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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 2
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
COMMISSION FILE NUMBER 0-25995
NEXTERA ENTERPRISES, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-4700410
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
ONE CRANBERRY HILL, LEXINGTON, MASSACHUSETTS 02421
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(781) 778-4400
(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:
CLASS A COMMON STOCK, PAR VALUE $0.001 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 filer 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 28, 2000, the aggregate market value of the registrant's Class
A voting stock held by non-affiliates of the registrant was approximately
$174,092,000, based on the closing price of the Company's Class A Common Stock
on the Nasdaq National Market on March 28, 2000 of $8.125 per share.
As of March 28, 2000, there were 30,683,808 shares of $0.001 par value
Class A Common Stock outstanding and 4,247,630 shares of $0.001 par value Class
B Common Stock outstanding.
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The following item of Nextera Enterprises, Inc.'s Annual Report on Form
10-K for the fiscal year ended December 31, 1999 is hereby amended and is set
forth in its entirety as amended. The purpose of this Amendment No. 2 to
Nextera's Annual Report on Form 10-K is to correct a typographical error and
transposition in the Summary Compensation Table set forth in "Part III -- Item
11 -- Executive Compensation."
PART III
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ITEM 11. EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
The following table sets forth all compensation paid or accrued for the
period from February 26, 1997 through December 31, 1997, for the year ended
December 31, 1998 and for the year ended December 31, 1999 for our Chief
Executive Officer, our former Chief Executive Officer and our four other most
highly compensated executive officers whose compensation exceeded $100,000
(collectively, the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
SECURITIES
ANNUAL UNDERLYING
FISCAL COMPENSATION OPTIONS ALL OTHER
NAME AND POSITION YEAR SALARY BONUS (# OF SHARES) COMPENSATION
<S> <C> <C> <C> <C> <C>
Steven B. Fink(1) 1999 $100,165 $ -- 1,515,000(2) --
Chief Executive Officer and Chairman
of the Board of Directors
Gresham T. Brebach, Jr.(3) 1999 $541,667(4) $ -- -- $ 3,150(5)
Former Chief Executive Officer and Director 1998 $716,000(4) $112,500 -- $173,047(5)
1997 $530,588(4) $133,000 -- --
Roger Brossy 1999 $272,917 $ 76,500 -- 15,000(5)
Managing Director, Sibson, and Director 1998(6) $ 83,333 $100,000 28,000 --
James K. Burns 1999(7) $275,000 $ 67,552 200,000(8) --
Managing Director, Nextera Interactive, and
Director
Michael P. Muldowney 1999 $191,000 $ 57,300 -- 135(5)
Chief Financial Officer 1998 $181,417 $ 40,950 -- $ 30,547(5)
1997 $116,666 $ 24,000 -- --
Ronald K. Bohlin(9) 1999 $375,000(10) $ -- -- 480(5)
Former Chief Operating Officer and Director 1998 $450,004(10) $101,250 -- $168,445(5)
1997 $337,509(10) $ 65,000 -- --
</TABLE>
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(1) Mr. Fink was named Chief Executive Officer in October 1999.
(2) Includes options to purchase 715,000 shares of our Class A Common Stock
that were granted subject to stockholder approval of the Amended and
Restated 1998 Equity Participation Plan at our 2000 Annual Meeting of
Stockholders (the "Annual Meeting"). Also includes options that Nextera
Enterprises Holdings granted to Mr. Fink to purchase 700,000 shares of our
Class A Common Stock owned by it. See "Compensation Arrangements and
Employment Agreements."
(3) Mr. Brebach was our Chief Executive Officer from February 1997 through
October 1999.
(4) Includes guaranteed bonus amounts of $125,000, $150,000 and $125,000 earned
in 1999, 1998 and 1997, respectively.
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(5) Includes (i) for 1998, the dollar value of the difference between the price
paid for shares of Common Stock purchased in August 1998 and the fair
market value of such Common Stock on the date of purchase, (ii) the value
of life insurance paid by the Company and (iii) miscellaneous other
benefits.
(6) Represents compensation and awards from August 31, 1998, the date Mr.
Brossy joined Nextera, to December 31, 1998.
(7) Represents compensation from February 1, 1999, the date Mr. Burns joined
Nextera, to December 31, 1999.
(8) Includes options to purchase 100,000 shares of our Class A Common Stock
that were granted subject to stockholder approval of the Amended and
Restated 1998 Equity Participation Plan at the Annual Meeting.
(9) Mr. Bohlin was our Chief Operating Officer from February 1997 through
August 1999.
(10) Includes guaranteed bonus amounts of $83,333, $100,000 and $75,000 earned
in 1999, 1998 and 1997, respectively.
OPTION GRANTS
The following table sets forth information regarding stock options granted
to the Named Executive Officers in 1999.
STOCK OPTION GRANTS IN 1999
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
------------------------------------------------------------ ANNUAL RATES OF
NUMBER OF STOCK
SECURITIES PERCENT OF TOTAL PRICE APPRECIATION
UNDERLYING OPTIONS GRANTED TO EXERCISE FOR
OPTIONS EMPLOYEES IN PRICE EXPIRATION OPTION TERM(1)
NAME GRANTED FISCAL 1999 ($/SH) DATE ---------------------------
5% 10%
<S> <C> <C> <C> <C> <C> <C>
Steven B. Fink(2) 800,000(3) 10.0% $ 5.31 10/29/09 2,671,544 6,770,218
15,000 * $ 11.00 02/23/09 103,768 262,968
700,000(4) N/A $ 5.00 11/01/09 2,201,132 5,578,097
Gresham T. Brebach, Jr.(5) -- -- -- -- -- --
Roger Brossy -- -- $ -- -- -- --
James K. Burns 200,000(6) 2.5 $ 7.44 07/27/09 935,795 2,371,489
Michael P. Muldowney -- -- $ -- -- -- --
Ronald K. Bohlin -- -- $ -- -- -- --
</TABLE>
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* Indicates less than 1.0%.
(1) The potential realizable values are based on an assumption that the stock
price of the Company's Class A Common Stock will appreciate at the annual
rate shown (compounded annually) from the date of grant until the end of
the option term, net of the option exercise price. These values do not take
into account amounts required to be paid as income taxes under the Internal
Revenue Code and any applicable state laws or option provisions providing
for termination of an option following termination of employment,
non-transferability or vesting. These amounts are calculated based on the
requirements promulgated by the Commission and do not reflect our estimate
of future stock price growth of the shares of the Class A Common Stock, nor
do they give effect to any actual appreciation in the Class A Common Stock.
Actual gains, if any, on stock option exercises are dependent on the future
performance of the Class A Common Stock and overall stock market
conditions.
(2) Mr. Fink was named Chief Executive Officer in October 1999.
(3) Includes options to purchase 715,000 shares of our Class A Common Stock
that were granted subject to stockholder approval of the Amended and
Restated 1998 Equity Participation Plan at the Annual Meeting.
(4) Represents options that Nextera Enterprises Holdings granted to Mr. Fink to
purchase 700,000 shares of our Class A Common Stock owned by it. See
"Compensation Arrangements and Employment Agreements."
(5) Mr. Brebach was our Chief Executive Officer from February 1997 through
October 1999.
(6) Includes options to purchase 100,000 shares of our Class A Common Stock
that were granted subject to stockholder approval of the Amended and
Restated 1998 Equity Participation Plan at the Annual Meeting.
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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 No. 2 to
Form 10-K to be signed on its behalf by the undersigned, thereunto duly
authorized.
May 1, 2000
NEXTERA ENTERPRISES, INC.
By: /s/ STEVEN B. FINK
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Steven B. Fink
Chief Executive Officer and
Chairman of the Board of Directors
