UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1997
|_| 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: 0-23110
DIGITAL LINK CORPORATION
(Exact name of registrant as specified in its charter)
California 77-0067742
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
217 Humboldt Court 94089
Sunnyvale, CA (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (408) 745-6200
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
no par value
(Title of class)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Sections 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 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 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 March 25, 1998, was approximately $13,823,068.00.
The number of shares outstanding of the registrant's Common Stock as of March
25, 1998, was 9,314,006 shares.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the definitive proxy statement (the "Definitive Proxy Statement") to
be filed with the Securities and Exchange Commission relative to the Company's
annual meeting of shareholders to be held May 20, 1998 are incorporated by
reference in Part III hereof.
================================================================================
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
The following financial statements and schedules are filed as part of this
report:
Page
(a)1. Financial Statements
See index in Part II, Item 8...................... 24
(a)2. and (d) Financial Statement Schedules
Report of Independent Accountants................. 46
Schedule II - Valuation and Qualifying Accounts... 47
All schedules not listed above are omitted because they are not applicable
or the required information is included in the financial statements or notes
thereto.
(a)3. and (c) Exhibits
3.01 Registrant's Amended and Restated Articles of Incorporation filed on
February 7, 1994. (1)
3.02 Registrant's Certificate of Correction of Amended and Restated Articles
of Incorporation filed on April 7, 1994. (1)
3.03 Registrant's Bylaws, as amended. (2)
4.01 Form of Specimen Certificate for Registrant's Common Stock. (3)
4.02 Registration Rights Agreement among Registrant, Vinita Gupta, Summit
Ventures L.P., SV Eurofund C.V. and Summit Investors, L.P. dated
December 23, 1987 and certain exhibits thereto. (3)
+10.01 Registrant's 1986 Stock Option Plan, as amended. (3)
+10.02 Form of Agreement for Registrant's 1986 Stock Option Plan. (1)
+10.03 Registrant's 1986 Stock Purchase Plan. (3)
+10.04 Form of Agreement for Registrant's 1986 Stock Purchase Plan, as
amended. (1)
+10.05 Registrant's 1992 Equity Incentive Plan, as amended. (8)
+10.06 Form of Agreement for Registrant's 1992 Equity Incentive Plan, as
amended. (1)
+10.07 Registrant's 1993 Employee Stock Purchase Plan. (3)
+10.08 Registrant's 1994 Directors Stock Option Plan. (1)
+10.09 Form of Agreement for Registrant's 1994 Directors Stock Option Plan. (1)
10.10 Form of Indemnity Agreement entered into with each of Registrant's
directors. (3)
10.11 Lease Agreement between Registrant and John Hancock Mutual Life
Insurance Company dated June 17, 1992. (3)
10.12 Form of Patent License Agreement between Registrant and QPSX
Communications Ltd. dated December 1993. (3)
10.13* Software License Agreement between Registrant and Epilogue Technology
Corporation dated January 20, 1992. (3)
10.14 Stockholder Agreement among Registrant, Vinita Gupta, Narendra Gupta,
Summit Ventures, L.P., SV Eurofund C.V. and Summit Investors, L.P.
dated December 23, 1987. (3)
10.16 Original Equipment Manufacturer Agreement between Registrant and
Siemens Aktiengesellschaft dated April 7, 1995.(4)
+10.18 Employment Agreement between Registrant and Alan Fraser dated
September 5, 1996.(6)
+10.19 Security Agreement between Registrant and Alan Fraser dated
September 30, 1996.(6)
+10.20 Secured Promissory Note from Alan Fraser dated September 30, 1996. (6)
+10.21 Separation Agreement between Registrant and James Checco dated
November 19, 1996. (7)
21.01 List of Subsidiaries. (3)
23.01 Consent of Independent Accountants (9)
27.01 Financial Data Schedule (9)
27.02 Restated Financial Data Schedule for the year ended December 31, 1996
27.03 Restated Financial Data Schedule for the six month period ended
June 30, 1997
27.04 Restated Financial Data Schedule for the nine month period ended
September 30, 1997
- -----
* Confidential treatment has been obtained with respect to portions of
this exhibit.
(1) Filed as an exhibit to Registrant's Form 10-K for the year ended
December 31, 1994 and incorporated herein by reference.
(2) Filed as an exhibit to Registrant's Registration Statement on Form S-8
(No. 33-95176) filed on July 31, 1995 and incorporated herein by
reference.
(3) Filed as an exhibit to Registrant's Form S-1 Registration Statement
(File No. 33-72642), which was declared effective January 31, 1994, and
incorporated herein by reference.
(4) Filed as an exhibit to Registrant's Form 10-Q for the quarter ended
June 30, 1995 and incorporated herein by reference.
(5) Filed as an exhibit to Registrant's Form 10-K for the year ended
December 31, 1995 and incorporated herein by reference.
(6) Filed as an exhibit to Registrant's Form 10-Q for the quarter ended
September 30, 1996 and incorporated herein by reference.
(7) Filed as an exhibit to Registrant's Form 10-K for the year ended
December 31, 1996 and incorporated herein by reference.
(8) Filed as an exhibit to Registrant's Registration Statement on Form S-8
(No. 333-27855) filed on May 27, 1997 and incorporated herein by
reference.
(9) Filed as an exhibit to Registrant's Form 10-K for the year ended
December 31, 1997 previously filed on March 26, 1998 and incorporated
herein by reference.
+ Management contract or compensatory plan required to be filed as an
exhibit to this Form 10-K.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the last quarter of
the period covered by this report.
<PAGE>
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.
DIGITAL LINK CORPORATION
April 20, 1998 By: /s/ Stanley E. Kazmierczak
------------------------------
Stanley E. Kazmierczak
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following person on behalf of the Registrant
and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairperson of the Board, Chief April 20, 1998
----------------------------- Executive Officer and President
Vinita Gupta (Principal Executive Officer)
Chief Financial Officer
and Vice President, Finance
and Administration
(Principal Financial and
/s/ Stanley E. Kazmierczak Accounting Officer) April 20, 1998
- ------------------------------
Stanley E. Kazmierczak
* Director April 20, 1998
- ------------------------------
Richard C. Alberding
* Director April 20, 1998
- ------------------------------
Gregory M. Avis
* Director April 20, 1998
- ------------------------------
Lance Boxer
* Director April 20, 1998
- ------------------------------
Alan I. Fraser
* Director April 20, 1998
- ------------------------------
Narendra K. Gupta
</TABLE>
*By: /s/ Stanley E. Kazmierczak
----------------------------------------
Stanley E. Kazmierczak, Attorney-in-Fact
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
financial statements of the Company for the 12-month period ended December 31,
1996 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 2,043
<SECURITIES> 19,585
<RECEIVABLES> 6,490
<ALLOWANCES> 465
<INVENTORY> 5,920
<CURRENT-ASSETS> 37,454
<PP&E> 7,686
<DEPRECIATION> 5,539
<TOTAL-ASSETS> 62,733
<CURRENT-LIABILITIES> 8,931
<BONDS> 0
0
0
<COMMON> 30,913
<OTHER-SE> 22,889
<TOTAL-LIABILITY-AND-EQUITY> 62,733
<SALES> 52,078
<TOTAL-REVENUES> 52,078
<CGS> 21,457
<TOTAL-COSTS> 47,727
<OTHER-EXPENSES> (2,495)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 6,846
<INCOME-TAX> 2,149
<INCOME-CONTINUING> 4,697
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,697
<EPS-PRIMARY> 0.52
<EPS-DILUTED> 0.50
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
financial statements of the Company for the six-month period ended June 30, 1997
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 4,045
<SECURITIES> 21,771
<RECEIVABLES> 6,901
<ALLOWANCES> 478
<INVENTORY> 6,479
<CURRENT-ASSETS> 42,710
<PP&E> 8,692
<DEPRECIATION> 6,116
<TOTAL-ASSETS> 65,408
<CURRENT-LIABILITIES> 10,004
<BONDS> 0
0
0
<COMMON> 31,105
<OTHER-SE> 24,299
<TOTAL-LIABILITY-AND-EQUITY> 65,408
<SALES> 33,071
<TOTAL-REVENUES> 33,071
<CGS> 13,672
<TOTAL-COSTS> 29,982
<OTHER-EXPENSES> (1,278)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 4,367
<INCOME-TAX> 1,331
<INCOME-CONTINUING> 3,036
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,036
<EPS-PRIMARY> 0.33
<EPS-DILUTED> 0.32
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
financial statements of the Company for the nine-month period ended September
30, 1997 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 3,554
<SECURITIES> 22,608
<RECEIVABLES> 8,495
<ALLOWANCES> 495
<INVENTORY> 7,725
<CURRENT-ASSETS> 45,825
<PP&E> 9,564
<DEPRECIATION> 6,403
<TOTAL-ASSETS> 67,885
<CURRENT-LIABILITIES> 12,489
<BONDS> 0
0
0
<COMMON> 32,131
<OTHER-SE> 23,265
<TOTAL-LIABILITY-AND-EQUITY> 67,885
<SALES> 51,600
<TOTAL-REVENUES> 51,600
<CGS> 21,620
<TOTAL-COSTS> 50,042
<OTHER-EXPENSES> (1,924)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 3,482
<INCOME-TAX> 1,061
<INCOME-CONTINUING> 2,421
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,421
<EPS-PRIMARY> 0.26
<EPS-DILUTED> 0.25
</TABLE>
