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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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)
December 4, 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: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See 240.13d-7(b) 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 1,157,113
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
0
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(9) Sole Dispositive Power
1,157,113
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(10) Shared Dispositive Power
0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,157,113
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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)
7.6%
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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 Chairman of
the Board of the Company, which is engaged in the business of developing and
marketing storage system management 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 reported on this Statement, 69,110 shares were issued to
Mr. Mitcham in consideration for his services to the Company and 293,751
shares were issued pursuant to stock option exercises by Mr. Mitcham. 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 Chairman of the Board 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 1,157,113 shares of Common
Stock, or approximately 7.6% of the current outstanding shares of Common
Stock of the Company. An aggregate of 135,118 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
1,157,113 shares of Common Stock and shares voting and investment power with
respect to 0 shares of Common Stock reported in this Statement.
(c) On October 15, 1998, the Company issued Mr. Mitcham 21,333 shares
of Common Stock, having a fair market value of $0.4688 on the date of
issuance, in lieu of cash compensation owed to Mr. Mitcham for his salary for
the semi-monthly pay period ending October 15, 1998. On October 30, 1998,
the Company issued Mr. Mitcham 20,000 shares of Common Stock, having a fair
market value of $0.50 on the date of issuance, in lieu of cash compensation
owed to Mr. Mitcham for his salary for the semi-monthly pay period ending
October 30, 1998. On November 13, 1998, the Company issued Mr. Mitcham 10,000
shares of Common Stock, having a fair market value of $1.00 on the date of
issuance, in lieu of cash compensation owed to Mr. Mitcham for his salary for
the semi-monthly pay period ending November 13, 1998. On November 30, 1998,
the Company issued Mr. Mitcham 17,777 shares of Common Stock, having a fair
market value of $0.5625 on the date of issuance, in lieu of cash compensation
owed to Mr. Mitcham for his salary for the semi-monthly pay period ending
November 30, 1998. On December 4, 1998, the Company issued Mr. Mitcham
293,751 shares of Common Stock pursuant to Mr. Mitcham's exercise of options
he held at an exercise price of $0.875 per share.
(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.
Page 4 of 5 Pages
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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
December 10, 1998 ------------------------------
John J. Mitcham
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