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SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(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 December 31, 1994
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[ ] Transitional _____ 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 0-13381
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MYLEX CORPORATION
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(Exact name of registrant as specified in its charter)
FLORIDA 59-2291597
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
34551 Ardenwood Boulevard
Fremont, California 94555
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Address of principal executive office (Zip code)
Registrant's telephone number, including area code: 510-796-6100
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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
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(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 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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The aggregate market value of the voting stock held by non-affiliates of
the Registrant, based upon the mean of the closing bid and asked price of the
Common Stock on March 23, 1995, as reported on NASDAQ was approximately
$104,436,600. 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.
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in the
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this form 10-K. [ ]
As of March 23, 1995, registrant had total outstanding 14,390,111 shares of
Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Parts II and IV incorporate information by reference from the Annual Report to
Shareholders for the year ended December 31, 1994. Part III incorporates
information by reference from the definitive proxy statement for the Annual
Meeting of Shareholders to be held on April 24, 1995.
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TABLE OF CONTENTS
PART I
PAGE
Item 1. Business 5
Item 2. Properties 13
Item 3. Legal Proceedings 13
Item 4. Submission of Matters to a
Vote of Security Holders 14
PART II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters 15
Item 6. Selected Financial Data 15
Item 7. Management's Discussion and Analysis of
Financial Condition and Results
of Operations 15
Item 8. Consolidated Financial Statements and
Supplementary Data 15
Item 9. Changes in and Disagreements with
Accountants on Accounting and
Financial Disclosure 15
PART III
Item 10. Directors and Executive Officers
of the Registrant 16
Item 11. Executive Compensation 16
Item 12. Security Ownership of Certain
Beneficial Owners and Management 16
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Item 13. Certain Relationships and Related
Transactions 16
PART IV
Item 14. Exhibits, Consolidated Financial Statements,
Financial Statement Schedules, and
Reports on Form 8-K 17
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PART I
ITEM 1. BUSINESS
GENERAL
Mylex Corporation (the "Company") is presently engaged in the design,
development, production, and marketing of high performance disk array
controllers, net work interface cards, personal computer system boards, and SCSI
host adaptors as well as supporting proprietary software and firmware. The
products currently being produced by the Company provide enhanced performance
for a wide range of personal computers, workstations and servers.
The Company was incorporated under the laws of the State of Florida in May
1983. In September, 1987, the Company moved its headquarters and manufacturing
facility from Florida to Fremont, California. In May 1991, the Company again
moved to a larger facility in Fremont, California.
Production of system boards based on the Intel 80386 ("386") microprocessor
was launched in 1987. After intensive research in 1988 and 1989, the Company
introduced in 1989 two system boards based on the Intel 80486 microprocessor
("486"), and three new peripheral products based on Extended Industry Standard
Architecture ("EISA")(1). Sales of these products began in 1990. Four new 486
system boards, based on Local Bus Architecture were introduced in 1992.
As the market for system boards matured and with the entry of foreign-based
low-cost manufacturers, price competition placed extreme pressures on the
Company's margins. In order to reduce its reliance on revenues derived from
system boards, the Company began a program in early 1991 which focused on the
development of storage management computer peripheral products for the networked
PC market. As a result of this program the Company developed its first RAID
(Redundent Array of Independent Disks) disk array controller. In the fourth
quarter of 1992, the Company began shipping its new five channel Disk Array
Controllers and Subsystems. In the first quarter of 1993 the Company introduced
one, two and three channel disk array controllers as well as a custom disk array
controller product for one of its large OEM customers. Volume
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(1) EISA (Extended Industry Standard Architecture) is a system architecture
licensed to the Company by Intel Corporation ("Intel"). The license permits the
Company to manufacture, use, lease, import, export, or sell any product
incorporating the EISA patent owned by Intel.
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shipments of the one, two and three channel disk array controller products
commenced during the first quarter of 1994. Production level shipments of the
custom disk array controller product began in the second quarter of 1993. During
the second quarter of 1994 the Company introduced two new families of disk array
controller products; Peripheral Component Interconnect (PCI) local bus based
disk array controllers and Small Computer System Interface ("SCSI") disk array
controllers. The SCSI standard provides an interface between the computer and
the peripherals for virtually any hardware platform.
All of the Company's products are sold in the high-technology electronic
products segment. The Company's customers are original equipment manufacturers
(OEMs), system integrators, value-added resellers (VARs) and computer
distributors and dealers.
PRODUCTS
During the last half of 1993 the Company transitioned from a supplier of
primarily system board products to a manufacturer of input/output (I/O) and
storage management enhancing computer peripheral products. This trend continued
in 1994 as our core business activities focused on the development of high-
performance RAID solutions for PC and non-PC based networks and workstations.
During 1994, the Company's RAID (Redundent Array of Independent Disks) disk
array controller products accounted for 81%, or $50 million, of net sales as
compared to 44% during 1993. Sales of system board products accounted for 17% of
net sales as compared to 37% of net sales during 1993. Other peripheral product
sales (LAN, graphics and SCSI adapter products) accounted for 2% of net sales as
compared to 5% of net sales during 1993.
The Mylex disk array controllers (DAC960E and DAC960P), which utilize RAID
technology provide high-performance, fault tolerant data storage solutions for
EISA, micro-channel and PCI bus PC platforms. The Mylex SCSI-to-SCSI disk array
controllers (DAC960S/SI/SE) bring the performance of RAID technology to
virtually any hardware platform without requiring special host software. The
Mylex disk array products are designed for both internal and external storage
options and are compatible with most commonly used operating systems.
The Company continues to dedicate most of its research to products which
offer solutions to the performance-limiting I/O bottlenecks, storage management
tasks, and other computer requirements of business and sophisticated scientific
users.
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The Company is committed to and dependent upon continued development of new
products as well as enhancement of existing products. The Company believes its
future profitability is dependent to a large extent upon the continued market
acceptance of its PCI and SCSI-to-SCSI disk array product families as well as
the successful introduction of new feature enhanced and/or cost reduced disk
array products. However, there can be no assurance that new products will be
successfully developed or, if developed, that such products or the Company's
current products will achieve and sustain market acceptance.
PRODUCT MANUFACTURE AND SUPPLIERS
The manufacture of Mylex products entails placing semiconductors and other
electronic components onto the printed circuit board and soldering them into
place. Each product is then subjected to a series of quality control tests.
Almost all of Mylex manufacturing is done on the Fuji Surface Mount Technology
machine ("SMT"). The SMT automatically positions and attaches chips and other
components to systems boards, increasing the speed and accuracy of the
manufacturing process. There can, however, be no assurance that the Company's
products will be free of manufacturing defects, notwithstanding the quality-
control tests performed by the Company or its subcontractors, or that the
Company's manufacturing capabilities and materials sources will be adequate to
meet product demand.
The Company's manufacturing facility is located in the United States.
Approximately 60% of the Company's products are currently manufactured in-house
with the remainder manufactured by local ISO 9000 certified subcontract
manufacturers.
The Company depends heavily upon its suppliers to provide high quality
materials on a timely basis, at a reasonable price and with suitable credit
terms. Although many of the components for the Company's products are available
from numerous sources at competitive prices, some of the most critically-needed
components are sole-sourced. Moreover, because of high industry demand for many
such components, manufacturers of these components are not always able to make
delivery on a timely basis.
The most critical components used in the Company's disk array
controller boards are the i960 RISC processor procured from Intel and the
proprietary chip provided by one of the Company's large OEM customers for
inclusion on its custom product. This proprietary chip has frequently been in
short supply. The Company
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currently has no long term supply commitments with these vendors. As a result,
there can be no assurance that sufficient quantities of these or other critical
components will be available for the Company's production needs. In the event
that these essential components cannot be obtained, the Company may be unable to
meet demand for its products, adversely affecting results from operations.
The Company's need to manufacture products before receiving firm purchase
orders, combined with risks of technological obsolescence and rapid shifts in
market demand, may lead to inventory devaluation or obsolescence, either of
which could have a material adverse effect on operations.
SALES AND MARKETING
As of February 28, 1995, the Company's sales and sales support personnel
numbered approximately 18 persons who devoted substantially all their time to
marketing, sales and customer support of the Company's products. The Company
plans to increase the number of sales and marketing employees during 1995 to
support its expanding customer base and product lines.
Potential customers are identified by research and analysis of industry
publications; through the Company's advertising programs; and by attendance at
trade shows such as CeBIT in Hanover, Germany, in March and COMDEX (Computer
Dealers Exposition) in Las Vegas in November.
Sales of the Company's disk array controller products increased by 151% in
1994 over 1993 levels, reflecting the Company's numerous design wins in late
1993 and 1994. The net sales growth in 1994 was attributable to overall market
growth and strong demand for the Company's disk array controller products. Sales
from disk array products represented 81% of total sales in 1994 compared to 44%
in 1993 and 2% in 1992. Sales of system board products accounted for 17% of net
sales as compared to 37% of net sales during 1993 and 71% in 1992. System board
sales have declined from 1993 levels primarily due to the allocation of the
Company's research and development resources to the higher margin disk array
product families. Other peripheral product sales (LAN, graphics and SCSI adapter
products) accounted for 2% of net sales as compared to 5% of net sales during
1993 and 14% in 1992. The Company expects its dependence upon disk array
controller products to continue during 1995.
The Mylex disk array controller products are designed for integration into
the client-server, networked PC, and scientific workstation environments.
Because of the Company's transition to primarily disk array controller products,
marketing these
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products entailed the development of new distribution channels and marketing
methods. The Company continued to market its disk array products to several
OEM's during 1994. Sales to major OEM's accounted for 69% of the Company's
total revenues during 1994. Additionally, the Company was able to market these
products to leading distributors, system integrators and value added resellers
during 1994 through its newly formed alternate channel sales division.
This course of seeking additional new markets was originally motivated by
declining profit margins generated by personal computer system boards, and by
the Company's commitment to technological innovation and desire to diversify its
product line. Despite this strategy, the Company expects that sales of its
current families of disk array controller products will continue to generate an
important part of the Company's revenues during 1995 and 1996. A major
reduction in sales of such products without a corresponding increase in the
sales of the Company's newer products would have a material adverse effect on
the Company.
During the year ended December 31, 1994, the Company renewed agreements
with several distributors to distribute the Company's products. These
distributors include Merisel, Ingram Micro, Tech Data, and Gates/Arrow. Sales
to these distributors accounted for 8% of the Company's total sales during 1994.
The Company was also successful in signing agreements with additional technology
distributors such as Avnet Corporation during 1994.
The Company's largest customer during 1994 was IBM Corporation ("IBM")
which accounted for 22% of the Company's sales as compared to 18% during 1993.
The Company's next two largest customers, Digital Equipment Corporation and
Hewlett-Packard Company, accounted for an additional 17% and 14% respectively of
total sales during 1994. Hewlett-Packard accounted for approximately 10% of the
Company's sales during 1993. Many of the Company's customers manufacture and
sell products in the networked PC market, which is subject to rapid
technological change and intense price competition. These factors affecting the
networked PC market in general, or any of the Company's customers in particular,
could have a material adverse effect on the Company's future results of
operations. While there are OEM agreements in place that define the terms of
the sales and support services with some of the Company's largest customers,
these agreements do not include specific quantity commitments. The Company
sells products to its customers on a purchase order basis, and currently has no
long term purchase commitments. As a result, historical sales cannot be relied
upon as an accurate indicator of future sales.
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The Company currently has a customer base consisting of approximately 100
customers actively buying on a regular basis. Export sales were 16% of net sales
in 1994, including 8% in Europe, 2% in Canada, and 6% in the rest of the world.
Export sales comprised 16%, 21%, and 29% of net sales in 1994, 1993 and 1992
respectively.
The general custom of the market for disk array controllers and system
boards is that customers are not bound contractually to make long-term purchase
commitments and may cancel orders at any time. Additionally, the Company's
ability to produce and
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deliver customer orders is dependent upon receipt of the certain key components
from its suppliers.
BACKLOG
The Company's backlog as of December 31, 1994, totaled $5.8 million as
compared to $11.2 million as of December 31, 1993. The decrease in the backlog
was attributable to the delay of purchase orders covering first quarter
requirements from one of the Company's large OEM customers - IBM. The IBM
purchase order for first quarter requirements was subsequently received once
pricing negotiations for 1995 had been concluded. Due to industry practice with
respect to customer changes in delivery schedules and cancellation of orders,
the Company believes that backlog as of any particular date may not be
indicative of actual net revenues for any succeeding period. Substantially all
orders outstanding at December 31, 1994 which were not subsequently changed or
canceled would have been scheduled for delivery within the three months ended
March 31, 1995.
CONTRACTUAL AGREEMENTS
On November 19, 1990, the Company signed a license agreement with a major
computer manufacturer, which became effective December 1, 1990, under which the
Company must pay royalties based on the prices of system board products which
incorporate certain patents. Under this license agreement, the Company has the
option of paying royalties at the rate of 2% of the selling price for certain
Company products or at the rate of 8% of that portion of the selling price
attributable to the patents. The license also contains a condition requiring
that the Company license to the manufacturer, on a "most favored licensee"
basis, any patented invention or copyrighted material related to PC compatible
system boards.
COMPETITION
Numerous companies in the computer industry produce and market computer
peripheral cards and system boards in competition with the Company. In addition,
in its efforts to sell specialized products to distributors, original equipment
manufacturers, and private label users, the Company faces competition from other
board manufacturers. Many of these manufacturers have substantially greater
financial resources than those of the Company. Technological advancements and
more sophisticated users' needs have created demands for newer, faster, and more
powerful products and applications for specialized markets such as local area
networks (LANs); multi-user, real-time environments; CAD/CAM; desktop publishing
and engineering scientific workstations. The Company expects price competition
for its products to
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increase as additional competitors enter the market for the Company's products.
This trend has prompted the Company to broaden its product offerings to include
products for all bus architectures and non-platform dependent SCSI-to-SCSI
products, including the emerging PCI bus which provides superior system
performance as compared to the EISA bus found in older PC architectures. As
this is a relatively new market for the Company, there can be no assurance of
continued acceptance by this market of the Company's products, nor any certainty
of the value the market will place on the products.
The Company's ability to compete successfully in either the personal
computer market or the market for its more sophisticated products depends upon
its ability to develop products which obtain market acceptance, which can be
sold at competitive prices while maintaining adequate gross margin levels and
which are proven to be reliable. Although the Company believes that certain of
its products have certain competitive advantages, there can be no assurance that
the Company will be able to compete successfully in the future or that other
companies may not develop products with greater performance or at more favorable
prices and thus reduce the demand for the Company's products. The Company is
dedicated to continuance of its research and development efforts to obtain and
maintain whatever competitive advantages may be available to it.
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EMPLOYEES
As of February 28, 1995, the Company employed approximately 138 employees.
The employees are not represented at the Company by any labor union nor employed
by the Company under any collective bargaining agreement.
RESEARCH AND DEVELOPMENT
Mylex increased its expenditures for research and development in 1994 by
35%. For the year ended December 31, 1994, research and development
expenditures totaled $3.3 million (or 5.3% of net sales) as compared to $2.5
million (or 5.5% of net sales) for the year ended December 31, 1993, and $2.8
million (or 5.8% of net sales) for the year ended December 31, 1992. The growth
in research and development expenses was primarily due to increased technology
development efforts related to intelligent input/output management projects.
The Company expects to increase its investment in research and development
activities during 1995 to achieve market acceptance of new products and to
continue its strategy of maintaining technology leadership in the RAID market.
During 1995, the Company plans to significantly increase the number of employees
engaged in research and development activities.
PATENTS AND TRADEMARKS
Except for Patent 4,553,035 for a Data Acquisition Control Method and
System for a Hand Held Reader, the Company currently holds no patents on any of
its products. The Company has taken and continues to take other measures
reasonably available to it to protect its rights with respect to product
designs, component selections, production processes, and any other information
considered by the Company to be proprietary, whether patentable or not, by such
means as protecting its proprietary trade secrets, innovative skills, and
technical expertise. While these means have proven thus far to be satisfactory
in protecting the Company's property, the Company may seek patent protection on
some of its more advanced products. However, there can be no assurance that
such patents will be granted or that other companies will not develop products
which are competitive with the unpatented products of the Company using
proprietary designs or software of the Company.
The Company is the owner of a registered trademark, Reg. No. 1,310,862, for
its MYLEX logo.
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Certain patents and copyrights owned by others are of critical importance
to the high-technology electronic product industry segment in which the Company
operates. The Company has obtained licenses to certain technology protected by
patents or copyrights which the Company believes are adequate for the operation
of the business of the Company as it is currently being conducted. It is likely
that such licenses, and licenses to produce, use, and market new technologies,
will continue to be important to the Company. In the future, the Company may be
required to obtain licenses from others and there are no assurances that such
licenses would be available or on terms satisfactory to the Company.
ITEM 2. PROPERTIES
On April 1, 1991, the Company moved to its current headquarters and
manufacturing facility, located in a 73,887 square foot facility in Fremont,
California. The Company's lease on this facility extends through March 31,
1996.
ITEM 3. LEGAL PROCEEDINGS
The Company and American Megatrends, Inc. ("AMI") entered into an agreement
on February 15, 1987, pursuant to which, inter alia, AMI licensed to the Company
the rights to use a basic input/output system ("BIOS") and certain other
technical information in consideration for the payment of royalties. On May 5,
1992, AMI initiated arbitration proceedings before the American Arbitration
Association in Miami, Florida, asserting a right under the agreement to audit
the Company's books and records for the purpose of calculating royalties. The
Company counterclaimed against AMI for breach of contract, failure to pay a
written account, failure to pay for goods sold and delivered, and failure to
provide required information.
On March 16, 1993, AMI amended its demand for arbitration, seeking specific
performance of AMI's audit rights under the February 15, 1987, agreement, and in
particular, seeking to include in the audit additional records sought by AMI.
AMI has also asserted claims for any monies that the audit may indicate are due
to AMI, for recovery of all fees and costs associated with the arbitration, and
for recovery of additional costs allegedly incurred with respect to the audit.
On September 3, 1993, while arbitration was still pending, AMI also filed
suit against the Company in the United States District Court in Atlanta,
Georgia, alleging claims similar to those presented in the arbitration. The
complaint alleged claims for breach of contract, fraud, breach of fiduciary
duty, tortious interference with contractual rights and prospective business
relations, and unfair competition. The relief sought
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included injunctive relief, accounting damages in an unspecified amount,
exemplary damages and attorneys' fees and costs. On October 29, 1993, the
Company filed an answer and counterclaim denying the allegations of the
complaint, setting forth various affirmative defenses, and presenting counter
claims for breach of contract, unjust enrichment and unfair competition. On
April 1, 1994, both AMI and the Company filed amended pleadings in the
arbitration to include all claims and counterclaims previously asserted in the
federal court action. Pursuant to a stipulation of the parties, the federal
court lawsuit was dismissed without prejudice in February 1995. Preliminary
conferences with the arbitrators were held on March 19, 1993, on November 2,
1993, on July 29, 1994 and on November 22, 1994. The matter is in the discovery
stage. The evidentiary hearings are scheduled for a two-week period beginning
June 19, 1995.
While the Company believes it has numerous defenses to AMI's claims and
intends to continue to vigorously defend the arbitration, there can be no
assurance that the Company will ultimately prevail. An unfavorable outcome
could have a material adverse effect on the Company's business and results of
operations.
The former Chief Executive Officer of the Company, Dr. M.A. Chowdry, filed
a complaint against the Company and its outside directors seeking $5 million in
damages on October 13, 1994, claiming breach of am employment agreement that he
entered into with the Company approximately three months prior to his
termination as the Company's Chief Executive Officer. Dr. Chowdry voluntarily
filed an amendment to his complaint on February 23, 1995. On March 17, 1995 the
Company and the individual defendants filed a response (demurer) to the amended
complaint. A hearing on the demurrer filed by the Company and the individual
defendants is scheduled for April 27, 1995. The Company believes it has
meritorious defenses and will vigorously defend this lawsuit.
In addition to matters discussed herein, the Company is a party to routine
suits and claims arising in the ordinary course of its business which the
Company does not believe will have a material adverse effect on its business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Incorporated by reference from the information under the caption "Market
for Registrant's Common Equity and Related Stockholder Matters" on page 18 of
the Annual Report to Shareholders for the year ended December 31, 1994.
ITEM 6. SELECTED FINANCIAL DATA
Incorporated by reference from the information under the caption "Selected
Five Year Consolidated Financial Data" on page 13 of the Annual Report to
Shareholders for the year ended December 31, 1994.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The Compnay expects to finance operations and capital requirements through
cash provided by continuing operations, existing cash balances and borrowings
under its revolving bank line of credit. While the Company believes that it has
sufficient capital resources to operate its business for the next 12 to 18
months, there can be no assurance that the Company will not require outside
financing, or if required, that such financing will be available on terms
favorable to the Company.
All other information regarding management's discussion and analysis of
financial condition and results of operations is incorporated by reference from
the information under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on pages 14 through 17 of the
Annual Report to Shareholders for the year ended December 31, 1994.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated financial statements of Mylex Corporation at December 31, 1994
and 1993 and for each of the three years in the period ended December 31, 1994
and the independent public accountants' report thereon are incorporated by
reference from
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pages 19 through 28 of the Annual Report to Shareholders for the year ended
December 31, 1994.
ITEM 9. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by item 10 of Form 10-K is incorporated by
reference from the information under the caption "Directors and Executive
Officers" of the Registrants definitive Proxy Statement for the Annual Meeting
of Shareholders.
ITEM 11. EXECUTIVE COMPENSATION
EXECUTIVE OFFICER COMPENSATION
The Summary Compensation Table sets forth information with respect to
Compensation earned for services rendered to the Company during each of the last
three fiscal years for the current and the former Chief Executive Officer and
each of the Company's other most highly compensated executive officers whose
cash compensation exceeded $100,000 in 1994.
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<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
---------------------------------- ------------
Other Securities
Annual Underlying All Other
Salary Bonus Compensation Options Compensation
Name and Principal Position Year ($) ($) ($) (#) ($)
- --------------------------- ---- ------ ------ ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Mr. Al Montross (1) 1994 $200,000 $398,771 $6,480 130,000 $0
President and Chief Executive Officer 1993 $56,968 $14,633 $35,000 300,000 $0
Dr. Parveen Gupta 1994 $289,303 $0 $2,618 0 $0
Sr. Vice President and General 1993 $162,635 $0 $1,800 250,000 $0
Manager Disk Array Division 1992 $91,089 $0 $0 0 $0
Ms. Colleen Meyers (2) 1994 $110,832 $20,040 $329 40,000 $0
Vice President Finance and Chief 1993 $67,685 $10,000 $0 15,000 $0
Financial Officer 1992 $42,670 $6,667 $0 5,000 $0
Mr. Peter Shambora (3) 1994 $137,638 $41,741 $1,743 50,000 $0
Vice President, Sales and Marketing 1993 $22,069 $6,660 $0 0 $0
Mr. Sherman Tom (4) 1994 $106,816 $24,844 $2,119 65,000 $0
Vice President, Operations
<FN>
(1) Mr. Montross joined the Company in September 1993 as Executive Vice
President, was appointed Acting President and Chief Operating Officer in
December 1993 and was appointed President and Chief Executive Officer in
April 1994.
(2) Ms. Meyers was promoted to Chief Financial Officer in December 1993. In
December 1994 she became Vice President Finance and Chief Financial
Officer.
(3) Mr. Shambora joined the Company in October 1993 as Vice President, Sales
and Marketing.
(4) Mr. Tom joined the Company in February 1994 as Vice President, Operations.
</TABLE>
All other information required by item 11 of Form 10-K is incorporated by
reference from the information under the caption "Executive Officers'
Compensation" of the Registrants definitive Proxy Statement for the Annual
Meeting of Shareholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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The information required by item 12 of Form 10-K is incorporated by
reference from the information under the caption "Securities Ownership of
Management" of the Registrants definitive Proxy Statement for the Annual Meeting
of Shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by item 13 of Form 10-K is incorporated by
reference from the information under the caption "Certain Relationships and
Related Transactions" of the Registrants definitive Proxy Statement for the
Annual Meeting of Shareholders.
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PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
The following Consolidated Financial Statements of Mylex Corporation and the
Report of Independent Public Accountants, as listed under (a) (1) below, are
incorporated herein by reference to the Registrant's Annual Report to
Shareholders for the year ended December 31, 1994.
(a) (1) Financial Statements
Page in
Annual
Report
------
Consolidated Statements of Operations - Years
ended December 31, 1994, 1993 and 1992 20
Consolidated Balance Sheets at December 31,
1994 and 1993 19
Consolidated Statement of Cash Flow - Years
ended December 31, 1994, 1993 and 1992 22
Consolidated Statements of Shareholder' Equity -
Years ended December 31, 1994, 1993 and 1992 21
Notes to Consolidated Financial Statements 23-28
Report of Independent Public Accountants 28
(2) The following financial statement schedule and report on schedule are
submitted herewith:
Page
in 10-K
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Schedule II - Valuation and Qualifying Accounts S-1
Report of Independent Public Accountants on Schedules S-2
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(3) Exhibits included herein (numbered in accordance with Item 601 of
Regulation S-K):
Exhibit No. Exhibit
3.1 (d) Articles of Incorporation of Registrant, as amended
3.2 (d) By-laws of Registrant as amended March 30, 1989
10.10 (c) 1983 Incentive Stock Option Plan of Registrant as amended
and restated March 8, 1991.
10.11 (f) 1993 Stock Option Plan.
10.20 (c) Lease Agreement of premises at 34551 Ardenwood Boulevard
dated March 6, 1991.
10.21 (a) Documents related to the Company's revolving line of credit
with Imperial Bank; Security and Loan Agreement date July
15, 1994.
10.25 (e) Digital Equipment Corporation Basic Order Agreement.
10.28 (c) License Agreement with IBM effective December 1, 1990.
10.29 (c) Master Lease Agreement between United States Leasing
International, Inc., (formerly Ford Equipment Leasing
Company) and the Company, dated December 29, 1990, and
related lease commitments.
10.30 (c) Master Lease Agreement between the Company and Linc
Scientific Leasing, a division of Scientific Leasing Inc.
10.40 (a) The Company's 401(k) plan; Target Investment Advisory
Agreement and Standardized Adoption Agreement.
11.0 (a) The Company's statement regarding computation of per share
earnings.
13.1 (a) Annual Report to Shareholders for the fiscal year ended
December 31, 1994.
21
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24.1 (a) Consent of the Independent Auditors. (see schedule S-2.)
28.1 (c) Trademark registration No. 1,310,862.
(b) Reports on Form 8-K, none.
- ------------------------------------------------------------
(a) Filed herewith
(b) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1988, Commission File No. 0-13381 and
incorporated herein by reference.
(c) Filed as an exhibit to the Registrant's Annual Report on Form 10-K, for
the year ended December, 1992, Commission File No. 0-13381 and
incorporated herein by reference.
(d) Filed as an exhibit to the Registration Statement on Form S-8 and Form 3,
on July 24, 1989, No. 33-30104 and incorporated herein by reference.
(e) Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q,
for the period ended September 30, 1993, and incorporated herein by
reference.
(f) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1993, Commission File 0-13381 and
incorporated herein by reference.
22
<PAGE>
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.
MYLEX CORPORATION
Date: May 18, 1995 By: /s/ M. Yaqub Mirza
-------------------------------
M. Yaqub Mirza
Attorney-in-Fact for the
signatories below
Pursuant to the Requirements of the Securities Exchange Act of 1934, this Report
of Form 10-K has been signed below by the following persons in the capacities
and on May 18, 1995.
Signature Title
--------- -----
/s/ Ismael Dudhia Chairman of the Board of Directors
- ------------------------------
Mr. Ismael Dudhia
/s/ Richard Love Treasurer and Director
- ------------------------------
Mr. Richard Love
/s/ M. Yaqub Mirza Secretary and Director
- ------------------------------
Dr. M. Yaqub Mirza
/s/ Inder Singh Director
- ------------------------------
Dr. Inder Singh
/s/ Stephen McKenzie Director
- ------------------------------
Mr. Stephen McKenzie
23
<PAGE>
/s/ Al Montross President and Chief Executive Officer
- ------------------------------ (Principal Executive Officer)
Mr. Al Montross
/s/ Colleen Meyers Vice President Finance and Chief
- ------------------------------ Financial Officer
Ms. Colleen Meyers (Principal Accounting Officer)
24
