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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
X Annual report pursuant to Section 13 or 15(d) of the Securities
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Exchange Act of 1934
For the fiscal year ended March 31, 2000
Transition report under Section 13 or 15(d) of the Securities Exchange
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Act of 1934
For the transition period from ________________ to ________________
Commission File No. 0-13836
SILICON VALLEY RESEARCH, INC.
(Exact name of Small Business Issuer as specified in its charter)
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<S> <C>
California 94-2743735
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
6360 San Ignacio Avenue
San Jose, CA 95119-1231
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (408) 361-0333
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act: Common Stock, no par value
(Title of Class)
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Indicate by check mark whether the issuer: (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. YES X NO___
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Indicate by check mark if disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
KSB/A or any amendment to this Form 10-KSB/A. [_]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant, based upon the average of bid and asked prices of the Registrant's
common stock on June 20, 2000 in the over-the-counter market, was approximately
$6,200,000. Shares of voting stock held by each officer and director and by each
person who on that date owned 5% or more of the outstanding voting 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.
As of June 20, 2000, Issuer had 35,565,552 shares of common stock outstanding.
Transitional Small Business Disclosure Format: _____yes X no
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The Registrant hereby amends the cover page of the Form 10KSB for the fiscal
year ended March 31, 2000 to change the aggregate market value of the voting
stock held by non-affiliates from $3,200,000 to $6,200,000 and to change the
number of outstanding shares from 35,566,396 to 35,565,552. Such amendments have
been reflected on the cover page to this amendment.
The Registrant hereby amends Part III to the Form 10KSB for the fiscal year
ended March 31, 2000 to read in full as set forth below.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance Section 16(a) of the Exchange Act
The following sets forth certain information regarding the executive officers
and directors of the Registrant:
Executive officers serve at the discretion of the Board of Directors of the
Registrant.
Robert R. Anderson (age 62) became Chairman of SVR in January 1994 and re-
assumed the position of Chief Executive Officer in December 1996 until August
1998. Prior to that, Mr. Anderson was Chief Executive Officer from April 1994
until July 1995 and was Chief Financial Officer from September 1994 to November
1995. Mr. Anderson co-founded KLA Instruments Corporation "KLA," a supplier of
equipment for semiconductor companies, in 1975. He served as Vice-Chairman of
the Board of KLA from November 1991 to March 1994 and served as Chairman of the
Board of KLA from May 1985 to November 1991. Prior to that, Mr. Anderson served
as Chief Operating Officer and Chief Financial Officer of KLA for nine years.
Mr. Anderson currently serves as a director of Applied Science & Technology
Inc., a supplier of systems components for the semiconductor industry, Metron
Technology N.V., a distributor of parts and equipment for the semiconductor
industry and Trikon Technologies, Inc., a manufacturer of semiconductor process
equipment.
James O. Benouis (age 32) became President and Chief Operating Officer of the
Company in March 1998 and was appointed Chief Executive Officer in August 1998.
Mr. Benouis came to the Company from Quality I.C. Corporation ("QIC"), an
integrated circuit design services company based in Austin, Texas, which was
acquired by the Company in March 1998, where he was President from 1995 to 1998.
While at QIC, his roles included project leadership for all IC design projects,
software enhancements and daily business operation management. He holds a degree
in Electrical Engineering from the University of Texas.
David G. Arscott (age 56) is General Partner and Co-Founder of Compass
Technology Partners which invests in public and private technology companies. He
began his career with Citicorp Venture Capital Limited and in 1973 opened its
West Coast office. In 1978, Mr. Arscott co-founded Arscott Norton & Associates
which formed three venture capital funds. He is a director and past Chairman of
Lam Research Corporation and a director of Cyberstate University. He has
formerly served as President and Director of the Western Association of Venture
Capitalists. Mr. Arscott earned his B.A. degree from the College of Wooster
(1966) and his MBA from the University of Michigan.
Section 16(a) of the Securities Exchange Act of 1934, as amended (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 beneficial owners are required
by SEC regulations to furnish the Company with copies of all reports they file
under Section 16(a).
To the Company's knowledge, based solely on its review of the copies of such
reports furnished to the Company and written representation that no other
reports were required, all Section 16(a) filing requirements applicable to its
officers, directors and greater than ten-percent beneficial owners were complied
with during the fiscal year ended March 31, 1999 with the exception of Form 4's
for February 2000 for Robert R. Anderson, James O. Benouis, David G. Arscott and
J.F. Shea Co., Inc. that were filed with the SEC one day past the due date.
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Item 10. Executive Compensation
The following table sets forth information concerning the compensation paid to
the persons who served as the Company's Chief Executive Officer during fiscal
2000 and the Company's three most highly compensated executive officers who were
serving as executive officers at the end of fiscal 2000 whose salary and bonus
for fiscal 2000 was at least $100,000 for all services in all capacities to the
Company during fiscal 2000, 1999 and 1998.
Summary Compensation Table
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Annual Long-Term
Compensation Compensation
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Other Annual All Other
Name and Fiscal Salary Bonus Compensation Options Compensation
Principal Position Year ($) ($) ($) (1) (#) ($) (2)
------------------ ------ ------ ------ ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
James O. Benouis 2000 182,292 0 -- 1,500,000 8,125
President and 1999 175,000 0 -- 0 7,800
Chief Executive Officer 1998 14,583 (3) 0 -- 350,000 650
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(1) Such Other Annual Compensation did not exceed the lesser of (i) $50,000 or
(ii) 10% of such executive officers' salary and bonus combined.
(2) All Other Compensation paid to the executive officers is comprised of
group-term life insurance premiums and auto allowances.
(3) Mr. Benouis became an employee of Silicon Valley Research, Inc. one month
prior to fiscal year end.
Option Grants in Fiscal 2000
Percent of
Options Total Options
Granted Granted to Exercise
(shares) Employees in Price Expiration
(#) Fiscal 2000 ($/Sh)(1) Date
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James O. Benouis 250,000 (2) 8% 0.1350 10/27/09
1,250,000 (3) 40% 0.1350 10/27/09
(1) All options have an exercise price equal to the fair market value of the
Company's Common Stock on the date of grant.
(2) Incentive Stock Option granted under the Company's 1988 Stock Option Plan.
Options become exercisable as the underlying shares vest. 31,250 shares
vest monthly for 8 months commencing one month from date of grant,
10/27/99. See also the Change-in-Control Arrangements as described below.
(3) Non-qualified Stock Option granted outside of the Company's 1988 Stock
Option Plan. Options become exercisable as the underlying shares vest.
31,250 shares vest monthly for 40 months commencing nine months from date
of grant, 10/27/99. See also the Change-in-Control Arrangements as
described below. The shares underlying this option are not registered.
However, the Company plans to file a Registration Statement on Form S-8 to
register the shares.
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Fiscal Year End Option Values (1)
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Number of Securities Value of Unexercised In-the-
Underlying Unexercised Money Options at
Options at Fiscal Year End(#) Fiscal Year End ($)(2)
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Name Exercisable Unexercisable Exercisable Unexercisable
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<S> <C> <C> <C> <C>
James O. Benouis 296,245 1,553,755 89,754 694,871
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(1) There were no exercises of options to purchase the Company's Common Stock
by the persons named in the Summary Compensation Table during fiscal 2000.
(2) Based on the difference between the exercise price and the fair market
value of the options on March 31, 2000. The fair market value is the
closing price of a share of SVR common stock, which was $0.64.
Directors received no fee for serving as directors in fiscal 2000. Each of the
Company's non-employee directors received options under the Company's 1990
Directors' Stock Option Plan (the "Directors' Plan"). Under the Directors' Plan,
non-employee directors are granted an annual option to purchase 9,000 shares of
the Company's Common Stock. They are also granted an option to purchase 45,000
shares of the Company's Common Stock upon appointment to the Board of Directors.
The options typically vest over four years, with 25% vesting one year from date
of grant and the remaining vesting monthly at a rate of 1/48 thereafter.
Under the Company's 1988 Stock Option Plan, in the event of a dissolution or
liquidation of the Company, a merger in which the Company is not the surviving
corporation, a transaction or series of transactions in which 50% or more of the
then outstanding voting stock is sold or otherwise transferred to a single
transferee or group of related transferees, or the sale of all or substantially
all of the assets of the Company, any or all outstanding options may be assumed
or replaced by the successor corporation, which assumption or replacement shall
be binding on all optionees. In the alternative, the successor corporation may
substitute equivalent options or provide substantially similar consideration to
optionees as was provided to shareholders (after taking into account the
existing provisions of the options). The successor corporation may also issue,
in place of outstanding shares of the Company held by the optionee,
substantially similar shares or other property subject to repurchase
restrictions no less favorable to the optionee.
Under the Company's Directors' Plan, in the event of a Transfer of Control (as
defined in the Directors' Plan) of the Company, any unexercisable or unvested
portion of outstanding options will be immediately exercisable and vested in
full as of the date 10 days prior to the date of the Transfer of Control. In
addition, the Board of Directors of the Company, in its sole discretion, may
arrange for the acquiring corporation to either assume the Company's rights and
obligations under outstanding options or substitute substantially equivalent
options for the acquiring corporation's stock for outstanding options. Any
options which are neither assumed or substituted by the acquiring corporation in
connection with the Transfer of Control nor exercised as of the date of the
Transfer of Control will terminate and cease to be outstanding as of the date of
the Transfer of Control.
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Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information as of June 20, 2000, with
respect to the beneficial ownership of the Company's Common Stock by (i) all
persons known by the Company to be the beneficial owners of more than 5% of the
outstanding Common Stock of the Company, (ii) each director of the Company,
(iii) the persons named in the Summary Compensation Table below and (iv) all
executive officers and directors of the Company as a group.
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Name and Address of Beneficial Amount and Nature of Percent
Owner or Identity of Group Beneficial Ownership(1) of Class(2)
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<S> <C> <C>
J.F. Shea Co., Inc. (3),........................ 7,866,890 21.1
655 Brea Canyon Road
Walnut, CA 91789
James O. Benouis (4),........................... 2,586,166 7.2
7608 Highway 71 West, Suites C & D
Austin, TX 78735
David G. Arscott (5),........................... 2,572,199 7.2
1550 El Camino Real, Suite 275
Menlo Park, CA 94025
Robert R. Anderson (6),......................... 1,316,574 3.6
6360 San Ignacio Avenue
San Jose, CA 95119
All executive officers and directors as a group (7)
(3 persons)..................................... 6,474,939 17.5
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(1) Unless otherwise indicated below, each person or entity named in the table
has sole voting and sole investment power with respect to all shares shown
as beneficially owned, subject to community property laws where applicable.
(2) Percentage of ownership is based on 35,565,552 shares of Common Stock
outstanding on June 20, 2000.
(3) Includes 1,711,093 shares subject to warrants exercisable within 60 days of
June 20, 2000 held by J.F. Shea Co., Inc. ("JFSCI"), 7,258 shares held by
Peter O. Shea, Vice President and Director of JFSCI, and 7,258 shares held
by John F. Shea, President and Director of JFSCI. Also includes 472,258
shares held by the E&M RP Trust (of which Mr. Edmund H. Shea, Jr., Vice
President and Director of JFSCI, is trustee).
(4) Includes 450,411 shares subject to options exercisable within 60 days of
June 20, 2000.
(5) Includes 756,046 shares and 122,796 shares subject to warrants exercisable
within 60 days of June 20, 2000 held by Compass Chicago Partners, L.P.,
82,590 shares and 19,066 shares subject to warrants exercisable within 60
days of June 20, 2000 held by Compass Management Partners, L.P. and
1,305,975 shares and 248,503 shares subject to warrants exercisable within
60 days of June 20, 2000 held by Compass Technology Partners, L.P. Mr.
Arscott is a General Partner of Compass Chicago Partners, L.P., Compass
Management Partners, L.P. and Compass Technology Partners, L.P. Mr. Arscott
disclaims beneficial ownership of the portion of the shares and warrants
that exceeds his proportionate interest in the limited partnerships. Also
includes 24,098 shares and 13,125 shares subject to options exercisable
within 60 days of June 20, 2000 held directly by Mr. Arscott.
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(6) Includes 70,000 shares held in trusts of which Mr. Anderson is trustee,
including 12,500 shares held by the Robert K. Anderson Trust, 12,500 shares
held by the Sharon Davidson Trust, 10,000 shares held by the Steven
Davidson Trust and 35,000 shares held by the Timothy R. Anderson Trust.
Also includes 415,914 shares subject to warrants exercisable within 60 days
of June 20, 2000 and 227,999 shares subject to options exercisable within
60 days of June 20, 2000 held directly by Mr. Anderson.
(7) Includes 691,535 shares subject to options exercisable within 60 days of
June 20, 2000 and 806,279 shares subject to warrants exercisable within 60
days of June 20, 2000.
Item 12. Certain Relationships and Related Transactions
On November 11, 1999, the Company entered into an agreement with The Shearwater
Group that provides that The Shearwater Group will be the exclusive worldwide
distributor for all of SVR products for a minimum term of one year. Such
contract exclusivity will automatically be extended upon the achievement of
certain sales goals for an additional one-year period. Otherwise, the Company
and The Shearwater Group would negotiate the terms of extension, including
exclusivity. David Knight, Chairman of the Board of The Shearwater Group, was a
director of the Company at the time the agreement was signed. Mr. Knight has
since resigned from the Board of Directors of SVR.
The Company undertook a subordinated debt financing comprised of promissory
notes ("Notes"), and warrants to purchase additional shares of Common Stock
("Warrants"). The Notes are three-year notes with an aggregate principal amount
of $1,000,000, including second closing Notes as described below. The Notes earn
simple interest at a rate of ten percent per year. The Company issued an
aggregate of 8,000,000 Warrants at $0.01 per Warrant, including second closing
Warrants as described below. Each Warrant will purchase one share of Common
Stock at the exercise price of $0.125 per share, and has an expiration date of
June 16, 2004.
This financing transaction is comprised of two closings. The first closing took
place on June 7, 1999. Five of the investors were 5% shareholders, officers or
directors at the time of the offering and participated in the offering, as
follows:
J.F. Shea Co., Inc., a 10% shareholder of the Company, purchased a
$250,000 Note and 2,000,000 Warrants.
Bay Area Micro-Cap Fund, L.P., a 10% shareholder of the Company,
purchased a $100,000 Note and 800,000 Warrants.
David G. Arscott, a director and 5% shareholder of the Company,
purchased a $50,000 Note and 400,000 Warrants for Compass Technology
Partners, L.P., and a $50,000 Note and 400,000 Warrants for Compass
Chicago Partners, L.P. Mr. Arscott is a General Partner of Compass
Technology Partners, L.P., and Compass Chicago Partners, L.P.
Roy L. Rogers, a 5% shareholder of the Company, purchased a $50,000
Note and 400,000 Warrants for the Rogers Family Trust.
Robert R. Anderson, an officer and director of the Company, purchased
a $50,000 Note and 400,000 Warrants.
The second closing was scheduled to close on July 15, 1999, but the closing was
postponed until the Company reached a Workout Agreement through the Credit
Managers Association. The Workout Agreement was reached and the closing occurred
on September 24, 1999 Six of the investors in this closing were 5% shareholders,
officers or directors at the time of the offering and participated in the
offering, as follows:
J.F. Shea Co., Inc., a 10% shareholder of the Company, purchased a
$80,000 Note and 640,000 Warrants.
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Bay Area Micro-Cap Fund, L.P., a 10% shareholder of the Company,
purchased a $60,000 Note and 480,000 Warrants.
David G. Arscott, a director and 5% shareholder of the Company,
purchased a $15,740.74 Note and 125,926 Warrants for Compass
Technology Partners, L.P., a $15,740.74 Note and 125,926 Warrants for
Compass Chicago Partners, L.P and a $5,925.92 Note and 47,408 Warrants
for Compass Management Partners, L.P. Mr. Arscott is a General Partner
of Compass Technology Partners, L.P., Compass Chicago Partners, L.P.
and Compass Management Partners, L.P.
Roy L. Rogers, a 5% shareholder of the Company, purchased a $25,000
Note and 200,000 Warrants for the Rogers Family Trust.
Robert R. Anderson, an officer and director of the Company, purchased
a $10,000 Note and 80,000 Warrants.
James O. Benouis, an officer and director of the Company, purchased a
$46,296.30 Note and 370,370 Warrants.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
SILICON VALLEY RESEARCH, INC.
(Registrant)
Officer
Date: July 30, 2000 By: /s/ James O. Benouis
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James O. Benouis, President, Chief Executive
Officer and Chief Accounting Officer
POWER OF ATTORNEY
Each of the officers and directors of Silicon Valley Research, Inc. whose
signature appears below hereby constitutes and appoints Robert R. Anderson and
James O. Benouis and each of them, their true and lawful attorneys and agents,
with full power of substitution, each with power to act alone, to sign and
execute on behalf of the undersigned any amendment or amendments to the annual
report on Form 10-KSB and to perform any acts necessary in order to file such
amendments, and each of the undersigned does hereby ratify and confirm all that
said attorneys and agents or their or his substitutes, shall do or cause to be
done by virtue hereof.
In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
NAME/TITLE DATE
/s/ Robert R. Anderson June 29, 2000
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Robert R. Anderson, Chairman of the Board
/s/ James O. Benouis June 29, 2000
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James O. Benouis, President, Chief Executive
Officer and Director (Principal Executive and
Financial Officer)
/s/ David G. Arscott June 29, 2000
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David G. Arscott, Director
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