<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended Commission file number
July 31, 2000 0-14884
Exact name of the registrant as specified in its charter
SAND TECHNOLOGY INC.
(FORMERLY SAND TECHNOLOGY SYSTEMS INTERNATIONAL INC.)
Jurisdiction of Incorporation
CANADA
Address of principal executive offices:
4141 SHERBROOKE STREET WEST, SUITE 410
WESTMOUNT, QUEBEC, CANADA H3Z 1B8
TELEPHONE (514) 939-3477
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
CLASS A COMMON SHARES
SECURITIES FOR WHICH THERE IS A REPORTING OBLIGATION
PURSUANT TO SECTION 15(d) OF THE ACT:
NONE
On July 31, 2000, the Company had outstanding 9,627,145 Class A Common Shares
which is the Company's only class of common stock.
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
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Indicate by check mark which financial statement item the registrant has elected
to follow.
Item 17 Item 18 X
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The Exhibit Index is located on page 53.
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The same data, presented in conformity with US GAAP, is shown below.
<TABLE>
<CAPTION>
(Dollars in Thousands (000's) except for Per Share Data and Rates of Exchange)
FISCAL YEAR ENDED
-----------------------------------------------------------------------------------
7/31/96 7/31/97 7/31/98 7/31/99 7/31/00
------- ------- ------- -------- --------
CA CA CA CA CA
<S> <C> <C> <C> <C> <C>
Rates of exchange
At period end -- US$ $1.37 $1.39 $1.52 $1.51 $1.49
Average for the period $1.37 $1.37 $1.43 $1.51 $1.47
Results of Operations
Net Sales $7,198 $2,989 $3,088 $2,091 $6,895
Research and Development Costs ($400) ($778) ($2,080) ($3,872) ($3,790)
Selling, General and
Administrative Expenses ($1,950) ($1,700) ($2,923) ($4,458) ($7,837)
Cost of Sales and Product
Support ($5,616) ($2,069) ($662) ($345) ($2,343)
Net Income (Loss) $672 ($549) ($907) ($4,961) ($2,867)
Financial Position
Working Capital $8,291 $5,802 $6,000 $1,427 $4,475
Total Assets $16,659 $13,774 $10,908 $8,273 $9,071
Total Liabilities $2,495 $2,221 $262 $2,532 $2,522
Shareholders Equity $14,164 $11,553 $10,647 $5,741 $6,549
Earnings (Loss) per Share $0.08 ($0.06) ($0.11) ($0.58) ($0.32)
Weighted Average Numbers of
Shares outstanding during each 8,864 8,913 8,520 8,523 8,919
period (000's)
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ITEM 9. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction with
our Consolidated Financial Statements and the notes to them and the other
information included elsewhere in this Annual Report on Form 20-F. Certain
statements contained in this discussion are forward-looking statements that
involve risks and uncertainties including, without limitation, statements
regarding our expectations, beliefs, intentions or strategies regarding the
future. All forward-looking statements included in this discussion are based on
current expectations and on information available to us on the date of this
Annual Report on Form 20-F. Our actual results could differ materially from
those anticipated in these forward-looking statements as a result of various
risks and uncertainties, including those set forth under "Factors That May
Affect Future Results" below and elsewhere in this Annual Report on Form 20-F.
The Company assumes no obligation to update these forward-looking statements.
All figures given in this discussion are in Canadian dollars and are
presented in conformity with Canadian GAAP. As noted in Note 15 to the Financial
Statements, there are no material differences which would result in the reported
amounts of net consolidated earnings from the application of US GAAP. "Fiscal
1998", "fiscal 1999" and "fiscal 2000"
10
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SAND TECHNOLOGY INC.
2000 FORM 20-F/A ANNUAL REPORT
EXHIBIT INDEX
The following exhibits are being filed herewith on pages 54 through 58:
<TABLE>
<CAPTION>
Exhibit Description
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<S> <C>
2.13 Agreement with Nucleus International Corporation dated July 31, 2000
11. Statement detailing Computation of Per Share Earnings (Loss)
22. Subsidiaries of the Company.
23. Consent of Chartered Accountants
</TABLE>
53
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant certifies that it meets all of the requirements for filing
on Form 20-F and has duly caused this Annual Report on Form 20-F to be signed on
its behalf by the undersigned, thereunto duly authorized.
SAND TECHNOLOGY INC.
/s/ Arthur G. Ritchie
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September 29, 2000 Arthur G. Ritchie
Chairman of the Board,
President and Chief Executive
Officer
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