<PAGE> 1
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
FOR THE FISCAL YEAR ENDED MARCH 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER (0-21767)
VIASAT, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 33-0174996
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
6155 EL CAMINO REAL, CARLSBAD, CALIFORNIA 92009
(760) 476-2200
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING ARE A CODE ,
OF PRINCIPAL EXECUTIVE OFFICES)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE.
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $ .0001 PAR VALUE
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 filer 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, as of July 26, 2000, was approximately $372,275,000 (based on the
closing price for shares of the registrant's Common Stock as reported by the
Nasdaq National Market for the last trading day prior to that date). Shares of
Common Stock held by each officer, director and holder of 5% or more of the
outstanding Common Stock have been excluded in that such persons may be deemed
affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.
The number of shares outstanding of the registrant's Common Stock, $.0001 par
value, as of July 26, 2000, was 10,896,726.
<PAGE> 2
The following items of ViaSat, Inc.'s Annual Report on Form 10-K for the
fiscal year ended March 31, 2000 are hereby amended. Each such item is set forth
in its entirety, as amended.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Mark D. Dankberg................ 45 Chairman of the Board, President and Chief Executive Officer
Richard A. Baldridge............ 42 Vice President and Chief Financial Officer
Gregory D. Monahan.............. 55 Vice President -- Administration, General Counsel and Secretary
Claude Hashem................... 46 Vice President and General Manager of Electronics Systems Group
Thomas M. Wittenschlaeger....... 42 Vice President and General Manager of Commercial Products Group
Stephen W. Cable................ 45 Vice President -- Strategic Development
James P. Collins................ 56 Vice President -- Business Development of Electronics Systems Group
Mark J. Miller.................. 40 Vice President, Chief Technical Officer and Assistant Secretary
Steven R. Hart.................. 47 Vice President -- Engineering and Chief Technical Officer
Robert L. Barrie................ 56 Vice President -- Operations
James F. Bunker................. 66 Director
Dr. Robert W. Johnson........... 50 Director
B. Allen Lay.................... 65 Director
Dr. Jeffrey M. Nash............. 52 Director
William A. Owens................ 60 Director
</TABLE>
MARK D. DANKBERG was a founder of ViaSat and has served as Chairman of
the Board, President and Chief Executive Officer of ViaSat since its inception
in May 1986. Mr. Dankberg also serves as a director of REMEC, Inc., a
publicly-held company that manufactures microwave multi-function modules, and
Connected Systems, a privately-held company that develops and manufactures
digital voice messaging systems. Prior to founding ViaSat, he was Assistant Vice
President of M/A-COM Linkabit, a manufacturer of satellite telecommunications
equipment, from 1979 to 1986 and Communications Engineer for Rockwell
International Corporation from 1977 to 1979. Mr. Dankberg holds B.S.E.E. and
M.E.E. degrees from Rice University.
RICHARD A. BALDRIDGE joined ViaSat in April 1999 as Vice President and
Chief Financial Officer. Prior to joining ViaSat, Mr. Baldridge served as Vice
President and General Manager of Raytheon Corporation's Training Systems
Division from January 1998 to April 1999. From June 1994 to December 1997, Mr.
Baldridge served as Chief Operating Officer, Chief Financial Officer and Vice
President -- Finance and Administration for Hughes Information Systems and
Hughes Training Inc., prior to their acquisition by Raytheon in 1997. Mr.
Baldridge's other experience includes various senior financial management roles
with General Dynamics Corporation. Mr. Baldridge also serves as a director of
Jobs for America's Graduates and the National Alliance of Business (NAB). Mr.
Baldridge holds a B.S. degree in Business Administration, with an emphasis in
Information Systems, from New Mexico State University.
GREGORY D. MONAHAN has served as Vice President, General Counsel and
Secretary of ViaSat since April 1999 and as Vice President, Chief Financial
Officer and General Counsel from December 1988 to April 1999. Prior to joining
ViaSat, Mr. Monahan was Assistant Vice President of M/A-COM Linkabit from 1978
to 1988. Mr. Monahan holds a J.D. degree from the University of San Diego and
B.S.M.E. and M.B.A. degrees from the University of California, Berkeley.
CLAUDE J. HASHEM joined ViaSat in May 2000 as Vice President and General
Manager for the Electronic Systems Group. Prior to joining ViaSat Mr. Hashem
served as Vice President and Program Director of Global Hawk Unmanned Aerial
Vehicle at Northrop Grumman from April 1997 to May 2000. From 1991 to April 1997
Mr. Hashem held various positions at Lockheed Martin, including Director, Deputy
Program Director and Manager. Mr. Hashem holds a B.S. degree in Electrical
Engineering from Villanova University.
THOMAS M. WITTENSCHLAEGER joined ViaSat in October 1998 as Vice
President and General Manager of the Commercial Products Group. Mr.
Wittenschlaeger served as Director, International Finance and Business
Assessment of Hughes Space and Communication from April 1997 to October 1998.
From April 1994 to March 1997, Mr. Wittenschlaeger held various positions at
Hughes, including Vice President -- Business Development, Assistant Division
Manager, Command and Control Systems Division,
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<PAGE> 3
and Director -- Business Assessment and Member of the Technical Staff. Mr.
Wittenschlaeger holds a B.S. in Electrical Engineering from the U.S. Naval
Academy and co-founded the University of California, Los Angeles' Executive
Program in Marketing. Mr. Wittenschlaeger is also a graduate of the Executive
Program in Business at the University of California, Los Angeles.
STEPHEN W. CABLE joined ViaSat in October 1998 as Vice President --
Strategic Development. Prior to joining ViaSat, Mr. Cable served as Director of
Satcom Systems of Rockwell International Corporation's Collins Government
Systems Division from September 1997 to October 1998. From October 1994 to
August 1997, Mr. Cable held various positions with Rockwell in its
Communications Systems Division, including Director of Advanced Programs,
Director of Engineering, Acting General Manager, Vice President Rockwell Global
Wireless business initiative and Chairman of the Strategic Planning Council for
the Communications Systems Division. Mr. Cable holds B.S.E.E. and M.S.E. degrees
in Electrical Engineering from Rice University.
JAMES P. COLLINS has served as Vice President -- Business Development of
the Electronics Systems Group since March 1997 and as Vice President of Business
Development of ViaSat since December 1988. Prior to joining ViaSat, Mr. Collins
was Assistant Vice President of M/A-COM Linkabit from 1982 to 1988. Mr. Collins
was a Director of Marketing while at General Dynamics Corporation from 1976 to
1982 and prior to that served on active duty in the U.S. Army for ten years. Mr.
Collins currently serves in the U.S. Army Reserve as a Brigadier General. He
holds a B.A. degree from Hofstra University and a M.S. degree in Geodetic
Science from Ohio State University.
MARK J. MILLER was a founder of ViaSat and has served as Vice President
and Chief Technical Officer of ViaSat since 1993 and as Engineering Manager
since 1986. Prior to joining ViaSat, Mr. Miller was a Staff Engineer at M/A-COM
Linkabit from 1983 to 1986. Mr. Miller holds a B.S.E.E. degree from the
University of California, San Diego and a M.S.E.E. degree from the University of
California, Los Angeles.
STEVEN R. HART was a founder of ViaSat and has served as Vice President
-- Engineering and Chief Technical Officer since March 1997, as Vice President
and Chief Technical Officer since 1993 and as Engineering Manager since 1986.
Prior to joining ViaSat, Mr. Hart was a Staff Engineer and Manager at M/A-COM
Linkabit from 1982 to 1986. Mr. Hart holds a B.S. in Mathematics from the
University of Nevada, Las Vegas and a M.A. in Mathematics from the University of
California, San Diego.
ROBERT L. BARRIE joined ViaSat in January 1997 as Vice President of
Operations. Prior to joining ViaSat, Mr. Barrie was Vice President of Operations
at Pacific Communications Sciences Inc. from 1987 to 1996. Mr. Barrie served in
several positions at OAK Communications, Inc. from 1980 to 1986 including Vice
President -- Program Management. Mr. Barrie was a Vice President at LaPointe
Industries from 1969 to 1980. Mr. Barrie holds a B.S. degree in Business from
Charter Oak State College and an M.B.A. from National University.
JAMES F. BUNKER has been a director of ViaSat since February 1997. In
July 1998, Mr. Bunker was named President and Chief Executive Officer of Video
Network Communications, Inc., a publicly-held desktop video conferencing
company. Since 1993, Mr. Bunker has served as President of Windsor Consulting
Group, a privately-held emerging technology and business transition consulting
company. From 1991 to 1993, he served as President of the VideoCipher division
of General Instruments, Inc. Prior to 1991, Mr. Bunker held several senior
management positions at M/A-Com Linkabit. Mr. Bunker received a B.S. degree in
Electrical Engineering from Northeastern University and completed the Sloan
School Senior Executive Program.
DR. ROBERT W. JOHNSON has been a director of ViaSat since 1986. Dr.
Johnson has worked in the venture capital industry since 1980, and has acted as
an independent investor since 1988. Dr. Johnson currently serves as a director
of Hi/fn Inc. and Previo, Inc., publicly-held companies that manufacture
semiconductors and software for networking, data storage and storage management.
Dr. Johnson also serves as a director of TimeLine Vista, a privately-held
company that manufactures professional audio equipment. Dr. Johnson holds B.S.
and M.S. degrees in Electrical Engineering from Stanford University and M.B.A.
and D.B.A. degrees from Harvard Business School.
3
<PAGE> 4
B. ALLEN LAY has been a director of ViaSat since 1996. Since 1983, he
has been a General Partner of Southern California Ventures, a venture capital
company. Mr. Lay is currently a director of PairGain Technology, Inc., a
publicly-held telecommunications company, Physical Optics Corporation, a
privately-held optical systems company, and Waveband Corporation, a
privately-held wave scanning antenna and sensor company.
DR. JEFFREY M. NASH has been a director of ViaSat since 1987. Since
1994, he has been President of Digital Perceptions Inc., a consulting and
software development firm serving the defense, communications, general aviation
and commercial computer industries. From August 1995 to December 1997, he was
President, Chief Executive Officer and a director of TransTech Information
Management Systems, Inc., a privately-held company that produces software and
mobile systems for the towing and recovery industry. From 1989 to 1994, he
served as Chief Executive Officer and President of Visqus Corporation as well as
Conner Technology, Inc., both subsidiaries of Conner Peripherals, Inc. Dr. Nash
is currently a director of REMEC, Inc., a publicly-held company which
manufactures microwave multi-function modules, Tiernan Communications, Inc., a
privately-held company manufacturing high definition television equipment, Prisa
Networks, a privately-held company manufacturing fiber channel networking
products for high-end storage area networks, StoragePoint.com, a privately-held
online storage company, and ORINCON Technology Inc., a privately-held defense
and commercial technical services and software company.
WILLIAM A. OWENS has been a director of ViaSat since August 1998. Mr.
Owens has been Co-Chief Executive Officer and Vice Chairman of Teledesic LLC, a
publicly-held telecommunications company, and Chairman and Chief Executive
Officer of affiliated Teledesic Holdings Ltd. since August 1998. Mr. Owens was
President, Chief Operating Officer and Vice Chairman of Science Applications
International Corporation (SAIC), a privately-held firm, from March 1996 to
August 1998. From February 1994 to February 1996, Mr. Owens was Vice Chairman of
the Joint Chiefs of Staff, and the nation's second-ranking military officer. Mr.
Owens has also served as Deputy Chief of Naval Operations for Resources, Warfare
Requirements and Assessments, Commander of the U.S. Sixth Fleet and Senior
Military Assistant to the Secretary of Defense. Mr. Owens holds a B.S. degree in
Mathematics from the U.S. Naval Academy, B.A. and M.A. degrees in politics,
philosophy and economics from Oxford University, and a M.S. degree in Management
from George Washington University.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Exchange Act, directors, officers and
beneficial owners of ten percent or more of our common stock ("Reporting
Persons") are required to report to the Securities and Exchange Commission on a
timely basis the initiation of their status as a Reporting Person and any
changes regarding their beneficial ownership of our common stock. Based solely
on our review of such forms received by us and the written representations of
our Reporting Persons, we have determined that no Reporting Person known to us
was delinquent with respect to their reporting obligations as set forth in
Section 16(a) of the Exchange Act.
4
<PAGE> 5
ITEM 11. EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
The following table provides summary information concerning compensation
paid by us to, or on behalf of, our Chief Executive Officer and each of our four
other most highly compensated executive officers as of March 31, 2000 ("Named
Executive Officers"). Unless otherwise indicated, all references in this proxy
statement to a fiscal year refer to the fiscal year ending on March 31. For
example, references to fiscal year 2000 refer to the fiscal year beginning on
April 1, 1999 and ending on March 31, 2000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
------------
FISCAL YEAR NUMBER OF
COMPENSATION SECURITIES
FISCAL ---------------------- UNDERLYING ALL OTHER
NAME YEAR SALARY BONUS OPTIONS COMPENSATION (1)
---- ------ -------- -------- ------------ ----------------
<S> <C> <C> <C> <C> <C>
Mark D. Dankberg (2) 2000 $316,300 $ 60,000 15,000 $ 5,204
Chairman, President 1999 241,300 35,000 15,000 4,995
and CEO 1998 218,000 81,000 15,000 4,969
Thomas E. Carter (3) 2000 180,000 20,000 4,000 5,117
Vice President -- General Manager 1999 170,000 17,000 7,500 4,971
of Electronics Systems Group 1998 159,600 24,400 4,000 4,846
Robert L. Barrie 2000 165,900 25,000 10,000 5,188
Vice President -- Operations 1999 155,000 14,000 5,000 6,417
1998 140,000 15,000 -- --
Gregory D. Monahan 2000 159,000 25,000 6,500 5,173
Vice President, General Counsel 1999 151,400 4,000 2,000 4,833
and Secretary 1998 137,599 10,000 2,000 4,837
Steven R. Hart 2000 159,000 25,000 4,000 5,149
Vice President -- Engineering and 1999 145,000 8,000 4,000 4,901
Chief Technical Officer 1998 133,100 20,000 4,000 4,856
</TABLE>
----------
(1) All other compensation consists of matching 401(k) contributions by ViaSat.
(2) Includes vacation pay out of $50,900.
(3) Thomas E. Carter resigned as Vice President and General Manager of
Electronic Systems Group in May 2000.
5
<PAGE> 6
The following table sets forth certain summary information concerning
individual grants of stock options made during fiscal year 2000 to each of the
Company's Named Executive Officers.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
--------------------------------------------- ANNUAL RATES OF
NUMBER OF % OF TOTAL STOCK PRICE
SECURITIES OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM(1)
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION ----------------------
NAME GRANTED FISCAL YEAR 2000 PER SHARE DATE 5% 10%
---- ---------- ---------------- ------------ ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Mark D. Dankberg 15,000 3.56% $ 16.130 7/14/04 $ 38,034 $111,356
Thomas Carter 4,000 0.95 14.660 7/14/09 36,650 93,094
Robert L. Barrie 4,000 2.37 14.660 7/14/09 36,650 93,094
6,000 52.310 1/14/05 86,254 191,035
Gregory D. Monahan 3,500 1.54 14.660 7/14/09 32,069 81,457
3,000 52.310 1/14/10 98,399 249,639
Steven R. Hart 4,000 0.95 14.660 7/14/09 36,650 93,094
</TABLE>
----------
(1) These amounts represent assumed rates of appreciation in the price of the
Common Stock during the terms of the options in accordance with rates
specified in applicable federal securities regulations. Actual gains, if
any, on stock option exercises will depend on the future price of the Common
Stock and overall stock market conditions. There is no representation that
the rates of appreciation reflected in this table will be achieved.
The following table sets forth certain information concerning exercises of
stock options by each of the Company's Named Executive Officers during fiscal
year 2000, and the number of options and value of unexercised options held by
each such person at March 31, 2000.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
NUMBER OF UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT YEAR-END OPTIONS AT YEAR-END(1)
ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Mark D. Dankberg 14,670 $1,093,825 23,670 36,000 $1,598,944 $2,165,016
Thomas Carter -- -- 19,203 11,333 1,374,861 693,194
Robert L. Barrie -- -- 31,000 34,000 2,019,892 1,936,488
Gregory D. Monahan 11,076 183,430 22,539 8,499 1,629,025 409,018
Steven R. Hart -- -- 11,337 7,999 785,586 491,381
</TABLE>
----------
(1) The dollar values have been calculated by determining the difference between
the fair market value of the securities underlying the options at March 31,
2000 and the exercise price.
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<PAGE> 7
COMPENSATION OF DIRECTORS
Members of the Board of Directors are reimbursed for expenses actually
incurred in attending meetings of the Board of Directors and its committees.
Each independent director is paid an annual fee of $6,000. In addition, each
independent director is paid $1,500 for participation in each regular meeting
and $500 for participation in each committee meeting. Each independent director
at the time of initial election to the Board of Directors is granted an option
to purchase 7,500 shares of our common stock and on the date of each subsequent
annual meeting is granted an option to purchase 4,000 shares of our common
stock.
COMPENSATION PLANS
401(k) Plan. We have established a tax-qualified employee savings and
retirement plan effective January 1990 covering all employees who have been
employed by us for at least 90 days and who are at least 21 years of age. Under
the 401(k) Plan, our employees may elect to reduce their current compensation by
not less than 1.0% nor more than 15.0% of eligible compensation and have the
amount of the reduction contributed to the 401(k) Plan. The 401(k) Plan permits,
but does not require, additional cash contributions to the 401(k) Plan by us.
The trustee under the 401(k) Plan invests the assets of the 401(k) Plan in
designated investment options. The 401(k) Plan is intended to qualify under
Section 401 of the Internal Revenue Code so that contributions to the 401(k)
Plan, and income earned on plan contributions, are not taxable to our employees
until withdrawn from the 401(k) Plan, and so that contributions by us are
deductible by us when made for income tax purposes.
Employee Stock Purchase Plan. We have established the ViaSat, Inc.
Employee Stock Purchase Plan to assist our employees in acquiring a stock
ownership interest in our company and to encourage them to remain in our
employment. The Purchase Plan is intended to qualify under Section 423 of the
Internal Revenue Code. The Purchase Plan permits our eligible employees to
purchase our common stock at a discount through payroll deductions during
specified six-month offering periods. The Purchase Plan is administered by the
Compensation Committee. Currently, a maximum of 500,000 shares of common stock
are authorized for issuance under the Purchase Plan. As of July 28, 2000, an
aggregate of 162,022 shares of common stock at prices ranging from $7.65 to $
42.40 were issued under the Purchase Plan.
1993 Stock Option Plan. In 1993, we adopted the ViaSat, Inc. 1993 Stock
Option Plan to enable our key employees, consultants and non-employee directors
to acquire a proprietary interest in our company, and to create in such persons
an increased interest in and a greater concern for the welfare of our company.
The 1993 Stock Option Plan provided for aggregate option grants of up to 733,500
shares. As of July 28, 2000, options to purchase an aggregate of 57,433 shares
of common stock at prices ranging from $1.36 to $4.50 were outstanding under the
1993 Stock Option Plan. No additional grants will be made under the 1993 Stock
Option Plan.
1996 Equity Participation Plan. In November, 1996 we adopted The 1996
Equity Participation Plan of ViaSat, Inc. to update and replace the 1993 Stock
Option Plan. The Equity Participation Plan provides for the grant to our
executive officers, other key employees, consultants and non-employee directors
of a broad variety of stock-based compensation alternatives such as nonqualified
stock options, incentive stock options, restricted stock and performance awards.
The Equity Participation Plan provides for aggregate award grants of up to
1,250,000 shares. As of July 28, 2000, options to purchase an aggregate of
1,091,693 shares of common stock at prices ranging from $7.38 to $87.63 were
outstanding under the Equity Participation Plan.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal year 2000, the Compensation Committee was comprised of
Messrs. Nash and Bunker. No interlocking relationship exists between any member
of the Compensation Committee and any member of any other company's board of
directors or compensation committee.
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<PAGE> 8
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides information regarding the ownership of
ViaSat's common stock as of July 25, 2000, by: (1) each director and nominee for
director, (2) each of the executive officers of ViaSat, (3) all executive
officers and directors of ViaSat as a group, and (4) all other stockholders
known by ViaSat to be beneficial owners of more than five percent of its common
stock. Unless otherwise indicated, the address for each of the stockholders
listed below is c/o ViaSat, Inc., 6155 El Camino Real, Carlsbad, California
92009.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT
OF BENEFICIAL BENEFICIAL
NAME OR GROUP (1) OWNERSHIP (2) OWNERSHIP
----------------- ----------------- ----------
<S> <C> <C>
Morgan Stanley Dean Witter & Co. ........................... 1,566,888 14.38%
1585 Broadway
New York, NY 10036 (3)
Mark D. Dankberg ........................................... 848,201 7.76
Steven R. Hart ............................................. 585,814 5.37
Robert W. Johnson .......................................... 280,249 2.57
Mark J. Miller ............................................. 269,245 2.47
Gregory D. Monahan ......................................... 203,043 1.86
Jeffrey M. Nash ............................................ 184,207 1.69
B. Allen Lay(4) ............................................ 173,515 1.59
Robert L. Barrie ........................................... 37,003 *
James F. Bunker ............................................ 16,501 *
Richard A. Baldridge ....................................... 14,000 *
Thomas A. Wittenschlaeger .................................. 11,060 *
Stephen W. Cable ........................................... 10,405 *
William A. Owens ........................................... 6,334 *
Claude Hashem .............................................. -- --
All directors and executive officers as a group
(14 persons) ............................................... 2,642,577 24.25
</TABLE>
----------
* Less than 1%.
(1) The information regarding beneficial ownership of ViaSat common stock has
been presented according to rules of the SEC and is not necessarily indicative
of beneficial ownership for any other purpose. Under the SEC rules, beneficial
ownership of ViaSat common stock includes any shares as to which a person has
sole or shared voting power or investment power and also any shares which a
person has the right to acquire within 60 days through the exercise of any stock
option or other right. Under California and some other state laws, personal
property owned by a married person may be community property that either spouse
may manage and control. Titan has no information as to whether any shares shown
in this table are subject to such community property laws.
(2) Includes the following shares issuable upon the exercise of outstanding
stock options that are exercisable within 60 days of July 25, 2000: Mr. Dankberg
--32,671 option shares, Mr. Hart -- 11,669 option shares, Dr. Johnson -- 19,169
option shares, Mr. Miller -- 10,669 option shares, Mr. Monahan -- 15,504 option
shares, Dr. Nash -- 19,169 option shares, Mr. Lay -- 19,169 option shares, Mr.
Barrie -- 33,334 option shares, Mr. Bunker -- 15,501 option shares, Mr.
Baldridge -- 14,000 option shares, Mr. Wittenschlaeger -- 11,000 option shares,
Mr. Cable -- 8,200 option shares, and Mr. Owens -- 6,334 option shares.
(3) Based on the Schedule 13G dated May 10, 2000 filed by Morgan Stanley Dean
Witter & Co. ("Morgan") and Miller Anderson & Sherrerd, LLP ("Miller"), Morgan
and Miller are Investment Advisors registered under Section 203 of the
Investment Advisors Act of 1940. Accounts managed on a discretionary basis by
Miller, a wholly owned subsidiary of Morgan, are known to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from, the sale of such securities. No such account holds more than 5% of the
class.
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<PAGE> 9
(4) Includes (a) 15,200 shares of common stock held by Lay Charitable Remainder
Unitrust, and (b) 30,403 shares of common stock held by Lay Living Trust.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
9
<PAGE> 10
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Amendment No. 1 to Form 10-K to
be signed on its behalf by the undersigned, thereunto duly authorized.
VIASAT, INC.
July 28, 2000
By: /s/ MARK D. DANKBERG
-------------------------------------
Mark D. Dankberg,
Chairman of the Board
And Chief Executive Officer
10
