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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Tricord Systems, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
89612110
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(CUSIP Number)
John J. Mitcham
Tricord Systems, Inc.
2905 Northwest Boulevard, Suite 20
Plymouth, MN 55441-5644
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 20, 1998
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(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: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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).
(Continued on following page(s))
Page 1 of 5 Pages
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SCHEDULE 13D
CUSIP No. 89612110
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
John J. Mitcham
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
PF
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(5) Check 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
United States
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Number of Shares (7) Sole Voting Power
Beneficially Owned 994,253
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
0
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(9) Sole Dispositive Power
994,253
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(10) Shared Dispositive Power
0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
994,253
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
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(13) Percent of Class Represented by Amount in Row (11)
6.8%
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 5 Pages
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SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (the "Statement") relates to the Common
Stock, $.01 par value (the "Common Stock"), of Tricord Systems, Inc., a Delaware
corporation (the "Company"). The principal executive offices of the Company are
located at 2905 Northwest Boulevard, Suite 20, Plymouth, MN 55441-2644.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by John J. Mitcham.
(b) The business address of Mr. Mitcham is 2905 Northwest Boulevard, Suite
20, Plymouth, MN 55441-2644.
(c) Mr. Mitcham is President, Chief Executive Officer and a Director of
the Company, which is engaged in the business of developing and marketing
intelligent I/O and distributed file system software for the Windows NT storage
market. The Company's principal address is 2905 Northwest Boulevard, Suite 20,
Plymouth, MN 55441-2644.
(d) Mr. Mitcham has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Mr. Mitcham was not, during the last five years, 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.
(f) Mr. Mitcham is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Of the shares of Common Stock reported on this statement, Mr. Mitcham
purchased 414,680 shares with his personal funds and the Company issued 244,454
shares to him in consideration for his services to the Company. No funds used
to purchase any of the shares of Common Stock reported on this statement have
been borrowed.
ITEM 4. PURPOSE OF TRANSACTION.
The shares of Common Stock owned by Mr. Mitcham and reported on this
Statement have been acquired solely for investment purposes.
In his individual capacity as a stockholder, Mr. Mitcham does not have any
present plans or proposals that relate to or would result in: (a) the
acquisition by any person of additional securities of the Company (other than
the exercise of options currently held by Mr. Mitcham) or the disposition of
securities of the Company; (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Company or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the
Company or of any of its subsidiaries; (d) any change in the present Board of
Directors or
Page 3 of 5 Pages
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management of the Company, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the Board; (e) a
material change in the present capitalization or dividend policy of the Company;
(f) any other material change in the Company's business or corporate structure;
(g) changes in the Company's charter, by-laws or instruments corresponding
thereto or other actions that may impede the acquisition of control of the
Company by any person; (h) causing a class of securities of the Company to be
delisted from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Act; or (j)
any action similar to any of those enumerated above.
Mr. Mitcham, in his capacity as a director of the Company, may have
occasion to consider and discuss with other board members from time to time,
plans or proposals by the Company that relate to or would result in the events
or circumstances listed in clauses (a) through (j) of the preceding paragraph.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Mitcham is the beneficial owner of 994,253 shares of Common Stock,
or approximately 6.8% of the current outstanding shares of Common Stock of the
Company. An aggregate of 335,119 of such shares are subject to options that are
exercisable currently or in the next 60 days.
(b) Mr. Mitcham possesses sole voting and investment power with respect to
994,253 shares of Common Stock and shares voting and investment power with
respect to 0 shares of Common Stock reported in this Statement.
(c) On February 5, 1998, Mr. Mitcham purchased 43,200 shares of Common
Stock in the open market, acquiring 12,000 of such shares at $0.6875 per share,
5,000 of such shares at $0.7188 per share and 26,200 of such shares at $0.75
per share. On February 20, Mr. Mitcham exercised options to purchase 339,880
shares of Common Stock at $0.875 per share. On February 20, the Company issued
Mr. Mitcham 230,003 shares of Common Stock, having a fair market value of $0.75
on the date of issuance, in lieu of cash for services Mr. Mitcham rendered to
the Company. On February 25, the Company issued Mr. Mitcham 14,451 shares of
Common Stock, having a fair market value of $0.969 on the date of issuance, in
lieu of cash for services Mr. Mitcham rendered to the Company.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE COMPANY.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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SIGNATURES
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.
/s/John J. Mitcham
March 2, 1998 ------------------------------
John J. Mitcham
Page 5 of 5 Pages
