<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(MARK ONE)
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended April 2, 2000
OR
[_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
Commission File Number 0-28157
---------------------------------
Virata Corporation
(Exact name of registrant as specified in its charter)
---------------------------------
<TABLE>
<S> <C>
Delaware 77-0521696
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
</TABLE>
2933 Bunker Hill Lane, Suite 201, Santa Clara, California 95054
(Address of principal executive offices, including zip code)
(Registrant's Telephone Number, including Area Code) (408) 566-1000
Securities Registered Pursuant To Section 12(b) Of The Act:
<TABLE>
<CAPTION>
(Title of Each Class) (Names of each exchange on which registered)
--------------------- --------------------------------------------
<S> <C>
None. None.
</TABLE>
Securities Registered Pursuant To Section 12(g) Of The Act:
Common Stock, $0.001 par value per share
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_] _______________________
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the 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. [_]
Aggregate market value of the voting stock held on July 21, 2000
by non-affiliates of the registrant: $3.8 billion
Number of shares of common stock outstanding at July 21, 2000: 56,173,438
Documents Incorporated by Reference
The registrant hereby amends the following items on Form 10-K for the year
ended April 2, 2000 as set forth below. Items not referenced below are not
amended. Items referenced herein are amended in their entirety as set forth
below.
--------------------------------------------------------------------------------
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<PAGE>
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Executive Officers
Executive officers of Virata Corporation ("Virata", "we" or the "Company")
are appointed by the Board of Directors (the "Board") and serve at the
discretion of the Board. Information regarding the Company's executive
officers may be found in the section entitled "Executive Officers and
Directors" in Part I of this form 10-K.
Director Nominees
The names of the director nominees of Virata, all of whom are currently
Virata directors, and certain information about such director nominees
(including their term of service), are set forth below:
<TABLE>
<CAPTION>
Director
Name of Nominee Age Principal Occupation Since
--------------- --- -------------------- --------
<C> <C> <S> <C>
Director of Amadeus Capital Partners
Dr. Hermann Hauser....... 51 Ltd. 1993
Chief Executive Officer of Virata
Charles Cotton........... 53 Corporation 1997
Chief Technology Officer of Virata
Martin Jackson........... 40 Corporation 1994
Marco De Benedetti....... 37 Chairman and Managing Director of
Telecom Italia Mobile S.p.A 1994
Executive Vice President of Oracle
Gary Bloom............... 39 Corporation 1999
General Partner of Oak Investment
Bandel Carano............ 38 Partners 1995
Professor Andrew Hopper.. 47 Professor of Communications
Engineering at Cambridge University 1993
General Partner of New Enterprise
Peter Morris............. 44 Associates 1995
General Partner of Lazard Freres et
Patrick Sayer............ 42 Cie 1998
Giuseppe Zocco........... 34 General Partner of Index Ventures 1998
</TABLE>
Dr. Hermann Hauser is one of our co-founders and has served as our Chairman
since March 1993. Dr. Hauser's principal occupation is Director of Amadeus
Capital Partners Ltd., a venture capital fund management company a position he
has held since December 1997. Dr. Hauser has also co-founded more than 20
other high technology companies, including Acorn Computer Group plc, EO Ltd.,
Harlequin, IXI Ltd., Vocalis, Electronic Share Information, Advanced Displays
Limited and SynGenix. Dr. Hauser holds a Ph.D. in Physics from Cambridge
University.
Charles Cotton has been our Chief Executive Officer and a member of our
board of directors since September 1997. Mr. Cotton joined us in January 1995,
first as a consultant, and then in August 1995 as our General Manager, Europe,
and was subsequently promoted to Chief Operating Officer in July 1996. From
January 1991 to December 1995, Mr. Cotton was an independent consultant. In
1990, he served as Chief Executive Officer of Shandwick Europe, a public
relations consulting firm. From 1988 to 1989, Mr. Cotton served as President
of Thermal Scientific and as a Director of its parent company, Thermal
Scientific plc. From 1983 to 1986, he served in a variety of international
marketing and operations functions for Sinclair Research. Mr. Cotton holds an
honors degree in Physics from Oxford University.
Martin Jackson is our Chief Technology Officer and has directed new product
development since joining us in April 1994. Prior to joining us, Mr. Jackson
was a co-founder and Vice President of Technology of EO--formerly Active Book
Company. Mr. Jackson also co-founded Tadpole Technology, a developer of high
performance computer boards. Mr. Jackson is acknowledged as a leader in the
application of asynchronous transfer mode technology for provisioning
broadband in the local loop and serves on the board of directors of the DSL
Forum. Mr. Jackson holds an M.A. in Electrical Sciences from the University of
Cambridge.
Marco De Benedetti has served as a member of our board of directors since
July 1994. Mr. De Benedetti has been the Chairman and Managing Director of
Telecom Italia Mobile S.p.A., Europe's largest cellular phone
1
<PAGE>
operator since July 1999. Prior to joining Telecom Italia Mobile, Mr. De
Benedetti was chairman of Infostrada S.p.A., a company controlled by Olivetti
operating as an alternative fixed line carrier in Italy from 1990 to July
1999. Prior to joining Olivetti in 1990, Mr. De Benedetti worked for the
investment bank Wasserstein, Perella & Co. in mergers and acquisitions from
1987 to 1989. Mr. De Benedetti holds an M.B.A. from the Wharton School of the
University of Pennsylvania and a B.S. in Economics and History from Wesleyan
University.
Gary Bloom has served as a member of our board of directors since February
1999. Mr. Bloom is Executive Vice President of Oracle Corporation and has been
employed by Oracle since September 1986. Mr. Bloom received a B.S. in Computer
Science from California Polytechnic State University at San Luis Obispo.
Bandel Carano has served as a member of our board of directors since May
1995. Mr. Carano is a General Partner of Oak Investment Partners in Palo Alto,
California, a private venture capital firm, which he joined in 1985. Mr.
Carano currently serves as a member of the Investment Advisory Board of the
Stanford University Engineering Venture Fund. Mr. Carano also serves as a
member of the board of Advanced Radio Telecom Corp., Metaware Communications
Corp, Wireless Facilities Inc. and several private companies. Mr. Carano holds
both a M.S. and a B.S. in Electrical Engineering from Stanford University.
Professor Andrew Hopper is one of our co-founders and has served as a
member of our board of directors since March 1993. Since November 1997,
Professor Hopper has been the Professor of Communications Engineering within
the Department of Engineering at Cambridge University and prior to that he was
a Reader. Since 1986, Professor Hopper has also been the Managing Director of
the Olivetti Research Laboratory, now AT&T Laboratories-Cambridge. Professor
Hopper is considered one of the early developers of asynchronous transfer mode
technology and has over 20 years experience in networking, computer systems
and multimedia. Professor Hopper is also involved with the commercialization
of technology with a number of Cambridge-area firms. Professor Hopper is a
Fellow of the Royal Academy of Engineering and holds a Ph.D. from Cambridge
University.
Peter T. Morris has served as a member of our board of directors since May
1995. Mr. Morris is a General Partner of New Enterprise Associates, a private
venture capital firm, in Menlo Park, California, where he has been employed
since 1992. Mr. Morris specializes in information technologies, with a focus
on communications and the Internet. His current board memberships include
Gadzoox Networks Inc., Packeteer Inc. and several private companies. Before
joining New Enterprise Associates, Mr. Morris served in various capacities
with Telebit Corporation from 1987 to 1991. Prior to that he was with
Montgomery Securities, an investment bank, from 1985 to 1987, and Bain &
Company, a management consultancy, from 1980 to 1982. Mr. Morris holds an
M.B.A. and a B.S. in Electrical Engineering from Stanford University.
Patrick Sayer has served as a member of our board of directors since June
1998. Mr. Sayer has been a General Partner of Lazard Freres et Cie, a French
investment bank, since 1982, where he oversees the technology,
telecommunications and media sectors. Mr. Sayer has worked within the Lazard
Freres Group throughout his career with assignment in its international
advisory group, the corporate finance department and the mergers and
acquisitions department. In addition, Mr. Sayer is a director of Financiere et
Industrielle Gaz et Eaux and two French publicly traded holding companies
ultimately controlled by the Lazard Freres Group. Mr. Sayer is a graduate of
Ecole Polytechnique and Ecole des Mines de Paris.
Giuseppe Zocco has served as a member of our board of directors since June
1998. Mr. Zocco is a General Partner of Index Ventures, a private venture
capital firm based in Geneva, Switzerland, which he joined in 1996. Prior to
joining Index Ventures, Mr. Zocco was a management consultant with McKinsey &
Company from 1988 to 1996, working in several of its European offices and its
EuroCenter, a special consulting unit focused on Pan-European clients. Mr.
Zocco holds a M.B.A. from Stanford Business School, a B.A. in Finance from
Bocconi University in Milan, and an I.E.P. from the London Business School. He
is a director of Belle Systems A/S and Evolve Software, Inc.
2
<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than ten percent of a registered
class of the Company's equity securities, to file with the SEC initial reports
of ownership and reports of changes in ownership of Common Stock and other
equity securities of the Company. Officers, directors and greater than ten
percent stockholders are required by SEC regulation to furnish the Company
with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company, during the Company's fiscal year ended April
2, 2000, all Section 16(a) filing requirements applicable to its officers,
directors and greater than ten percent beneficial owners were complied with,
except for the following:
. In November 1999, Gary Bloom, Bandel Carano, Marco De Benedetti, Dr.
Hermann Hauser, Professor Andrew Hopper, Peter Morris, Patrick Sayer and
Giuseppe Zocco each received options to purchase 80,000 shares of our
common stock. These transactions were filed on Form 4 in January 2000.
. In February 2000, Mr. Zocco exercised a warrant and purchased 175,486
shares of the Company's common stock and surrendered 6,500 shares
relating to the purchase. This transaction was filed on Form 5 in April
2000.
. In July 2000, it was discovered that the Form 3 filed by Dr. Hauser in
November 1999 was inaccurate. An amended report on Form 3 will be filed
in July 2000.
Compensation Committee Interlocks and Insider Participation
Virata's compensation committee was established in November 1999. Prior to
that date, all compensation decisions were made by our full board of
directors. The compensation committee reviews, approves and/or makes
recommendations to the board regarding all forms of compensation provided to
our executive officers, including stock compensation and loans. In addition,
the compensation committee reviews, approves and/or makes recommendations on
stock compensation arrangements for all of our other employees. As part of the
foregoing, the compensation committee administers our stock incentive and
other employee benefit plans. The members of the compensation committee are
Messrs. Hauser, Carano and Zocco.
We are not aware of any interlocking relationship existing between our
board of directors or compensation committee and the board of directors or
compensation committee of any other company, nor are we aware of any such
interlocking relationship existing in the past.
ITEM 11. DIRECTOR AND EXECUTIVE COMPENSATION
Director Compensation
Directors who are our full-time employees receive no additional
compensation for serving on our board of directors or its committees; however,
each director will be reimbursed for his or her out-of-pocket expenses in
attending board meetings. Directors who are not our employees or employees of
our affiliates will receive compensation in the form of stock options granted
under our 1999 Non-Employee Director Plan for serving on our board of
directors. No additional compensation is paid with respect to service on or
attending meetings of either the compensation or the audit committees.
The purposes of the 1999 Non-Employee Director Compensation Plan is to
enable us to attract, retain and motivate our non-employee directors and the
members of our technology advisory board, which will advise the company on
technology matters, by providing for or increasing the proprietary interests
of such non-employee directors in our stock. The non-employee compensation
plan provides for automatic grants of stock options to purchase shares of our
common to eligible non-employee directors, made up of an initial grant of an
option to purchase 80,000 shares that vests over four years upon election to
the board of directors and then successive
3
<PAGE>
20,000 share grants which will vest over one year. In addition, members of our
technology advisory board may be granted options to purchase shares of our
common stock in an amount to be determined at the discretion of the director
compensation committee, subject to board approval. The maximum number of
shares of our common stock that may be issued under the non-employee director
compensation plan is 2,000,000 shares, subject to adjustment in the event of
recapitalizations or changes in our common stock. All option grants will have
a per share exercise price equal to the fair market value of a share of our
common stock on the date of grant of the option.
The stock options under the non-employee director compensation plan will be
effected by way of individual option agreements with each recipient. An option
may be exercised in whole or in part from time to time and lapses on the tenth
anniversary from the date of its grant. In the event of a change in control of
the company, all unvested options then outstanding shall immediately become
vested. All options are non-transferable, but form part of the option holder's
estate in the event of death. In the event an option holder ceases to be
eligible to participate in the non-employee director compensation plan, all
unvested options shall immediately terminate. Such option holder will then
have a period of 12 months in which to exercise the vested portion of the
option, subject to a shorter or longer period in certain circumstances. Upon
the expiration of the exercise period, any options that remain unexercised
will lapse.
The non-employee director compensation plan is administered by our director
compensation committee, consisting of Messrs. Cotton and Jackson. The director
compensation committee may amend or terminate the non-employee director
compensation plan at any time and in any matter, subject to the rights of
recipients of awards under the plan and required board or stockholder
approvals. Unless terminated earlier by the director compensation committee or
the board of directors, the plan will terminate in November 2009 or upon a
change of control of the company.
As of July 21, 2000 there were options outstanding to purchase 640,000
shares of our common stock issued to our non-employee directors. The
outstanding options are exercisable at a price per share of $7.00. On
April 13, 2000, we filed a registration statement on Form S-8 with respect to
the shares or our common stock issuable under the 1999 non-employee director
compensation plan. As a result, shares of common stock issued under such plan
after the date the registration statement was filed will be freely tradable,
except for shares held by our affiliates.
4
<PAGE>
Executive Compensation
Summary of Compensation
The following table sets forth the approximate cash compensation (including
cash bonuses) paid or awarded by us for the fiscal year ended April 2, 2000 to
our Chief Executive Officer and the other four most highly compensated
executive officers who were serving as executive officers as of April 2, 2000
(the "Named Executive Officers").
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
------------------------ -----------------------
Securities
Fiscal Underlying All Other
Name And Principal Position Year Salary Bonus Options Compensation
--------------------------- ------ -------- -------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Charles Cotton................ 2000 $247,967 $107,497 277,014 $11,431(1)
Chief Executive Officer and
Director 1999 224,940 60,000 216,416 24,000
Michael Gulett(2)............. 2000 234,900 86,458 217,014 2,000(3)
President and Chief Operating
Officer 1999 82,372 54,167 477,610 1,827
Andrew Vought................. 2000 192,415 92,500 199,400 2,000(4)
Senior Vice President,
Finance, 1999 184,875 40,000 111,938 1,230
Chief Financial Officer and
Secretary
Thomas Cooper................. 2000 169,776 38,125 79,700 2,000(5)
Senior Vice President
Corporate Development 1999 153,606 30,250 164,176 1,273
Duncan Greatwood.............. 2000 139,800 11,475 112,088 6,689(6)
Vice President, Marketing 1999 123,971 21,675 13,432 5,087
</TABLE>
--------
(1) Represents an accrued pension contribution paid by us for the benefit of
Mr. Cotton under our pension arrangement.
(2) Mr. Gulett was hired in November 1998 and, therefore, the amounts for
fiscal year 1999 are for less than a full year.
(3) Represents a matching contribution paid by us for the benefit of Mr. Gulett
under our 401(k) plan.
(4) Represents a matching contribution paid by us for the benefit of Mr. Vought
under our 401(k) plan.
(5) Represents a matching contribution paid by us for the benefit of Mr. Cooper
under our 401(k) plan.
(6) Represents an accrued pension contribution paid by us for the benefit of
Mr. Greatwood under our pension arrangement.
5
<PAGE>
Option Grants in Fiscal Year Ended April 2, 2000
<TABLE>
<CAPTION>
Individual Grants
--------------------------------------------------
Potential Realizable Value
Number of Percent of at Assumed Annual Rates
Shares Total Options of Stock Price Appreciation
Underlying Granted to Exercise or For Option Term(3)
Options Employees in Base Price Expiration ---------------------------
Name Granted Fiscal Year(1) Per Share(2) Date 5% 10%
---- ---------- -------------- ------------- ---------- ---------------------------
<S> <C> <C> <C> <C> <C> <C>
Charles Cotton.......... 197,014 4.2% $ 4.36 6/15/2006 $ 349.291 $ 813,995
80,000 1.7% 18.00 12/7/2006 586,225 1,366,153
Michael Gulett.......... 197,014 4.2% 4.36 6/15/2006 349,291 813,995
20,000 0.4% 18.00 12/7/2006 146,556 341,538
Andrew Vought........... 119,400 2.5% 4.36 6/15/2006 211,687 493,321
80,000 1.7% 18.00 12/7/2006 586,225 1,366,153
Thomas Cooper........... 59,700 1.3% 4.36 6/15/2006 105,843 246,660
20,000 0.4% 18.00 12/7/2006 146,556 341,538
Duncan Greatwood........ 7,462 0.2% 2.35 4/20/2006 7,124 16,601
74,626 1.6% 4.36 6/15/2006 132,306 308,329
30,000 0.6% 14.47 12/7/2006 176,710 411,810
</TABLE>
--------
(1) Based on options to purchase a total of 4,701,738 shares of our common
stock granted during the fiscal year ended April 2, 2000.
(2) The exercise price was equal to the fair market value of our common stock
on the date of grant, as determined by our board of directors through
November 16, 1999, or as reported on the Nasdaq Stock Market after
November 16, 1999.
(3) The potential realizable value is calculated based on the seven year term
of the options at the time of grant. Stock price appreciation of 5% and
10% is assumed pursuant to the rules promulgated by the Securities and
Exchange Commission and does not represent our prediction of our stock
price performance. The potential realizable value at 5% and 10%
appreciation is calculated by assuming that the exercise price in the date
of grant appreciates at the indicated rate for the entire term of the
option and that the option is exercised at the exercise price and sold on
the last day of its term at the appreciated price.
Aggregated Option Exercises in the Last Fiscal Year and Fiscal Year End Option
Values
The table below sets forth information with respect to the ownership and
value of options held by the Named Executive Officers identified in the
summary compensation table as of April 2, 2000. We have no outstanding stock
appreciation rights.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Shares Options at Fiscal Year End at Fiscal Year End(2)
Acquired on Value ------------------------------ -------------------------
Name Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ----------- ----------- -------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Charles Cotton.......... 20,000 $1,558,190 361,371 492,651 $17,619,309 $21,957,647
Michael Gulett.......... 40,000 3,000,000 119,205 535,419 5,673,216 24,772,878
Andrew Vought........... 227,594 533,885 31,637 313,293 1,538,151 13,504,706
Thomas Cooper........... 10,000 641,763 179,612 188,588 8,728,779 8,578,306
Duncan Greatwood........ 6,000 458,175 13,373 130,027 647,095 5,691,504
</TABLE>
--------
(1) The "value realized" upon the exercise of stock options was determined by
the difference between the exercise price and the fair market value of the
common stock on the date of exercise.
(2) Based on a fair market value of our common stock as of April 2, 2000 equal
to $49.94 per share, less the exercise price payable for such shares.
6
<PAGE>
Employment Agreements
Charles Cotton. Under the terms of his employment agreement dated September
17, 1997, as amended on May 1, 1999, Mr. Cotton receives an annual base salary
of (Pounds)155,875, with an additional bonus of $120,000 upon successful
achievement of specific objectives. Mr. Cotton is entitled to participate in
our stock incentive plans. As of April 2, 2000, Mr. Cotton had received
options to purchase an aggregate of 874,022 shares of our common stock at a
weighted average exercise price of $3.54 per share. In general, these options
vest equally over four years. Mr. Cotton is also entitled to a bonus of up to
$500,000 in the event we are sold during the term of his employment. We may
terminate Mr. Cotton's employment for cause at any time, or without cause upon
18 months written notice from the termination date. Mr. Cotton may voluntarily
resign upon six months written notice of his intention to leave. In the event
that Mr. Cotton is terminated without cause or following a change in our
control, Mr. Cotton will be entitled to salary continuation and vesting of his
share options for the 18 month period following termination.
Michael Gulett. Under the terms of his employment agreement dated October
14, 1998, Mr. Gulett receives an annual base salary of $233,281, with an
additional bonus of $100,000 upon successful achievement of specific
objectives. Mr. Gulett is entitled to participate in our stock incentive
plans. As of April 2, 2000, Mr. Gulett had received options to purchase an
aggregate of 694,624 shares of our common stock at a weighted average exercise
price of $3.37 per share. These options vest equally over four years. The
employment agreement may be terminated by Mr. Gulett or us at any time, with
or without cause. In the event that Mr. Gulett is terminated without cause or
following a change in our control, Mr. Gulett will be entitled to salary
continuation and vesting of his share options for the 12 month period
following termination.
Andrew Vought. Under the terms of his employment agreement dated May 10,
1996, as amended May 1, 1999, Mr. Vought receives an annual base salary of
$191,888 with an additional bonus of $75,000 upon successful achievement of
specific objectives. Mr. Vought is entitled to participate in our stock
incentive plans. As of April 2, 2000, Mr. Vought had received options to
purchase an aggregate of 572,524 shares of our common stock at a weighted
average exercise price of $4.20 per share. In general, these options vest
equally over four years. Mr. Vought is also entitled to a bonus of up to
$500,000 in the event we are sold during the term of his employment. We may
terminate Mr. Vought's employment for cause at any time, or without cause upon
18 months written notice from the termination date. Mr. Vought may voluntarily
resign upon six months written notice of his intention to leave. In the event
that Mr. Vought is terminated without cause or following a change in our
control, Mr. Vought will be entitled to salary continuation and vesting of his
share options for the 18 month period following termination.
Thomas Cooper. Under the terms of his employment agreement dated December
16, 1994, Mr. Cooper receives an annual base salary of $169,310, with an
additional bonus of $30,000 upon successful achievement of specific
objectives. Mr. Cooper is entitled to participate in our stock incentive
plans. As of April 2, 2000, Mr. Cooper had received options to purchase an
aggregate of 378,200 shares of our common stock at a weighted average exercise
price of $2.86 per share. These options vest equally over four years. The
employment agreement may be terminated by Mr. Cooper or us at any time, with
or without cause. In the event that Mr. Cooper is terminated without cause or
following a change in our control, Mr. Cooper will be entitled to salary
continuation and vesting of his share options for the 12 month period
following termination.
Duncan Greatwood. Under the terms of his employment agreement dated
December 10, 1998, Mr. Greatwood receives an annual base salary of
(Pounds)90,100. Mr. Greatwood is entitled to participate in our stock
incentive plans. As of April 2, 2000, Mr. Greatwood had received options to
purchase an aggregate of 149,400 shares of our common stock at a weighted
average exercise price of $5.54 per share. In general, these options vest
equally over four years. We may terminate Mr. Greatwood's employment for cause
at any time, or without cause upon one month written notice from the
termination date. Mr. Greatwood may voluntarily resign upon one month written
notice of his intention to leave.
7
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of our outstanding shares of common stock as of July 21, 2000 held
by:
. each person or group known to us to be the beneficial owner of more than
5% of our outstanding common stock;
. each of our Named Executive Officers;
. each of our directors;
. all of our directors and executive officers as a group; and
. all other selling stockholders.
Unless otherwise indicated, and subject to community property laws where
applicable, to our knowledge each of the persons named in the table have sole
voting and investment power with respect to all of the shares of common stock
shown held by them.
In calculating beneficial and percentage ownership, all shares of common
stock that a named stockholder or specified group will have the right to
acquire within 60 days of July 21, 2000 upon exercise of stock options are
deemed to be outstanding for the purpose of computing the ownership of such
stockholder, but are not deemed to be outstanding for the purpose of computing
the percentage of common stock owned by any other stockholder. As of July 21,
2000, an aggregate of 56,173,438 shares of common stock were outstanding. The
calculation of the number and percent of shares beneficially owned after this
offering assumes that no shares are purchased in this offering by the persons
or group listed below and no exercise by the underwriters of their over-
allotment option. Unless otherwise indicated, the address for each person
listed is: 2933 Bunker Hill Lane, Suite 201, Santa Clara, California 95054.
<TABLE>
<CAPTION>
Shares
Beneficially Owned
------------------
Beneficial Owner Number Percent
---------------- ---------- -------
<S> <C> <C>
Olivetti International S.A. .............................. 3,335,878 5.9
14, rue Aldringen, L2951 Luxembourg
AZEO (formerly Financiere et Industrielle Gaz et Eaux).... 3,130,188 5.6
3, rue Jacques Bingen, 75017 Paris, France
Charles Cotton(1)......................................... 415,861 *
Michael Gulett(2)......................................... 212,821 *
Andrew Vought(3).......................................... 298,716 *
Martin Jackson(4)......................................... 138,586 *
Thomas Cooper(5).......................................... 197,250 *
Duncan Greatwood(6)....................................... 39,317 *
Dr. Hermann Hauser(7)..................................... 503,857 *
Marco De Benedetti(8)..................................... 3,352,545 6.0
Gary Bloom(9)............................................. 1,091,921 1.9
Bandel Carano(10)......................................... 1,870,985 3.3
Prof. Andrew Hopper(11)................................... 463,189 *
Peter Morris.............................................. 50,212 *
Patrick Sayer(12)......................................... 3,146,855 5.6
Giuseppe Zocco(13)........................................ 279,108 *
Executive officers and directors as a group (14
persons)(14)............................................. 12,062,535 21.5
</TABLE>
--------
* Less than 1% of the outstanding common stock.
(1) Represents options to purchase 415,861 shares of common stock exercisable
within 60 days of July 21, 2000.
(2) Includes options to purchase 212,821 shares of common stock exercisable
within 60 days of July 21, 2000.
8
<PAGE>
(3) Includes options to purchase 75,122 shares of common stock exercisable
within 60 days of July 21, 2000.
(4) Represents options to purchase 138,586 shares of common stock exercisable
within 60 days of July 21, 2000.
(5) Includes options to purchase 197,250 shares of common stock exercisable
within 60 days of July 21, 2000.
(6) Represents options to purchase 39,317 shares of common stock exercisable
within 60 days of July 21, 2000.
(7) Represents 487,190 shares of our common stock owned by Providence
Investment Company Limited, which is wholly owned by the Providence
Trust, of which Mr. Hauser may be a beneficiary, and an option to
purchase 16,667 shares of common stock exercisable within 60 days of July
21, 2000.
(8) Represents 3,335,878 shares held by Olivetti International S.A. and an
option to purchase 16,667 shares of common stock exercisable within 60
days of July 21, 2000. Mr. De Benedetti disclaims all beneficial
ownership of the Olivetti shares.
(9) Represents 1,075,254 shares held by Oracle Corporation, of which Mr.
Bloom is an Executive Vice President, and an option to purchase 16,667
shares of common stock exercisable within 60 days of July 21, 2000. Mr.
Bloom disclaims all beneficial ownership of the Oracle shares.
(10) Represents 1,854,318 shares of our common stock beneficially owned by Oak
Investment Partners and Oak VI Affiliates Fund. L.P., of which Mr. Carano
is the General Partner, and an option to purchase 16,667 shares of common
stock exercisable within 60 days of July 21, 2000. Mr. Carano disclaims
all beneficial ownership of the Oak Investment Partners and Oak VI
Affiliates Fund shares.
(11) Includes an option to purchase 16,667 shares of common stock exercisable
within 60 days of July 21, 2000.
(12) Represents 3,130,188 shares of our common stock beneficially owned by
Financiere et Industrielle Gaz et Eaux, of which Mr. Sayer is a director,
and an option of purchase 16,667 shares of common stock exercisable
within 60 days of July 21, 2000. Mr. Sayer disclaims all beneficial
ownership of the Financiere et Industrielle Gaz et Eaux shares.
(13) Includes an option to purchase 16,667 shares of common stock exercisable
within 60 days of July 21, 2000 and 134,355 shares of our common stock
beneficially owned by Index Securities S.A. and its affiliates, with
which Mr. Zocco is affiliated. Mr. Zocco disclaims all beneficial
ownership of the Index shares.
(14) Includes options held by our executive officers and directors to purchase
aggregate of 1,210,485 shares of our common stock exercisable within 60
days of July 21, 2000.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following is a description of transactions during our last fiscal year
to which we have been a party, in which the amount involved in the transaction
exceeds $60,000 and in which any director, executive officer or holder of more
than 5% of our capital stock had or will have a direct or indirect material
interest other than compensation arrangements that have been disclosed under
Item 11.--"Director and Executive Compensation--Executive Compensation."
Issuances of Securities
During the past fiscal year, we have issued shares of our stock as follows
(the following information gives effect to the reorganization in November 1999
and the two-for-one stock split of our common stock in May 2000):
. in October 1999, we issued 688,863 shares of our common stock to
Olivetti Telemedia Investments B.V. and 1,148,103 shares to two other
investors in a private placement at a purchase price of $4.36 per share;
and
. in February 2000, we issued 3,098,824 shares of our common stock to
David Wong and 1,298,002 shares to the other former shareholders of D2
Technologies in connection with our acquisition of D2 Technologies.
9
<PAGE>
Other Transactions
Adaptive Broadband Limited. We entered into a technology license,
manufacturing license and supply agreement in March 1998, as amended in May
1999, with Adaptive Broadband Limited, or ABL, a wholly owned subsidiary of
Adaptive Broadband Corporation, formerly California Microwave. Under the
agreement, ABL has licensed our software and is able to design, manufacture
and sell products incorporating integrated circuits purchased from us.
Professor Hopper is a director of ABL. For the fiscal year ended April 2,
2000, we had received approximately $1.2 million in license fees and product
purchases from ABL and there was an outstanding balance owed to us of $17,600.
Advanced RISC Machines. We entered into a consulting arrangement in
November 1997 with Advanced RISC Machines Ltd., or ARM, a United Kingdom
corporation. Under the agreement Advanced RISC Machines provided us with
services relating to the development of the Lithium integrated circuit. We
entered into a per semiconductor design license agreement in June 1999, under
which we are able to design, have manufactured and sell integrated circuits
incorporating the ARM RISC microprocessor core. Among other provisions, such
license requires ARM to indemnify us, up to a specific dollar amount, in the
event of intellectual property infringement claims by third parties. We also
entered into a limited use software agreement in June 1999, which provides us
with a six month evaluation license for certain software. Acorn Computer Group
plc, of which Dr. Hauser, Professor Hopper and Mr. De Benedetti were
directors, owned approximately 40% of Advanced RISC Machines Ltd. at the time
the foregoing agreements were entered into. During the fiscal year ended
April 2, 2000, we paid approximately $575,000 in fees to ARM under these
agreements.
Santa Barbara Connected Systems Corporation. D2 Technologies, which we
acquired in February 2000, is a party to a Software Assignment, License and
Maintenance Agreement with Santa Barbara Connected Systems Corporation, under
which D2 Technologies will provide Santa Barbara Connected Systems with a
license to certain software and technical assistance. The revenue under the
agreement is expected to be approximately $50,000. In addition, for the fiscal
year ended April 2, 2000, D2 Technologies had sales to Santa Barbara Connected
Systems of approximately $131,000, of which all was written of by D2
Technologies or exchanged for equity. D2 Technologies owns approximately 4%
and David Wong owns approximately 15% of Santa Barbara Connected Systems. In
addition, Mr. Wong is a director of Santa Barbara Connected Systems.
Limitation of Liability and Indemnification Matters
Our Certificate of Incorporation limits the liability of directors to the
maximum extent permitted by Delaware law. Our bylaws provide that we shall
indemnify each of our directors and officers against expenses (including
attorney's fees), judgments, fines, settlements, and other amounts actually
and reasonably incurred in connection with any proceeding, arising by reason
of the fact that such person is or was one of our directors or officers or
serving as director or officer of another corporation, partnership, joint
venture, trust, or other enterprise at our request. We have also entered into
agreements to indemnify directors and our Named Executive Officers and
obtained director and officer liability insurance.
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Virata Corporation has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
VIRATA CORPORATION
/s/ Charles Cotton
By: _________________________________
Charles Cotton
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant
and in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Charles Cotton Chief Executive Officer and July 28, 2000
____________________________________ Director (Principal
Charles Cotton Executive Officer)
* Senior Vice President, Chief July 28, 2000
____________________________________ Financial Officer and
Andrew Vought Secretary (Principal
Financial Officer and
Principal Accounting
Officer)
* Chairman of the Board July 28, 2000
____________________________________
Dr. Hermann Hauser
* Director July 28, 2000
____________________________________
Marco De Benedetti
* Director July 28, 2000
____________________________________
Gary Bloom
* Director July 28, 2000
____________________________________
Bandel Carano
* Director July 28, 2000
____________________________________
</TABLE> Andrew Hopper
11
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Director July 28, 2000
____________________________________
Martin Jackson
* Director July 28, 2000
____________________________________
Peter Morris
* Director July 28, 2000
____________________________________
Patrick Sayer
* Director July 28, 2000
____________________________________
Giuseppe Zocco
</TABLE>
/s/ Charles Cotton
*By: ________________________________
Charles Cotton
Attorney-in-Fact
12
