<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. 1 ) (1)
Number Nine Visual Technology Corporation
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
67052W105
(CUSIP Number)
William M. Kelly
Senior Vice President, Corporate Operations
Silicon Graphics, Inc.
2011 North Shoreline Boulevard
Mountain View, CA 94043-1389
(650) 960-1980
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
August 11, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box .
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 9 Pages)
(1) The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE> 2
- ------ -------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Silicon Graphics, Inc.
I.R.S. No. 94-2789662
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)*
(a) [ ]
(b) [ ]
- ------ -------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [ ]
ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------------------- ----- --------------------------------------------------
7 SOLE VOTING POWER
3,644,894
NUMBER OF
----- --------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
----- --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 3,644,894
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WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,644,894
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
(SEE INSTRUCTIONS)*
- ------ -------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.1%
- ------ -------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)*
CO
- ------ -------------------------------------------------------------------------
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 67052W105 Page 3 of 9 Pages
This Amendment No. 1 amends the statement on Schedule 13D dated May 8,
1998 filed by Silicon Graphics, Inc. relating to the common stock of Number Nine
Visual Technology Corporation. Capitalized terms used herein without definition
have the meanings ascribed to those terms in the initial filing.
ITEM 1. SECURITY AND ISSUER
The title of the class of equity securities to which this Schedule 13D
relates is common stock, $0.01 par value per share, of Number Nine Visual
Technology Corporation, a Delaware corporation. The principal executive offices
of the Issuer are located at 18 Hartwell Avenue, Lexington, Massachusetts 02173.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is filed on behalf of Silicon Graphics, Inc., a
Delaware corporation, with its principal executive office at 2011 N. Shoreline
Boulevard, Mountain View, California 94043-1389. The Reporting Person designs,
manufactures, markets and distributes servers and visual computing systems.
The attached Schedule I is a list of the executive officers and
directors of the Reporting Person, which Schedule I is incorporated herein by
reference. Such list contains the following information with respect to each
such person:
(a) Name;
(b) Business Address;
(c) Present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted; and
(d) Citizenship.
During the last five years, neither the Reporting Person nor, to the
best of the Reporting Person's knowledge, any person named on Schedule I has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to a Securities Purchase Agreement dated May 7, 1998 between
the Reporting Person and the Issuer, the Reporting Person made an aggregate Nine
Million Dollars ($9,000,000) secured subordinated convertible loan to the
Issuer. The Reporting Person made the loan in four advances to the Issuer in the
amounts of $3,000,000, $2,000,000, $2,000,000 and $2,000,000 on May 8, 1998, May
13, 1998, June 9, 1998 and June 26, 1998, respectively. The Reporting Person
funded all advances made by the Reporting Person to the Issuer from internally
generated working capital. Each advance was evidenced by a promissory note
convertible into shares of the Issuer's convertible preferred stock at a
conversion price of $2.75 per share.
On August 11, 1998, the Reporting Person converted the aggregate
principal amount outstanding under the promissory notes and the accrued interest
thereon (or $9,214,958.33) into an aggregate 3,350,894 shares of
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 67052W105 Page 4 of 9 Pages
the Issuer's preferred stock. The preferred stock is convertible into the common
stock of the Issuer on a one-for-one basis, subject to adjustment as provided in
the terms of the preferred stock. Upon conversion of the promissory notes, the
Issuer and the Reporting Person entered into an Investor Rights Agreement and
the Issuer also issued to the Reporting Person a new three-year warrant
exercisable for shares of convertible preferred stock equal to three percent
(3%) of the Issuer's common stock at an exercise price of $2.75 per share, or an
aggregate of 294,000 shares of preferred stock based on the total number shares
of the Issuer's common stock outstanding on a fully-diluted basis (excluding any
options that are not "in-the-money") as of August 11, 1998. The warrant may be
exercised by the Reporting Person at any time and expires on August 11, 2001.
The securities purchase agreement, form of promissory note, security agreement,
the terms of the preferred stock and the investor rights agreement are attached
to the initial statement on Schedule 13D dated May 8, 1998 filed by the
Reporting Person.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person made the initial loan to the Issuer for investment
purposes, principally to enable the Issuer to fund its ongoing product
development efforts. The Reporting Person converted the promissory notes into
shares of the Issuer's preferred stock at the request of the Issuer for the
purpose of maintaining the Issuer's continued compliance with the listing
requirements of the Nasdaq National Market. The Reporting Person has no present
intention of converting any shares of preferred stock into shares of the
Issuer's common stock. The Reporting Person and the Issuer are continuing to
explore the further development of a business relationship focused on advanced
visualization technologies in personal computer markets and are continuing to
operate under certain product development, marketing and license agreements,
which were previously entered into by the parties. The parties continue to
contemplate an extension of this business relationship, which may include
negotiation of broader product and technology agreements. There is no assurance
that the parties will decide to extend the current relationship or, if so,
whether they will be able to reach agreement on the terms thereof.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The Reporting Person beneficially owns an aggregate of approximately
3,644,894 shares of the Issuer's common stock, or approximately 28.1% of the
total number of shares of the Issuer's common stock issued and outstanding as of
August 11, 1998. The total numbers of shares beneficially owned by the Reporting
Person includes (a) 3,350,894 shares of preferred stock acquired by the
Reporting Person on August 11, 1998 upon conversion of the aggregate principal
amount outstanding under the promissory notes and the accrued interest thereon
and (b) 294,000 shares of preferred stock the Reporting Person has a right to
acquire upon exercise of the warrant. The Reporting Person has sole power to
vote and dispose of all such shares. The Reporting Person does not have shared
voting or dispositive power with respect to any of the Issuer's securities. To
the best of the Reporting Person's knowledge, no person named on Schedule I is
the beneficial owner of any of the Issuer's securities. Other than as set forth
in this Amendment No. 1, neither the Reporting Person nor, to the best of the
Reporting Person's knowledge, any person named on Schedule I has effected any
transaction in the Issuer's securities during the past 60 days. The Reporting
Person has no present intention to convert the shares of the Issuer's preferred
stock into the Issuer's common stock or to exercise the warrant for shares of
the Issuer's preferred stock.
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 67052W105 Page 5 of 9 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT TO
SECURITIES OF THE ISSUER
The Securities Purchase Agreement, the Terms of the Preferred Stock and
the Investor Rights Agreement contain various agreements and restrictions
relating to the Issuer's securities. This summary does not purport to be
complete, and it is subject to, and qualified in its entirety by reference to,
all of the provisions of the Securities Purchase Agreement, the Terms of the
Preferred Stock and the form of Investor Rights Agreement, which documents are
incorporated herein by reference.
The Purchase Agreement sets forth certain rights of the Reporting
Person to (a) purchase securities of the Issuer if offered for sale by the
Issuer to third parties other than the Reporting Person; and (b) observe board
of directors meetings in a non-voting capacity. See the Securities Purchase
Agreement attached as an exhibit to the initial Schedule 13D for a further
description of these provisions.
The Terms of the Preferred Stock set forth certain restrictions on
corporate actions by the Issuer without the prior consent of at least two-thirds
of the holders of the preferred stock, including (a) creating any additional
classes or series of capital stock senior to the preferred stock; and (b)
consenting to any merger, consolidation, sale, lease, abandonment, transfer or
other disposition of all or substantially all of the Issuer's assets. The Terms
of the Preferred Stock also provide that, as long as the Reporting Person holds
shares of preferred stock equal to at least five percent (5%) of the Issuer's
common stock, (i) the Issuer will not increase the size of its board of
directors to a number in excess of seven and (ii) the holders of preferred stock
will be entitled to elect one director to the Issuer's board of directors. See
the Terms of Preferred Stock attached as an exhibit to the initial Schedule 13D
for a further description of these provisions.
The Investor Rights Agreement, which was executed by the Issuer and the
Reporting Person concurrently with the Reporting Person's conversion of the
promissory notes, sets forth certain rights of the Reporting Person relating to
the registration of the Issuer's securities. In addition, the Investor Rights
Agreement provides that, as long as the Reporting Person holds shares of
preferred stock equal to at least five percent (5%) of the Issuer's common
stock, the holders of preferred stock are entitled to elect one director to the
Issuer's board of directors. The Reporting Person has not elected a director to
the Issuers' board of directors. See the form of Investor's Rights Agreement
attached as an exhibit to the initial Schedule 13D for a further description of
these provisions.
<PAGE> 6
SCHEDULE 13D
CUSIP NO. 67052W105 Page 6 of 9 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No. Description
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A Securities Purchase Agreement dated May 7, 1998 between Silicon
Graphics, Inc. and Number Nine Visual Technology Corporation.
(Incorporated by reference to Exhibit A to the Schedule 13D
dated May 8, 1998 filed by the Reporting Person with the SEC).
B Form of Secured Subordinated Convertible Promissory Note.
(Incorporated by reference to Exhibit B to the Schedule 13D
dated May 8, 1998 filed by the Reporting Person with the SEC).
C Series A Convertible Preferred Stock Purchase Warrant.
(Incorporated by reference to Exhibit C to the Schedule 13D
dated May 8, 1998 filed by the Reporting Person with the SEC).
D Security Agreement dated May 7, 1998 between Silicon Graphics,
Inc. and Number Nine Visual Technology Corporation.
(Incorporated by reference to Exhibit D to the Schedule 13D
dated May 8, 1998 filed by the Reporting Person with the SEC).
E Form of Preferred Stock Terms. (Incorporated by reference to
Exhibit E to the Schedule 13D dated May 8, 1998 filed by the
Reporting Person with the SEC).
F Form of Investor Rights Agreement. (Incorporated by reference
to Exhibit F to the Schedule 13D dated May 8, 1998 filed by the
Reporting Person with the SEC).
<PAGE> 7
SCHEDULE 13D
CUSIP NO. 67052W105 Page 7 of 9 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: August 24, 1998 SILICON GRAPHICS, INC.
By: /s/ William M. Kelly
------------------------------
William M. Kelly
Senior Vice President,
Corporate Operations
<PAGE> 8
SCHEDULE 13D
CUSIP NO. 67052W105 Page 8 of 9 Pages
SCHEDULE I
Set forth below are the names, positions, business addresses and principal
occupations of each executive officer and director of Silicon Graphics, Inc.
Each of the persons named below is a citizen of the United States of America,
except for Mr. Bishop, who is a citizen of Australia, and Mr. Watson, who is a
citizen of New Zealand.
<TABLE>
<CAPTION>
BUSINESS ADDRESS AND PRINCIPAL
NAME OCCUPATION OR EMPLOYMENT
<S> <C>
Robert R. Bishop Chairman of the Board,
Director Silicon Graphics World Trade Corporation
18, Avenue Louis Casai
CH-1209, Geneva, Switzerland
Allen F. Jacobson Former Chairman of the Board and Chief Executive Officer
Director 3M Corporation
3050 Minnesota World Trade Center
30 Seventh Street East
St. Paul, Minnesota 55101-4901
C. Richard Kramlich Managing General Partner
Director New Enterprise Associates
2490 Sand Hill Road
Menlo Park, California 94025
Robert A. Lutz Former President and Chief Operating Officer, Chrysler Corporation
Director c/o Silicon Graphics, Inc.
2011 North Shoreline Boulevard
Mountain View, California 94043-1389
James A. McDivitt Former Senior Vice President,
Director Rockwell International Corporation
c/o Silicon Graphics, Inc.
2011 North Shoreline Boulevard
Mountain View, California 94043-1389
Lucille Shapiro, Ph.D. Professor of Developmental Biology,
Director Stanford School of Medicine
Stanford University School of Medicine
Stanford, California 94305
</TABLE>
<PAGE> 9
SCHEDULE 13D
CUSIP NO. 67052W105 Page 9 of 9 Pages
<TABLE>
<CAPTION>
BUSINESS ADDRESS AND PRINCIPAL
NAME OCCUPATION OR EMPLOYMENT
<S> <C>
Robert B. Shapiro Chairman and Chief Executive Officer,
Director Monsanto Company
The Merchant Mart
200 World Trade Center, Suite 900
Chicago, Illinois 60654
James G. Treybig Former President and Chief Executive Officer,
Director Tandem Computers, Inc.
c/o Silicon Graphics, Inc.
2011 North Shoreline Boulevard
Mountain View, California 94043-1389
Richard E. Belluzzo Silicon Graphics, Inc.
Chairman of the Board and Chief Executive Officer 2011 North Shoreline Boulevard
Mountain View, California 94043-1389
Keith H. Watson Silicon Graphics, Inc.
Executive Vice President, Worldwide Sales and Marketing 2011 North Shoreline Boulevard
Mountain View, California 94043-1389
Forest Baskett Silicon Graphics, Inc.
Senior Vice President, Research and Development, 2011 North Shoreline Boulevard
and Chief Technology Officer Mountain View, California 94043-1389
Kenneth L. Coleman Silicon Graphics, Inc.
Senior Vice President, Worldwide Customer and 2011 North Shoreline Boulevard
Professional Services Mountain View, California 94043-1389
Steven J. Gomo Silicon Graphics, Inc.
Senior Vice President and Chief Financial Officer 2011 North Shoreline Boulevard
Mountain View, California 94043-1389
William M. Kelly Silicon Graphics, Inc.
Senior Vice President, Corporate Operations 2011 North Shoreline Boulevard
Mountain View, California 94043-1389
Betsy Rafael Silicon Graphics, Inc.
Vice President, Controller 2011 North Shoreline Boulevard
Mountain View, California 94043-1389
</TABLE>
