<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
UNITED STATES
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
For The Fiscal Year Ended December 31, 1999
OR
[_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 0-27741
----------------
VIADOR INC.
(Exact name of Registrant as specified in its charter)
Delaware 94-3234636
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2000 Charleston Rd., Suite 1000 94043-1632
Mountain View, California (Zip Code)
(Address of principal executive
offices)
(650) 645-2000
(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:
Common Stock, $0.001 par value
----------------
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 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 [_]
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 to Part III of this Form 10-K/A or any
amendment to this Form 10-K/A. [_]
The aggregate market value of voting stock held by non-affiliates of the
Registrant was $259,061,862 as of March 27, 2000 based upon the closing price
of the Registrant's Common Stock on the Nasdaq National Market reported for
March 27, 2000. Shares of Common Stock held by each executive officer and
director and by each person who beneficially owns more than 5% of the
outstanding Common Stock have been excluded in that such persons may under
certain circumstances be deemed to be affiliates. This determination of
affiliate status is not necessarily a conclusive determination of affiliate
status for any other purpose.
17,151,539 shares of the Registrant's $0.001 par value Common Stock were
outstanding at March 27, 2000.
PORTION AMENDED
The Registrant hereby amends Items 10, 11, 12 & 13 contained in the
Registrant's Report on Form 10-K for the fiscal year ended December 31, 1999,
to provide the information required by those Items relating to executive
compensation. Except as set forth in Items 10, 11, 12 & 13, no other changes
are made to the Registrant's Report on Form 10-K for the fiscal year ending
December 31, 1999.
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item is contained in Viador's proxy
statement, a copy of which is attached hereto as Annex A, and appears under
the captions "Proposal No.1: Election of Directors" and "Management". The
proxy is to be filed, in a form substantially similar to that which is
attached, on or about May 22, 2000.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is contained in Viador's proxy
statement, a copy of which is attached hereto as Annex A, and appears under
the caption "Executive Compensation and Related Information". The proxy is to
be filed, in a form substantially similar to that which is attached, on or
about May 22, 2000.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is contained in Viador's proxy
statement, a copy of which is attached hereto as Annex A, and appears under
the caption "Beneficial Ownership". The proxy is to be filed, in a form
substantially similar to that which is attached, on or about May 22, 2000.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is contained in Viador's proxy
statement, a copy of which is attached hereto as Annex A, and appears under
the caption "Certain Relationships and Related Transactions". The proxy is to
be filed, in a form substantially similar to that which is attached, on or
about May 22, 2000.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this form 10K/A to be
signed on its behalf by the undersigned, thereunto duly authorized on this
28th day of April 2000.
VIADOR CORPORATION
By: /s/ Stan Wang
-----------------------------------
Stan X. Wang
President and
Chief Executive Office
3
<PAGE>
ANNEX A
VIADOR INC.
2000 Charleston Rd., Suite 1000
Mountain View, CA 94043-1632
(650) 645-2000
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON June 19, 2000
----------------
TO THE STOCKHOLDERS OF VIADOR INC.:
The annual meeting of stockholders of Viador Inc., a Delaware corporation,
will be held on June 19, 2000 at 10:00 a.m., local time, at the San Mateo
Marriott Hotel, 1770 South Amphlett Blvd., San Mateo, California 94402, for
the following purposes:
1. To elect one director to serve for a three-year term ending in the year
2003 or until a successor is duly elected and qualified;
2. To ratify the appointment of KPMG LLP as our independent auditors for
the year ending December 31, 2000; and
3. To transact such other business as may properly come before the annual
meeting and any adjournment or postponement thereof.
The foregoing matters are described in more detail in the enclosed proxy
statement. The board of directors has fixed the close of business on May 17,
2000, as the record date for the determination of the stockholders entitled to
notice of, and to vote at, the annual meeting and any postponement or
adjournment thereof. Only those stockholders of record as of the close of
business on that date will be entitled to vote at the annual meeting or any
postponement or adjournment thereof. A list of stockholders entitled to vote
at the annual meeting will be available for inspection at our executive
offices.
All stockholders are cordially invited to attend the meeting in person.
Whether or not you plan to attend, please sign and return the enclosed proxy
as promptly as possible in the envelope enclosed for your convenience. Should
you receive more than one proxy because your shares are registered in
different names and addresses, each proxy should be signed and returned to
assure that all of your shares will be voted. You may revoke your proxy at any
time prior to the annual meeting. If you attend the annual meeting and vote by
ballot, your proxy will be revoked automatically and only your vote at the
annual meeting will be counted.
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN.
PLEASE READ THE ATTACHED PROXY STATEMENT CAREFULLY, COMPLETE, SIGN AND DATE
THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENCLOSED
ENVELOPE.
By Order of the Board of Directors,
_____________________________________
Raja H. Venkatesh
Secretary
Mountain View, California
May 22, 2000
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VIADOR INC.
2000 Charleston Rd., Suite 1000
Mountain View, CA 94043-1632
(650) 645-2000
----------------
PROXY STATEMENT
----------------
Your vote at the annual meeting is important to us. Please vote your shares
of common stock by completing the enclosed proxy card and returning it to us
in the enclosed envelope. This proxy statement has information about the
annual meeting and was prepared by our management for the board of directors.
This proxy statement and the accompanying proxy card are first being mailed to
you on or about May 22, 2000.
GENERAL INFORMATION ABOUT VOTING
Who can vote?
You can vote your shares of common stock if our records show that you owned
the shares on May 17, 2000. A total of shares of common stock can
vote at the annual meeting. You get one vote for each share of common stock.
The enclosed proxy card shows the number of shares you can vote.
How do I vote by proxy?
Follow the instructions on the enclosed proxy card to vote on each proposal
to be considered at the annual meeting. Sign and date the proxy card and mail
it back to us in the enclosed envelope. If the proxy card is properly signed
and returned, the proxyholders named on the proxy card will vote your shares
as you instruct. If you sign and return the proxy card but do not vote on a
proposal, the proxyholders will vote for you on that proposal. Unless you
instruct otherwise, the proxyholders will vote FOR the director nominee and
FOR each of the other proposals to be considered at the meeting.
What if other matters come up at the annual meeting?
The matters described in this proxy statement are the only matters we know
will be voted on at the annual meeting. If other matters are properly
presented at the meeting, the proxyholders will vote your shares as they see
fit.
Can I change my vote after I return my proxy card?
Yes. At any time before the vote on a proposal, you can change your vote
either by filing with our Secretary at our principal executive offices at 2000
Charleston Rd., Suite 1000, Mountain View, CA 94043-1632, a written notice
revoking your proxy card or by signing, dating and returning to us a new proxy
card. We will honor the proxy card with the latest date. You may also revoke
your proxy by attending the annual meeting and voting in person.
Can I vote in person at the annual meeting rather than by completing the proxy
card?
Although we encourage you to complete and return the proxy card to ensure
that your vote is counted, you can attend the annual meeting and vote your
shares in person.
What do I do if my shares are held in "street name"?
If your shares are held in the name of your broker, a bank, or other
nominee, that party should give you instructions for voting your shares.
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How are votes counted?
We will hold the annual meeting if holders of a majority of the shares of
common stock entitled to vote either sign and return their proxy cards or
attend the meeting. If you sign and return your proxy card, your shares will
be counted to determine whether we have a quorum even if you abstain or fail
to vote on any of the proposals listed on the proxy card.
If your shares are held in the name of a nominee, and you do not tell the
nominee how to vote your shares (so-called "broker nonvotes"), the nominee can
vote them as it sees fit only on matters that are determined to be routine,
and not on any other proposal. Broker nonvotes will be counted as present to
determine if a quorum exists but will not be counted as present and entitled
to vote on any nonroutine proposal.
Who pays for this proxy solicitation?
We will bear the entire cost of solicitation, including the preparation,
assembly, printing and mailing of this proxy statement, the proxy and any
additional solicitation materials furnished to the stockholders. Copies of
solicitation materials will be furnished to brokerage houses, fiduciaries and
custodians holding shares in their names that are beneficially owned by others
so that they may forward this solicitation material to such beneficial owners.
In addition, we may reimburse such persons for their costs in forwarding the
solicitation materials to such beneficial owners. The original solicitation of
proxies by mail may be supplemented by a solicitation by telephone, telegram
or other means by directors, officers or employees of ours. No additional
compensation will be paid to these individuals for any such services. Except
as described above, we do not presently intend to solicit proxies other than
by mail.
STOCKHOLDER PROPOSALS
To be included in the proxy statement and form of proxy relating to the
annual meeting to be held in 2001, a stockholder proposal must be received by
Raja H. Venkatesh, Chief Financial Officer and Secretary, Viador Inc., 2000
Charleston Rd., Suite 1000, Mountain View, CA 94043-1632, no later than
February 17, 2001. If we are not notified of a stockholder proposal by May 10,
2001, then the proxy solicited by the board of directors for the 2001 annual
meeting will confer discretionary authority to vote against such stockholder
proposal.
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PROPOSAL NO. 1:
ELECTION OF DIRECTORS
Our certificate of incorporation provides for a classified board of
directors consisting of three classes of directors, each serving staggered
three-year terms. As a result, a portion of our board of directors will be
elected each year. To implement the classified structure, prior to the
consummation of our initial public offering in October 1999, we elected one
board member to a one-year term, two board members to two-year terms, and two
board members to three-year terms. Virginia M. Turezyn was designated a Class
I director whose term expires at the 2000 annual meeting of stockholders. Dawn
G. Lepore and Chong Sup Park were designated Class II directors whose terms
expire at the 2001 annual meeting of stockholders. Stan X. Wang and Teddy
Kiang were designated Class III directors whose terms expire at the 2002
annual meeting of stockholders.
After these initial terms, a single class of directors will be elected each
year at the annual meeting. Subject to transition provisions, each director
elected at each such meeting will serve for a term ending on the date of the
third annual meeting of stockholders after his or her election or until his or
her successor has been elected and duly qualified.
The number of directors is determined from time to time by the board of
directors and is currently fixed at six members. Nevertheless, pursuant to our
certificate of incorporation and bylaws, the board of directors expects to
review the size of the board of directors from time to time, and if suitable
outside candidates are available, the board may increase the size of the board
of directors.
One director is to be elected at this annual meeting to serve until the 2003
annual meeting, or until a successor is duly elected and qualified. If the
nominee is unable or unwilling to serve as a director, the proxies may be
voted for any substitute nominee designated by the present board of directors
or the proxy holders to fill such vacancy, or the board of directors may be
reduced in accordance with our bylaws. The board of directors has no reason to
believe that the person named will be unable or unwilling to serve as a
nominee or as a director if elected.
Set forth below is certain information concerning the nominees and the other
incumbent directors:
DIRECTOR TO BE ELECTED AT THE 2000 ANNUAL MEETING
Virginia M. Turezyn. Virginia M. Turezyn, age 42, has served as a director
since September 1998. Ms. Turezyn co-founded Information Technology Ventures,
a venture capital firm, in September 1994 and has served as a General Partner
since its founding. From April 1982 to September 1994, she served in a variety
of capacities at Morgan Stanley & Company, Inc., including most recently as
Vice President in the Venture Capital Group. Ms. Turezyn serves on the board
of directors of several privately held companies. Ms. Turezyn holds a B.A. in
Accounting from Queens College and is a Certified Public Accountant.
DIRECTORS WHOSE TERMS EXPIRE IN 2001
Dawn G. Lepore. Dawn G. Lepore, age 46, has served as a director since July
1999. Ms. Lepore is Vice Chairman and Chief Information Officer, and a member
of the Management Committee of the Charles Schwab Corporation, where she has
served for over fifteen years in various capacities. Prior to her appointment
as Chief Information Officer at Schwab in 1993, Ms. Lepore served as Senior
Vice President of Information Technology at Schwab, responsible for the
development of a wide range of systems to support Schwab's growing product
offerings and client base. She also led a strategic initiative for redesigning
Schwab's entire technology platform. Prior to joining Schwab in 1983, Ms.
Lepore was employed at Informatics, an information consulting firm in San
Francisco. Ms. Lepore serves on the board of directors of eBay, the world's
leading person-to-person online trading company. Ms. Lepore holds a B.A. in
Music from Smith College.
A-4
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Chong Sup Park. Chong Sup Park, age 52, has served as a director since March
1999. Mr. Park is President of Hyundai Electronics Worldwide and Chief
Executive Officer of Hyundai Electronics America. Prior to joining Hyundai,
from February 1995 to August 1996, Mr. Park served as President and Chief
Executive Officer of Maxtor Corporation, a manufacturer of information storage
products for desktop computer systems. From July 1993 to January 1995, Mr.
Park served as President and Chief Executive Officer of Axil Computers Inc.
Mr. Park serves on the board of directors of several companies, both publicly
and privately held, which include Maxtor Corporation, Artecon, Inc., ChipPAC,
Inc. and MMC, Inc. Mr. Park holds a B.A. in Business Administration from
Yonsei University in Seoul, Korea, an M.B.A. from The University of Chicago
and a Ph.D. in Business Administration from Nova Southeastern University.
DIRECTORS WHOSE TERMS EXPIRE IN 2002
Stan X. Wang. Stan X. Wang, age 37, is a co-founder of Viador Inc. Mr. Wang
has served as President, Chief Executive Officer and Chairman of the board of
directors since we were founded in December 1995. Prior to founding Viador,
Inc., from January 1995 to December 1995, Mr. Wang oversaw the data warehouse
division of the RightSizing Group, a software and services company focused on
Internet, data warehouse and large database and financial database
applications where he designed and implemented numerous large enterprise
software projects. From July 1990 to January 1995, Mr. Wang was an architect
in Oracle Corporation's information access tools group. Mr. Wang holds a B.S.
in Electrical Engineering from Tsing Hua University in China, an M.S. in
Mathematics from Oregon State University and an M.S. in Mechanical Engineering
from the California Institute of Technology.
Teddy Kiang. Teddy Kiang, age 47, has served as a director since April 1997.
Mr. Kiang is a Managing Director of Crosslink Technology Partners, an early
stage venture capital firm, specializing in funding and developing healthcare,
network and information technology ventures. From July 1990 to September 1995,
Mr. Kiang was the program director and a business development executive for
the Point-of-Care Coagulation product system at Boeringer Mannheim
Corporation, a biotechnology firm. From August 1980 to July 1990, Mr. Kiang
served as a project manager in the Medical Products Group at Hewlett-Packard
Laboratories. Mr. Kiang serves on the board of directors of two privately-held
companies as the investment representative of Standard Foods Taiwan, Ltd., a
publicly traded company in Taiwan. He also serves as a special advisor to the
Chairman of AboveNet Communications, Inc., a subsidiary of Metromedia Fiber
Network, Inc. (NASDAQ:MFNX). Mr. Kiang holds an M.S. in Chemistry from
Columbia University and a Ph.D. in Chemical Physics from Stanford University.
THE BOARD OF DIRECTORS AND COMMITTEES
Our board of directors held eight meetings during the fiscal year-end 1999.
All directors attended or participated in more than 75% of the aggregate of
(i) the total number of meetings of the board and (ii) the total number of
meetings of the committees of the board of directors on which they served.
The audit committee currently consists of Chong Sup Park and Virginia M.
Turezyn. The audit committee did not meet during the fiscal year-end 1999. The
audit committee reviews our financial statements and accounting practices,
makes recommendations to the board of directors regarding the selection of
independent auditors and reviews the results and scope of our annual audit and
other services provided by our independent auditors.
The compensation committee currently consists of Teddy Kiang and Virginia M.
Turezyn. The compensation committee met four times during the fiscal year-end
1999. The compensation committee makes recommendations to the board of
directors concerning salaries and incentive compensation for our officers and
employees and administers our employee benefit plans including the grant of
options under those plans.
A-5
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DIRECTOR COMPENSATION
Our directors receive $1,000 for each board meeting attended if in person
and $500 if attended telephonically. Directors also receive $500 for each
board committee meeting attended if in person and $250 if attended
telephonically. All directors are also reimbursed for their reasonable out-of-
pocket expenses in serving on the board of directors or any committee thereof.
Directors are eligible to receive equity incentives in the form of stock
option grants or direct stock issuances under our 1999 Stock Incentive Plan.
RECOMMENDATION OF THE BOARD OF DIRECTORS
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE NOMINEES
NAMED ABOVE.
PROPOSAL NO. 2:
RATIFICATION OF APPOINTMENT OF AUDITORS
KPMG LLP has been selected by our board of directors as our independent
auditors for the year ending December 31, 2000. If ratification of this
selection of auditors is not approved by a majority of the shares of common
stock voting thereon, management will review its future selection of auditors.
Representatives of KPMG LLP are expected to be present at the annual meeting
and will have the opportunity to make a statement if they desire to do so.
They are also expected to be available to respond to appropriate questions.
Unless marked to the contrary, proxies received will be voted FOR
ratification of the appointment of KPMG LLP as the independent auditors for
the current year.
VOTE REQUIRED
The ratification of the appointment of KPMG LLP as our independent auditors
for the year ending December 31, 2000 requires the affirmative vote of the
holders of a majority of the shares of our common stock present at the annual
meeting in person or by proxy and entitled to vote.
RECOMMENDATION OF THE BOARD OF DIRECTORS
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE
APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT AUDITORS.
A-6
<PAGE>
MANAGEMENT
Executive Officers
The following table sets forth certain information regarding our executive
officers as of March 31, 2000:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<C> <C> <S>
Stan X. Wang................ 37 Chief Executive Officer, President, Chairman
of the Board of Directors
Jonathan M. Harding......... 47 Executive Vice President and General Manager
Ben C. Connors.............. 42 Vice President, International Business
Development
Steven C. Dille............. 39 Vice President, Marketing
Subramanian Ramakrishnan.... 41 Vice President, Engineering and Chief
Technology Officer
Raja H. Venkatesh........... 38 Vice President, Chief Financial Officer and
Secretary
</TABLE>
Stan X. Wang. See "Proposal No. 1: Election of Directors" for Mr. Wang's
biography.
Jonathan M. Harding. Jonathan M. Harding has served as Executive Vice
President and General Manager since April 1998. Prior to joining us, from July
1994 to April 1998, Mr. Harding was Managing Partner at Vision Unlimited, an
information technology consulting company. Mr. Harding also served as Vice
President of Professional Services at Brock Control Systems from July 1993 to
July 1994. Previously, Mr. Harding has held senior executive positions at
Computer Task Group and Knowledge Ware. Mr. Harding holds a B.S. in Economics
from SUNY-Brockport and attended the Graduate School of Industrial
Administration at Carnegie Mellon University.
Ben C. Connors. Ben C. Connors is one of our co-founders. Mr. Connors has
served as Vice President of International Business Development since November
1998. Mr. Connors served as Chief Operating Officer from July 1997 to November
1998, and as Vice President of Sales and Marketing from January 1996 to July
1997. Prior to joining us, from November 1995 to January 1996, Mr. Connors
served as Chief Executive Officer of Quadsoft, Inc., a custom software
development and outsourcing company, which he also co-founded. Mr. Connors
also served as Vice President of Sales and Marketing for The RightSizing Group
from May 1994 to November 1995. Previously, Mr. Connors held sales and
marketing management positions with The ASK Group, Oracle Corporation and
Hewlett-Packard Company. Mr. Connors holds a B.S. in Mechanical Engineering
from Stanford University and an M.B.A. from Harvard Business School.
Steven C. Dille. Steven C. Dille has served as Vice President of Marketing
since December 1997. Prior to joining us, from February 1992 to November 1997,
Mr. Dille served in the marketing division at Sybase, Inc., a global
independent software company, and most recently as director of data
warehousing. Previously, Mr. Dille has held marketing and technology
leadership positions at Hewlett-Packard Company, NCR and as an independent
consultant. Mr. Dille holds a B.S. in Computer Science and Mathematics from
the University of Pittsburgh and an M.B.A. in Marketing and Finance from the
University of Chicago.
Subramanian Ramakrishnan. Subramanian Ramakrishnan has served as Vice
President, Engineering and Chief Technology Officer since November 1999. Prior
to joining us, Mr. Ramakrishnan has held numerous positions worldwide at
Citibank, including Marketing and Product Development Director, Regional
Operations and Technology Director, and group MIS Director. Most recently, he
served as Chief Information Officer and Vice President in the Global Consumer
Bank group at Citibank. Mr. Ramakrishnan holds a B.S. in Engineering from the
Indian Institute of Technology and an M.B.A. from the Indian Institute of
Management.
Raja H. Venkatesh. Raja H. Venkatesh joined us as Vice President, Chief
Financial Officer and Secretary in June 1999. Prior to joining us, from August
1997 to June 1999, Mr. Venkatesh served as Corporate Treasurer at Maxtor
Corporation, a manufacturer of information storage products for desktop
computer systems. From April 1996 to August 1997, Mr. Venkatesh served as
Director of Corporate Strategy and Development at the Pacific Telesis Group.
Previously, Mr. Venkatesh served in various capacities in the Treasurer's
office of General
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Motors Corporation from July 1990 to March 1996. Mr. Venkatesh holds a B.S. in
Engineering from the Regional Engineering College in India and an M.B.A. from
the Darden Graduate School of Business Administration at the University of
Virginia.
Our officers are elected by the board of directors on an annual basis and
serve until their successors have been duly elected and qualified. There are
no family relationships among any of our directors or executive officers.
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
The compensation committee of the board is currently comprised of Mr. Kiang
and Ms. Turezyn. Neither member of the compensation committee of the board of
directors was at any time since our formation one of our officers or
employees. None of our executive officers serve as a member of the board of
directors or compensation committee of any entity that has one or more
executive officers serving on our board of directors or our compensation
committee of the board of directors.
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EXECUTIVE COMPENSATION AND RELATED INFORMATION
The following table sets forth the compensation earned by our Named
Executive Officers which include our Chief Executive Officer and our four
other executive officers whose salary and bonus for services rendered to us
for the fiscal year ended December 31, 1999, exceeded $100,000. The options
listed in the table were originally granted under either our 1996 Stock
Option/Stock Issuance Plan or our Amended and Restated 1997 Stock Option/Stock
Issuance Plan. These options have been incorporated into the new 1999 Stock
Incentive Plan, but continue to be governed by their original terms.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation Awards
-------------------- -------------------------
Number of
Securities All Other
Underlying Compensation
Name Year Salary ($) Bonus ($) Options (#) ($)
- ---- ---- ---------- --------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Stan X. Wang.............. 1999 150,000 70,000 -- --
President, Chief 1998 125,000 20,000 898,783 --
Executive Officer and
Chairman of the Board of
Directors
Jonathan M. Harding....... 1999 150,000 50,000 79,166 --
Executive Vice President 1998 73,920 -- 79,167 --
and General Manager
Ben C. Connors............ 1999 120,000 20,000 -- --
Vice President, 1998 100,000 5,000 -- --
International Business
Development
Steven C. Dille........... 1999 135,000 35,000 66,667 --
Vice President, Marketing 1998 115,000 7,500 58,334 --
Subramanian Ramakrishnan 1999 72,450 60,000 133,167(2) --
(1)......................
Vice President,
Engineering and
Chief Technology Officer 1998 -- -- -- --
</TABLE>
- --------
(1) Subramanian Ramakrishnan has served as Vice President, Engineering and
Chief Technology Officer since November 1999. Mr. Ramakrishnan earned
$72,450 in 1999, but his annualized salary was $150,000.
(2) A portion of these options were issued pursuant to the 1999 Stock
Incentive Plan.
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Stock Options and Stock Appreciation Rights
The following table sets forth information regarding option grants to each
of the Named Executive Officers during fiscal year 1999. No stock appreciation
rights were granted to the Named Executive Officers during the 1999 fiscal
year. In 1999, we granted options to purchase an aggregate of 1,394,849 shares
to employees, directors, and consultants under our amended and restated 1999
Stock Incentive Plan at exercise prices equal to the fair market value of our
common stock on the date of grant, as determined in good faith by our board of
directors. Vesting periods are determined by our board of directors and
generally provide for shares to vest ratably over a three to four year period.
Stock Option Grants in Fiscal Year 1999
<TABLE>
<CAPTION>
Potential
Realizable Value
at Assumed Annual
Percentage Rates of Stock
Number of of Total Price
Securities Options Appreciation for
Underlying Granted to Exercise Option Term(1)
Options Employees in Price Per Expiration -----------------
Name Granted(#) 1999 Share($/Sh) Date 5% 10%
---- ---------- ------------ ----------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Stan X. Wang............ -- -- -- -- -- --
Jonathan M. Harding..... 12,500 0.90% 0.24 1/17/09 1,887 4,781
66,666 4.78% 5.28 5/16/09 221,372 561,000
Ben C. Connors.......... -- -- -- -- -- --
Steven C. Dille......... 66,667 4.78% 5.28 5/16/09 221,372 561,000
Subramanian
Ramakrishnan........... 104,167 7.47% 5.28 9/19/09 345,893 876,561
29,000 2.08% 41.25 12/28/09 752,315 1,906,514
</TABLE>
- --------
(1) The actual stock price appreciation over the 10-year option term may not
be at the above 5% and 10% assumed annual rates of compounded stock price
appreciation or at any other defined level. Unless the market price of
common stock appreciates over the option term, no value will be realized
from the option grant made to the Named Executive Officer.
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Aggregated Option/SAR Exercises and Fiscal Year-End Values
The following table sets forth information with respect to the Named
Executive Officers concerning their exercise of stock options during the
fiscal year ended December 31, 1999, and the number of shares subject to
unexercised stock options held by them as of the close of such fiscal year. No
stock appreciation rights were exercised during the fiscal year ended December
31, 1999, and no stock appreciation rights were outstanding at the close of
such year. In the following table, "Value Realized" is equal to the difference
between the fair value of the shares at the time of exercise and the exercise
price paid for the shares, and the "Value of Unexercised In-The-Money Options
at Year-End" is based upon the fair value per share at the close of the 1999
fiscal year ($42.375 per share) less the exercise price payable per share.
Aggregated Option Exercises in 1999 and Year-End Values
<TABLE>
<CAPTION>
In-the-Money
Options As Of 12/31/99
(FMV at 12/31/99-Exercise Price)
Unexercised Options (# of shares)
-------------------------- ----------------------------------
Value Realized Vested &
# of Shares (FMV-Exercise Exercisable Vested &
Acquired Upon Price X Shares As of Unvested & Not Exercisable As Unvested & Not
Name Exercise Exercised)($) 12/31/99 Exercisable of 12/31/99 Exercisable
---- ------------- -------------- ----------- -------------- ---------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Stan X. Wang............ -- -- 898,783 -- $ 38,042,788 $ --
Jonathan M. Harding..... -- -- 55,728 102,604 2,346,912 3,983,660
Ben C. Connors.......... -- -- -- -- -- --
Steven C. Dille......... 25,520 100,294(1) 3,646 95,834 153,624 3,701,964
Subramanian
Ramakrishnan........... 10,000 298,450(2) -- 123,167 -- 3,525,750
</TABLE>
- --------
(1) Based on the fair value on the date of exercise ($4.17 per share) as
determined in good faith by our board of directors
(2) Based on the fair value on the date of exercise ($35.13 per share), as
determined by the closing price on the Nasdaq National Market System.
A-11
<PAGE>
BENEFICIAL OWNERSHIP
The following table sets forth certain information known to us with respect
to the beneficial ownership of our common stock as of March 31, 2000, except
as noted in the footnotes below by:
. all persons who are beneficial owners of 5% or more of our common stock;
. each director;
. our Chief Executive Officer and the four other most highly compensated
executive officers for the fiscal year ended December 31, 1999, whose
salary and bonus exceeded $100,000; and
. all current executive officers and directors as a group.
Unless otherwise indicated, the address for each shareholder is c/o Viador
Inc., 2000 Charleston Rd., Suite 1000, Mountain View, CA 94043-1632. Except as
indicated by footnote, we understand that the persons named in the table below
have sole voting and investment power with respect to all shares shown as
beneficially owned by them, subject to community property laws.
Shares of common stock subject to options, which are currently exercisable
or exercisable within 60 days of March 31, 2000, are deemed outstanding for
computing the percentages of the person holding such options but are not
deemed outstanding for computing the percentages of any other person. The
percentage of common stock outstanding as of March 31, 2000 is based on
17,185,365 shares of common stock outstanding on that date.
<TABLE>
<CAPTION>
Number of Shares Percentage of Shares
Name of Beneficial Owner Beneficially Owned Beneficially Owned
------------------------ ------------------ --------------------
<S> <C> <C>
Entities affiliated with Information
Technology Ventures(1)............... 2,205,788 12.82%
Jia-Bao Chu(2)........................ 1,362,837 7.93%
Kin Lui(3)............................ 1,088,929 6.20%
Stan X. Wang(4)....................... 2,120,317 11.72%
Jonathan M. Harding(5)................ 158,332 *
Subramanian Ramakrishnan(6)........... 104,167 *
Ben C. Connors(7)..................... 528,652 3.08%
Steven C. Dille(8).................... 125,000 *
Teddy Kiang(9)........................ 1,454,721 8.45%
Dawn G. Lepore(10).................... 20,833 *
Chong Sup Park(11).................... 20,833 *
Virginia M. Turezyn(1)(12)............ 2,205,788 12.82%
All directors and executive officers
as a group (ten persons)(13)......... 6,838,643 36.78%
</TABLE>
- --------
* Less than 1%.
(1) Stock consists of 2,110,429 shares of common stock held by Information
Technology Ventures II, L.P. 80,359 shares of common stock held by ITV
Affiliates Fund II, L.P. and 15,000 shares of common stock subject to
options exercisable within 60 days of March 31, 2000 held directly by Ms.
Turezyn. Ms. Turezyn, a director of ours, is a principal member of ITV
Management II, LLC, the general partner of Information Technology
Ventures II, L.P. and ITV Affiliates Fund II, L.P. The general partners
of Information Technology Ventures, Mark Dubovoy, Sam H. Lee and Virginia
M. Turezyn, have voting and dispositive powers with respect to shares
held by Information Technology Ventures II, L.P. and ITV Affiliates Fund
II, L.P. The address for Information Technology Ventures is 100 Hamilton
Avenue, Suite 400, Palo Alto, California 94301.
(2) Stock consists of 1,362,837 shares of common stock held directly by Mr.
Chu.
(3) Stock consists of 702,681 shares of common stock held directly by Mr.
Lui, and 386,248 shares of common stock subject to options exercisable
within 60 days of March 31, 2000.
A-12
<PAGE>
(4) Stock consists of 1,221,534 shares of common stock held directly by Mr.
Wang and 898,783 shares of common stock subject to options exercisable
within 60 days of March 31, 2000.
(5) Stock consists of 158,332 shares of common stock subject to options
exercisable within 60 days of March 31, 2000.
(6) Stock consists of 10,000 shares held directly by Mr. Ramakrishnan and
94,167 shares of common stock subject to options exercisable within 60
days of March 31, 2000.
(7) Stock consists of 528,652 shares of common stock held directly by Mr.
Connors.
(8) Stock consists of 58,333 shares of common stock held directly by Mr.
Dille and 66,667 shares of common stock subject to options exercisable
within 60 days of March 31, 2000.
(9) Stock consists of 127,165 shares of common stock held directly by Mr.
Kiang and his wife and 33,333 shares of common stock subject to options
exercisable within 60 days of March 31, 2000. Includes 541,040 shares of
common stock held by Standard Foods Taiwan, Ltd.; 94,523 shares of common
stock held by Crosslink Semiconductor, Inc. (Taiwan); 50,000 shares of
common stock held by Eric S. Chen; 50,000 shares of common stock held by
Ju-Liang Chen; 50,000 shares of common stock held by Paula Chen; 127,165
shares of common stock held by the Chen Living Trust dated 7/22/96;
127,165 shares of common stock held by the Cheng Living Trust dated
8/8/95; 127,165 shares of common stock held by Ter-Fung Tsao and 127,165
shares of common stock held by Wendy Te-Hua Wang, for all of whom
Crosslink Technology Partners LLC holds a power of attorney. Mr. Kiang, a
director of ours, is a Managing Director of Crosslink Technology Partners
LLC and the investment representative for Standard Foods Taiwan, Ltd. and
Crosslink Semiconductor, Inc. (Taiwan). Mr. Kiang disclaims beneficial
ownership of the shares held by Crosslink Semiconductor, Inc. (Taiwan),
Standard Foods Taiwan, Ltd., Eric S. Chen, Ju-Liang Chen, Paula Chen,
Chen Living Trust dated 7/22/96, Cheng Living Trust dated 8/8/95, Ter
Fung Tsao and Wendy Te-Hua Wang, except to the extent of his pecuniary
interest therein.
(10) Stock consists of 20,833 shares of common stock subject to options
exercisable within 60 days of March 31, 2000.
(11) Stock consists of 20,833 shares of common stock subject to options
exercisable within 60 days of March 31, 2000.
(12) Stock consists of 15,000 shares of common stock subject to options
exercisable within 60 days of March 31, 2000. Includes an aggregate of
2,190,788 shares of common stock held by Information Technology Ventures
II, L.P. and ITV Affiliates Fund II, L.P. Ms. Turezyn, a director of
ours, is a principal member of ITV Management II, LLC, the general
partner of Information Technology Ventures II, L.P. and ITV Affiliates
Fund II, L.P. Ms. Turezyn disclaims beneficial ownership of the shares
held by Information Technology Ventures II, L.P. and ITV Affiliates Fund
II, L.P.
(13) See footnotes 4 through 12 above. Includes options exercisable for
1,407,948 shares of common stock within 60 days of March 31, 2000 under
the 1999 Stock Incentive Plan.
A-13
<PAGE>
COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT
The compensation committee of the board of directors sets the compensation
of the Chief Executive Officer, reviews the design, administration and
effectiveness of compensation programs for other key executives and approves
stock option grants for all executive officers. The committee is composed
entirely of outside directors.
Compensation Philosophy and Objectives
We operate in the extremely competitive and rapidly changing high technology
industry. The committee believes that the compensation programs for the
executive officers should be designed to attract, motivate and retain talented
executives responsible for our success, and should be determined within a
competitive framework and based on the achievement of designated financial
targets, individual contribution, customer satisfaction and financial
performance relative to that of our competitors. Within this overall
philosophy, the committee's objectives are to:
. Offer a total compensation program that takes into consideration the
compensation practices of a group of specifically identified peer
companies and other selected companies with which we compete for
executive talent.
. Provide annual variable incentive awards that take into account our
overall financial performance in terms of designated corporate objectives
and the relative performance of relevant peer companies, as well as
individual contributions.
. Align the financial interests of executive officers with those of
stockholders by providing significant equity-based, long-term incentives.
Compensation Components and Process
The three major components of our executive officers' compensation are: (i)
base salary, (ii) variable incentive awards and (iii) long-term, equity-based
incentive awards. The committee determines the compensation levels for the
executive officers with the assistance of our Human Resources Department,
which works with an independent consulting firm that furnishes the committee
with executive compensation data drawn from a nationally recognized survey of
similarly sized technology companies that have been identified as the peer
companies. The positions of our Chief Executive Officer and executive officers
were compared with those of their counterparts at the peer companies, and the
market compensation levels for comparable positions were examined to determine
base salary, target incentives and total cash compensation. In addition, the
practices of the peer companies concerning stock option grants were reviewed
and compared.
Base Salary. The base salary for each executive officer is determined at
levels considered appropriate for comparable positions at the peer companies.
Our policy is to target base salary levels between the 50th and
75th percentile of compensation practices at the peer companies.
Variable Incentive Awards. To reinforce the attainment of our goals, the
committee believes that a portion of the annual compensation of each executive
officer should be in the form of variable incentive pay. The annual incentive
pool for executive officers is determined on the basis of our achievement of
the financial performance targets established at the beginning of the fiscal
year and also includes a range for the executive's contribution and a
strategic component tied to our performance relative to a select group of
competitors. The incentive plan sets a threshold level of our performance
based on revenue that must be attained before any incentives are awarded. Once
the fiscal year's threshold is reached, specific formulas are in place to
calculate the actual incentive payment for each officer. A target is set for
each executive officer based on targets for comparable positions at the peer
companies and is stated in terms of an escalating percentage of the officer's
base salary for the year. In fiscal 1999, we achieved our corporate
performance targets as well as the strategic target tied to
A-14
<PAGE>
revenue performance relative to the selected competitor group. Awards paid
reflected those results plus individual accomplishments of both corporate and
functional objectives and a component based upon customer satisfaction.
Long-Term, Equity-Based Incentive Awards. The goal of our long-term, equity-
based incentive awards is to align the interests of executive officers with
stockholders and to provide each executive officer with a significant
incentive to manage from the perspective of an owner with an equity stake in
the business. The committee determines the size of long-term, equity-based
incentives according to each executive's position, and sets a level it
considers appropriate to create a meaningful opportunity for stock ownership.
In addition, the committee takes into account an individual's recent
performance, his or her potential for future responsibility and promotion,
comparable awards made to individuals in similar positions with the peer
companies and the number of unvested options held by each individual at the
time of the new grant. The relative weight given to each of these factors
varies among individuals at the committee's discretion. During fiscal 1999,
the committee made option grants to Messrs. Harding, Dille and Ramakrishnan
under our 1999 Stock Incentive Plan. Each grant allows the officer to acquire
shares of our common stock at a fixed price per share (the market price on the
grant date) over a specified period of time. Options granted to this group of
individuals in June 1999, and later, vest in periodic installments over a
four-year period, contingent upon the executive officer's continued employment
with us. Accordingly, the option grants will provide a return only if the
officer remains with us and only if the market price appreciates over the
option term.
CEO Compensation. In setting the total compensation payable to our Chief
Executive Officer for the 1999 fiscal year, the compensation committee sought
to make that compensation competitive with the compensation paid to the Chief
Executive Officers of companies in the surveyed group.
The compensation committee adjusted Mr. Wang's base salary for the 1999
fiscal year in recognition of his performance and with the objective of
maintaining his base salary at a competitive level with similarly situated
Chief Executive Officers. With respect to Mr. Wang's base salary, it is the
compensation committee's intent to provide him with a level of stability and
certainty and not have this particular component of compensation affected to
any significant degree by our performance factors. For the 1999 fiscal year,
Mr. Wang's base salary was approximately at the median of the base salary
levels of other Chief Executive Officers at the surveyed companies.
The remaining components of Mr. Wang's 1999 fiscal year compensation,
however, were primarily dependent upon corporate performance. Mr. Wang was
eligible for a cash bonus for the 1999 fiscal year as determined by the
compensation committee. A $70,000 bonus was paid to him because he attained
his performance goals. Mr. Wang has not entered into a formal employment
agreement with us.
Other Elements of Executive Compensation
Executives are eligible for corporation-wide medical and dental benefits and
participation in a 401(k) plan under which we currently provide no matching
contributions. In addition, executives participate in a corporation-wide short
and long-term disability insurance program and a group term life insurance
program.
Compliance with Internal Revenue Code Section 162(m)
Section 162(m) of the Internal Revenue Code disallows a tax deduction to
publicly held companies for compensation paid to certain of their executive
officers, to the extent that compensation exceeds $1 million per covered
officer in any fiscal year. The limitation applies only to compensation that
is not considered to be performance-based. Non-performance based compensation
paid to our executive officers for the 1999 fiscal year did not exceed the $1
million limit for any officer, and the compensation committee does not
anticipate that the non-performance based compensation to be paid to our
executive officers for fiscal 2000 will exceed that limit. Our 1999 Stock
Incentive Plan has been structured so that any compensation deemed paid in
connection with the exercise of option grants made under that plan with an
exercise price equal to the fair market value of the option shares on the
grant date will qualify as performance-based compensation that will not be
subject to the
A-15
<PAGE>
$1 million limitation. Because it is unlikely that the cash compensation
payable to any of our executive officers in the foreseeable future will
approach the $1 million limit, the compensation committee has decided at this
time not to take any action to limit or restructure the elements of cash
compensation payable to our executive officers. The compensation committee
will reconsider this decision should the individual cash compensation of any
executive officer ever approach the $1 million level.
It is the opinion of the committee that the executive compensation policies
and plans provide the necessary total remuneration program to properly align
our performance and interests of our stockholders through the use of
competitive and equitable executive compensation in a balanced and reasonable
manner, for both the short- and long-term.
Submitted by the Compensation
Committee of our
Board of Directors
Teddy Kiang
Virginia M. Turezyn
A-16
<PAGE>
PERFORMANCE GRAPH
The following graph shows a six month comparison of cumulative total return
on our common stock, based on the market price of our stock assuming
reinvestment of dividends with a return of the Standard and Poor's 500 Index
and the Nasdaq Stock Market (U.S.) Index, for the period beginning October 26,
1999, the day our common stock began trading, through December 31, 1999.
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Oct-99 Nov-99 Dec-99 Jan-00 Feb-00 Mar-00
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Viador Inc............................ 100 423 381 324 240 439
S&P 500............................... 100 108 115 109 107 117
Nasdaq................................ 100 381 145 140 167 163
</TABLE>
- --------
(1) The graph assumes that on October 26, 1999, $100 was invested in our
common stock and in each index, and that all dividends were reinvested. No
cash dividends have been declared on our common stock.
(2) Stockholder returns over the indicated period should not be considered
indicative of future stockholder results. Notwithstanding anything to the
contrary set forth in any of our previous filings made under the
Securities Act of 1933, as amended, or the Securities Exchange Act of
1934, as amended, that might incorporate future filings made by us under
those statutes, neither the preceding Stock Performance Graph nor the
compensation committee report is to be incorporated by reference into any
such prior filings, nor shall such graph or report be incorporated by
reference into any future filings made by us under those statutes.
A-17
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In fiscal year 1999, there was not, nor is there currently proposed, any
transaction or series of similar transactions to which we were or are to be a
party in which the amount involved exceeded or will exceed $60,000 and in
which any director, executive officer, holder of more than 5% of our common
stock 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 the
transactions described below. We believe each of the transactions described
below was negotiated at arms-length and were on terms as favorable as those
obtainable from disinterested third parties.
Preferred Stock Financings
Since May 23, 1997, we have issued 2,495,994 shares of our Series C
Preferred Stock at a price of $5.8416 per share, 2,763,632 shares of our
Series B Preferred Stock at a price of $3.12 per share and 1,543,235 shares of
our Series A Preferred Stock at a weighted average price of $2.2777 per share
in a series of private financings. We issued these securities pursuant to
preferred stock purchase agreements and an investors' rights agreement on
substantially similar terms except for terms relating to date and price, under
which we made standard representations, warranties, and covenants, and which
provided the purchasers thereunder with registration rights, information
rights, and rights of first refusal, among other provisions standard in
venture capital financings.
Amended and Restated Investors' Rights Agreement
Under the terms of an investors' rights agreement dated May 21, 1999, among
us and the holders of our preferred stock, the investors acquired certain
registration rights with respect to their capital stock of Viador Inc. At any
time after three-months following our initial public offering, holders of 40%
or more of the outstanding preferred stock may require us to effect
registration under the Securities Act covering at least 40% of the outstanding
Registrable Securities, as defined in the investors' rights agreement, subject
to the board of directors' right to defer such registration for a period up to
60 days. However, we are obligated to effect only two of those registrations.
All registration expenses incurred in connection with the first two demand
registrations described above and all piggyback registrations will be borne by
us. The participating investors will pay for underwriting discounts and
commissions incurred in connection with those registrations. We have agreed to
indemnify the investors against certain liabilities in connection with any
registration effected pursuant to this investors' rights agreement, including
Securities Act liabilities.
In addition to the indemnification provisions contained in our Restated
Certificate of Incorporation and Bylaws, we have entered into indemnification
agreements with each of our directors and officers. These agreements require
us, among other things, to indemnify such director or officer against expenses
(including attorneys' fees), judgments, fines and settlements paid by such
individual in connection with any action, suit or proceeding arising out of
such individual's status or service as a director or officer of ours (other
than liabilities arising from willful misconduct or conduct that is knowingly
fraudulent or deliberately dishonest) and to advance expenses incurred by such
individual in connection with any proceeding against such individual with
respect to which such individual may be entitled to indemnification by us.
All future transactions between us and our officers, directors, principal
stockholders and affiliates will be approved by a majority of the independent
and disinterested members of the board of directors and will be on terms no
less favorable to us than could be obtained from unaffiliated third parties.
A-18
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Our directors and executive officers must file reports with the Securities
and Exchange Commission indicating the number of shares of our common stock
they beneficially own and any changes in their beneficial ownership. Copies of
these reports must be provided to us. Based on our review of these reports and
written representations from the persons required to file them, we believe
each of our directors and executive officers filed all the required reports
during 1999, except that one Form 4 filing was made by Mr. Raja H. Venkatesh
in the first quarter of 2000, and Forms 3 and 4 that were to have been filed
by Mr. Subramanian Ramakrishnan in 1999, were instead filed in the 1st quarter
of 2000. To our knowledge, during 1999, no other person subject to the
reporting requirement of Section 16(a) failed to file or was delinquent in
filing a required report.
A-19
<PAGE>
OTHER MATTERS
Our board of directors knows of no other business that will be presented to
the annual meeting. If any other business is properly brought before the
annual meeting, proxies in the enclosed form will be voted in respect thereof
in accordance with the recommendation of the board of directors. Discretionary
authority with respect to such other matters is granted by the execution of
the enclosed proxy.
It is important that the proxies be returned promptly and that your shares
be represented. You are urged to sign, date and promptly return the enclosed
proxy card in the enclosed envelope.
A copy of our Annual Report for the 1999 fiscal year has been mailed
concurrently with this Proxy Statement to all stockholders entitled to notice
of and to vote at the Annual Meeting. The Annual Report is not incorporated
into this Proxy Statement and is not considered proxy solicitation material.
We have filed an Annual Report on Form 10-K for the year ended December 31,
1999 with the Securities and Exchange Commission. You may obtain, free of
charge, a copy of the Form 10-K by writing to Raja H. Venkatesh, Chief
Financial Officer, Viador Inc., 2000 Charleston Rd., Suite, 1000, Mountain
View, CA 94043-1632. Our Form 10-K is also available through our website at
www.viador.com.
By Order of the Board of Directors,
_________________________________
Raja H. Venkatesh
Secretary
Dated: May 22, 2000
Mountain View, California
A-20
