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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 [NO FEE REQUIRED]
For the Fiscal Year Ended March 31, 1998
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 0-15323
NETWORK EQUIPMENT TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-2904044
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6500 Paseo Padre Parkway
Fremont, California 94555
(510) 713-7300
(Address of principal executive offices, including zip code,
area code, and telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.01 Par Value New York Stock Exchange
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(Title of each class) (Name of each exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act:
7 1/4% Convertible Subordinated Debentures
(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|
The aggregate market value of the voting stock held by non-affiliates of
the registrant on May 30, 1998 was $336,416,241.
The number of shares outstanding of the Common Stock, $0.01 par value, on
May 30, 1998 was 21,635,741.
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<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) (1) Financial Statements**
(2) Financial Statement Schedule**
(3) Exhibits - See "Exhibit Index" at page 2 of this Report.
(b) The Registrant filed no reports on Form 8-K during the fourth quarter
of the fiscal year ended March 31, 1998.
- ------------------
**Previously filed.
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Note
- ----------- ----------- ----
<S> <C> <C>
3.1 Registrant's Restated Certificate of Incorporation, as amended. **
3.2 Registrant's Bylaws, as amended. **
4.1 Indenture dated as of May 15, 1989 between Registrant and Morgan Guaranty Trust **
Company of New York.
4.2 Rights Agreement dated as of August 15, 1989 between Registrant and The First **
National Bank of Boston, as amended.
4.3 Certificate of Designations of Series A Junior Participating Preferred Stock filed **
with the Secretary of State of Delaware on August 24, 1989 (Exhibit 4.1 in the
Registrant's Form S-8 Registration Statement).
10.1 Headquarters Facilities Lease Agreements between Sobrato Interests III and Network **
Equipment Technologies, Inc. dated April 9, 1997.
10.2 Seaport Centre Phase Three Industrial Net Lease Agreement dated August 12, 1987 **
between Registrant and Lincoln Property N.C., Inc.
10.7 Officer Employment and Continuation Agreement between Registrant and Joseph J. **
Francesconi.*
10.8 Officer Employment and Continuation Agreement between Registrant and Raymond E. **
Peverell.*
10.9 Officer Employment and Continuation Agreement between Registrant and G. Michael **
Schumacher.*
10.10 Officer Employment and Continuation Agreement between Registrant and Craig M. **
Gentner.*
10.11 Officer Employment and Continuation Agreement between Registrant and Samuel H. **
Ezekiel.*
10.12 Employment Agreement between Registrant and Walter J. Gill.* **
10.13 Form of Officer Employment and Continuation Agreement as signed by all other **
Executive Officers and Registrant.*
10.14 Form of Director Indemnification Agreement as signed by all Directors of the **
Company.
10.15 Form of Officer Indemnification Agreement as signed by all Executive Officers of **
the Company.*
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
10.16 Corporate Director Compensation Deferral Election Program and 1996 Deferral Form. **
10.17 Corporate Officer Compensation Deferral Election Program and 1996 Deferral Form.* **
10.18 Corporate Officers Long-Term Variable Compensation Program.* **
13 Portions of 1998 Annual Report to Stockholders. **
21.1 Subsidiaries of Registrant as of June 24, 1998. **
23.1 Independent Auditors' Consent.
27 Financial Data Schedule.
99.1 Registrant's 1983 Stock Option Plan, as amended.* **
99.2 Registrant's 1988 Restricted Stock Award Plan.* **
99.3 Rules of Registrant's 1988 U.K. Stock Option Scheme.* **
99.4 Registrant's 1989 U.K. Stock Option Plan.* **
99.5 Registrant's 1990 Employee Stock Purchase Plan, as amended.* **
99.6 Registrant's 1993 Stock Option Plan, as amended.* **
99.7 Registrant's 1997 Stock Option Program, as amended.* **
99.8 Registrant's 1998 Employee Stock Purchase Plan. **
</TABLE>
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* A management contract or compensatory plan required to be filed as an
Exhibit to Form 10-K.
** Previously filed.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this amendment to the report to be
signed on its behalf by the undersigned, thereunto duly authorized.
NETWORK EQUIPMENT TECHNOLOGIES, INC.
(Registrant)
Date: July 14, 1998 By: /s/ Joseph J. Francesconi
----------------------------------
Joseph J. Francesconi
President, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
amendment to the report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
Director July 14, 1998
- ----------------------------
Dixon R. Doll
/s/ James K. Dutton Director July 14, 1998
- -----------------------------
James K. Dutton
/s/ Joseph J. Francesconi President, Chief Executive July 14, 1998
- ---------------------------- Officer and Director
Joseph J. Francesconi (Principal Executive Officer)
/s/ Craig M. Gentner Senior Vice President, Chief July 14, 1998
- ---------------------------- Financial Officer and Corporate
Craig M. Gentner Secretary (Principal Financial
Officer and Principal Accounting
Officer)
/s/ Walter J. Gill Director July 14, 1998
- ----------------------------
Walter J. Gill
/s/ George M. Scalise Director July 14, 1998
- ----------------------------
George M. Scalise
/s/ Hans A. Wolf Chairman of the Board July 14, 1998
- ----------------------------
Hans A. Wolf
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statements No.
33-33013, No. 33-33063, No. 33-65157, No. 33-68860 and No. 333-49837 on Forms
S-8 and Registration Statement No. 33-45815 on Form S-3 of Network Equipment
Technologies, Inc. of our reports dated April 15, 1998, incorporated by
reference in this Annual Report on Form 10-K/A of Network Equipment
Technologies, Inc. for the year ended March 31, 1998.
DELOITTE & TOUCHE LLP
San Jose, California
July 14, 1998
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