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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 [FEE REQUIRED]
For the fiscal year ended September 30, 1994
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ________________ to __________________
Commission File Number 0-14686
PYRAMID TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 94-2781589
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3860 N. FIRST STREET, SAN JOSE, CALIFORNIA 95134
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 428-9000.
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.01 PAR VALUE
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent 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. /X/
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Based on the closing sale price of the Common Stock on the NASDAQ National
Market System on November 28, 1994, the aggregate market value of the voting
stock held by non-affiliates of the registrant was $125,327,943. Shares of
Common Stock held by each executive 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 shares outstanding of the registrant's Common Stock, $.01 par
value, was 15,583,965 on November 28, 1994.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Annual Report to Shareholders for the fiscal year ended September 30, 1994
- Items 3, 5, 6, 7, 8 and 14(a)(1).
(2) Proxy Statement for the registrant's Annual Meeting of Stockholders to be
held on January 26, 1995 - Items 10, 11, 12 and 13.
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PART IV
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) The following consolidated financial statements of Pyramid Technology
Corporation and the Report of Independent Auditors are incorporated
herein by reference to the registrant's Annual Report to Shareholders
for the fiscal year ended September 30, 1994.
<TABLE>
<CAPTION>
Page(s) in
Annual
Report
----------
<S> <C>
Consolidated Balance Sheet -
September 30, 1994 and 1993 23
Consolidated Statement of Operations -
Years ended September 30, 1994, 1993, and 1992 22
Consolidated Statement of Shareholders' Equity -
Years ended September 30, 1994, 1993, and 1992 24
Consolidated Statement of Cash Flows -
Years ended September 30, 1994, 1993, and 1992 25
Notes to Consolidated Financial Statements 26 - 34
Report of Independent Auditors 35
</TABLE>
(a)(2) The following financial statement schedules for the years ended
September 30, 1994, 1993, and 1992 are submitted herewith and should be
read in conjunction with the Consolidated Financial Statements:
<TABLE>
<CAPTION>
Page in
Form 10-K
---------
<S> <C> <C>
Schedule I - Summary of Short-Term Investments 20
Schedule II - Amounts Receivable from Directors,
Officers, and Employees 21
Schedule VIII - Valuation and Qualifying Accounts 22
Schedule X - Supplementary Income Statement Information 23
</TABLE>
All other schedules are omitted because they are not applicable or the
required information is shown in the consolidated financial statements
or notes thereto.
(a)(3) Exhibits included herein (numbered in accordance with Item 601 of
Regulation S-K):
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
3.1 Certificate of Incorporation, as amended (3)
</TABLE>
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<TABLE>
<S> <C>
3.2 Bylaws, as amended (3)
10.1 * Amended 1982 Incentive Stock Option Plan (4)
10.23 Agreement between the Company and Nixdorf Computer AG dated
May 3, 1985 (1)(2)
10.26 Lease Agreement for premises at 1295 Charleston Road, Mountain View,
California dated November 1, 1983 (1)
10.28 Software Agreement between the Company and American Telephone and
Telegraph Company dated January 1, 1982, as amended (1)
10.29 License Agreement between the Company and the Regents of the University
of California dated December 30, 1981 (1)
10.34* Employee Stock Purchase Plan (4)
10.35* 1986 Executive Officers' Nonstatutory Stock Option Plan (4)
10.40 Lease Agreement for premises at Solartron Road, Farnborough, Hampshire,
United Kingdom, dated November 27, 1989 (7)
10.41 Lease Agreement for premises at 3870 North First Street, San Jose,
California dated May 30, 1990 (5)
10.42 Lease Agreement for premises at 3850 North First Street, San Jose,
California dated May 30, 1990 (5)
10.43 Lease Agreement for premises at 3860 North First Street, San Jose,
California dated May 30, 1990 (5)
10.45* Directors' Option Plan, as amended (5)
10.46 Purchase Agreement between the Company and Olivetti Systems and
Networks s.r.l dated December 21, 1990 (6)
10.47 $20,000,000 Revolving Credit Agreement with The First National Bank of
Boston dated July 30, 1993 (8)
10.48 $10,500,000 Collateralized Loan Agreement (letter) with GE Capital dated
September 10, 1993 and Master Security Agreement dated October 6, 1993 (8)
10.49 First Amendment to the Revolving Credit Agreement with Limited Waivers
with the Bank of Boston dated May 31, 1994 (9)
10.50 Partnership Agreement with Fujitsu Data Centre Systems PTY Limited and
Fujitsu Australia Limited dated June 10, 1994 (9)
10.51 Common Stock and Warrant Purchase Agreement with Siemens Nixdorf
Information Systems, Inc. dated August 21, 1994
</TABLE>
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<TABLE>
<S> <C>
10.52 Software and Hardware License Agreement with Siemens Nixdorf
Informationssysteme AG dated August 25, 1994 (10)
10.53 $10,000,000 Revolving Credit Agreement (letter) with Comerica dated
October 20, 1994
11.1 Computation on Net Income per Common and Common Equivalent Share
13.1 Annual Report to Shareholders for the fiscal year ended September
30, 1994
21.1 Schedule of Subsidiaries
23.1 Consent of Independent Auditors
24.1 Power of Attorney (included on pages 18 and 19)
27.1 Financial Data Schedule
</TABLE>
- --------------------------------------------------------------------------------
(1) Incorporated by reference to identically numbered exhibits filed in
response to Item 16(a), "Exhibits," of the Registrant's Registration
Statement on Form S-1 and Amendment No. 1 and Amendment No. 2 thereto,
which became effective on December 4, 1985.
(2) Confidential treatment has previously been granted with respect to this
exhibit pursuant to an order dated December 4, 1985.
(3) Incorporated by reference to Exhibits B and C filed with the Registrant's
Proxy Statement dated May 14, 1987.
(4) Incorporated by reference from the Registrant's Proxy Statement dated
January 21, 1988.
(5) Incorporated by reference from the Registrant's Annual Report on Form 10-K
for the fiscal year ended September 30, 1990.
(6) Nonconfidential portions incorporated by reference from the Annual Report
on Form 10-K for the fiscal year ended September 30, 1991.
(7) Incorporated by reference from the Registrant's Annual Report on Form 10-K
for the fiscal year ended September 30, 1989.
(8) Incorporated by reference from the Registrant's Annual Report on Form 10-K
for the fiscal year ended September 30, 1993.
(9) Incorporated by reference from the Registrant's Quarterly Report on Form
10-Q for the quarter ended July 1, 1994.
(10) With this amended filing, the registrant has withdrawn the contract as it
was not material at the time the Form 10-K was submitted.
* Indicates management compensatory plan, contract, or arrangement.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended September 30, 1994.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
PYRAMID TECHNOLOGY CORPORATION
Registrant
By: /s/ Richard H. Lussier
-----------------------
Richard H. Lussier
Chairman and
Chief Executive Officer
February 22, 1995
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard H. Lussier and Allan D. Smirni, jointly
and severally, his attorneys-in-fact, each with the power of substitution, for
him in any and all capacities, to sign any amendments to this Report on Form
10-K and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Richard H. Lussier Chairman and
- ---------------------------------- Chief Executive Officer December 22, 1994
Richard H. Lussier (Principal Executive Officer)
/s/ John S. Chen President and
- ---------------------------------- Chief Operating Officer December 22, 1994
John S. Chen
/s/ Kent L. Robertson Senior Vice President,
- ---------------------------------- Chief Financial Officer December 22, 1994
Kent L. Robertson and Secretary
(Principal Financial Officer)
/s/ James J. Nelson Vice President,
- ---------------------------------- Corporate Controller December 22, 1994
James J. Nelson (Principal Accounting Officer)
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Dr. Rudolf Bodo
- ---------------------------------- Director December 22, 1994
Dr. Rudolf Bodo
/s/ Paul J. Chiapparone
- ---------------------------------- Director December 22, 1994
Paul J. Chiapparone
/s/ Donald E. Guinn
- ---------------------------------- Director December 22, 1994
Donald E. Guinn
/s/ Jack L. Hancock
- ---------------------------------- Director December 22, 1994
Jack L. Hancock
/s/ Clarence W. Spangle
- ---------------------------------- Director December 22, 1994
Clarence W. Spangle
/s/ George D. Wells
- ---------------------------------- Director December 22, 1994
George D. Wells
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------- ----------- ------------
<S> <C> <C>
10.51 Common Stock and Warrant Purchase
Agreement with Siemens Nixdorf
Information Systems, Inc. dated August 21, 1994 25-66
10.52* Software and Hardware License Agreement
with Siemens Nixdorf Informationssysteme AG
dated August 25, 1994 67-109
10.53 $10,000,000 Revolving Credit Agreement
(letter) with Comerica dated October 20, 1994 110-114
11.1 Computation of Net Income per Common and
Common Equivalent Share 115
13.1 Annual Report to Shareholders for the fiscal
year ended September 30, 1994 116-156
21.1 Schedule of Subsidiaries 157-158
23.1 Consent of Independent Auditors 159
27.1 Financial Data Schedule 160-164
</TABLE>
* With this amended filing, the registrant has withdrawn the contract as it
was not material at the time the Form 10-K was submitted.
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