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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(AMENDMENT NO. 1)
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(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 JANUARY 31, 2000
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 0-14625
TECH DATA CORPORATION
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(Exact name of registrant as specified in its charter)
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FLORIDA NO. 59-1578329
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
5350 TECH DATA DRIVE, CLEARWATER, FL 33760
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(Address of principal executive offices) (Zip Code)
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REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE: (727) 539-7429
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common stock, par value $.0015 per share.
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 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 to Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
Aggregate market value of the voting stock held by non-affiliates of
the registrant as of April 28, 2000: $2,063,000,000
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
CLASS OUTSTANDING AT APRIL 28, 2000
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Common stock, par value $.0015 per share 52,945,898
DOCUMENTS INCORPORATED BY REFERENCE
None.
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<PAGE>
Note: The purpose of this amendment is to file exhibits previously indicated as
"to be filed by amendment" within the Tech Data Corporation Form 10-K for the
period ended January 31, 2000 filed on May 1, 2000.
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<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K
(a) See index to financial statements and schedules included in
Item 8 of the Tech Data Corporation Form 10-K for the period
ended January 31, 2000 filed on May 1, 2000.
(b) The Company filed the following reports on Form 8-K during the
fiscal year ended January 31, 2000:
None
(c) The exhibit numbers on the following list correspond to the
numbers in the exhibit table required pursuant to Item 601 of
Regulation S-K.
3-A(1) -- Articles of Incorporation of the Company as amended to April
23, 1986.
3-B(2) -- Articles of Amendment to Articles of Incorporation of the
Company filed on August 27, 1987.
3-C(13)-- By-Laws of the Company as amended to November 28, 1995.
3-F(9) -- Articles of Amendment to Articles of Incorporation of the
Company filed on July 15, 1993.
4-E(15)-- Articles of Amendment to Articles of Incorporation of the
Company filed on June 25, 1997.
10-F(4)-- Incentive Stock Option Plan, as amended, and form of option
agreement.
10-G(10)-- Employee Stock Ownership Plan as amended December 16, 1994.
10-V(5) -- Employment Agreement between the Company and Edward C.
Raymund dated as of January 31, 1991.
10-W(5) -- Irrevocable Proxy and Escrow Agreement dated April 5, 1991.
10-X(6) -- First Amendment to the Employment Agreement between the
Company and Edward C. Raymund dated November 13, 1992.
10-Y(6) -- First Amendment in the nature of a Complete Substitution to
the Irrevocable Proxy and Escrow Agreement dated November
13, 1992.
10-Z(7) -- 1990 Incentive and Non-Statutory Stock Option Plan as
amended.
10-AA(7)-- Non-Statutory Stock Option Grant Form.
10-BB(7)-- Incentive Stock Option Grant Form.
10-CC(8)-- Employment Agreement between the Company and Steven A.
Raymund dated February 1, 1992.
10-EE(10)--Retirement Savings Plan as amended January 26, 1994.
10-FF(9)-- Revolving Credit and Reimbursement Agreement dated December
22, 1993.
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10-GG(9)-- Transfer and Administration Agreement dated December 22,
1993.
10-HH(10)--Amendments (Nos. 1-4) to the Transfer and Administration
Agreement.
10-II(10)--Amended and Restated Revolving Credit and Reimbursement
Agreement dated July 28, 1994, as amended.
10-JJ(10)--Revolving Foreign Currency Agreement dated August 4, 1994,
as amended.
10-KK(13)--Amendments (Nos. 5,6) to the Transfer and Administration
Agreement.
10-LL(13)--Amendments (Nos. 3-5) to the Amended and Restated Revolving
Credit and Reimbursement Agreement dated July 28, 1994, as
amended.
10-MM(13)--Amendments (Nos. 3-5) to the Revolving Foreign Currency
Agreement dated August 4, 1994, as amended.
10-NN(12)--Non-Employee Directors' 1995 Non-Statutory Stock Option
Plan.
10-OO(12)--1995 Employee Stock Purchase Plan.
10-PP(12)--Employment Agreement between the Company and A. Timothy
Godwin dated as of December 5, 1995.
10-QQ(14)--Amended and Restated Transfer and Administration Agreement
dated January 21, 1997.
10-RR(14)--Amendment Number 1 to the Amended and Restated Transfer
and Administration Agreement dated January 21, 1997, as
amended.
10-SS(14)--Revolving Credit and Reimbursement Agreement dated May 23,
1996.
10-TT(15)--Amendment Number 2 to the Amended and Restated Transfer
and Administration Agreement dated January 21, 1997, as
amended.
10-UU(15)--Revolving Credit and Reimbursement Agreement dated August
28, 1997.
10-VV(16)--Amendment Number 3 to the Amended and Restated Transfer
and Administration Agreement dated January 21, 1997, as
amended.
10-WW(17)--Amendments (Nos. 1-2) to the Revolving Credit and
Reimbursement Agreement dated August 28, 1997, as amended.
10-XX(17)--Amendments (Nos. 4-6) to the Amended and Restated Transfer
and Administration Agreement dated January 21, 1997, as
amended.
10-YY(18)--Second Amended and Restated Trasfer and Administration
Agreement dated February 10, 1999.
10-ZZ(3) --Amendments (Nos. 1,2) to Second Amended and Restated
Transfer and Administration Agreement.
21(3) --Subsidiaries of Registrant.
27(19) --Financial Data Schedule (included in the electronic version
only).
99-A(19) --Cautionary Statement For Purposes of the "Safe Harbor"
Provisions of the Private Securities Litigation Reform Act
of 1995.
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(1) Incorporated by reference to the Exhibits included in the Company's
Registration Statement on Form S-1, File No. 33-4135.
(2) Incorporated by reference to the Exhibits included in the Company's
Registration Statement on Form S-1, File No. 33-21997.
(3) Filed herewith.
(4) Incorporated by reference to the Exhibits included in the Company's
Registration Statement on Form S-8, File No. 33-21879.
(5) Incorporated by reference to the Exhibits included in the Company's Form
10-Q for the quarter ended July 31, 1991, File No. 0-14625.
(6) Incorporated by reference to the Exhibits included in the Company's Form
10-Q for the quarter ended October 31, 1992, File No. 0-14625.
(7) Incorporated by reference to the Exhibits included in the Company's
Registration Statement on Form S-8, File No. 33-41074.
(8) Incorporated by reference to the Exhibits included in the Company's Form
10-K for the year ended January 31, 1993, File No. 0-14625.
(9) Incorporated by reference to the Exhibits included in the Company's Form
10-K for the year ended January 31, 1994, File No. 0-14625.
(10) Incorporated by reference to the Exhibits included in the Company's Form
10-K for the year ended January 31, 1995, File No. 0-14625.
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(11) Incorporated by reference to the Exhibits included in the Company's Form
8-K filed on March 26, 1996, File No. 0-14625.
(12) Incorporated by reference to the Exhibits included in the Company's
Definitive Proxy Statement for the 1995 Annual Meeting of Shareholders,
File No. 0-14625.
(13) Incorporated by reference to the Exhibits included in the Company's Form
10-K for the year ended January 31, 1996, File No. 0-14625.
(14) Incorporated by reference to the Exhibits included in the Company's Form
10-K for the year ended January 31, 1997, File No. 0-14625.
(15) Incorporated by reference to the Exhibits included in the Company's
Registration Statement on Form S-3, File No. 333-36999.
(16) Incorporated by reference to the Exhibits included in the Company's Form
10-K for the year ended January 31, 1998, File No. 0-14625.
(17) Incorporated by reference to the Exhibits included in the Company's Form
10-K for the year ended January 31, 1999, File No. 0-14625.
(18) Incorporated by reference to the Exhibits included in the Company's Form
10-Q for the quarter ended July 31, 1999, File No. 0-14625.
(19) Incorporated by reference to the Exhibits included in the Company's Form
10-K for the year ended January 31, 2000, File No. 0-14625.
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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 on June 1, 2000.
TECH DATA CORPORATION
By /s/ STEVEN A. RAYMUND
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Steven A. Raymund,
Chairman of the Board of Directors;
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature to this Annual Report on Form 10-K appears
below hereby appoints Jeffery P. Howells and Arthur W. Singleton, or either of
them, as his attorney-in-fact to sign on his behalf individually and in the
capacity stated below and to file all amendments and post-effective amendments
to this Annual Report on Form 10-K, and any and all instruments or documents
filed as a part of or in connection with this Annual Report on Form 10-K or the
amendments thereto, and the attorney-in-fact, or either of them, may make such
changes and additions to this Annual Report on Form 10-K as the
attorney-in-fact, or either of them, may deem necessary or appropriate.
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/ STEVEN A. RAYMUND Chairman of the Board of Directors; June 1, 2000
------------------------------- Chief Executive Officer
Steven A. Raymund
/s/ JEFFERY P. HOWELLS Executive Vice President and June 1, 2000
------------------------------- Chief Financial Officer; Director
Jeffery P. Howells (principal financial officer)
/s/ JOSEPH B. TREPANI Senior Vice President and Corporate June 1, 2000
------------------------------- Controller (principal accounting officer)
Joseph B. Trepani
/s/ ARTHUR W. SINGLETON Corporate Vice President, Treasurer June 1, 2000
------------------------------- and Secretary
Arthur W. Singleton
/s/ CHARLES E. ADAIR Director June 1, 2000
-------------------------------
Charles E. Adair
/s/ MAXIMILIAN ARDELT Director June 1, 2000
-------------------------------
Maximilian Ardelt
/s/ JAMES M. CRACCHIOLO Director June 1, 2000
-------------------------------
James M. Cracchiolo
/s/ DANIEL M. DOYLE Director June 1, 2000
-------------------------------
Daniel M. Doyle
/s/ EDWARD C. RAYMUND Director; Chairman Emeritus June 1, 2000
-------------------------------
Edward C. Raymund
/s/ KATHY MISUNAS Director June 1, 2000
-------------------------------
Kathy Misunas
/s/ DAVID M. UPTON Director June 1, 2000
-------------------------------
David M. Upton
/s/ JOHN Y. WILLIAMS Director June 1, 2000
-------------------------------
John Y. Williams
</TABLE>
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