Finance since March 1997
and has served as our Executive Vice President of U.S. Operations since July
1999. Mr. Wong also served at our subsidiary POET Software GmbH Corporation as
Controller from July 1995 to January 1996 and as Vice President of Finance from
February 1996 to March 1997. From January 1993 to July 1995, Mr. Wong served as
the Controller at Blyth Software Inc., a software and service provider. Mr. Wong
received a Bachelor of Science in Business Administration from the University of
San Francisco.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held a total of 11 meetings during
the fiscal year ended December 31, 1999. With the exception of one director, no
director serving during such fiscal year attended fewer than 73% of the
aggregate of all meetings of the Board of Directors and the committees of the
Board upon which such director served. Mr. Lecoeur attended at least 55% of the
aggregate of all meetings of the Board of Directors and the committees of the
Board upon which Mr. Lecoeur served. The Board of Directors has two committees:
the Audit Committee and the Compensation Committee.
-2-
<PAGE> 4
THE AUDIT COMMITTEE
The Audit Committee of the Board of Directors was established on
September 15, 1999 and consists of directors Dr. Kohler and Jerome Lecoeur. The
Audit Committee recommends engagement of the Company's independent public
accountants. In addition, the Audit Committee is primarily responsible for
approving the services performed by the Company's independent public accountants
and for reviewing and evaluating the Company's accounting procedures and its
system of internal accounting controls. During 1999, these functions were
performed by the Board of Directors. Accordingly, the Audit Committee had no
separate meetings in 1999.
THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors consists of Dr.
Kohler and Jerome Lecoeur. The Compensation Committee reviews and recommends to
the Board of Directors the compensation of all of our officers and directors,
including stock compensation and loans, and establishes and reviews general
policies relating to the compensation of the Company's employees. During 1999,
these functions were performed by the Board of Directors. Accordingly, the
Compensation Committee had no separate meetings in 1999.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers and directors, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission (the SEC) . Such officers, directors and ten-percent stockholders are
also required by SEC rules to furnish the Company with copies of all forms that
they file pursuant to Section 16(a). A late report on Form 3 was filed in May
2000 with respect to distributions made to Robert Helgerth, by the Company in
November 1999. Based solely on its review of the copies of such forms received
by it, or written representations from certain reporting persons, the Company
believes that, other than the exceptions described in this paragraph, during
fiscal 1999 all executive officers and directors of the Company complied with
all applicable filing requirements.
-3-
<PAGE> 5
ITEM 11. EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth certain information
regarding the compensation of the Chief Executive Officer of the Company and the
five next most highly compensated executive officers of the Company (the Named
Executive Officers) for services rendered in all capacities to the Company in
the fiscal year ended December 31, 1999. The entries under the column heading
All Other Compensation in the table represent the cost of term life insurance
for each Named Executive Officer.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
-----------
ANNUAL COMPENSATION SECURITIES
FISCAL ------------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITIONS YEAR SALARY($)(a) BONUS($)(a) OPTIONS(#) COMPENSATION($)(a)
---------------------------- ----- ------------- ----------- ----------- ------------------
<S> <C> <C> <C> <C> <C>
Dirk Bartels...................... 1999 $ 214,793 $325 -- $433(e)
President and Chief Executive
Officer
Carol Curry(b).................... 1999 130,000 34,032 -- 433(e)
Vice President of Marketing
David Guinther.................... 1999 231,419(c) 325 40,000 303(e)
Vice President of Sales
Michael Hogan..................... 1999 119,731 27,825 433(e)
Vice President of Corporate
Development
Jochen Witte...................... 1999 162,618(d) 70,107 -- 14,000(f)
Chief Financial Officer,
Executive Vice President of
European Operations and
General Manager
Jerry Wong........................ 1999 150,000 325 20,000 433(e)
Executive Vice President of U.S.
Operations and Vice President
of Finance
</TABLE>
- -----------------------
(a) For Messrs. Bartels and Witte, such amounts include U.S. dollar amounts
converted from Deutsche Mark amounts based on an exchange rate of DM1.84
to the dollar, the average exchange rate for 1999.
(b) Ms. Curry resigned as Vice President of Marketing effective December 31,
1999. For Messrs. Bart and Witte such amounts include U.S. dollar
amounts converted from Deutsche Mark based on an exchange rate of DM1.84
to the dollar, the average exchange rate for 1999.
(c) Includes $106,419 earned as commissions.
(d) Includes $70,107 earned as commissions.
(e) Consists of premiums paid by us for term life insurance.
(f) Represents the dollar value of the benefit to the executive officer for
the company-sponsored automobile and of the remainder of a premium paid
by us for term life insurance.
-4-
<PAGE> 6
OPTION GRANTS IN LAST FISCAL YEAR. The following table sets forth
information with respect to stock options granted to each of the Named Executive
Officers during the fiscal year ended December 31, 1999. All of these options
were granted under our 1995 Stock Plan and have a term of 10 years, subject to
earlier termination in the event the optionees' services to us cease. See --
Incentive Stock Plans for a description of material terms of these options. In
accordance with the rules of the U.S. Securities and Exchange Commission, also
shown below is the potential realizable value over the term of the option, the
period from the grant date to the expiration date, based on assumed rates of
stock appreciation of 5% and 10%, compounded annually. These amounts are based
on assumed rates of appreciation and do not represent our estimate of our future
stock price. Actual gains, if any, on stock option exercises will be dependent
on the future performance of our common stock.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
PERCENT OF VALUE AT ASSUMED
TOTAL ANNUAL
NUMBER OF OPTIONS RATES OF STOCK
SECURITIES GRANTED APPRECIATION
UNDERLYING TO EMPLOYEES EXERCISE FOR OPTION TERM(3)
OPTIONS DURING PRICE EXPIRATION ------------------------
NAME GRANTED(#) PERIOD(1) ($/SHARE)(2) DATE 5% 10%
---- ------------ ------------ ------------ ---------- --------- -------
<S> <C> <C> <C> <C> <C> <C>
Dirk Bartels ........ -- -- -- -- -- --
Carol Curry ......... -- -- -- -- -- --
David Guinther ...... 20,000 3.8 0.70 1/25/09 $ 8,805 $ 22,312
20,000 3.8 5.00 7/13/09 $ 62,889 $159,374
Michael Hogan ....... -- -- -- -- -- --
Jochen Witte (4) .... 500 * 5.00 7/13/09 $ 1,572 $ 3,984
Jerry Wong .......... 20,000 3.8 12.90 11/15/09 $162,255 $411,186
</TABLE>
* less than 1% of the total options granted to employees during the fiscal
year ended December 31, 1999.
- ----------
(1) Based on an aggregate of 522,000 options we granted under the 1995 Stock
Plan during the fiscal year ended December 31, 1999 to employees of and
consultants to POET Holdings, including the named executive officers.
(2) Options were granted at an exercise price equal to the fair market value
of the Company's Common Stock, as determined by reference to the closing
price reported on the Neuer Markt of the Frankfurt Stock Exchange or the
date of grant, or as determined by the Board of Directors prior to the
Company's securities being traded on the Neuer Markt of the Frankfurt
Stock Exchange. The Board of Directors based its determination on the
Company's financial results and prospects or the share price derived for
arms-length transactions.
(3) Potential realizable values are (i) net of exercise price before taxes,
(ii) based on the assumption that the Common Stock of the Company
appreciates at the annual rate shown (compounded annually) from the date
of grant until the expiration of the ten-year option term, (iii) based
on the assumption that the option is exercised at the exercise price and
sold on the last day of its term at the appreciated price and converted
from euros to U.S. dollars at an exchange rate reported by The Wall
Street Journal for December 31, 1999 of $1.007 per euro. These numbers
are calculated based on the requirements promulgated by the Commission
and do not reflect the Company's estimate of future stock price growth.
(4) Represents options granted to Mrs. Witte, an employee.
-5-
<PAGE> 7
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table sets forth stock option exercises and the value of
unexercised stock options held by the named executive officers during the last
fiscal year.
<TABLE>
<CAPTION>
VALUE OF
UNEXERCISED
NUMBER OF SECURITIES IN-THE-MONEY
SHARES UNDERLYING UNEXERCISED OPTIONS AT
ACQUIRED VALUE OPTIONS AT DECEMBER 31, 1999 DECEMBER 31, 1999(2)
ON REALIZED ---------------------------- ------------------------
NAME EXERCISE(#) ($)(1) VESTED UNVESTED VESTED UNVESTED
---- ----------- ------ ------ -------- ------ --------
<S> <C> <C> <C> <C> <C> <C>
Dirk Bartels ........ $ -- -- -- -- $-- $--
Carol Curry ......... 10,000 44,500 23,229 21,771 533,338 499,862
David Guinther ...... -- -- 12,332 43,168 282,393 899,887
Michael Hogan ....... 8,000 35,600 34,187 22,813 784,933 523,786
Jochen Witte (3) .... -- -- 250 750 5,740 9,255
Jerry Wong .......... 20,000 99,835 26,250 33,750 606,000 527,900
</TABLE>
- -------------------------
(1) Market value of the Company's Common Stock at the exercise date minus
the exercise price.
(2) Market value of the Company's Common Stock at fiscal year-end minus the
exercise price. The market value of the Company's Common Stock on
December 31, 1999, was $23.51 per share, based on an exchange rate of
$1.0041 per 1.00 euro, the exchange rate in effect on December 31, 1999,
as reported by The Wall Street Journal.
(3) Includes 1,000 options granted to Mrs. Witte.
DIRECTOR COMPENSATION
In fiscal year 1999, members of the Board of Directors were not
compensated in cash for their services as members of the Board of Directors,
although they were reimbursed for some of their expenses incurred in connection
with attendance at Board and Committee meetings.
Under the Company's 1995 Stock Plan, nonemployee directors are eligible
to receive stock option grants at the discretion of the Board of Directors. In
addition, the Company's 1999 Director Stock Option Plan (the Director Option
Plan) was adopted by the Board of Directors on September 15, 1999, and was
approved by the stockholders on November 4, 1999. The Director Option Plan
provides for the automatic and non-discretionary grant of a non-statutory stock
option to purchase 20,000 shares of the Company's Common Stock to each
non-employee director on the later of the effective date of the Director Option
Plan or the date on which such person becomes a director. Thereafter, each
non-employee director will be automatically granted a non-statutory stock option
to purchase 5,000 shares of Common Stock on the date of each Annual Meeting of
Stockholders at which such non-employee director is reelected to serve on the
Board of Directors, if, on such date, he or she remains an outside director and
has served on the Board for at least the six months preceding the Annual
Meeting. The initial option grant vests 25% one year after the date of grant and
an additional 25% each anniversary of the date of grant thereafter, provided
that the optionee continues to serve as an outside director. Each subsequent
option grant shall vest 100% four years after the date of grant. Such plan
provides that the exercise price shall be equal to the fair market value of the
Common Stock on the date of grant of the options.
CHANGE OF CONTROL AND SEVERANCE AGREEMENTS
We entered into an employment contract with Jorg Tewes on September 29,
1997, which provides that Mr. Tewes will serve as a managing director of POET
Software GmbH for a term ending on the last day of the month in which Mr. Tewes
turns 60 years old. Either Mr. Tewes or we may terminate this agreement
-6-
<PAGE> 8
at the end of each calendar quarter by giving at least three months' written
notice, except that we can terminate Mr. Tewes' employment with us sooner if he
materially breaches his duties under this agreement. As part of his
remuneration, we granted Mr. Tewes options to purchase 20,000 shares of our
common stock, which vest over a four-year period beginning on July 1, 1998.
We entered into an employment contract with Jochen Witte on May 19,
1993, which, as amended on September 10, 1998, provides that Mr. Witte will
serve as our managing director for a term ending on the last day of the month in
which Mr. Witte turns 60 years old. Either Mr. Witte or we may terminate this
agreement at the end of each calendar quarter by giving at least three months'
written notice, except that we can terminate Mr. Witte's employment with us
sooner if he materially breaches his duties under this agreement.
We entered into a Change of Control Severance Agreement with Michael
Hogan on April 2, 1997, which provides that in the event Mr. Hogan's employment
is terminated within 12 months of a change of control of POET Holdings, the
vesting of his stock options will accelerate as to that number of options equal
to that number of options that would vest over the next 12 months.
We entered into a Change of Control Severance Agreement with Carol Curry
on August 1, 1997, which provides that in the event Ms. Curry's employment is
terminated within 12 months of a change of control of POET Holdings, the vesting
of her stock options will accelerate as to that number of options equal to that
number of options that would vest over the next 12 months.
We entered into a Change of Control Severance Agreement with Jerry Wong
on November 14, 1995, which provides that in the event Mr. Wong's employment is
terminated within 12 months of a change of control of POET Holdings, the vesting
of his stock options will accelerate as to that number of options equal to that
number of options that would vest over the next 12 months.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 1999, none of the members of the compensation committee
was an officer or employee of the Company. No member of the compensation
committee serves as a member of the board of directors or compensation committee
of any entity that has one or more executive officers serving as a member of the
Company's Board of Directors.
-7-
<PAGE> 9
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of March 31, 2000, certain information
with respect to the beneficial ownership of the Company's Common Stock by (i)
any person (including any group as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the Exchange Act)) known by the
Company to be the beneficial owner of more than 5% of the Company's voting
securities, (ii) each director and each nominee for director to the Company,
(iii) each of the executive officers named in the Summary Compensation Table
appearing herein, and (iv) all executive officers and directors of the Company
as a group. The number and percentage of shares beneficially owned are based on
the aggregate of 10,644,305 shares of Common Stock outstanding as of March 31,
2000. The Company does not know of any arrangements, including any pledge by any
person of securities of the Company, the operation of which may at a subsequent
date result in a change of control of the Company.
<TABLE>
<CAPTION>
NUMBER OF PERCENT
NAMES AND ADDRESSES OF BENEFICIAL OWNERS (1) SHARES OF TOTAL
- -------------------------------------------- --------- --------
<S> <C> <C>
OFFICERS AND DIRECTORS:
Dirk Bartels....................................................... 799,836 7.51%
Carol Curry........................................................ 33,229 *
David Guinther (2)................................................. 16,030 *
Robert Helgerth.................................................... - -
Michael Hogan (3).................................................. 64,200 *
Jorg Tewes (4)..................................................... 60,000 *
Jochen Witte (5)................................................... 448,019 4.21%
Jerry Wong (6)..................................................... 50,416 *
Gert Kohler (7).................................................... 1,162,935 10.93%
c/o European Technologies Holding N.V.
De Biender 5
NL-1852 ED Heiloo, The Netherlands
Jerome Lecoeur (8)................................................. 563,298 5.29%
c/o INNOVACOM 1
23 Rue Royale
75008 Paris, France
All directors and executive officers as a group (8 persons)........ 3,164,734 29.73%
5% STOCKHOLDERS:
European Technologies Holding N.V. (9)............................. 1,102,444 10.36%
De Biender 5
NL-1852 ED Heiloo, The Netherlands
INNOVACOM 1 (10)................................................... 552,589 5.19%
23 Rue Royale
75008 Paris, France
El Dorado Ventures (11)............................................ 552,672 5.19%
2400 Sand Hill Road, Suite 200
Menlo Park, CA 94025
Sigma Partners (12)................................................ 552,670 5.19%
2884 Sand Hill Road, Suite 121
Menlo Park, CA 94025
</TABLE>
- ----------------------
* Represents less than 1%.
(1) Unless otherwise indicated, the address of each officer, director or 5%
stockholder is c/o POET Holdings, Inc., 999 Baker Way, Suite 200, San
Mateo, California 94404.
(2) Includes 16,030 shares issuable upon exercise of options held by Mr.
Guinther exercisable within 60 days of March 31, 2000.
(3) Includes 15,243 shares subject to right of repurchase by us, which
lapses over time.
(4) Includes 13,542 shares subject to right of repurchase by us, which
lapses over time.
-8-
<PAGE> 10
(5) Includes 150,000 shares held by Mrs. Witte and 302 shares issuable upon
exercise of an option held by Mrs. Witte exercisable within 60 days of
March 31, 2000.
(6) Includes 20,416 shares issuable upon exercise of options held by Mr.
Wong exercisable within 60 days of March 31, 2000.
(7) Comprised of 1,084,877 shares and a warrant to purchase 17,567 shares
held by European Technologies Holding N.V., 48,393 shares held by
Innovationsfonds Schleswig-Holstein & Hamburg GmbH and 12,098 shares
held by TH Fonds VC GbmH. Dr. Kohler is a principal of each of European
Technologies Holding N.V., Innovationsfonds Schleswig-Holstein & Hamburg
GmbH and TH Fonds VC GbmH, and is a director of POET Holdings. Dr.
Kohler disclaims beneficial ownership of shares held by European
Technologies Holding N.V., Innovationsfonds Schleswig-Holstein & Hamburg
GmbH and TH Fonds VC GmbH, except to the extent of his proportional
interest in those entities.
(8) Includes 543,682 shares held by INNOVACOM 1 and a warrant to purchase
8,907 shares held by INNOVACOM 1. Mr. Lecoeur is an investment manager
with INNOVACOM 1 and is a director of POET Holdings. Mr. Lecoeur
disclaims beneficial ownership of shares held by INNOVACOM 1, except to
the extent of his proportional interest in INNOVACOM 1.
(9) Comprised of 1,084,877 shares and a warrant to purchase 17,567 shares
held by European Technologies Holding N.V. Mr. Albertus G.J. Lucassen is
the sole managing director of European Technologies Holding N.V. and
thus may be deemed to have an indirect pecuniary interest in an
indeterminate portion of the shares beneficially owned by European
Technologies Holding N.V. Mr. Lucassen disclaims beneficial ownership of
such shares except to the extent of his pecuniary interest therein.
(10) Includes 543,682 shares and a warrant to purchase 8,907 shares held by
INNOVACOM 1. Mr. Denis Champenois is the sole general partner of
INNOVACOM 1 and thus may be deemed to have an indirect pecuniary
interest in an indeterminate portion of the shares beneficially owned by
INNOVACOM 1. Mr. Champenois disclaims beneficial ownership of such
shares except to the extent of his pecuniary interest therein.
(11) Includes (i) 516,736 shares and a warrant to purchase 8,833 shares held
by El Dorado Ventures III, L.P., (ii) 17,178 shares and a warrant to
purchase 193 shares held by El Dorado Technology IV, L.P., and (iii)
9,569 shares and a warrant to purchase 163 shares held by El Dorado C&L
Fund, L.P. El Dorado Ventures III, L.P., El Dorado Technology IV, L.P.
and El Dorado C&L Fund are affiliated with El Dorado Ventures. Ms.
Bahles was a director of POET Holdings from April 7, 1995, to March 7,
2000, and is a general partner of El Dorado Ventures and may be deemed
to control El Dorado Ventures III, L.P., El Dorado Technology IV, L.P.
and El Dorado C&L Fund. Accordingly, Ms. Bahles may be deemed to have an
indirect pecuniary interest in an indeterminate portion of the shares
beneficially owned by El Dorado Ventures III, L.P., El Dorado Technology
IV, L.P. and El Dorado C&L Fund. Ms. Bahles disclaims beneficial
ownership of such shares except to the extent of her pecuniary interest
therein.
(12) Includes (i) 475,965 shares and a warrant to purchase 7,207 shares held
by Sigma Partners III, (ii) 59,333 shares and a warrant to purchase
1,783 shares held by Sigma Associates III, and (iii) 8,184 shares and a
warrant to purchase 198 shares held by Sigma Investors III. Sigma
Partners III, Sigma Associates III and Sigma Investors III are
affiliated with Sigma Partners. Mr. Jamieson was a director of POET
Holdings from April 7, 1995, to December 1, 1999, and is a general
partner of Sigma Partners and may be deemed to control Sigma Partners
III, Sigma Associates III and Sigma Investors III. Accordingly, Mr.
Jamieson may be deemed to have an indirect pecuniary interest in an
indeterminate portion of the shares beneficially owned by Sigma Partners
III, Sigma Associates III and Sigma Investors III. Mr. Jamieson
disclaims beneficial ownership of such shares except to the extent of
his pecuniary interest therein.
-9-
<PAGE> 11
ITEM 13. RELATED PARTY TRANSACTIONS
In the Company's last fiscal year, there has not been nor is there
currently proposed any transaction or series of similar transactions to which
the Company was or is to be a party in which the amount involved exceeds $60,000
and in which any director, executive officer, holder of more than 5% of the
common stock of the Company or any member of the immediate family of any of the
foregoing persons had or will have a direct or indirect material interest other
than (1) compensation agreements and other arrangements, which are described
where required in Change of Control and Severance Agreements and (2) the
transactions described below.
On September 13, 1999, Technologie-Beteilligungsgesellschaft mBH
converted $3.9 million in convertible debt owed to the Company into 275,106
shares of the Company's common stock at a per share price of $14.18. We entered
into a software license agreement with Novell, Inc. on November 14, 1996, which
was amended on December 31, 1996, September 30, 1997, February 26, 1998 and
September 30, 1999. Novell owns 459,307 shares of the Company's common stock,
representing approximately [4.32]% of our outstanding stock. Pursuant to the
license agreement, as amended, Novell has a nonexclusive, perpetual license to
the Company's POET Object Server Suite Version 5.0, which at its sole option,
Novell may incorporate for use with Novell's product solutions foundation
product.
INDEMNIFICATION
The Company has entered into indemnification agreements with each of its
directors and officers. These indemnification agreements require the Company to
indemnify its directors and officers to the fullest extent permitted by Delaware
law.
CONFLICT OF INTEREST POLICY
The Company believes that all transactions with affiliates described
above were made on terms no less favorable to the Company than could have been
obtained from unaffiliated third parties. The Company's policy is to require
that a majority of the independent and disinterested outside directors on the
Board approve all future transactions between POET and its officers, directors,
principal stockholders and their affiliates. Such transactions will continue to
be on terms no less favorable to the Company's than it could obtain from
unaffiliated third parties.
All future transactions, including loans, between the Company and its
officers, directors, principal stockholders and their affiliates will be
approved by a majority of the Board, including a majority of the independent and
disinterested outside directors, and will continue to be on terms no less
favorable to the Company than could be obtained from unaffiliated third parties.
-10-
<PAGE> 12
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
Annual Report on Form 10-K to be signed, on its behalf by the undersigned,
thereunto duly authorized.
POET HOLDINGS, INC.
By: /s/ Jerry Wong
-------------------------------------
Jerry Wong
Executive Vice President of U.S.
Operations and Vice President of
Finance (principal financial officer)
Date: April 28, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
* President, Chief Executive Officer and April 28, 2000
- ------------------------------------ Director
Dirk Bartels
* Chief Financial Officer April 28, 2000
- ------------------------------------
Jochen Witte
/s/ JERRY WONG Executive Vice President of U.S. April 28, 2000
- ------------------------------------ Operations and Vice President of Finance
(Principal Financial and Accounting
Jerry Wong Officer)
* Director April 28, 2000
- ------------------------------------
Gert Kohler
* Director April 28, 2000
- ------------------------------------
Jerome Lecoeur
* Director April 28, 2000
- ------------------------------------
* BY: /s/ JERRY WONG
------------------------------
JERRY WONG,
ATTORNEY-IN-FACT
</TABLE>
