<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM 10-K/A
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[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, or
[ ] 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: 0-20046
RESOUND CORPORATION
(Exact name of Registrant as specified in its charter)
California 77-0019588
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
220 Saginaw Drive, Seaport Centre, Redwood City, California 94063
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (650) 780-7800
----------------------------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value per share
Preferred Share 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 [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 the 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 was approximately $53,116,000 as of February 26, 1999, based upon the
closing sale price on the Nasdaq National Market reported for such date. Shares
of common stock held by each officer and director and by each person who owns 5%
or more of the outstanding common stock have been excluded in that such persons
may be deemed to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.
There were 20,846,169 shares of the Registrant's common stock issued and
outstanding as of February 26, 1999.
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The Registrant hereby amends Part III of its Form 10-K for the fiscal year ended
December 31, 1998 filed with the Securities and Exchange Commission on March 30,
1999 for the purpose of providing required disclosure that was formerly intended
to be incorporated be reference into its Form 10-K from a definitive proxy
statement filed within 120 days after the end of its fiscal year pursuant to
Regulation 14A.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The names of the Company's executive officers and directors and certain
information about them as of March 26, 1999, are set forth below:
<TABLE>
<CAPTION>
Name Age Position
--- --- --------
<S> <C> <C>
Russell D. Hays............... 54 President, Chief Executive Officer and
Director
Laureen De Buono.............. 41 Executive Vice President and Chief Operating
Officer
John H. Giroux................ 54 Senior Vice President and President, ReSound
North America
Peter Nolan................... 44 Senior Vice President, Worldwide Operations
David S. Thrower.............. 34 Senior Vice President, Global Marketing
Robert D. Luttrell............ 39 Vice President and Chief Financial Officer
Edward Lopez.................. 39 Vice President, Business Development,
General Counsel and Secretary
Chaslav V. Pavlovic........... 50 Vice President, Research and Development
Michael P. Downey............. 50 Chairman of the Board, Artisoft, Inc.
Richard L. Goode, M.D......... 63 Professor of Otolaryngology at Stanford
University School of Medicine
Eugene Kleiner................ 75 Private investor and consultant
Rodney Perkins, M.D........... 62 Chairman of the Board of Directors of the
Company; a practicing otologic surgeon;
President of the California Ear Institute at
Stanford, a clinic specializing in the
diagnosis and treatment of hearing
disorders; President of Project HEAR, a
non-profit research organization; and
Professor of Surgery, Stanford University
School of Medicine
Philip S. Schlein........... 64 Venture partner of BHMS Partners LP, a
general partner of U.S. Venture Partners, a
venture capital firm
Robert C. Wilson............ 78 Chairman of Wilson & Chambers, a venture
capital and consulting firm
</TABLE>
Except as set forth below, each executive officer and member of the
board of directors has been engaged in the principal occupation set forth next
to his or her name above during the past five years. There is no family
relationship between any director and executive officer of the Company.
Mr. Hays joined ReSound as President and Chief Executive Officer, and
was elected to its Board of Directors, in February 1998. From 1995 to 1998, Mr.
Hays served as Executive Vice President and President of the Hospital Business
of Nellcor Puritan Bennett, a medical device company that develops
<PAGE> 3
and markets products that diagnose, monitor and treat respiratory disorders.
From 1992 to 1995, Mr. Hays served as President and Chief Executive Officer of
Enzytech, Inc., a company that develops and markets drug delivery technologies.
From 1985 to 1992, Mr. Hays held senior management positions with Baxter
Healthcare Corporation, most recently as Vice President and General Manager of
the Immunotherapy Division of Baxter Biotech, and before that in the areas of
strategic planning and business development, marketing and business development,
and technology assessment and development. Prior to this, he held various
positions with Stryker Corporation, Baxter Travenol Labs, Inc., Amerace
Corporation, Reynolds Products, Inc., and Schaub Engineering Company. Mr. Hays
holds an M.B.A. from the J.L. Kellogg Graduate School at Northwestern University
and a B.S. in Physics from Elmhurst College.
Ms. DeBuono joined the Company in October 1998 as Executive Vice
President, Chief Operating Officer and Chief Financial Officer. With the
addition of Robert D. Luttrell as Vice President, Chief Financial Officer in
February 1999, Ms. DeBuono no longer serves as Chief Financial Officer. Before
joining the Company, Ms. DeBuono was Executive Vice President, Human Resources,
General Counsel and Secretary at Nellcor Puritan Bennett from 1994 to 1998 and
served as General Counsel and Secretary at Nellcor Puritan Bennett from April
1992 to June 1994. Prior to joining Nellcor Puritan Bennett, Ms. DeBuono was
Division and Corporate Counsel with the Clorox Company, a diversified consumer
products company, from 1987 to 1992 and Corporate Counsel with Varian
Associates, Inc., an electronics device company, from 1984 to 1987. Ms. DeBuono
holds a B.A from Duke University, an M.A. from Stanford University and a J.D.
from New York University.
Mr. Giroux joined the Company in January 1991 as Vice President,
Marketing. He was elected Vice President, Sales and Marketing in December 1991
and in June 1993 was promoted to Senior Vice President, Sales and Marketing. In
January 1996, he was elected Senior Vice President of the Company and President
of ReSound U.S.A (subsequently changed to ReSound North America). Mr. Giroux has
27 years of experience in the marketing of consumer health care products. Before
joining the Company, Mr. Giroux was Vice President of Marketing for Allergan
Optical at Allergan, Inc., from February 1988 to June 1990. Prior to joining
Allergan, Inc., Mr. Giroux was Vice President at Ogilvy & Mather Worldwide, an
advertising firm, from July 1984 to February 1988. Prior to July 1984, Mr.
Giroux was Vice President, Sales and Marketing of the Consumer Products Division
of G.D. Searle and Company, a pharmaceutical company. Mr. Giroux holds a B.A. in
economics from Providence College.
Mr. Nolan joined the Company in June 1994 as General Manager of ReSound
Ireland Ltd. He was named Vice President of Manufacturing in December 1995 and
was promoted to Senior Vice President of Worldwide Operations in October 1998.
Before joining the Company, Mr. Nolan was General Manager of Wang Laboratories
Ireland B.V., the European manufacturing and distribution headquarters for Wang,
from 1992 until June 1994 and held other senior management positions with that
company, which he joined in 1984. Mr. Nolan has also held various manufacturing
and engineering positions with Digital Equipment International B.V., Atari Ltd.,
Varian Instruments Ltd., and Westinghouse Electronics Ltd. Mr. Nolan holds a
Bachelor of Technology Production Engineering from the University of Limerick,
Ireland.
Mr. Thrower joined ReSound in July 1998 as Senior Vice President of
Global Marketing. In December 1998, Mr. Thrower's role was expanded to include
responsibility for ReSound Communications. Before joining ReSound, Mr. Thrower
served as Vice President of Quattro Consulting, Inc., a management consulting
firm exclusively focused on the medical device and technology industries, from
1993 to 1998. Prior to joining Quattro Consulting, Inc., Mr. Thrower was a
consultant at Bain & Company, from 1986 to 1990 and again from 1992 to 1993. Mr.
Thrower holds an MBA from Harvard
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Graduate School of Business Administration and a BS in Mathematical and
Computational Sciences from Stanford University.
Mr. Luttrell joined ReSound in February 1999 as Vice President and Chief
Financial Officer. Before joining the Company, Mr. Luttrell served as Corporate
Controller for Nellcor Puritan Bennett from 1995 until January 1999, and held
other financial management positions since joining that company in 1990. From
1987 to 1990, Mr. Luttrell held various financial management positions with
Applied Biosystems, a supplier of life sciences analytical instrumentation and
consumables. Mr. Luttrell also held financial management positions with
Fairchild Semiconductor from 1985 to 1987 and worked on the audit staff of
Arthur Young and Company from 1983 through 1985. Mr. Luttrell holds a B.S.
degree in business from San Francisco State University and is a Certified Public
Accountant in California.
Mr. Lopez joined ReSound in June 1998 as Vice President, Business
Development and General Counsel. In December 1998, Mr. Lopez was elected to the
office of Secretary of the Company. Prior to joining ReSound, Mr. Lopez was
Corporate Counsel and Senior Corporate Counsel with Nellcor Puritan Bennett from
October 1993 to February 1998. From 1987 until joining Nellcor Puritan Bennett
in 1993, Mr. Lopez worked with Morrison & Foerster, an international law firm
headquartered in San Francisco, California, where he focused his practice on
general corporate, mergers and acquisition, securities and finance matters. Mr.
Lopez received a J.D. from the Harvard Law School in 1985 and an A.B. in
economics and political science from Columbia University in 1982. Mr. Lopez is a
member of the Corporate Law Departments Committee of the Business Law Section of
the State Bar of California.
Mr. Pavlovic joined the Company in February 1994 as Vice President of
Research. In December 1996, he was promoted to Vice President for Research and
Development. Before joining the Company, Dr. Pavlovic was Associate Professor of
Audiology at the University of Iowa from December 1985 through February 1993;
Professor of Audiology at the University of Provence, France, from March 1993 to
June 1998; and a Coordinator of the European project EURAUD (European
Audiological Tests and Station); Chair, American National Standards Institute
S3-79 Writing Group (Calculation of the Articulation Index); USA representative
to the International Standards Organization ISO/TC 43/SC1; Coordinator of the
Overall Quality Assessment Subgroup, European Consortium for Speech Assessment
Methods (SAM, Project Esprit); Coordinator of participating French laboratories
on projects TIDE and OSCAR (pattern extraction hearing aids); Member, American
National Standards institute S12-8 Writing Group (rating noise with respect to
speech interference); Member of the Editorial Board, Acoustics; Staff Editor,
Journal D'Acoustique; Board of Directors, Journal D'Acoustique; and Member,
Technical Committee on Speech Communication, Acoustical Society of America. Dr.
Pavlovic has produced more than 50 publications and over 60 major international
presentations. Dr. Pavlovic has a Ph.D. in Audiology from Wichita State
University, and an M.S. and B.S. in Electrical Engineering from Salford
University, England and the University of Belgrade, Yugoslavia, respectively.
Mr. Downey has served as a director of the Company since October 1998.
From 1989 until November, 1997, Mr. Downey served as the senior financial
executive of Nellcor Puritan Bennett. From 1984 to 1986, he was Vice President
of Finance with Shugart Corporation, a manufacturer of disk drives. He currently
serves as Chairman of the Board of Artisoft, Inc., a networking and computer
telephony company, and as a member of the Board of Directors of Emulex
Corporation, a publicly traded company engaged in the design and manufacture of
both software- and hardware-based network access products.
Dr. Goode is a founder of the Company and has served as a director since
February 1984. Dr. Goode is Professor of Otolaryngology -- Head and Neck Surgery
at Stanford University School of Medicine and is the past president of the
American Academy of Otolaryngology. Dr. Goode was formerly
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<PAGE> 5
President of the American Academy of Facial Plastic and Reconstructive Surgery
as well as Chairman of the FDA's Device Panel for Otolaryngology. Dr. Goode has
conducted extensive medical research on electromagnetic transduction and
biosurgical devices since the early 1970s. Dr. Goode received his M.D. from the
University of Southern California and his B.A. from the University of California
at Santa Barbara.
Mr. Kleiner is a founder of the Company and has served as a director
since January 1985. Mr. Kleiner is a private investor and consultant. Mr.
Kleiner is also a member of the advisory board of Paine Webber R&D Development
Corporation. Mr. Kleiner was a founder of Fairchild Semiconductor Corporation,
Tandem Computers Inc. (where he also served previously as a director), Genentech
Inc. and Kleiner Perkins Caufield & Byers. He holds an M.I.E. from New York
University and a B.M.E. and an honorary doctorate in engineering from the
Polytechnic University.
Dr. Perkins is a founder of the Company and has been the Chairman of the
Board of Directors since the Company's inception in 1984. Dr. Perkins also
served as the President and Chief Executive Officer of the Company from 1984 to
July 1988. Dr. Perkins, a specialist in otologic surgery, is President of the
California Ear Institute at Stanford and has been in private practice since
1968. He is Professor of Surgery at Stanford University School of Medicine, and
is the founder and President of Project HEAR, a nonprofit medical institute for
ear research and education. He is also a founder of Collagen Corporation, a
biomaterials company, and a founder of Laserscope, a surgical systems company.
Dr. Perkins was formerly Chairman of the Board of Laserscope and remains a
director of Laserscope. Dr. Perkins received his M.D. from Indiana University
School of Medicine and his undergraduate degree from Indiana University.
Mr. Schlein has served as a director of the Company since January 1988.
Mr. Schlein has been a general partner, and subsequently a venture partner, of
BHMS Partners, L.P., a general partner of U.S. Venture Partners, a venture
capital firm, since April 1985. Mr. Schlein held various executive positions
with R. H. Macy & Co., Inc. from 1957 to 1973 and was President and Chief
Executive Officer of Macy's California division from 1974 to 1985. Additionally,
Mr. Schlein has previously served as a director of Apple Computer, Inc. and
currently serves as a director of Ross Stores, Inc., Burham Pacific and Quick
Response Services. Mr. Schlein received his B.S. from the University of
Pennsylvania.
Mr. Wilson has served as a director of the Company since August 1987.
Mr. Wilson has been Chairman of Wilson & Chambers, a venture capital and
consulting firm, since December 1982. Mr. Wilson was President, Chief Executive
Officer and Chairman of the Board at Memorex Corporation from 1974 until 1980.
From 1971 to 1974, Mr. Wilson was President and Chief Executive Officer of
Collins Radio Company, a communications company. From 1969 to 1971, Mr. Wilson
was employed by Rockwell International, a diversified manufacturing company,
first as President of Commercial Products and later as Executive Vice President.
He is currently a director of Carco Electronics, DataLink Systems Corporation,
Giga-Tronics Incorporated and Spectrian Corporation. Mr. Wilson has previously
served as a director of several corporations, including Chrysler Corporation,
GAF Corporation, Rockwell International and Western Digital Corporation. Mr.
Wilson holds a B.S. from the University of California at Berkeley.
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the securities laws of the United States, the Company's directors,
its executive officers and any persons holding more than ten percent of the
Company's Common Stock are required to report their initial ownership of the
Company's Common Stock and any subsequent changes in that ownership to the
Securities and Exchange Commission ("SEC"). Specific filing deadlines for these
reports have been established, and the Company is required to disclose in this
Form 10-K/A any failure to file by these dates during 1998.
To the best of the Company's knowledge, all of these filing requirements
have been satisfied. In making this statement, the Company has relied solely on
written representations of its directors and executive officers and any ten
percent holders and copies of the reports that they filed with the SEC.
ITEM 11. EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS
Non-employee members of the Board of Directors receive a quarterly fee
of $3,000, $1,000 for each meeting of the Board of Directors attended and $500
for each committee meeting attended, with committee chairpersons receiving $625
for each committee meeting attended. In addition, non-employee members of the
Board of Directors receive options to purchase shares of the Company's Common
Stock pursuant to its 1992 Directors' Stock Option Plan (the "Directors' Option
Plan"). The Directors' Option Plan provides for the grant of nonstatutory stock
options to non-employee directors of the Company at an exercise price not less
than the fair market value of the Company's Common Stock on the date of grant.
Under the Directors' Option Plan, persons who first become non-employee
directors after March 31, 1992 are granted an option (the "First Option") to
purchase 20,000 shares of the Company's Common Stock on the date he or she first
becomes a director. Thereafter, on the last day of each fiscal year, each
non-employee director (including directors who were not eligible for a First
Option) is granted an option to purchase 5,000 shares of Common Stock (an
"Annual Option") if, on such date, he or she has served on the Company's Board
of Directors for at least six months. The Directors' Option Plan provides that
the First Option becomes exercisable in installments of twenty-five percent of
the shares subject to the First Option on each of the first, second, third and
fourth anniversaries of the date of grant of the First Option, and that each
Annual Option becomes exercisable at a rate of 25% per year over four years.
In 1998, the Company paid Dr. Perkins and Dr. Goode $48,000 and $12,000,
respectively, pursuant to consulting arrangements under which Dr. Perkins and
Dr. Goode provided marketing, product development and financial consulting
services to the Company. On January 28, 1998, the Stock and Option Committee of
the Company's Board of Directors granted Dr. Perkins an option to purchase
25,000 shares of the Company's Common Stock pursuant to the Company's 1988 Stock
Option Plan, as amended. This option is subject to vesting over a four-year
period beginning on January 1, 1998, with 1/8th of the shares subject to the
option vesting at the end of six months from that date and 1/48th of the total
number of shares vesting at the end of each month thereafter. On October 23,
1998, the Human Resources Committee of the Company's Board of Directors granted
Dr. Perkins an option to purchase 25,000 shares of the Company's Common Stock
pursuant to the Company's 1997 Stock Plan. This option is subject to vesting
over a four-year period beginning on January 1, 1999, with 1/8th of the shares
subject to the option vesting at the end of six months from that date and 1/48th
of the total number of shares vesting at the end of each month thereafter. See
"Human Resources Committee Interlocks and Insider Participation" for additional
information with respect to Dr. Perkins and the California Ear Institute at
Stanford and SoundPort Corporation.
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CHANGE OF CONTROL AGREEMENTS
In 1997, the Board of Directors authorized the entering into by the
Company of Change of Control Agreements with its executive officers (the "Change
of Control Agreements"). The Change of Control Agreements, as amended in 1998,
provide that if, within two years of a Change of Control of the Company (as
defined below), an executive officer is terminated other than for cause or
resigns as a result of certain actions by the Company (such as a demotion or
reduction in pay), then the executive officer shall receive: (1) a certain
percent of the Target Incentive Award (as such term is defined below) based on
the date of the termination, (2) a lump sum equal to two times the sum of the
executive officer's base annual salary plus the Target Incentive Award, (3)
continuation of health, dental and life insurance benefits for two years, (4)
full acceleration of vesting of options or shares of restricted stock held by
the executive officer and (5) certain outplacement and career counseling
services. For purposes of the Change of Control Agreements, a Change of Control
of the Company means (1) a transaction or series of transactions that results in
any person acquiring more than 25% of the Company's voting stock, (2) the
departure of two or more incumbent directors where such directors' replacements
are not unanimously approved by the Company's Board of Directors, (3) certain
shareholder-approved mergers and consolidations and (4) the liquidation or
dissolution of the Company. For purposes of the Change of Control Agreements,
the Target Incentive Award equals the base salary of the executive officer in
question multiplied by the maximum potential bonus percentage for such officer
under the Company's incentive compensation plan.
HUMAN RESOURCES COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
There are currently no employee directors serving on the Human Resources
Committee of the Company's Board of Directors. The following non-employee
directors currently serve on the Human Resources Committee: Philip S. Schlein,
Richard L. Goode, M.D. and Rodney Perkins, M.D.
Dr. Rodney Perkins is currently the Chairman of the Board of Directors
of the Company and also served as the Company's President and Chief Executive
Officer from 1984 to July 1988. In 1998, the Company paid Dr. Perkins $48,000
related to consulting services beyond his current responsibilities as Chairman
of the Board of Directors. On January 28, 1998, the Stock and Option Committee
of the Company's Board of Directors granted Dr. Perkins an option to purchase
25,000 shares of the Company's Common Stock pursuant to the Company's 1988 Stock
Option Plan, as amended. This option is subject to vesting over a four-year
period beginning on January 1, 1998, with 1/8th of the shares subject to the
option vesting at the end of six months from that date and 1/48th of the total
number of shares vesting at the end of each month thereafter. On October 23,
1998, the Human Resources Committee of the Company's Board of Directors granted
Dr. Perkins an option to purchase 25,000 shares of the Company's Common Stock
pursuant to the Company's 1997 Stock Plan. This option is subject to vesting
over a four-year period beginning on January 1, 1999, with 1/8th of the shares
subject to the option vesting at the end of six months from that date and 1/48th
of the total number of shares vesting at the end of each month thereafter. Dr.
Perkins is also President of the California Ear Institute at Stanford ("CEI"), a
medical clinic specializing in the diagnosis and treatment of hearing disorders
that served as a site for clinical trials of the Company's products. In 1998,
the Company had net sales of approximately $149,000 to CEI, representing an
immaterial percentage of the Company's total net sales in 1998. At December 31,
1998, accounts receivable from CEI were approximately $30,200, representing an
immaterial percentage of the Company's accounts receivable balance at December
31, 1998. In addition, Dr. Perkins is President and Chief Executive Officer of
SoundPort Corporation ("SoundPort"), a company specializing in the development
and sale of implantable hearing enhancement devices
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("IHEDs"). Pursuant to a License Agreement entered into as of February 21, 1997,
the Company granted to SoundPort exclusive, royalty-free, worldwide licenses to
use certain Company technology for the development and sale of IHEDs. In
consideration of these licenses, SoundPort has issued to the Company 975,000
shares of Series A Preferred Stock and a warrant which permits the Company to
maintain its equity interest in SoundPort at certain specified levels. Dr.
Perkins is a member of the Human Resources Committee of the Board of Directors
of Laserscope, a surgical systems company. The Company and Laserscope have not
conducted any business with each other in the past, and the Company does not
presently anticipate doing so in the future.
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COMPENSATION OF EXECUTIVE OFFICERS
The following table shows the compensation received by the Company's
Chief Executive Officer and the four other most highly compensated executive
officers of the Company whose total annual salary and bonus exceeded $100,000
for 1998, and, where relevant, the compensation received by each such individual
for the two prior years. In addition, the following table shows the compensation
received by the Company's former Chief Executive Officer and two other former
executive officers whose total annual salary and bonus would have exceeded
$100,000 for 1998 had they remained employed by the Company, and the
compensation received by each such individual for the two prior years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION SECURITIES
NAME AND PRINCIPAL ---------------------------------------------- OTHER UNDERLYING
POSITION YEAR SALARY($)(1) BONUS($)(2)(3) COMPENSATION(#) OPTIONS (SHARES)(4)
------------------ -------- ------------ -------------- --------------- ---------------------
<S> <C> <C> <C> <C> <C>
Russell D. Hays(5).................... 1998 320,385 -- 209,054(6) 400,000(24)
President and Chief
Executive Officer
Peter Riepenhausen(7)................. 1998 42,327 -- 328,611(8) --
Former President and 1997 341,919 -- 2,112 550,000
Chief Executive Officer 1996 322,893 -- -- 50,000
Laureen DeBuono(9).................... 1998 63,462 157,450(10) 246,000(11) 256,250
Executive Vice President and
Chief Operating Officer
John H. Giroux........................ 1998 199,770 67,108 7,338(12) --
Senior Vice President and 1997 185,011 -- 7,200(13) 106,771
President, ReSound North America 1996 169,483 25,000 -- 25,000
Chaslav V. Pavlovic................... 1998 165,786 15,000 -- --
Vice President, 1997 156,744 -- -- 76,750
Research and Development 1996 146,225 -- -- 17,750
Peter Nolan........................... 1998 146,913 13,517 42,570(14) 42,500
Senior Vice President, 1997 141,831 15,331 13,763(15) 47,750
Worldwide Operations 1996 130,370 44,644 14,620(16) 17,750
Andreas Joder(17)..................... 1998 192,200 20,400 9,152(18) --
Former Senior Vice 1997 196,784 -- 6,268(19) 100,000
President Operations 1996(20) 133,980 -- -- --
Stephan Becker-Vogt(21)............... 1998 221,806 -- 400,000(22) --
former Senior Vice President and 1997 205,376 -- 13,526(23) 156,250
Executive Vice President of 1996 219,371 -- -- 25,000
ReSound Europe
</TABLE>
- ------------
(1) Includes amounts deferred under the Company's 401(k) plan.
(2) Includes bonuses earned in the indicated year and paid in the subsequent
year. Excludes bonuses paid in the indicated year but earned in the
preceding year.
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(3) Executive officers are entitled to discretionary bonuses based on
individual and corporate performance. These bonuses are determined based
upon the recommendation of the Human Resources Committee of the Board of
Directors.
(4) Options were granted under the Company's 1988 Stock Option Plan. Data
for 1997 includes options reissued pursuant to a repricing of certain of
the Company's outstanding options.
(5) Mr. Hays commenced employment with the Company in February 1998.
(6) Mr. Hays received a relocation adjustment of $209,054 in 1998.
(7) Mr. Riepenhausen resigned from the Company effective as of February 2,
1998.
(8) Mr. Riepenhausen received severance payments totaling $328,611 in 1998
in partial satisfaction of the Company's severance obligations to Mr.
Riepenhausen.
(9) Ms. DeBuono commenced employment with the Company in October 1998.
(10) Consists of a signing bonus paid to Ms. DeBuono.
(11) Ms. DeBuono received consulting fees totaling $246,000 in 1998 prior to
commencing employment with the Company.
(12) Mr. Giroux received a $7,338 car allowance in 1998.
(13) Mr. Giroux received a $7,200 car allowance in 1997.
(14) Mr. Nolan received a $19,864 car allowance and a $22,706 relocation
adjustment in 1998.
(15) Mr. Nolan received a $13,763 car allowance in 1997.
(16) Mr. Nolan received a $14,620 car allowance in 1996.
(17) Mr. Joder resigned from the Company in October, 1998.
(18) Mr. Joder received a $9,152 car allowance in 1998.
(19) Mr. Joder received a $6,268 car allowance in 1997.
(20) Mr. Joder commenced employment with the Company in April 1996.
(21) Mr. Becker-Vogt resigned as Senior Vice President and Executive Vice
President of Resound Europe in December 1998.
(22) Mr. Becker-Vogt received a $400,000 severance payment in December 1998.
(23) Mr. Becker-Vogt received a $13,526 car allowance in 1997.
(24) In addition to a stock option, Mr. Hays was also granted the
right to purchase 100,000 shares of the Company's Common Stock at a
purchase price at $0.01 per share. Based on the closing market price of
the Company's Common Stock on the date Mr. Hays was granted this right
to purchase, these shares had a value of approximately $543,000. Such
shares are subject to a repurchase option in favor of the Company in the
event Mr. Hays ceases to be an employee of the Company. Such repurchase
option will lapse in full on January 19, 2001 provided that Mr. Hays is
employed by the Company on that date. Mr. Hays' restricted stock grant
represents all of the restricted stock holdings as of December 31, 1998.
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STOCK OPTION GRANTS IN 1998
The following table sets forth information for the executive officers
named in the Summary Compensation Table with respect to grants of options to
purchase Common Stock of the Company made in 1998.
<TABLE>
<CAPTION>
POTENTIAL
INDIVIDUAL GRANTS REALIZABLE
------------------------------------------------------- VALUE AT ASSUMED
NUMBER OF ANNUAL RATES OF
SECURITIES PERCENT OF STOCK PRICE
UNDERLYING TOTAL OPTIONS APPRECIATION FOR
OPTIONS GRANTED TO EXERCISE OPTION TERM(2)
GRANTED EMPLOYEES IN PRICE EXPIRATION --------------------
NAME (SHARES) FISCAL YEAR(1) (PER SHARE) DATE 5%($) 10%($)
- ---- ---------- -------------- ----------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Russell D. Hays............. 400,000 29.8% $5.06 1/28/03 $445,960 $962,339
Peter Riepenhausen.......... -- -- -- -- -- --
Laureen DeBuono............. 6,250 0.5% $6.50 5/21/03 $ 9,701 $ 21,101
250,000 18.6% $5.41 10/23/03 $357,803 $786,833
Chaslav V. Pavlovic......... -- -- -- -- -- --
John H. Giroux.............. -- -- -- -- -- --
Peter Nolan................. 7,500 0.6% $5.00 7/23/03 $ 9,348 $ 20,423
35,000 2.6% $5.41 10/23/03 $ 50,092 $110,157
Andreas Joder............... -- -- -- -- -- --
Stephan Becker-Vogt......... -- -- -- -- -- --
</TABLE>
- ----------
(1) The Company granted options to employees to purchase an aggregate of
1,394,323 shares of Common Stock during 1998.
(2) Potential realizable values are reported net of the option exercise
price but before taxes associated with exercise. These amounts represent
certain assumed rates of appreciation only. Actual realized gains, if
any, on stock option exercises are dependent on future performance of
the Company's Common Stock, as well as the optionee's continued
employment through the vesting period.
-10-
<PAGE> 12
AGGREGATED OPTION EXERCISES IN 1998
AND YEAR-END OPTION VALUES
The following table sets forth information for the executive officers
named in the Summary Compensation Table with respect to exercises in 1998 of
options to purchase Common Stock of the Company.
<TABLE>
<CAPTION>
VALUE OF
UNEXERCISED
NUMBER OF IN-THE-MONEY
SECURITIES UNDERLYING OPTIONS
NUMBER OF UNEXERCISED OPTIONS AT FISCAL YEAR
SHARES AT FISCAL YEAR END END($)
ACQUIRED ON VALUE (EXERCISABLE/ (EXERCISABLE/
NAME EXERCISE REALIZED($)(1) UNEXERCISABLE) UNEXERCISABLE)(2)
- ---- ----------- -------------- --------------------- -----------------
<S> <C> <C> <C> <C>
Russell D. Hays............. -- -- 91,665/308,333 --
Peter Riepenhausen.......... -- -- 437,499/112,500 --
Laureen DeBuono............. -- -- 16,666/239,584 --
John H. Giroux.............. -- -- 69,477/ 37,919 2,031/--
Chaslav V. Pavlovic......... -- -- 51,790/ 24,959 --
Peter Nolan................. -- -- 38,394/126,856 --
Andreas Joder............... -- -- 47,916/ 52,083 --
Stephan Becker-Vogt......... -- -- 104,303/ 51,945 --
</TABLE>
- ----------
(1) Value realized is calculated based on the closing price of the Company's
Common Stock as reported on the Nasdaq Stock Market on the date of
exercise minus the exercise price of the option, and does not
necessarily indicate that the optionee sold such stock.
(2) Based on the closing price of the Company's Common Stock as reported on
the Nasdaq Stock Market on December 31, 1998 of $3.75 per share.
-11-
<PAGE> 13
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of the Company's Common
Stock as of December 31, 1998 as to (i) each person who is known by the Company
to beneficially own more than five percent of the Company's Common Stock, (ii)
each of the Company's directors, (iii) each of the executive officers named in
the Summary Compensation Table under Item 11 and (iv) all directors and
executive officers as a group.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
5% SHAREHOLDERS, DIRECTORS, OWNED(1)
NAMED EXECUTIVE OFFICERS ----------------------------
AND DIRECTORS AND EXECUTIVE PERCENT OF
OFFICERS AS A GROUP NUMBER TOTAL
- --------------------------- --------- ----------
<S> <C> <C>
Rockefeller & Company, Inc. ................ 1,571,670 7.6%
30 Rockefeller Plaza, 54th Floor
New York, NY 10112
T. Rowe Price Associates(2) ................ 1,146,116 5.5%
100 E. Pratt Street
Baltimore, MD 21202
Heartland Advisors, Inc. ................... 1,551,700 7.5%
790 North Milwaukee Street
Milwaukee, WI 53202
Stephan Becker-Vogt(3) ..................... 155,131 *
Laureen DeBuono(3) ......................... 27,083 *
Michael P. Downey .......................... 2,500 *
John H. Giroux(3) .......................... 81,554 *
Richard L. Goode, M.D.(3)(4) ............... 42,182 *
Russell D. Hays(3) ......................... 208,332 1.0%
Andreas Joder(3) ........................... 53,647 *
Eugene Kleiner(3)(4)(5) .................... 467,563 2.2%
Peter Nolan(3) ............................. 31,279 *
Chaslav V. Pavlovic(3) ..................... 56,816 *
Rodney Perkins, M.D.(3)(4)(6) .............. 822,080 3.9%
Peter Riepenhausen(3)(4)(7) ................ 615,832 2.9%
Philip S. Schlein(3)(8)..................... 24,250 *
Robert C. Wilson(3)(4) ..................... 146,521 *
All directors and executive officers
as a group (16 persons)(3)(5)(6)(7)(8)(9)... 2,784,349 13.4%
</TABLE>
- ----------
* Less than 1%.
(1) Except as indicated in the footnotes to this table and pursuant to
applicable community property laws, the persons named in this table have
sole voting and investment power with respect to all shares of
-12-
<PAGE> 14
Common Stock. The percent of total is calculated based upon 20,737,396
shares of Common Stock outstanding on December 31, 1998.
(2) These securities are owned by various individual and institutional
investors for which T. Rowe Price Associates, Inc. ("Price Associates")
serves as investment adviser with power to direct investments, power to
vote the shares or both. Price Associates is deemed to be a beneficial
owner of such shares; however, Price Associates expressly disclaims
beneficial ownership of such shares.
(3) Includes with respect to each named person the following number of
shares subject to stock options that are exercisable within 60 days of
December 31, 1998: Mr. Becker-Vogt, 111,789; Ms. DeBuono, 27,083; Mr.
Downey, 2,500; Mr. Giroux, 76,218; Mr. Goode, 12,813; Mr. Hays, 108,332;
Mr. Joder, 53,647; Mr. Kleiner, 17,500; Mr. Nolan, 31,279; Mr. Pavlovic,
55,049; Dr. Perkins, 80,290; Mr. Riepenhausen, 522,917; Mr. Schlein,
21,250; and Mr. Wilson, 60,312.
(4) Includes 17,582 shares subject to a warrant exercisable within 60 days
of December 31, 1998.
(5) Includes 5,000 shares held by the Eugene and Rose Kleiner Trust.
(6) Includes 114,333 shares held by Dr. Perkins as trustee of the Wayne
Calvin Perkins Trust.
(7) Includes 42,625 shares held by Peter Riepenhausen and Waltraud
Riepenhausen, as trustees of the Riepenhausen Family Trust. Mr.
Riepenhausen resigned from the position of President and Chief Executive
Officer effective February 2, 1998.
(8) Includes 3,000 shares held by M. Maher, W. Bowes, Jr., and Mr. Schlein,
Trustee, Presidio Management Group Profit Sharing and 401(k) Savings
Plan.
(9) Includes an aggregate of 87,910 shares subject to the warrants
described in footnote (4) held by Dr. Goode, Mr. Kleiner, Dr. Perkins,
Mr. Riepenhausen and Mr. Wilson.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Commencing in April 1997, the Company entered into Change of Control
Agreements with each of its then-current executive officers (the "Change of
Control Agreements") which, as amended in 1998, provide for certain payments and
benefits in the event of certain terminations following a Change of Control. See
"Item 11 -- Change of Control Agreements."
In October 1995, the Company borrowed $1.7 million under a guaranteed
loan from Silicon Valley Bank. This loan was repaid in full in October 1996.
Such loan was guaranteed by six of the Company's directors at the time it was
entered into: Drs. Goode and Perkins, James J. Gallogly and Messrs. Kleiner,
Riepenhausen and Wilson. In connection with their agreement to execute and
deliver personal guarantees to Silicon Valley Bank with respect to this loan,
the Company issued warrants to purchase an aggregate of 105,492 shares of Common
Stock to the six directors who executed such guarantees at an initial exercise
price of $8.13 per share, exercisable immediately, expiring December 1, 2000.
The Company has entered into indemnification agreements with each of its
directors and executive officers which may require the Company, among other
things, to indemnify them against certain liabilities that may arise by reason
of their status or service as directors or officers, to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified, and to obtain directors' and officers' liability insurance if
available on reasonable terms.
-13-
<PAGE> 15
Dr. Rodney Perkins is currently the Chairman of the Board of Directors
of the Company and also served as the Company's President and Chief Executive
Officer from 1984 to July 1988. In 1998, the Company paid Dr. Perkins $48,000
related to consulting services beyond his current responsibilities as Chairman
of the Board of Directors. On January 28, 1998, the Stock and Option Committee
of the Company's Board of Directors granted Dr. Perkins an option to purchase
25,000 shares of the Company's Common Stock pursuant to the Company's 1988 Stock
Option Plan, as amended. This option is subject to vesting over a four-year
period beginning on January 1, 1998, with 1/8th of the shares subject to the
option vesting at the end of six months from that date and 1/48th of the total
number of shares vesting at the end of each month thereafter. On October 23,
1998, the Human Resources Committee of the Company's Board of Directors granted
Dr. Perkins an option to purchase 25,000 shares of the Company's Common Stock
pursuant to the Company's 1997 Stock Plan. This option is subject to vesting
over a four-year period beginning on January 1, 1999, with 1/8th of the shares
subject to the option vesting at the end of six months from that date and 1/48th
of the total number of shares vesting at the end of each month thereafter. Dr.
Perkins is also President of the California Ear Institute at Stanford ("CEI"), a
medical clinic specializing in the diagnosis and treatment of hearing disorders
that served as a site for clinical trials of the Company's products. In 1998,
the Company had net sales of approximately $149,000 to CEI, representing an
immaterial percentage of the Company's total net sales in 1998. At December 31,
1998, accounts receivable from CEI were approximately $30,200, representing an
immaterial percentage of the Company's accounts receivable balance at December
31, 1998. In addition, Dr. Perkins is President and Chief Executive Officer of
SoundPort Corporation ("SoundPort"), a company specializing in the development
and sale of implantable hearing enhancement devices ("IHEDs"). Pursuant to a
License Agreement entered into as of February 21, 1997, the Company granted to
SoundPort exclusive, royalty-free, worldwide licenses to use certain Company
technology for the development and sale of IHEDs. In consideration of these
licenses, SoundPort has issued to the Company 975,000 shares of Series A
Preferred Stock and a warrant which permits the Company to maintain its equity
interest in SoundPort at certain specified levels. Dr. Perkins is a member of
the Human Resources Committee of the Board of Directors of Laserscope, a
surgical systems company. The Company and Laserscope have not conducted any
business with each other in the past, and the Company does not presently
anticipate doing so in the future.
-14-
<PAGE> 16
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.
RESOUND CORPORATION
Date: April 30, 1999 By: /s/ Russell D. Hays
-------------------------------------
Russell D. Hays
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Rodney Perkins, M.D.* Chairman of the Board of Directors April 30, 1999
- ---------------------------------
(Rodney Perkins, M.D.)
/s/ Russell D. Hays President, Chief Executive Officer April 30, 1999
- --------------------------------- and Director (principal executive officer)
(Russell D. Hays)
/s/ Robert D. Luttrell* Vice President, Chief Financial Officer April 30, 1999
- --------------------------------- (principal financial and accounting officer)
(Robert D. Luttrell)
/s/ Richard L. Goode, M.D.* Director April 30, 1999
- ---------------------------------
(Richard L. Goode, M.D.)
/s/ Michael P. Downey * Director April 30, 1999
- ---------------------------------
(Michael P. Downey)
/s/ Eugene Kleiner * Director April 30, 1999
- ---------------------------------
(Eugene Kleiner)
/s/ Philip S. Schlein * Director April 30, 1999
- ---------------------------------
(Philip S. Schlein)
/s/ Robert C. Wilson * Director April 30, 1999
- ---------------------------------
(Robert C. Wilson)
*By: /s/ Russell D. Hays
-----------------------------
(Russell D. Hays,
Attorney-in-fact)
</TABLE>
