<PAGE>
Conformed copy with exhibits
Form 10-Q/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 1996
----------------
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________________ to ___________________
Commission File Number 0-17754
CONSILIUM, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 94-2523965
- ------------------------------- --------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
485 Clyde Avenue, Mountain View, California 94043
- ------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 691-6100
--------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed under 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 the number of shares outstanding of each of the issuer's classes of
common stock as of March 11, 1996:
Common Stock, $0.01 par value 7,721,845
- ----------------------------- ---------
Class Number of Shares
1
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CONSILIUM, INC.
INDEX
PART I. FINANCIAL INFORMATION
Page No.
--------
Item 6. Exhibits and Reports on Form 8-K................ 3
Signatures...................................... 5
2
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The Registrant hereby amends Part II, Item 6, EXHIBITS AND REPORTS ON FORM 8-K,
to read in full as follows:
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a). List of Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
------- -------------
<C> <S>
3.1 Certificate of Incorporation of the Company. /3/
3.2 By-Laws of the Company. /3/
10.1 Lease agreement dated November 28, 1988, among the Company and John Arrillaga, Trustee of the John
Arrillaga Separate Trust and Richard T. Peery, Trustee of the Richard T. Peery Separate Property
Trust./ 1/
10.2 Master Lease Agreement, dated December 2, 1988, between the Company and General Electric Capital
Corporation, with schedules./ 1/
10.3 Letter Agreement, dated July 22, 1987, with respect to the employment of Thomas Tomasetti. /1,6/
10.4 Lease agreement paperwork for the 630 Clyde Court facility, dated March 6, 1990, among the Company
and Santa Clara Property Associates. /2/
10.5 Agreement between the Company and Honeywell, Inc., Industrial Automation and Control, dated April 1,
1993. /3,5/
10.6 Form of Director and Officer Indemnity Agreement. /4,6/
10.7 Amended and Restated 1983 Stock Option Plan. /6,7/
10.8 Forms of Stock Option Agreement used in conjunction with the 1983 Stock Option Plan. /6,7/
10.9 1990 Outside Director's Stock Option Plan. /6,7/
10.10 Forms of Outside Directors Stock Option Agreement used in conjunction with the 1990 Outside
Director's Stock Option Plan. /6,7/
10.11 Lease agreement for the Company's principal facility, dated August 2, 1995, among the Company and
The Prudential Insurance Company of America./ 7/
10.12 Letter Agreement, dated August 5, 1994, with respect to the employment of Edward Norton. /6,7/
10.13 Letter Agreement, dated September 28, 1994, with respect to the employment of Richard Van Hoesen.
/6,7/
</TABLE>
3
<PAGE>
<TABLE>
<C> <S>
11.1 Statement re Computation of Net Income per Share./ #/
27 Financial Data Schedule (available in EDGAR format only).
</TABLE>
/1/ Incorporated by reference from exhibits of the same number in
Registrant's Registration Statement on Form S-1 (File No. 33-27947),
effective May 9, 1989.
/2/ Incorporated by reference from exhibit 10.3 to Registrant's Annual
Report on Form 10-K for the Year ended October 31, 1990.
/3/ Incorporated by reference from exhibits 3.1, 3.2 or 10.19,
respectively, to Registrant's Quarterly Report on Form 10-Q for the
Quarter ended April 30, 1993.
/4/ Incorporated by reference from exhibit 10.6 to Registrant's Quarterly
Report on Form 10-Q for the Quarter ended July 31, 1994.
/5/ The Securities and Exchange Commission has granted confidential treatment
for portions of this document.
/6/ Compensatory or employment arrangement.
/7/ Incorporated by reference from exhibits of the same number to
Registrant's Annual Report on Form 10K for the Year ended October 31,
1995.
/#/ Previously filed with Registrant's quarterly report on Form 10-Q
filed on March 11, 1996.
(b). Reports on Form 8-K
No report on Form 8-K was filed during the quarter ended January
31, 1996.
4
<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, a duly authorized officer and the chief accounting officer of the
registrant.
CONSILIUM, INC.
---------------------------------
(Registrant)
Date July 12, 1996 by: /s/ Clifton Wong
------------- -----------------------------
Clifton Wong
Controller and
Chief Accounting Officer
5
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> JAN-31-1996
<CASH> 10,519
<SECURITIES> 0
<RECEIVABLES> 8,806
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 20,420
<PP&E> 2,586
<DEPRECIATION> 0
<TOTAL-ASSETS> 28,278
<CURRENT-LIABILITIES> 11,183
<BONDS> 0
0
0
<COMMON> 15,704
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 28,278
<SALES> 9,159
<TOTAL-REVENUES> 9,159
<CGS> 1,937
<TOTAL-COSTS> 1,937
<OTHER-EXPENSES> 6,898
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 470
<INCOME-TAX> 248
<INCOME-CONTINUING> 324
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 222
<EPS-PRIMARY> 0.03
<EPS-DILUTED> 0
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