<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________
FORM 10-K/A
(Mark one)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________________ to __________________.
COMMISSION FILE NO. 0-21366
____________________
TRICORD SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 41-1590621
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2905 NORTHWEST BOULEVARD, SUITE 20
PLYMOUTH, MINNESOTA 55441
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (612) 557-9005
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.01 PAR VALUE
PREFERRED STOCK PURCHASE RIGHTS
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 NO X
--- ---
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. / /
As of March 25, 1999, 18,995,500 shares of Common Stock of the Registrant
were outstanding, and the aggregate market value of the Common Stock of the
Registrant as of that date (based upon the last reported sale price of the
Common Stock at that date as reported by the Nasdaq National Market System),
excluding outstanding shares beneficially owned by directors and executive
officers, was $39,192,974.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Stockholders for the year ended
December 31, 1998 (the "Annual Report") are incorporated by reference into
Parts II and IV to the extent specific captions or pages are referred to
herein.
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<PAGE>
The Company's definitive Proxy Statement for the Annual Meeting of
Stockholders to be held on May 21, 1999 (the "Proxy Statement") was not filed
within 120 days of the end of the Company's fiscal year. Accordingly, this
Form 10-K/A amends the Company's Form 10-K filed on March 31, 1999 to include
the information that had previously been incorporated by reference to the
Proxy Statement.
PART III
____________________
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS OF THE REGISTRANT.
- ----------------------------
The names of the Company's directors, their ages, the year in which each first
became a director and their principal occupations are set forth below.
<TABLE>
<CAPTION>
YEAR FIRST
NAMES OF NOMINEES AND PRINCIPAL OCCUPATION AGE BECAME DIRECTOR
- --------------------- -------------------- --- ---------------
DIRECTORS
- ---------
NOMINEES FOR THREE-YEAR TERM EXPIRING IN 2002:
<S> <C> <C> <C>
John J. Mitcham Chairman and Chief Executive Officer of the 58 1995
Company
Tom R. Dillon Vice President of Operations 55 1998
of NetFlix.com Inc.
DIRECTOR NOT STANDING FOR ELECTION THIS YEAR WHOSE TERM EXPIRES IN 2000:
Donald L. Lucas Private Investor 69 1992
Fred G. Moore President of Horison, Inc. 51 1998
DIRECTOR NOT STANDING FOR ELECTION THIS YEAR WHOSE TERM EXPIRES IN 2001:
Yuval Almog President of CORAL Group, Inc., a venture 49 1987
capital management company
</TABLE>
Except as indicated below, during the past five years, there has been no change
in the principal occupations or employment of the nominees for election as a
director or of the continuing directors.
Mr. Mitcham has been Chief Executive Officer and a director of the Company since
May 2, 1995, and was elected Chairman in October 1998. From 1989 to May 1995,
Mr. Mitcham served as President and Chief Executive Officer of AT&T Paradyne
Corporation.
Mr. Almog is President of Coral Group, Inc., which provides management services
to CMP I and CMP II venture capital partnerships of which Mr. Almog is Managing
General Partner. As described in footnote 1 to the table entitled "Security
Ownership of Certain Beneficial Owners and Management," CMP I and CMP II are the
general partners of CP I and CP II, respectively. Until November 1993, Mr.
Almog also served as Senior Vice President of Investment Advisers, Inc.
2
<PAGE>
Mr. Dillon joined NetFlix.com Inc. in April 1999 as its Vice President of
Operations. From January 1998 to March 1999, Mr. Dillon was Vice President and
Chief Information Officer at Candescent Technologies Corporation. From 1987 to
December 1997, Mr. Dillon was employed by Seagate Technology, Inc. in various
management positions, the last being Vice President and Chief Information
Officer.
Mr. Moore is President of Horison, Inc., an information strategies firm he
founded in March 1998. From 1976 to February 1998, Mr. Moore was employed at
Storage Technologies, Inc., most recently as Corporate Vice President, Strategic
Marketing. As described under "Compensation of Directors and Executive
Officers," Mr. Moore consulted with and assisted the Company in providing
professional marketing services with respect to certain of the Company's
products.
The following Board members also serve as directors of the designated public
companies: Mr. Almog - Delphi Information Systems, Inc.; Mr. Lucas - Cadence
Design Systems, Inc., Coulter Pharmaceutical, Inc., Macromedia, Inc., Oracle
Corporation and Transcend Services, Inc.; and Mr. Mitcham - Reptron Electronics,
Inc.
EXECUTIVE OFFICERS OF THE REGISTRANT.
Information concerning executive officers of the Company is included in this
Annual Report on Form 10-K under Item 4A, "Executive Officers of the
Company".
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.
Section 16(a) of the Exchange Act requires the Company's directors and executive
officers, and persons who own more than 10% of the Company's Common Stock, to
file with the SEC initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Executive
officers, directors and greater than 10% shareholders are required by SEC
regulations to furnish the Company with all Section 16(a) reports they file. To
the Company's knowledge, based upon a review of the copies of such reports
furnished to the Company during, or with respect to, the period ended
December 31, 1998, and based on representations by such persons, all of the
Company's executive officers, directors, and greater-than-10% stockholders
complied with all Section 16(a) filing requirements, except as follows:
Kathleen H. Clark purchased 4,500 shares prior to joining the Company and such
purchase was not timely reported; and Fred G. Moore was granted an option
pursuant to the December 7 Agreement and such grant was not timely reported.
3
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
The following table provides summary information concerning cash and non-cash
compensation paid to or earned by the Company's Chief Executive Officer and the
four most highly paid executive officers of the Company, all of whom received or
earned cash and non-cash salary and bonus of more than $100,000 for the fiscal
year ended December 31, 1998 (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------- ------------
SECURITIES
RESTRICTED UNDERLYING
NAME AND PRINCIPAL OTHER ANNUAL STOCK OPTIONS ALL OTHER
- ------------------
POSITION YEAR SALARY(1) BONUS(2) COMPENSATION(3) AWARDS (SHARES) COMPENSATION(4)
- -------- ---- --------- -------- --------------- ------ -------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
John J. Mitcham 1998 $240,000 $ -- $186,502 $ -- 566,369 $1,000
Chairman and Chief 1997 270,000 -- -- -- 800,000(5) 1,000
Executive Officer 1996 300,000 -- 13,316 -- 100,000 1,000
Alexander H. Frey(6) 1998 122,500 25,000 150 75,000(7) 540,000 1,000
Vice President, 1997 103,752 25,000 86,537 -- 300,000(5) 1,000
Architecture 1996 22,350 -- -- -- 100,000 1,000
Charles E. Pearsall 1998 115,833 30,000 -- -- 350,500 1,000
Vice President, 1997 95,000 35,000 24,316 -- 175,000(5) 1,000
Engineering 1996 80,628 -- 63,659 -- 100,000 1,000
Jeff A. Stewart 1998 98,333 20,000 150 -- 199,000 1,000
Vice President and 1997 85,824 15,000 -- -- 130,000(5) 1,000
Controller 1996 78,732 3,825 -- -- 11,000 --
Charles C. Devor(8) 1998 120,000 -- 5,846 -- -- --
Vice President, 1997 186,669 10,000 -- -- 350,000(5) 1,000
Business Development 1996 158,674 20,000 -- -- 150,000 1,000
</TABLE>
- ---------------------
(1) The following Named Executive Officers elected to receive a portion of
their 1998 fourth quarter salary in the form of Common Stock at the closing
price on the day such salary was due: Mr. Mitcham ($60,000; 78,556
shares); Mr. Frey ($4,500; 5,892 shares); Mr. Pearsall ($3,600; 4,714
shares); and Mr. Stewart ($3,750; 4,910 shares).
(2) Bonuses for services rendered have been included as compensation for the
year earned, even though such bonuses may have actually been paid in the
following year. For bonuses earned in 1998, the following Named Executive
Officers elected to receive their 1998 bonuses in the form of Common Stock
at the closing price on January 29, 1999, the day prior to the date of
Board approval of such bonuses: Mr. Frey ($25,000; 7,547 shares) and Mr.
Pearsall ($30,000; 9,056 shares). For bonuses earned in 1997, the
following Named Executive Officers elected to receive their bonuses in the
form of Common Stock at the closing price on February 12, 1998, the day the
Board approved such bonuses: Mr. Frey ($25,000; 40,000 shares) and Mr.
Pearsall ($35,000; 56,000 shares).
4
<PAGE>
(3) "Other Annual Compensation" consists of the following: relocation
assistance and refund of life insurance premiums for Mr. Mitcham, which Mr.
Mitcham elected to receive in the form of Common Stock at the closing price
on the day the Board approved such payments (relocation assistance,
$172,502; 230,003 shares at $0.75 per share, and refund of life insurance
premiums, $14,000; 14,451 shares at $0.97 per share), and relocation
assistance in 1996; a recognition award to Mr. Frey; relocation assistance
to Mr. Pearsall; and earned vacation pay to Mr. Devor.
(4) "All Other Compensation" consists of the Company's matching contribution to
the employees' accounts in the Company's 401K Retirement Plan.
(5) Certain options previously granted in 1995 and 1996 were canceled and
reissued in 1997 at the then market price as follows: Mr. Mitcham, 800,000
shares; Mr. Frey 100,000 shares; Mr. Pearsall, 100,000 shares; and Mr.
Devor, 350,000 shares.
(6) Mr. Frey joined the Company in October 1996.
(7) Effective November 3, 1998, the Company granted to Mr. Frey a restricted
stock award consisting of 150,000 shares of Common Stock that are
restricted and subject to forfeiture in satisfaction of certain contingent
obligations of the Company. Such award is valued for purposes of the above
table based on the closing price of the Common Stock on the date of grant.
The restrictions on these shares lapse with respect to 75,000 shares if Mr.
Frey remains in the employ of the Company until December 1, 1999 and with
respect to the remaining 75,000 shares if Mr. Frey remains in the employ of
the Company until December 1, 2000. As of December 31, 1998, such shares
of restricted Common Stock had a value of $337,500, based on the closing
price of the Common Stock as of such date.
(8) Mr. Devor resigned from the Company in September 1998.
5
<PAGE>
OPTIONS
The following tables provide certain information regarding option grants and
exercises during 1998 to or by the executive officers named in the Summary
Compensation Table above and the number and value of the options held by such
persons at the end of 1998.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS (1)
--------------------------------------------------
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
NUMBER OF % OF TOTAL STOCK PRICE
SECURITIES OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO OPTION TERM (2)
OPTIONS EMPLOYEES EXERCISE OR EXPIRATION ---------------
NAME GRANTED IN 1998 BASE PRICE DATE 5% 10%
---- ------- ------- ---------- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
John J. Mitcham 100,000 2.52% $0.500 10/30/08 $ 31,445 $ 79,687
John J. Mitcham 300,000 7.55% 0.656 12/7/08 123,766 313,649
Alexander H. Frey 50,000 1.26% 0.500 10/9/08 15,722 39,844
Alexander H. Frey 200,000 5.03% 0.656 12/7/08 82,511 209,099
Charles E. Pearsall 40,000 1.01% 0.500 10/9/08 12,578 31,875
Charles E. Pearsall 150,000 2.77% 0.656 12/7/08 61,883 156,824
Jeff A. Stewart 25,000 0.63% 0.500 10/9/98 7,861 19,922
Jeff A. Stewart 50,000 1.26% 0.656 12/7/98 20,628 52,275
Charles C. Devor -- -- -- -- -- --
</TABLE>
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(1) All of the options granted to executives were granted under the 1998 Plan.
Options become exercisable under the 1998 Plan so long as executives remain
in the employ of the Company and such options have not expired. To the
extent not already exercisable, options under the 1998 Plan become
immediately exercisable in full upon certain changes in control of the
Company and remain exercisable for the remainder of their terms. See
"Change in Control Arrangements." Options with an exercise price of $0.500
become exercisable with respect to 25% of the shares upon each anniversary
of the grants. Options with an exercise price of $0.656 become exercisable
with respect to 25% of the shares 12 months after grant date and one
forty-eighth (1/48th) of the shares each month thereafter.
6
<PAGE>
(2) These amounts represent certain assumed rates of appreciation only. Actual
gains, if any, on stock option exercises are dependent upon the future
performance of the Company's Common Stock, overall market conditions and
the executive's continued employment with the Company. The amounts
represented in this table may not necessarily be achieved.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED IN-
NUMBER OF UNEXERCISED THE-MONEY OPTIONS AT END
OPTIONS AT END OF 1998 OF 1998 (1)
---------------------- -----------
SHARES
ACQUIRED ON VALUE
NAME EXERCISE (2) REALIZED (3) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John J. Mitcham 633,631 $ -- 124,701 441,668 157,747 661,910
Alexander H. Frey 10,000 -- 45,000 450,000 59,341 639,976
Charles E. Pearsall 14,500 -- 54,250 296,250 67,651 420,844
Jeff A. Stewart 6,000 -- 32,500 166,500 45,935 208,314
Charles C. Devor 200,000 397,860 -- -- -- --
</TABLE>
- --------------
(1) Value calculated as the excess of the market value of the Common Stock at
December 31, 1998 ($2.14) over the exercise price per share. The market
value of the Common Stock at December 31, 1998 represents the average of
the high and low sales price as reported on the Nasdaq SmallCap Market
System. Options are in-the-money if the market price of the shares exceeds
the option exercise price. As of December 31, 1998, all of the options
held by these officers were in-the-money. As of December 31, 1998, Mr.
Devor had exercised all of his outstanding options.
(2) The exercise price may be paid in cash or, in the Compensation Committee's
discretion, by delivery of a promissory note or shares of Common Stock
valued at the fair market value on the date of exercise or pursuant to a
cashless exercise procedure under which the executive provides irrevocable
instructions to a brokerage firm to sell the purchased shares and remit to
the Company, out of the sale proceeds, an amount equal to the exercise
price plus applicable withholding taxes.
(3) Value calculated as the excess of the market value at the date of exercise
over the option exercise price.
7
<PAGE>
CHANGE IN CONTROL ARRANGEMENTS
Under the Company's option plans, in the event a "change in control" of the
Company occurs, all outstanding options held by a participant for at least six
months will become immediately exercisable in full and will remain exercisable
for the remainder of their terms, regardless of whether the participant remains
in the employ or service of the Company or any subsidiary. A "change in
control" for purposes of the Company's option plans will generally occur upon
the following events: (a) the sale or other transfer of substantially all of the
assets of the Company; (b) the liquidation or dissolution of the Company; (c) a
merger or consolidation involving the Company if 70% or less of the voting stock
of the surviving company is held by persons who were stockholders of the Company
immediately before the merger or consolidation; (d) any person becomes the
beneficial owner of 30% or more of the combined voting power of the Company's
outstanding securities ordinarily having the right to vote at elections of
directors; (e) the "continuity directors" (directors as of the date the
applicable plan was adopted and additional directors nominated or elected by the
"continuity directors") of the Company cease to constitute at least a majority
of the Board; or (f) any change of control that is required to be reported under
Section 13 or 15 (d) of the Securities Exchange Act of 1934 (the "Exchange
Act").
In addition to the change in control provisions under its option plans and
agreements, the Company also has in place a change in control agreement with Mr.
Charles E. Pearsall, the Company's Vice President of Engineering. Pursuant to
this agreement (the "Change in Control Agreement"), in the event of a Change in
Control Termination (as defined below), the Company agrees (a) to make a
lump-sum cash payment to the employee in an amount equal to one and one-half
times such employee's annual base salary, plus one and one-half times such
employee's target annual cash bonus for the year during which the termination
occurs, (b) to provide to the employee continued coverage under the Company's
group health plan for up to 18 months, (c) to provide to the employee a
"gross-up" payment sufficient to pay any excise tax imposed under Section 4999
of the Code (or any comparable state or local law) resulting from any Change in
Control (as defined below), and (d) to provide to the employee outplacement
counseling services costing up to 5% of such employee's annual base salary.
For purposes of the Change in Control Agreement, a "Change in Control
Termination" is deemed to occur if the Company terminates such employee's
employment for any reason other than for Cause (which includes gross
misconduct, willful and continued failure to perform, or conviction of a
felony or gross misdemeanor) or the employee's death or the employee
terminates his or her employment for Good Reason (which includes an adverse
change in the employee's position with the Company, reduction in base salary
or benefits, forced relocation, or failure by the Company to observe certain
requirements of the Change in Control Agreement) and any such termination
occurs either within 12 months after the last day of the month in which the
Change in Control occurred or prior to the Change in Control if the
employee's termination was a condition of or related to the Change in
Control. For purposes of the Change in Control Agreement, a "Change in
Control" is defined to include (a) a merger involving the Company where the
pre-merger stockholders own at least 50% but less than 80% of the surviving
Company's voting stock (unless approved by the "continuity directors") or
less than 50% of the surviving Company's voting stock (whether or not
approved by the "continuity directors"), (b) a transfer of substantially all
of the Company's assets or a liquidation of the Company, (c) the acquisition
by any person or group of 20% or more but less than 50% of the Company's
voting stock (unless approved by the "continuity directors") or 50% or more
of the Company's voting stock (whether or not approved by the "continuity
directors"), (d) the "continuity directors" (the current directors and their
future nominees) ceasing to constitute a majority of the Board of Directors,
and (e) any other change in control that would be required to be reported by
the Securities and Exchange Commission.
8
<PAGE>
The change in control provisions of the Company's option plans, as well as the
Change in Control Agreement, are designed to attract and retain valued employees
of the Company and to ensure that the performance of these employees is not
undermined by the possibility, threat or occurrence of a change in control.
While these measures were not adopted to deter takeovers, they may have an
incidental anti-takeover effect by making it more expensive for a bidder to
acquire control of the Company.
MITCHAM EMPLOYMENT AGREEMENT
Pursuant to the terms of an employment agreement, dated as of May 2, 1995, Mr.
Mitcham is paid an annual base salary that is determined each year by the
Compensation Committee based on a performance and salary review of Mr. Mitcham.
The base salary was initially fixed at $300,000. In addition to base salary,
the employment agreement provided for the grant to Mr. Mitcham of certain
options to purchase 800,000 shares Common Stock. Mr. Mitcham is also entitled
to customary benefits, reimbursements of business expenses and reimbursement for
premiums on a term life insurance policy up to a maximum of $3,500 per year. In
addition, pursuant to the employment agreement, the Company agreed to reimburse
Mr. Mitcham for his relocation expenses (up to a maximum of $100,000) plus
amounts for any taxes on such reimbursement amounts.
The employment agreement continues until terminated and may be terminated in
the following circumstances: (i) by the Company upon written notice with or
without cause; (ii) by Mr. Mitcham upon 30 days' written notice; or (iii)
upon Mr. Mitcham's death or disability. If the Company terminates the
employment agreement other than for cause or if Mr. Mitcham terminates the
agreement due to a material breach by the Company that is not cured within 30
days of notice, the Company will be obligated to continue to pay Mr. Mitcham
his then current base salary for a period of two years following such
termination, if such termination occurs within two years after the effective
date of the agreement, or for a period of one year following such
termination, if termination occurs thereafter. Such payments, however, will
continue only so long as Mr. Mitcham conscientiously and aggressively seeks
new employment and complies with his continuing obligations under the
employment agreement and will be reduced to reflect any payments received
during such period from another employer.
Pursuant to the employment agreement, Mr. Mitcham has agreed that, during his
employment and for a period of one year thereafter, he will not: (i) compete
in the network server business within any state or country in which the
Company markets or services products or provides services; (ii) interfere in
any way with the Company's relationship with any of its current or potential
customers; or (iii) employ or attempt to employ any of the Company's
employees. In addition, the employment agreement prohibits the disclosure of
confidential information to anyone outside of the Company during and
subsequent to Mr. Mitcham's employment and requires disclosure to the Company
of ideas, discoveries or inventions relating to or resulting from Mr.
Mitcham's work for the Company and assignment to the Company of all
proprietary rights to such ideas, discoveries or inventions.
9
<PAGE>
DIRECTOR COMPENSATION
Non-employee directors receive an annual retainer of $10,000 plus $1,500 for
each Board meeting and committee meeting (if on a date other than a Board
meeting) attended and are reimbursed for travel and lodging expenses in
connection with attendance at Board and committee meetings. The 1998
Non-Employee Director Stock Plan (the "1998 Director Plan") provides that, in
the discretion of the Board, payment of the directors' annual cash retainer
and meeting fees may be made in the form of Company Common Stock. During
1998, the non-employee directors received cash reimbursement for expenses in
the following amounts: Mr. Almog ($0); Mr. Dillon ($1,662); Mr. Lucas
($1,258); and Mr. Moore ($825).
Non-employee directors are entitled to participate in the 1998 Director Plan.
The 1998 Director Plan provides for automatic grants of non-qualified options to
the Company's non-employee directors. Currently, 550,000 shares are reserved
for issuance under the 1998 Director Plan. In accordance with the terms of the
1998 Director Plan, new non-employee directors of the Company who are first
elected or appointed to the Board to fill new directorships or vacancies will
automatically be granted, on a one-time basis on the date of their election or
appointment, non-qualified options to purchase 25,000 shares of Common Stock, at
an exercise price equal to the closing market price of the Common Stock on the
date of grant. The 1998 Director Plan further provides that, on January 5 of
each year, each non-employee director will automatically be granted additional
options to purchase 10,000 shares, with an exercise price equal to the closing
market price on the date of grant. The one-time option grants become exercisable
each month on a cumulative basis with respect to 2.78% of the total shares
covered by each such option, commencing one month after the date of grant and
terminating five years after the date of grant. Each annual option grant
becomes exercisable in full six months after its date of grant and terminates
five years after its date of grant.
On December 7, 1998, the Company and Fred G. Moore, a director of the
Company, entered into a Consulting Agreement (the "December 7 Agreement")
that terminated on March 31, 1999. Pursuant to the December 7 Agreement, Mr.
Moore consulted with and assisted the Company in providing professional
marketing services with respect to certain of the Company's products. In
consideration for his services, Mr. Moore received an option, pursuant to a
non-statutory stock option agreement dated December 7, 1998, to purchase up
to 100,000 shares of the Common Stock of the Company at an exercise price of
$0.65625 per share. None of the options granted have vested at this time.
Although the December 7 Agreement expired on March 31, 1999, the options will
vest with respect to all of the shares if the Company and one or more of
certain identified companies have executed, on or before June 30, 1999, one
or more OEM licensing agreements with an estimated total value of $5,000,000
during the term of the OEM licensing agreement and any extensions thereto
through December 31, 2000, with respect to the Company's products and
services as a direct result of Mr. Moore's efforts. If the total value of
such OEM licensing agreements is less than $5,000,000, the number of shares
purchasable under such option shall be proportionally reduced. To the extent
exercisable, such option shall remain exercisable until December 31, 2000.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Almog and Mr. Lucas served as members of the Compensation Committee of
the Board of Directors during 1998. On December 15, 1998, Mr. Lucas, through
a trust with respect to which he is deemed the beneficial owner, participated
in the private placement by the Company to certain investors of 3,000,000
shares of Common Stock and warrants to purchase an additional 3,000,000
shares. Pursuant to this private placement, Mr. Lucas purchased a total of
75,000 shares of Common Stock at a price of $1.00 per share and received
warrants to purchase an additional 75,000 shares of Common Stock at an
exercise price of $3.50 per share. The warrants are exercisable until
December 15, 2003.
10
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table contains information, as of April 9, 1999, regarding the
beneficial ownership of Common Stock of the Company, its only class of voting
securities, by each person known by the Company to own more than 5% of such
outstanding shares, each director, each of the executive officers named in the
summary compensation table, certain other executive officers, and the current
directors and executive officers of the Company as a group (consisting of nine
persons). Except as otherwise indicated, the stockholders listed in the table
have sole voting and investment power with respect to the shares indicated.
Shares subject to options exercisable within 60 days are treated as outstanding
only when determining the amount and percentage owned by such individual or
entity.
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
--------- ----------
NAME SHARES CLASS
---- ------ -----
<S> <C> <C>
Joseph R. Canion 4,281,500(1) 20.4%
CORAL Entities 1,105,191(2) 5.8%
Yuval Almog 1,266,097(3) 6.7%
Tom R. Dillon 37,268(4) *
Donald L. Lucas 357,244(5) 1.9%
Fred G. Moore 31,812(6) *
John J. Mitcham 1,197,810(7) 6.2%
J. David Cabello 855,000(8) 4.4%
Kathleen H. Clark 400,000(9) 2.1%
Alexander H. Frey 345,939(10) 1.7%
Charles E. Pearsall 184,742(11) 1.0%
Jeff A. Stewart 70,197(12) *
All current directors and executive officers
as a group (9 persons) 4,675,912(13) 23.5%
</TABLE>
- ---------------
* Less than 1%.
(1) As reported in a Schedule 13D, dated December 23, 1998, filed with the
Securities and Exchange Commission. Includes warrants issued December 15,
1998 to purchase 2,000,000 shares at $3.50 per share, expiring December 15,
2003. Mr. Canion's address is 5 Post Oak Park, Suite 1655, Houston, TX
77027.
(2) As reported in a Schedule 13G, dated February 3, 1998, filed with the
Securities and Exchange Commission, 838,525 shares are held of record by
Coral Partners I - Superior, a Minnesota limited partnership ("CPI"), and
266,666 shares are held of record by Coral Partners II, a limited
partnership ("CP II"). Coral Management Partners I, a limited partnership
("CMP I"), is the general partner of CP I, and Coral Management
Partners II, a limited partnership ("CMP II"), is the general partner of
CP II. CMP I and CMP II each have the following three general partners:
Yuval Almog, Peter H. McNerney and Linda L. Watchmaker. Pursuant to
Rule 13d-3 of the Securities Exchange Act of 1934, each of Mr. Almog,
Mr. McNerney and Ms. Watchmaker may be deemed to share beneficial
ownership with respect to such shares; however, as set forth in their
Schedule 13G, these three individuals disclaim beneficial ownership except
to the extent of their pecuniary interests in the limited partnerships
CMP I and CMP II. The address of the CORAL Entities is 60 South
Sixth Street, Suite 3510, Minneapolis, MN 55402.
(3) Includes 1,105,191 shares beneficially owned by CMP I and CMP II with
respect to which Mr. Almog may be deemed to share beneficial ownership.
Mr. Almog, however, disclaims beneficial ownership except to the extent of
his pecuniary interest in the limited partnerships CMP I and CMP II. Also
includes options to purchase 50,000 shares that are exercisable on or
before June 8, 1999. Mr. Almog's address is the same as CORAL Entities
above.
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(4) Includes options to purchase 8,335 shares that are exercisable on or before
June 8, 1999.
(5) Includes 52,244 shares held by the Donald L. Lucas & Lygia S. Lucas Trust
DTD 12-3-84 and 190,000 shares held by the Donald L. Lucas Profit Sharing
Trust DTD 1-1-84. Also includes options to purchase 40,000 shares that are
exercisable on or before June 8, 1999. Also includes warrants issued
December 15, 1998 to purchase 75,000 shares at $3.50 per share, expiring
December 15, 2003.
(6) Includes options to purchase 6,251 shares that are exercisable on or before
June 8, 1999.
(7) Includes options to purchase 166,369 shares that are exercisable on or
before June 8, 1999. Mr. Mitcham's address is 2905 Northwest Boulevard,
Suite 20, Plymouth, Minnesota 55441.
(8) Includes warrants issued December 15, 1998 to purchase 250,000 shares at
$3.50 per share, expiring December 15, 2003.
(9) Includes warrants issued December 15, 1998 to purchase 50,000 shares at
$3.50 per share, expiring December 15, 2003.
(10) Includes options to purchase 127,500 shares that are exercisable on or
before June 8, 1999.
(11) Includes options to purchase 85,500 shares that are exercisable on or
before June 8, 1999.
(12) Includes options to purchase 37,250 shares that are exercisable on or
before June 8, 1999.
(13) Includes options to purchase 483,955 shares that are exercisable on or
before June 8, 1999 and 375,000 shares of Common Stock issuable upon the
exercise of outstanding warrants.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
INVESTORS AGREEMENT
In connection with a private placement to certain investors of the Company's
Common Stock in December 1998 (the "1998 Private Placement"), the Company, the
purchasers in the 1998 Private Placement (the "Purchasers"), and John Mitcham,
the Company's Chief Executive Officer, entered into an Investors Agreement,
dated effective as of December 7, 1998 (the "Investors Agreement"). Among other
provisions, the Investors Agreement (a) provides the Purchasers with certain
demand and "piggyback" registration rights; (b) provides the Purchasers with
certain rights of first refusal to acquire a pro-rata portion of securities sold
or issued by the Company in certain future private placement financings; (c)
provides the Purchasers with rights of co-sale in the event that Mr. Mitcham
desires to sell Voting Securities (as defined in the Investors Agreement) under
certain circumstances; and (d) provides that, as long as Rod Canion (one of the
Purchasers) or his immediate family members and trusts and entities established
for their benefit holds at least one-third of the Voting Securities acquired in
connection with the 1998 Private Placement, the Company will use its best
efforts to cause Mr. Canion, or his designee ("the Investors' Nominee"), to be
elected to the Board of Directors of the Company. The Investors' Nominee will
have the option of choosing when to accept election. Prior to accepting
election, the Investors Nominee will not be permitted to vote, but will be
allowed to attend board meetings as a visitor. Mr. Canion has not yet chosen to
submit a candidate for election to the Board of Directors.
In connection with the 1998 Private Placement, each Purchaser agreed not to
offer, sell or otherwise transfer any securities acquired pursuant to the 1998
Private Placement without the prior approval of the Board of Directors except
(i) pursuant to a public offering registered under the Securities Act of 1933,
as amended (the "Act"), (ii) pursuant to Rule 144 of the Act, (iii) pursuant to
a transaction that effects a broad distribution of the Company's securities
without resulting in an acquiring person holding more than 3% of the voting
securities of the Company, (iv) transfers to certain related parties or (v) bona
fide pledges to institutional lenders for money borrowed. The Purchasers also
agreed to not solicit proxies or become a participant in a solicitation of
proxies in opposition to the recommendation of the majority of the directors of
the Company with respect to the election of directors.
In connection with the 1998 Private Placement, each director and officer of the
Company entered into a lock-up agreement (collectively, the "Lock-Up
Agreements"), pursuant to which each such person agreed that, until the earlier
of June 30, 2000 or three months after the date on which the Company's storage
management software has been licensed for commercial use for 90 days, such
person will not, without the prior written consent of the Purchasers holding a
majority of the shares sold by the Company in the Private Placement, and subject
to certain exceptions, sell or otherwise dispose of Common Stock or rights to
acquire Common Stock.
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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.
TRICORD SYSTEMS, INC.
Dated: May 10, 1999 By: /s/ John J. Mitcham
--------------------------------------
John J. Mitcham
President and Chief Executive Officer
(executive officer)
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