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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
Amendment No. 1
to
(Mark one)
[ X ] Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934 (Fee Required)
For the fiscal year ended September 30, 1994
OR
[ ] Transition Report Pursuant to Section 13 or 15d of
The Securities Exchange Act of 1934 (No Fee Required)
For the transition period from ___________ to ____________
Commission File Number 0-9505
TRIAD SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-2160013
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
3055 Triad Drive
Livermore, California 94550
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (510) 449-0606
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
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None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001
(Title of Class)
Common Stock Purchase Rights
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
the filing requirements for the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained,
to the best of registrant's knowledge, in definitive proxy or information
statements, incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates
of the Registrant was approximately $61,350,000 based on the closing sales
price of the Company's common stock, as reported on NASDAQ on
November 30, 1994. Shares of Common Stock held by each officer and director
and by each person who owns 5% or more of the outstanding Common Stock have
been excluded in that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive
determination for other purposes.
The number of outstanding shares of the Registrant's Common Stock
as of November 30, 1994 was 13,843,103.
This amendment, including all exhibits and attachments, contains
6 pages. The Exhibit Index is located on pages 4-5.
Form 10K/A
Amendment No. 1
The undersigned registrant hereby amends Part IV, Item 14, EXHIBITS,
FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K, by filing herewith
Exhibit 27, 1994 Year End Financial Data Schedule and by adding such Exhibit
27 to the Exhibit Index.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to be
signed on its behalf by the undersigned, thereunto duly authorized.
TRIAD SYSTEMS CORPORATION
February 8, 1995 By: /s/ STANLEY F. MARQUIS
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Date Stanley F. Marquis
Vice President, Finance
(Principal Financial Officer)
EXHIBIT INDEX FOR THE FISCAL YEAR
ENDED SEPTEMBER 30, 1994
Exhibit Sequentially
Number Numbered Page
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3.1 Restated Certificate of Incorporation.
3.2 Triad Systems Corporation, a Delaware
corporation, amended and restated Bylaws
incorporated by reference from Exhibit 3.4 to
the Company's Registration Statement on
Form S-4 (33-53038) (the "Form S-4").
4.1 Senior Floating Rate Note Indenture dated as of
August 1, 1992, between the Company and Security
Pacific National Trust Company (New York), as
Trustee, including form of Fixed Rate Notes,
incorporated by reference from Exhibit 4.1 to
the Company's Current Report on Form 8-K filed
August 17, 1992.
4.2 Amended and Restated Rights Agreement dated as
of December 6, 1993, between the Company and
Chemical Bank of California, as Rights Agent
(including as exhibits the form of Rights
Certificate and the form of Summary of Rights to
Purchase Common Stock).
4.4 Purchase Agreement dated July 2, 1992, between
the Company and purchasers of 12.25% Senior
Notes due 1999, as amended by the Amendment and
Consent to Documents dated as of August 3, 1992,
incorporated by reference from Exhibit 10.1 to
the Company's Current Report on Form 8-K filed
August 17, 1992.
4.5 Purchase Agreement dated July 2, 1992, between
the Company and purchasers of Floating Rate
Senior Notes due 1997, incorporated by reference
from Exhibit 10.2 to the Company's Current Report
on Form 8-K filed August 17, 1992.
* 10.1 Triad Systems Corporation Amended and Restated
1982 Stock Option Plan as amended on October 22,
1993, incorporated by reference from Exhibit 10.1
to the Company's Annual Report on Form 10-K for
the fiscal year ended September 30, 1993.
10.2 Form of Indemnification Agreement, incorporated
by reference from Exhibit 10.4 to the Company's
Registration Statement on Form S-2
(File No. 33-2966) filed July 3, 1989 (the
"1989 Form-2 Registration Statement").
* 10.3 Nonqualified Stock Option Agreement between the
Company and James R. Porter dated January 13,
1987, incorporated by reference from
Exhibit 10.5 to the 1987 Form S-2 Registration
Statement, (File No. 33-13599) (the "1987
Company's Form S-2 Registration Statement").
10.4 Development Agreement between the Company and
the City of Livermore dated December 2, 1985,
incorporated by reference from Exhibit 10.5 to
the 1987 Form S-2 Registration Statement.
10.5 Subdivision Improvement Agreement between the
Company and the City of Livermore dated
December 2, 1985, incorporated by reference
from Exhibit 10.7 to the 1987 Form S-2
Registration Statement.
10.6 Mortgage between Variable Annuity Life
Insurance Company and 3055 Triad Drive dated
August 23, 1988, incorporated by reference from
Exhibit 10.6 to the Company's Annual Report on
Form 10-K for the fiscal year ended
September 30, 1988 (the "1988 Form 10-K").
* 10.7 Nonqualified Stock Option Agreement between
the Company and James R. Porter dated as of
February 17, 1987, incorporated by reference
from Exhibit 10.7 of the 1988 Form 10-K.
* 10.8 Nonqualified Stock Option Agreement between
the Company and James R. Porter dated
November 12, 1988, incorporated by reference
from Exhibit 10.8 of the 1988 Form 10-K.
* 10.9 Triad Systems Corporation 1990 Stock Option
Plan as amended on October 22, 1993,
incorporated by reference from Exhibit 10.9 to
the Company's Annual Report on Form 10-K for
the fiscal year ended September 30, 1993.
* 10.10 Triad Systems Corporation Amended and
Restated Outside Directors Stock Option Plan,
incorporated by reference from Exhibit 10.10
to the Company's Annual Report on Form 10-K
for the fiscal year ended September 10, 1991.
10.11 Revolving Credit Loan Agreement dated as
of June 30, 1992, as amended, between the
Company and Plaza Bank of Commerce,
incorporated by reference from Exhibit 10.3
to the Company's Current Report on Form 8-K
filed August 17, 1992.
10.12 Unit Purchase Agreement dated as of
July 2, 1992, between the Company,
Richard C. Blum & Associates, Inc. and
certain purchasers, together with the First
Amendment to Unit Purchase Agreement dated
as of August 3, 1992, and the form of
irrevocable Proxy, incorporated by reference
from Exhibit 10.4 to the Company's Current
Report on Form 8-K filed August 17, 1992.
10.13 Unit Certificate evidencing Units to purchase
Preferred Stock and Warrants, together with
Form of Warrant Certificate, attached as
Exhibit A thereto, incorporated by reference
from Exhibit 3.2 to the Company's Current
Report on Form 8-K filed August 17, 1992.
10.14 Registration Rights Agreement between the
Company and certain purchasers under the
Unit Purchase Agreement dated as of
August 3, 1992, incorporated by reference
from Exhibit 10.5 to the Company's
Current Report on Form 8-K filed
August 17, 1992.
10.15 Grant Agreement between the Industrial
Development Authority and Triad Systems
Ireland Limited, Triad Systems Corporation
and Tridex Systems Limited and related
agreements, incorporated by reference from
Exhibit 10.15 to the 1992 Form S-4
Registration Statement.
10.16 Cancellation of Development Agreement between
the Company and the City of Livermore dated
July 15, 1993, incorporated by reference from
Exhibit 10.16 to the Company's Annual Report
on Form 10-K for the fiscal year ended
September 30, 1993.
10.17 Amended and Restated Subdivision Improvement
Agreement between the Company and the City of
Livermore dated May 12, 1993, incorporated by
reference from Exhibit 10.17 to the Company's
Annual Report on Form 10-K for the fiscal
year ended September 30, 1993.
* 10.18 Supplemental Deferred Compensation Plan
between the Company and a select group of
Triad Key Employees and their beneficiaries
dated April 1, 1994.
* 10.19 Amendment to Amended and Restated 1982 Stock
Option Plan dated April 25, 1995.
11.1 Computation of Earnings per share. 23
12.1 Statement regarding computation of ratio of
earnings to fixed charges, incorporated by
reference from Exhibit 12.1 to the 1992 Form
S-4 Registration Statement.
13.1 1994 Annual Report to Stockholders. 28-55
21.1 Subsidiaries. 24
23.1 Consent of Independent Accountants. 25
27 Financial Data Schedule 6
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* Compensatory or employment agreement.
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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[DESCRIPTION] ART. 5 FDS FOR 10-K
<ARTICLE> 5
<LEGEND> This schedule contains summary financial information extracted
from the Consolidated Balance Sheets at September 30, 1994 and
the Consolidated Statement of Income and Statement of Cash Flow
for the twelve months ended September 30, 1994, and is qualified
in its entirety by reference to such financial statements.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-94
<PERIOD-END> SEP-30-94
<CASH> 7,963
<SECURITIES> 0
<RECEIVABLES> 15,256
<ALLOWANCES> 1,166
<INVENTORY> 6,113
<CURRENT-ASSETS> 38,386
<PP&E> 54,519
<DEPRECIATION> 27,486
<TOTAL-ASSETS> 136,363
<CURRENT-LIABILITIES> 38,302
<BONDS> 56,633
<COMMON> 14
0
10
<OTHER-SE> 12,117
<TOTAL-LIABILITY-AND-EQUITY> 136,363
<SALES> 72,910
<TOTAL-REVENUES> 167,278
<CGS> 34,407
<TOTAL-COSTS> 84,766
<OTHER-EXPENSES> 584
<LOSS-PROVISION> 8,264
<INTEREST-EXPENSE> 7,459
<INCOME-PRETAX> 11,902
<INCOME-TAX> 4,523
<INCOME-CONTINUING> 7,379
<DISCONTINUED> 0
<EXTRAORDINARY> 143
<CHANGES> 0
<NET-INCOME> 7,236
<EPS-PRIMARY> 0.42
<EPS-DILUTED> 0.42
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