<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K/A
------------------------
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 2000
[ ] 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: 0-21432
AUSPEX SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 93-0963760
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
2800 SCOTT BOULEVARD
SANTA CLARA, CALIFORNIA 95050
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (408) 566-2000
WEB SITE (WWW.AUSPEX.COM)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $.001 PAR VALUE
PREFERRED SHARE PURCHASE RIGHTS
(TITLE OF CLASS)
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 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. Yes [ ] No [X]
As of September 15, 2000, 32,935,287 shares of Common Stock of Registrant
were outstanding. The aggregate market value of the shares held by
non-affiliates of the Registrant (based upon the closing price of the
Registrant's Common Stock on September 15, 2000 of $8.19 per share) was
approximately $146,441,142.
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates information by reference from the definitive proxy
statement for the Annual Meeting of Stockholders scheduled to be held on
November 14, 2000.
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<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
8-K......................................................... 1
(a) 1. FINANCIAL STATEMENTS................................. 1
2. FINANCIAL STATEMENT SCHEDULES............................ 1
3. EXHIBITS................................................. 1
(b) REPORTS ON FORM 8-K..................................... 4
SIGNATURES............................................................ 5
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS.............................. 6
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS............................. 24
SUPPLEMENTAL SCHEDULES................................................ 25
</TABLE>
i
<PAGE> 3
Explanatory Note: This Form 10-K/A amends Auspex Systems, Inc.'s Annual Report
on Form 10-K for the fiscal year ended June 30, 2000. The purpose of this report
is to correct typographical errors in "Item 14 Exhibits, Financial Statement
Schedules and Reports on Form 8-K."
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this Annual Report on
Form 10-K.
The following consolidated financial statements of Auspex Systems, Inc. are
filed as part of this Annual Report on Form 10-K.
1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Arthur Andersen LLP, Independent Public
Accountants............................................... 6
Consolidated Statements of Operations for the years ended
June 30, 2000, 1999 and 1998.............................. 7
Consolidated Statements of Comprehensive Income for years
ended June 30, 2000, 1999 and 1998........................ 8
Consolidated Balance Sheets as of June 30, 2000 and 1999.... 9
Consolidated Statements of Stockholders' Equity for the
years ended June 30, 2000, 1999 and 1998.................. 10
Consolidated Statements of Cash Flows for the years ended
June 30, 2000, 1999 and 1998.............................. 11
Notes to Consolidated Financial Statements.................. 12
</TABLE>
2. FINANCIAL STATEMENT SCHEDULES
The following consolidated financial statement schedules for each of the
three years in the period ending June 30, 2000, 1999 and 1998 are submitted
herewith:
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Schedule II -- Valuation and Qualifying Accounts and 25
Reserves..................................................
</TABLE>
(All other schedules are omitted because they are not applicable or the
required information is shown in the Financial Statements or notes thereto.)
3. EXHIBITS
The following exhibits are included in this Annual Report on Form 10-K
(numbered in accordance with Item 601 of Regulation S-K):
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
3.1(1) Certificate of Incorporation of Registrant as amended to
date.
3.2(1) By-laws of Registrant as amended to date.
4.1(2) Preferred Shares Rights Agreement between the Registrant and
The First National Bank of Boston as Rights Agent dated
April 19, 1995.
4.2(3) Registration Rights Agreement, dated as of January 18, 2000,
between Registrant and the investors named therein.
4.3(3) Certificate of Designations, Preferences and Rights of
Series B Convertible Preferred Stock as filed with the
Secretary of State of the State of Delaware on January 18,
2000.
4.4(3) Registration and Information Rights Agreement dated January
31, 1992.
10.1(1)(4) 1988 Stock Option Plan and forms of Incentive Stock Option
Agreements and Nonstatutory Stock Option Agreements, as
amended to date.
</TABLE>
1
<PAGE> 4
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.2(4)(7) 1993 Directors' Stock Option Plan and forms of Option
Agreements, as amended to date.
10.3(4)(5) 1993 Employee Stock Purchase Plan and forms of Option
Agreements, as amended to date.
10.4(4)(18) 1997 Stock Plan and Form of Stock Option Agreement, as
amended to date.
10.5(4) 1998 Non-Statutory Stock Plan and form of Stock Option
Agreement, as amended to date.
10.6(4)(6) Employee Stock Option agreement, as amended, dated April 18,
2000 between Registrant and Gary J. Sbona.
10.7(3) Form of Warrant to Purchase Common Stock, dated January 18,
2000, issued to certain investors.
10.8(3) Securities Purchase Agreement, dated as of January 18, 2000,
between Registrant and the investors listed on the Schedule
of Buyers attached thereto.
10.9(6) Retainer Agreement between Company and Regent Pacific
Management Corporation, effective February 15, 2000.
10.10(1)(4) 401(k) Plan, as amended to date.
10.11(1)(4) Summary of Executive Bonus Program.
10.12(1)(4) Form of Directors' and Officers' Indemnification Agreement
with all of its Directors and Officers.
10.13(1)(8) OEM Agreement, dated March 9, 1993, between the Registrant
and Fuji Xerox Company, Ltd.
10.14(1)(8) Distributor Agreement, dated June 6, 1990, between the
Registrant and Nissho Electronics Corporation.
10.15(8) Distributor Agreement, dated June 6, 1990, between the
Registrant and Nissho Electronics Corporation, as amended on
July 29, 1997.
10.16(1)(8) Agreement between the Registrant and Solectron Corporation,
dated May 20, 1991, as amended on November 18, 1992.
10.17(1) U.S. OEM Discount Agreement between the Registrant and Sun
Microsystems, Inc., effective as of August 18, 1988, as
amended by Addendum dated September 8, 1988 and Addendum
dated September 14, 1989.
10.18(1) Source Code License between the Registrant and Sun
Microsystems, Inc., dated August 31, 1988, as amended on
April 30, 1991, February 11, 1992 and March 18, 1992.
10.19(1) NFS Software Agreement between the Registrant and Sun
Microsystems, Inc., dated September 29, 1988.
10.20(9)(10) Software Agreement between the Registrant and AT&T
Information Systems Inc., dated June 2, 1988, as amended by
Supplement Number 1, Supplement Number 2, dated August 5,
1988, and Supplement Number 3, dated August 10, 1990, as
amended on June 28, 1993.
10.21(9)(10) Sublicensing Agreement between the Registrant and AT&T
Information Systems Inc., dated August 30, 1988, as amended
on June 28, 1993.
10.22(1) Software Agreement between the Registrant and UNIX System
Laboratories, Inc., dated April 29, 1992.
10.23(1) License Agreement with the Regents of the University of
California, dated June 9, 1988, as amended by Addendum dated
October 21, 1988.
10.24(11)(12) Intel Corporation Purchase Agreement between Intel
Corporation and the Registrant, dated March 22, 1994.
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.25(13) Warranty and Service Provider Agreement between the
Registrant and AT&T Global Information Systems,dated April
15, 1994.
10.26(13) SunSoft Technology License and Distribution Agreement
between the Registrant and SunSoft, Inc., dated December 17,
1993.
10.27(13) Amendment No. 2 to Lease Agreement between the Registrant
and WHC-SIX Real Estate, dated February 28, 1996.
10.28(13) Interactive SPARC Software and Sublicensing Agreement
between Auspex Systems, Inc. and Interactive systems
Corporation, dated November 15, 1991.
10.29(14) Lease Agreement by and Between South Bay/San Tomas
Associates and Auspex Systems, Inc., dated January 14, 1997,
for 2800 Scott Boulevard, Santa Clara facility.
10.30(14) Lease Agreement by and Between South Bay/San Tomas
Associates and Auspex Systems, Inc., dated January 14, 1997,
for 2300, 2320, 2330 Central Expressway, Santa Clara
facility.
10.31(16) Form of Change of Control Severance Agreement, filed on May
12, 1999.
10.32(16) Form of Change of Control Severance Agreement entered into
the form of the Company and Bruce N. Moore, President and
Chief Executive Officer, dated June 16, 1999.
10.33(15) Software Support Agreement between the Registrant and AT&T
dated July 10, 1997.
10.34(15) Software Licensing Agreement between the Registrant and AT&T
Corporation dated June 3, 1997, as amended on September 14,
1998.
10.35(15) Source License Agreement between the Registrant and
Programmed Logic Corp. Dated July 1, 1998; Bundled Hardware
OEM Binary License Agreement between the Registrant and
Programmed Logic Corp. dated July 1, 1998; Read-Only License
Agreement between the Registrant and Programmed Logic Corp.
dated July 1, 1998.
10.36(15) Master Value Added Distribution Agreement between the
Registrant and Fuji Xerox Co. Ltd. dated May 21, 1997.
10.37(17) Form of Change of Control Severance Agreement entered into
between the Company and Hans H. Schwarz, Senior Vice
President of Engineering, dated January 1, 2000.
21.1* Subsidiaries of Registrant.
23.1 Consent of Arthur Andersen LLP, Independent Public
Accountants.
24.1* Power of Attorney.
27.1* Financial Data Schedule.
</TABLE>
---------------
* Previously filed.
(1) Incorporated by reference to exhibits filed in response to Item 16(a),
"Exhibits," of the Registrant's Registration Statement on Form S-1, as
amended (File No. 33-60052), which was declared effective on May 11, 1993.
(2) Incorporated by reference to Exhibit 1 filed in connection with the
Registrant's Form 8-A, which was filed on April 20, 1995.
(3) Incorporated by reference to exhibits filed in response to Item 7(c),
"Exhibits," of the Registrant's Current Report on Form 8-K (File No.
0-21432), which was filed on January 19, 2000.
(4) Designates management contract or compensatory plan arrangements required
to be filed as an exhibit of this Annual Report on Form 10-K pursuant to
Item 14(c).
(5) Incorporated by reference to exhibits filed in connection with the
Registrant's Proxy Statement for the 1999 Annual Meeting of Stockholders,
which was filed on October 8, 1999.
3
<PAGE> 6
(6) Incorporated by reference to exhibits filed in response to Item 6(a),
"Exhibits," filed in connection with Registrant's Form 10-Q for the quarter
ended March 31, 2000 (File No. 0-21432), which was filed on May 11, 2000.
(7) Incorporated by reference to exhibits filed in connection with Registrants'
Proxy Statement for the 1997 Annual Meeting of Stockholders, which was
filed on October 14, 1997.
(8) Confidential treatment granted by order effective May 11, 1993.
(9) Incorporated by reference to identically numbered exhibits filed in
connection with Registrant's Form 10-K for the fiscal year ended June 25,
1993 (File No. 33-60052).
(10) Confidential treatment granted by order effective January 14, 1994.
(11) Incorporated by reference to Exhibit 10.1 filed in connection with
Registrant's Form 10-Q for the quarter ended March 31, 1994 (File No.
0-21432), which was filed on May 16, 1994.
(12) Confidential treatment granted by order effective July 7, 1994.
(13) Incorporated by reference to exhibits filed in connection with the
Registrant's Form 10-K for the fiscal year ended June 30, 1994 (File No.
0-21432), which was filed on September 28, 1994 and confidential treatment
granted by order effective December 5, 1994.
(14) Incorporated by reference to exhibits filed in connection with Registrant's
Form 10-K for the fiscal year ended June 30, 1997 (File No. 0-21432), which
was filed on September 24, 1997.
(15) Incorporated by reference to exhibits filed in connection with Registrant's
Form 10-K for the fiscal year ended June 30, 1999 (File No. 0-21432), which
was filed on September 27, 1999.
(16) Incorporated by reference to exhibits in connection with Registrant's Form
10-Q for the quarter ended March 31, 1999 (File No. 0-21432), which was
filed on May 12, 1999. Form of Change of Control Severance Agreement
entered into between the Company and each of:
-- Steve Aleshire, Vice President of World Wide Customer Services
-- R. Marshall Case, Vice President of Finance and Chief Financial Officer
-- John S. Coviello, Vice President of Research and Development
-- Dorothy Krier, Vice President of Human Resources
-- John P. Livingston, Vice President of Operations
-- Fred J. Wiele, Vice President of Marketing, dated November 25, 1998
(17) Incorporated by reference to exhibits in connection with Registrant's Form
10-Q for the quarter ended December 31, 1999, which was filed on February
10, 2000.
(18) Incorporated by reference to exhibits filed in connection with Registrant's
Proxy Statement for the Special Meeting of Stockholders held on April 23,
1998, which was filed on March 20, 1998.
(b) Reports on Form 8-K:
The Registrant filed a Current Report on Form 8-K dated April 24, 2000,
pursuant to which it reported the issuance of a Press Release to reporting its
results for the fiscal quarter ended March 31, 2000.
4
<PAGE> 7
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.
AUSPEX SYSTEMS, INC.
Date: October 5, 2000 By: /s/ PETER R. SIMPSON
------------------------------------
Peter R. Simpson
Chief Financial Officer
5
<PAGE> 8
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Auspex Systems, Inc.:
We have audited the accompanying consolidated balance sheets of Auspex
Systems, Inc. (a Delaware corporation) and subsidiaries as of June 30, 2000 and
1999, and the related consolidated statements of operations, comprehensive
income, stockholders' equity and cash flows for each of the three years in the
period ended June 30, 2000. These financial statements and the schedule referred
to below are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Auspex Systems, Inc. and
subsidiaries as of June 30, 2000 and 1999, and the results of their operations
and their cash flows for each of the three years in the period ended June 30,
2000 in conformity with accounting principles generally accepted in the United
States.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed under Item 14(a) is
presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audits of
the basic financial statements, and in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
/s/ ARTHUR ANDERSEN LLP
San Jose, California
October 5, 2000
6
<PAGE> 9
AUSPEX SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
YEARS ENDED
--------------------------------
JUNE 30, JUNE 30, JUNE 30,
2000 1999 1998
-------- -------- --------
<S> <C> <C> <C>
Revenues
Product revenue.......................................... $ 54,607 $ 81,737 $142,812
Service revenue.......................................... 27,592 31,738 26,100
-------- -------- --------
Total revenues................................... 82,199 113,475 168,912
-------- -------- --------
Cost of Revenues
Cost of product revenue.................................. 37,657 42,196 74,407
Cost of service revenue.................................. 25,805 23,598 21,017
-------- -------- --------
Total cost of revenues........................... 63,462 65,794 95,424
-------- -------- --------
Gross margin............................................. 18,737 47,681 73,488
-------- -------- --------
Operating Expenses
Marketing and sales...................................... 41,619 42,808 51,438
Engineering and development.............................. 30,616 35,272 34,000
General and administrative............................... 10,184 10,466 9,110
Restructuring charges.................................... 17,642 -- 7,349
-------- -------- --------
Total operating expenses......................... 100,061 88,546 101,897
-------- -------- --------
Loss from operations....................................... (81,324) (40,865) (28,409)
-------- -------- --------
Other Income
Interest income.......................................... 1,708 2,039 2,430
Interest expense......................................... (112) (35) (38)
Other income (expense)................................... (335) 33 (651)
-------- -------- --------
Total other income............................... 1,261 2,037 1,741
-------- -------- --------
Loss before income taxes................................. (80,063) (38,828) (26,668)
Provision for (benefit from) income taxes.................. 697 217 (9,334)
-------- -------- --------
Net loss................................................... (80,760) (39,045) (17,334)
-------- -------- --------
Dividends to preferred stockholders........................ 2,350 -- --
Net loss available to common stockholders................ $(83,110) $(39,045) $(17,334)
======== ======== ========
Net loss per share
Basic.................................................... $ (2.95) $ (1.50) $ (0.69)
======== ======== ========
Diluted.................................................. $ (2.95) $ (1.50) $ (0.69)
======== ======== ========
Number of shares used in per share computations
Basic.................................................... 28,126 25,978 25,268
======== ======== ========
Diluted.................................................. 28,126 25,978 25,268
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
7
<PAGE> 10
AUSPEX SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEARS ENDED
--------------------------------
JUNE 30, JUNE 30, JUNE 30,
2000 1999 1998
-------- -------- --------
<S> <C> <C> <C>
Net loss................................................... $(80,760) $(39,045) $(17,334)
Other comprehensive income (loss):
Unrealized holding gains (losses) on available-for-sale
securities, net of tax................................ 32 (81) 28
Foreign currency translation adjustment, net of tax...... 254 (34) (102)
-------- -------- --------
Comprehensive loss......................................... $(80,474) $(39,160) $(17,408)
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
8
<PAGE> 11
AUSPEX SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
ASSETS
<TABLE>
<CAPTION>
JUNE 30, JUNE 30,
2000 1999
-------- --------
<S> <C> <C>
Current Assets
Cash and cash equivalents................................. $ 23,615 $ 26,592
Short-term investments.................................... 5,671 16,045
Accounts receivable, net of allowances of $1,720 and
$1,407 respectively.................................... 6,728 20,374
Inventories............................................... 5,095 10,905
Income tax receivable..................................... -- 4,865
Prepaid expenses and other................................ 4,115 5,054
-------- --------
Total current assets.............................. 45,224 83,835
-------- --------
Property and Equipment
Computer and manufacturing equipment...................... 34,971 39,292
System spares............................................. 17,322 15,992
Furniture and fixtures.................................... 1,546 1,466
Leasehold improvements.................................... 5,369 13,679
-------- --------
59,208 70,429
Less -- accumulated depreciation and amortization......... (44,149) (41,588)
-------- --------
Total property and equipment, net................. 15,059 28,841
Other Assets................................................ 1,715 2,372
-------- --------
$ 61,998 $115,048
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable.......................................... $ 8,053 $ 13,316
Accrued liabilities....................................... 14,440 11,975
Deferred revenue.......................................... 7,907 9,276
-------- --------
Total current liabilities......................... 30,400 34,567
-------- --------
Long-Term Liabilities
Deferred revenue.......................................... 954 1,304
-------- --------
Stockholders' Equity
Preferred stock, $.001 par value -- 5,000,000 shares
authorized; 18,750 and zero shares issued and
outstanding respectively............................... -- --
Common stock, $.001 par value -- 50,000,000 shares
authorized; 29,940,804 and 26,734,762 shares issued and
outstanding, respectively................................. 30 27
Additional paid-in capital.................................. 120,191 85,903
Retained deficit............................................ (89,228) (6,118)
Unrealized loss from available-for-sale securities.......... (11) (43)
Cumulative translation adjustment........................... (338) (592)
-------- --------
Total stockholders' equity........................ 30,644 79,177
-------- --------
$ 61,998 $115,048
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
9
<PAGE> 12
AUSPEX SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE THREE YEARS ENDED JUNE 30, 2000
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
UNREALIZED
(LOSS) GAIN
FROM
COMMON STOCK PREFERRED STOCK ADDITIONAL RETAINED AVAILABLE- CUMULATIVE
------------------- --------------- PAID-IN EARNINGS FOR-SALE TRANSLATION
SHARES AMOUNT SHARES AMOUNT CAPITAL (DEFICIT) SECURITIES ADJUSTMENT TOTAL
---------- ------ ------ ------ ---------- --------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE, JUNE 30, 1997.... 25,004,965 $25 -- $-- $ 78,435 $ 50,261 $ (5) $(400) $128,316
Issuance of common stock
to employees............ 689,075 1 -- -- 3,715 -- -- -- 3,716
Tax benefits related to
exercise of stock
options................. -- -- -- -- 606 -- -- -- 606
Unrealized gain on
available-for-sale
securities.............. -- -- -- -- -- -- 43 -- 43
Translation adjustment.... -- -- -- -- -- -- -- (158) (158)
Net Loss.................. -- -- -- -- -- (17,334) -- -- (17,334)
---------- --- ------ -- -------- -------- ---- ----- --------
BALANCE, JUNE 30, 1998.... 25,694,040 26 82,756 32,927 38 (558) 115,189
Issuance of common stock
to employees............ 1,040,722 1 -- -- 3,147 -- -- -- 3,148
Unrealized loss on
available-for-sale
securities.............. -- -- -- -- -- -- (81) -- (81)
Translation adjustment.... -- -- -- -- -- -- -- (34) (34)
Net loss.................. -- -- -- -- -- (39,045) -- -- (39,045)
---------- --- ------ -- -------- -------- ---- ----- --------
BALANCE, JUNE 30, 1999.... 26,734,762 27 -- -- 85,903 (6,118) (43) (592) 79,177
Issuance of common stock
to employees............ 2,104,725 2 -- -- 7,096 -- -- -- 7,098
Issuance of preferred
stock................... -- -- 25,000 -- 24,843 -- -- -- 24,843
Conversion of preferred
stock into common
stock................... 998,299 1 (6,250) -- (1) -- -- -- --
Issuance of common stock
dividends............... 103,018 -- -- -- 698 (698) -- -- --
Accretion of fair value of
warrants................ -- -- -- -- 1,109 (1,109) -- -- --
Accretion of preferred
stock discount.......... -- -- -- -- 543 (543) -- -- --
Unrealized gain on
available-for-sale
securities.............. -- -- -- -- -- -- 32 -- 32
Translation adjustment.... -- -- -- -- -- -- -- 254 254
Net loss.................. -- -- -- -- -- (80,760) -- -- (80,760)
---------- --- ------ -- -------- -------- ---- ----- --------
BALANCE, JUNE 30, 2000.... 29,940,804 $30 18,750 $-- $120,191 $(89,228) $(11) $(338) $ 30,644
========== === ====== == ======== ======== ==== ===== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
10
<PAGE> 13
AUSPEX SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEARS ENDED
--------------------------------
JUNE 30, JUNE 30, JUNE 30,
2000 1999 1998
-------- -------- --------
<S> <C> <C> <C>
Cash Flows from Operating Activities
Net loss................................................. $(80,760) $(39,045) $(17,334)
Adjustments to reconcile net loss to net cash (used in)
provided by operating activities
Depreciation and amortization......................... 9,081 13,332 14,378
Restructuring charges, net of tax..................... 17,642 -- 5,903
Changes in assets and liabilities:
Decrease in accounts receivable..................... 13,646 5,268 17,488
(Increase) decrease in inventories.................. 3,751 (2,931) 2,188
(Increase) decrease in income tax receivable........ 4,865 4,145 (9,010)
(Increase) decrease in deferred tax assets.......... -- 8,970 (1,661)
(Increase) decrease in prepaid expenses and other... 939 (205) 157
Increase (decrease) in accounts payable............. (5,263) 3,250 3,160
Decrease in accrued liabilities..................... (5,735) (513) (666)
Increase (decrease) in deferred revenue............. (1,719) 1,130 (41)
-------- -------- --------
Net cash (used in) provided by operating activities... (43,553) (6,599) 14,562
-------- -------- --------
Cash Flows from Investing Activities
Purchases of available-for-sale short-term investments... (4,791) (38,016) (25,096)
Proceeds from sales/maturities of available-for-sale
short-term investments................................ 15,197 49,339 33,520
Purchase of property and equipment....................... (2,682) (15,205) (28,894)
Change in other assets................................... 657 (236) --
-------- -------- --------
Net cash (used in) provided by investing activities... 8,381 (4,118) (20,470)
-------- -------- --------
Cash Flows from Financing Activities
Proceeds from sale of common stock....................... 7,098 3,148 4,322
Proceeds from sale of preferred stock.................... 24,843
Proceeds from sale and leaseback of equipment............ -- 10,883 --
-------- -------- --------
Net cash provided by financing activities............. 31,941 14,031 4,322
-------- -------- --------
Effect of Exchange Rate Changes on Cash.................... 254 (34) (158)
-------- -------- --------
Net Increase (Decrease) in Cash and Cash Equivalents....... (2,977) 3,280 (1,744)
Cash and Cash Equivalents, Beginning of Year............... 26,592 23,312 25,056
-------- -------- --------
Cash and Cash Equivalents, End of Year..................... $ 23,615 $ 26,592 $ 23,312
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
11
<PAGE> 14
AUSPEX SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000
1. ORGANIZATION
Auspex Systems, Inc. (the "Company") was incorporated in 1987 in California
and reincorporated in Delaware in 1991. The Company develops, manufactures,
markets, sells and supports a line of high-performance UNIX/Windows NT
multi-protocol network file/data servers for the technical workstation market.
The Company's markets are principally in North America, Pacific Rim and Europe
and include customers in the technical and commercial computing market. See Note
8 for information on revenues by geographic area.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation Prior to the first quarter of fiscal 2000, the
Company's fiscal year ended on the last day of the quarter within the year ended
June 30. Beginning fiscal year 2000, the Company is operating and reporting on a
52-53 week fiscal year. Accordingly, the Company's fiscal year 2000 ended on
July 1, 2000. The Company's fiscal quarters end on the Saturday of the
thirteenth week of the quarter. For presentation purposes, the financial
statements reflect the calendar month-end date. The change in reporting periods
did not have a material effect on the accompanying consolidated financial
statements for fiscal 2000.
Principles of Consolidation The consolidated financial statements include
the accounts of the Company and its wholly owned subsidiaries after elimination
of intercompany accounts and transactions.
Estimates in the Preparation of Consolidated Financial Statements The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the consolidated financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Foreign Currency Translations The functional currency of the Company's
foreign subsidiaries is the local currency. Accordingly, gains and losses
resulting from the translation of the subsidiaries' financial statements are
reported as a separate component of stockholders' equity.
Revenue Recognition Product revenue includes hardware sales and software
license fees. Effective July 1, 1997, the Company changed its revenue
recognition policy on system sales to end users such that revenues from system
sales are generally recognized upon shipment. Previously, the Company generally
recognized system sales to end users when the equipment had been shipped,
installed and accepted by the end user. The reason for this change was to better
conform the Company's policy with industry practices. The impact of this change
did not have a material effect on the Company's consolidated financial
statements. The installation of the Company's systems is not considered a
significant obligation and acceptance by the customer is not considered a
significant uncertainty. Revenues from upgrade sales are generally recognized at
the time the equipment is shipped. Provisions for product sales returns and
allowances are recorded in the same period as the related revenue. Revenues
earned under software license agreements are recognized in accordance with
Statement of Position ("SOP") 97-2. Software revenues are recognized when
persuasive evidence of an arrangement exists, delivery has occurred or services
have been rendered, the fee is fixed or determinable, collectibility is probable
and vendor specific objective evidence exists to allocate a portion of the total
fee to any undelivered elements of the arrangement.
Service revenue includes installation, maintenance and training, and is
recognized ratably over the contractual period or as the services are provided.
In December 1999, the SEC issued Staff Accounting Bulletin No. 101 ("SAB
101"), Revenue Recognition in Financial Statements. SAB 101 provides guidance on
applying generally accepted accounting principles to revenue recognition issues
in financial statements. The Company is currently evaluating the effect
12
<PAGE> 15
AUSPEX SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2000
that such adoption may have on the consolidated results of operations and
financial position and will be required to adopt SAB 101 in the fourth quarter
of fiscal 2001.
Cash, Cash Equivalents and Short-Term Investments For purposes of the
statement of cash flows, all cash equivalents consist of investments in money
market deposits, commercial paper, and US Agency bonds with original maturities
of three months or less. Substantially all short-term investments consist of
corporate bonds, commercial paper, certificate of deposits, and US Agency bonds,
which the Company intends to hold between three and twelve months.
The Company classifies its investments in debt and equity securities as
available-for-sale in accordance with Statement of Financial Accounting
Standards ("SFAS") No. 115, "Accounting for Certain Investments in Debt and
Equity Securities." Securities classified as available-for-sale are reported at
fair market value with the related unrealized gains and losses, reported as a
separate component of stockholders' equity. Realized gains and losses and
declines in value judged to be other than temporary are included in other income
in the consolidated statements of operations.
At June 30, 2000, the Company's available-for-sale securities had
contractual maturities that expire at various dates through May 2001. The fair
value of available-for-sale securities was determined based on quoted market
prices at the reporting date for those securities.
At June 30, 2000 and 1999, the amortized cost basis, aggregate fair value
and gross unrealized holding gains (losses) by major security type are as
follows (in thousands):
<TABLE>
<CAPTION>
AMORTIZED AGGREGATE UNREALIZED
COST FAIR VALUE GAINS (LOSSES)
--------- ---------- --------------
<S> <C> <C> <C>
JUNE 30, 2000
Available-for-Sale Securities
US Agency (Gov't)........................... $ 4,609 $ 4,601 $ (8)
Certificate of deposit...................... 2,001 2,000 (1)
Corp Bonds.................................. 1,675 1,683 8
Money market................................ 2,317 2,317 --
Commercial paper............................ 4,984 4,974 (10)
------- ------- ----
Total Investment in Securities......... $15,586 $15,575 $(11)
======= ======= ====
JUNE 30, 1999
Available-for-Sale Securities
US Agency (Gov't)........................... $13,308 $13,281 $(27)
Auction rate securities..................... 2,900 2,900 --
Certificate of deposit...................... 1,999 1,996 (3)
Corporate bonds............................. 2,507 2,498 (9)
Money market................................ 3,380 3,380 --
Commercial paper............................ 5,022 5,018 (4)
------- ------- ----
Total Investment in Securities......... $29,116 $29,073 $(43)
======= ======= ====
</TABLE>
In fiscal year 2000, there were no significant gains or losses realized on
the Company's cash equivalents or short-term investments.
Supplemental Statement of Cash Flows Disclosures Cash paid for interest
during fiscal 2000, 1999 and 1998 was approximately $13,000, $11,000 and
$38,000, respectively. Cash paid for income taxes during fiscal 2000, 1999 and
1998 was approximately $379,000, $726,000, and $1,621,000, respectively. Net
inventory capitalized into property and equipment was approximately $2,059,000
and $4,234,000 for fiscal 2000 and
13
<PAGE> 16
AUSPEX SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2000
1999, respectively. No inventory was capitalized into property and equipment in
fiscal 1998. In fiscal 1998, non-cash activity consisted of approximately
$606,000 from tax benefits related to exercise of stock options.
Concentrations of Credit Risk Financial instruments which potentially
subject the Company to concentrations of credit risk consist principally of cash
investments and accounts receivable. The Company's cash investment policy limits
the amount of credit exposure to any one issuer and restricts purchase of these
investments from issuers evaluated as creditworthy. Concentrations of credit
risk in trade receivables is limited as a result of the large number of
customers comprising the Company's customer base and their dispersion across
many different industries and geographies.
Inventories Inventories are stated at the lower of cost (first-in,
first-out) or market, and include material, labor and manufacturing overhead
costs. Inventories consisted of the following (in thousands):
<TABLE>
<CAPTION>
JUNE 30, JUNE 30,
2000 1999
-------- --------
<S> <C> <C>
Purchased materials..................................... $1,481 $ 4,158
Systems in process...................................... 2,322 4,044
Finished goods.......................................... 1,292 2,703
------ -------
$5,095 $10,905
====== =======
</TABLE>
Inventories contained components and assemblies in excess of the Company's
current estimated requirements and were fully reserved at June 30, 2000 and
1999.
Certain of the Company's products contain critical components supplied by a
single or a limited number of third parties. The Company has an inventory of
these critical components so as to ensure an available supply of products for
its customers. Any significant shortage of these components or the failure of
the third party suppliers to maintain or enhance these components could
materially and adversely affect the Company's results of operations.
Property And Equipment Property and equipment are stated at cost.
Depreciation and amortization are computed using the straight-line method over
the following estimated useful lives:
<TABLE>
<S> <C>
Computer and manufacturing equipment.... 1.5 to 5 years
System spares........................... 2 to 3 years
Furniture and fixtures.................. 3 years
Leasehold improvements.................. Shorter of the lease term or estimated useful life
</TABLE>
Software Development Costs The Company accounts for software development
costs in compliance with Statement of Financial Accounting Standards (SFAS) No.
86, "Accounting for the Costs of Computer Software to be Sold, Leased or
Otherwise Marketed". Capitalization of software development costs begins upon
the determination of technological feasibility. The determination of
technological feasibility and the ongoing assessment of the recoverability of
these costs require considerable judgment by management with respect to certain
external factors including anticipated future gross product revenues, estimated
economic life and changes in hardware and software technology. No amounts were
capitalized in fiscal 2000, 1999 and 1998.
Amortization of capitalized software development costs begins when the
products are available for general release to customers and is computed on an
individual product basis and is the greater of the amount computed on a
units-sold basis or straight-line basis over the estimated economic life of the
product. Amortization of software development costs amounted to $12,000 and
$343,000 for the fiscal years ended June 30, 1999 and 1998, respectively.
Capitalized software development costs were fully amortized as of June 30, 1999
and no amounts were amortized in fiscal 2000.
14
<PAGE> 17
AUSPEX SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2000
Accrued Liabilities Accrued liabilities consisted of the following (in
thousands):
<TABLE>
<CAPTION>
JUNE 30, JUNE 30,
2000 1999
-------- --------
<S> <C> <C>
Payroll, bonus and vacation.............................. $ 3,428 $ 6,616
Restructuring............................................ 4,257 452
Other.................................................... 6,755 4,907
------- -------
$14,440 $11,975
======= =======
</TABLE>
Net Loss Per Share Basic net loss per share is computed based only on the
weighted average number of common shares outstanding during the period and does
not give effect to the dilutive effect of common equivalent shares, such as
stock options and conversion of preferred stock Diluted net income per share is
computed based on the weighted average number of common shares plus dilutive
potential common shares calculated in accordance with the treasury stock method.
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
--------------------------------
2000 1999 1998
-------- -------- --------
<S> <C> <C> <C>
Net loss................................................... $(80,760 $(39,045) $(17,334)
======== ======== ========
Basic Loss Per Share
Net loss available to common stockholders................ $(83,110) $(39,045) $(17,334)
Weighted average common shares outstanding............... 28,126 25,978 25,268
-------- -------- --------
Basic net loss per share................................. $ (2.95) $ (1.50) $ (0.69)
======== ======== ========
Diluted Net Loss Per Share
Net loss available to common stockholders................ $(83,110) $(39,045) $(17,334)
-------- -------- --------
Weighted average common shares outstanding............... 28,126 25,978 25,268
Dilutive potential common shares from stock options...... -- -- --
-------- -------- --------
Weighted average common shares and dilutive potential
common shares......................................... 28,126 25,978 25,268
-------- -------- --------
Diluted net loss per share............................... $ (2.95) $ (1.50) $ (0.69)
======== ======== ========
</TABLE>
All options outstanding during fiscal 2000 and 1999, approximately
6,239,522 and 4,887,000 shares respectively, were excluded from the computation
of diluted loss per share since their inclusion would have been anti-dilutive
due to the loss available to common stockholders.
Employee Stock Plans In accordance with the provisions of SFAS No. 123, the
Company applies Accounting Principles Board ("AFB") Opinion No. 25 and related
interpretations to account for its employee stock option and stock purchase
plans, and accordingly, does not recognize compensation expense. Note 6 to the
Consolidated Financial Statements contains a summary of the pro forma effects to
reported net loss and net loss per share as if the Company had elected to
recognize compensation expense based on the fair value of the options granted at
grant date as prescribed by SFAS No. 123.
Comprehensive Income The Company adopted SFAS No. 130, "Reporting
Comprehensive Income," in the first quarter of fiscal 1999. SFAS No. 130
establishes standards for disclosure and financial statement display for
reporting total comprehensive income and its individual components.
Comprehensive income as defined includes all changes in equity during a period
from non-owner sources. The Company's comprehensive loss includes unrealized
holding gains (losses) on available-for-sale securities and foreign currency
translation adjustments.
15
<PAGE> 18
AUSPEX SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2000
The following table sets forth the components of other comprehensive income
(loss) net of income tax for the year ended June 30 (in thousands):
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
------------------------------------------------------------------------------------------------
2000 1999 1998
------------------------------ ------------------------------ ------------------------------
TAX NET-OF- TAX NET-OF- TAX NET-OF-
PRE-TAX (EXPENSE) TAX PRE-TAX (EXPENSE) TAX PRE-TAX (EXPENSE) TAX
AMOUNT ON BENEFIT AMOUNT AMOUNT ON BENEFIT AMOUNT AMOUNT ON BENEFIT AMOUNT
------- ---------- ------- ------- ---------- ------- ------- ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Other comprehensive income
(loss):
Unrealized holding gains
(losses) on
available-for-sale
securities................. $ 32 $-- $ 32 $ (81) $-- $ (81) $ 43 $(15) $ 28
Foreign currency Translation
adjustment................. 254 -- 254 (34) -- (34) (158) 56 (102)
---- --- ---- ----- --- ----- ----- ---- -----
$286 $-- $286 $(115) $-- $(115) $(115) $ 41 $ (74)
==== === ==== ===== === ===== ===== ==== =====
</TABLE>
Segments In June 1997, the Financial Accounting Standards Board issued SFAS
No. 131, "Disclosure about Segments of an Enterprise and Related Information."
SFAS No. 131 changes the way companies report selected segment information in
annual financial statements and also requires companies to report selected
segment information in interim financial reports to stockholders. The Company
operates in one reportable segment. SFAS No. 131 has been implemented by the
Company. Note 9 to the Consolidated Financial Statements contains a summary
table of industry segment, geographic and customer information.
New Accounting Pronouncements In June 1998, the Financial Accounting
Standards Board issued SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities," which establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts and for hedging activities. It requires that a reporting entity
recognize all derivatives as either assets or liabilities in the statement of
financial position and measure those instruments at fair value. The Company is
required to adopt SFAS No. 133 in the first quarter of fiscal 2001. The impact
of adopting SFAS No. 133 to the Company has not been determined.
Reclassification The Company has reclassified certain prior year balances
from selling, general and administrative expenses to cost of service revenues to
reflect costs associated with service revenue to conform to the current year
presentation. The amount of reclassification for the year ended June 30, 1998
was approximately $3,045,000.
3. LINE OF CREDIT
In December 1999, the Company entered into a revolving line of credit
agreement with a bank under which it can borrow up to $15,000,000. The line of
credit bears interest as follows, each Euro dollar rate loan shall bear interest
at a per annum rate of 2.25 percentage points above the adjusted LIBOR rate (The
LIBOR rate was 6.78% at June 30, 2000); all other obligations shall bear
interest at a per annum rate of .25 percentage points above the Prime Rate (The
Prime Rate equals 9.50% at June 30, 2000). The line of credit expires on
December 22, 2002. At June 30, 2000 there were no borrowings outstanding under
the line of credit agreement. There were commitments against the line of credit
for two letters of credit totaling approximately $2,824,000, as of June 30,
2000. The line of credit is secured by the Company's inventory and accounts
receivable. The line of credit agreement contains certain financial covenants
determined on a quarterly basis. During the third and fourth quarters of fiscal
2000, the company was out of compliance with certain covenants, but obtained
waivers for the non-compliance from the bank.
4. COMMITMENTS AND CONTINGENCIES
Facilities and equipment are leased under various operating leases. Rent
expense was approximately $6,300,000, $5,204,000, and $4,720,000, for fiscal
2000, 1999 and 1998, respectively. During 1997, the Company entered into lease
agreements for four buildings in Santa Clara, California. The leases for these
16
<PAGE> 19
AUSPEX SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2000
facilities commenced in March 1998 and expire in February 2010. During fiscal
1999, the Company entered into a sub-lease agreement for one building in its
Santa Clara facility. During fiscal year 2000, the Company renegotiated the
existing lease agreements for the facilities in Santa Clara and consolidated
from four buildings into one building, and was released from all remaining lease
obligations related to the vacated buildings.
As of June 30, 2000, future minimum gross lease payments under
non-cancelable leases were as follows (in thousands):
<TABLE>
<CAPTION>
NET
OPERATING SUB-LEASE OPERATING
YEARS ENDING JUNE 30, LEASES PAYMENTS LEASES
--------------------- --------- --------- ---------
<S> <C> <C> <C>
2001............................................. $ 8,012 $(1,538) $ 6,474
2002............................................. 5,848 (1,575) 4,273
2003............................................. 3,342 (1,613) 1,729
2004............................................. 2,250 -- 2,250
2005............................................. 1,966 -- 1,966
Thereafter....................................... 8,558 -- 8,558
------- ------- -------
Total minimum lease payments................ $29,976 $(4,726) $25,250
======= ======= =======
</TABLE>
5. RESTRUCTURING COSTS
In the quarter ended March 31, 2000, the Company recorded restructuring
charges totaling approximately $17,642,000. These charges reflect steps the
Company is taking to strengthen its competitiveness in the growing Network
Attached Storage market, streamline operations and reduce overall costs. The
restructuring charges are comprised primarily of $3,800,000 for reduction of
personnel and $13,842,000 to retire excess equipment and other assets related to
the restructuring of company operations. In connection with the restructuring
charges taken in the quarter ended March 31, 2000, the Company terminated 169
employees and consolidated all of its Santa Clara headquarters activities into
one facility. The Company substantially completed the implementation of the
restructuring plan at the end of May 2000.
In the quarter ended June 30, 1998, the Company recorded restructuring
charges totaling $7,349,000. These charges reflect steps the Company took to
improve its product development efforts, streamline operations and reduce
overall costs. The restructuring charges comprised $1,100,000 for severance and
benefits related to reduction of personnel due to consolidation of certain
operations, $1,200,000 for consolidation of excess facilities and $5,049,000 to
write off or write down equipment and other assets related to operations and
activities that the Company has exited. In connection with the restructuring
charges taken in the quarter ended June 30, 1998, the Company terminated 84
employees as of the fiscal year ended June 30, 1998. The employee groups
affected by the reduction in force included engineering, sales, marketing,
customer service and operations. The implementation of the restructuring plan
was substantially completed at the end of September 1998.
17
<PAGE> 20
AUSPEX SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2000
The following table summarizes the Company's restructuring activity for the
fiscal years ended 2000, 1999 and 1998, respectively, (in thousands):
<TABLE>
<CAPTION>
EXCESS
SEVERANCE EQUIPMENT
AND EXCESS AND OTHER
BENEFITS FACILITIES ASSETS TOTAL
--------- ---------- --------- --------
<S> <C> <C> <C> <C>
Restructuring amounts..................... $ 1,100 $1,200 $ 5,049 $ 7,349
Cash charges.............................. (1,100) (800) -- (1,900)
Non-cash charges.......................... -- -- (4,034) (4,034)
------- ------ -------- --------
Reserve balances, June 30, 1998........... -- 400 1,015 1,415
------- ------ -------- --------
Non-cash charges.......................... -- (86) (877) (963)
------- ------ -------- --------
Reserve balances, June 30, 1999........... -- 314 138 452
------- ------ -------- --------
Restructuring amounts..................... 3,800 -- 13,842 17,642
Cash Charges.............................. (3,511) (314) (3,825)
Non-cash charges.......................... -- -- (10,012) (10,012)
------- ------ -------- --------
Reserve balances, June 30, 2000........... $ 289 $ -- $ 3,968 $ 4,257
======= ====== ======== ========
</TABLE>
6. STOCK OPTION AND STOCK PURCHASE PLANS
The Company has four stock option plans, the 1988 Employee Stock Option
Plan ("1988 Plan"), the 1997 Stock Plan ("1997 Plan"), the 1998 Non-Statutory
Stock Option Plan ("1998 Plan") and the Directors' Stock Option Plan
("Directors' Plan"), and an employee stock purchase plan ("1993 Employee Stock
Purchase Plan"). The Company accounts for these plans under APB Opinion No. 25,
under which no compensation cost has been recognized.
Had compensation cost for these plans been determined consistent with SFAS
No. 123, the Company's net income (loss) and diluted earnings (loss) per share
would have been adjusted to the following pro forma amounts (in thousands,
except per share data):
<TABLE>
<CAPTION>
2000 1999 1998
-------- -------- --------
<S> <C> <C> <C>
Net loss available to common stockholders:
As reported...................................... $(83,110) $(39,045) $(17,334)
Pro forma........................................ $(92,859) $(43,676) $(22,301)
Diluted loss per share:
As reported...................................... $ (2.95) $ (1.50) $ (0.69)
Pro forma........................................ $ (3.30) $ (1.68) $ (0.88)
</TABLE>
The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option pricing model with the following weighted-average
assumptions used for grants in 2000, 1999 and 1998, respectively: risk-free
interest rates of 5.8%, 5.0% and 5.5%, respectively; expected volatility of
144%, 81% and 68%, respectively; no expected dividends, and an expected life of
0.53 years beyond the vest date for each year's vesting increment of an option.
Since the SFAS No. 123 method of accounting has not been applied to options
granted prior to July 1, 1995, the resulting pro forma compensation cost may not
be representative of that to be expected in future years.
In August 1998, the Company offered its employees the ability to reprice
stock options granted prior to June 30, 1998 to the current fair market value.
As a result, the Company repriced 3,739,857 options at prices
18
<PAGE> 21
AUSPEX SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2000
ranging from $2.75 to $18.25 per share at the then current fair market value of
$2.75 per share. Employees who submitted their option grants for repricing
agreed to forgo exercising their vested options for six months.
In November 1996, the Company offered its employees the option of
exchanging and canceling stock options granted from June 1995 through October
1996 for new options priced as of November 1, 1996. As a result, the Company
canceled 1,933,592 options at prices ranging from $10.75 to $23.125 per share
and reissued the same number of options at the then current fair market value of
$10.25 per share. Employees who submitted their option grants for repricing had
their vesting schedules amended by moving their vesting back three months or
restarting the vesting as of the new grant date, depending on the date of the
grant.
The Company may sell up to 2,100,000 shares of stock to its regular
full-time employees under the 1993 Employee Stock Purchase Plan. The Company has
sold 152,859, 357,101, and 282,337 shares in 2000, 1999 and 1998, respectively,
and has sold 1,444,300 shares through June 30, 2000. The Company sells shares at
85% of the lower of the stock's closing market price on the subscription or
purchase date of the six-month offering period. The weighted-average fair value
of shares sold in 2000, 1999 and 1998, respectively, was $6.49, $3.71, and
$6.00, respectively.
The Company could grant options for up to 10,000,000 shares under the 1988
Plan which expired in April 1998. The Company has 415,394 options outstanding at
June 30, 2000. The option exercise price is not less than 100% of the fair value
of the shares on the date of grant, except that non-statutory options may be
granted at 85% of such fair value. The 1988 Plan options are fully vested after
five years and expire after ten years. For options granted after November 20,
1997, options are generally fully vested after four years and expire after ten
years.
Stockholders approved the 1997 Plan in April 1998. The Company may grant
options for up to 9,250,000 shares under the 1997 Plan. The Company has
1,115,438 options outstanding at June 30, 2000. The option exercise price is not
less than 100% of the fair value of the shares on the date of grant, except that
non-statutory options may be granted at 85% of such fair value. The 1997 Plan
options are generally fully vested after four years and expire after ten years.
The Board of Directors approved the 1998 Plan in August 1998. The Company
may grant options for up to 3,000,000 shares under the 1998 Plan. The Company
has 2,267,138 options outstanding at June 30, 2000. The options exercise price
is not less than 100% of the fair value of the shares on the date of grant. The
1998 Plan options are generally fully vested after four years and expire after
ten years.
The Company may grant options for up to 825,000 shares under the Directors'
Plan. The Company has 40,000 options outstanding at June 30, 2000. The option
exercise price equals the closing price of the stock on the day of the grant.
The options are generally fully vested after four years and expire after ten
years.
19
<PAGE> 22
AUSPEX SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2000
A summary of the status of the Company's stock option plans at June 30,
2000, 1999 and 1998 incorporating changes during the years then ended is
presented in the table below (share amounts in thousands):
<TABLE>
<CAPTION>
2000 1999 1998
----------------- ----------------- -----------------
WEIGHTED-AVERAGE WEIGHTED-AVERAGE WEIGHTED-AVERAGE
----------------- ----------------- -----------------
EXERCISE EXERCISE EXERCISE
SHARES PRICE SHARES PRICE SHARES PRICE
------ -------- ------ -------- ------ --------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning of
year........................... 4,857 $4.68 4,583 $9.45 4,080 $ 9.07
Granted.......................... 6,083 $7.74 2,610 $6.34 2,565 $ 9.71
Exercised........................ (1,952) $3.13 (684) $2.67 (410) $ 4.89
Cancelled........................ (2,749) $6.20 (1,622) $6.13 (1,652) $10.04
------ ------ ------
Outstanding at end of year....... 6,239 $7.52 4,887 $4.68 4,583 $ 9.45
====== ====== ======
Exercisable end of year.......... 1,605 $7.26 1,158 $3.42 1,303 $ 8.91
====== ====== ======
Weighted fair value per option
granted........................ $4.75 $1.83 $ 4.71
</TABLE>
<TABLE>
<CAPTION>
JUNE 30, 2000
------------------------------------------------------------------------
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
-------------------------------------------- -------------------------
RANGE OF WEIGHTED-AVERAGE WEIGHTED-AVERAGE WEIGHTED-AVERAGE
EXERCISE PRICES NUMBER REMAINING YEARS EXERCISE PRICE NUMBER EXERCISE PRICE
--------------- ------ ---------------- ---------------- ------ ----------------
<S> <C> <C> <C> <C> <C>
$1.94 - $ 6.25........... 1,045 7.99 $3.99 446 $3.03
$6.28 - $ 6.28........... 1,777 9.86 $6.28 158 $6.28
$6.75 - $ 8.88........... 480 8.84 $7.47 110 $7.57
$9.44 - $12.13........... 2,937 5.46 $9.52 891 $9.52
----- -----
$1.94 - $12.13........... 6,239 7.39 $7.52 1,605 $7.26
===== =====
</TABLE>
Stockholder Rights Plan During 1995, the Company established a stock
purchase rights plan ("the Rights Plan"), under which stockholders may be
entitled to purchase stock in the Company, or in an acquirer of the Company at a
discounted price in the event of certain efforts to acquire control of the
Company. The rights expire on the earliest of (a) April 19, 2005, (b) exchange
or redemption of the rights pursuant to the Rights Plan, or (c) consummation of
a merger or consolidation.
7. PREFERRED STOCK
On January 18, 2000, the Company sold $25 million of its Series B
Convertible Preferred Stock to four institutional investors in a private
placement. The Series B Convertible Preferred Stock is non-voting, carries a 7%
per annum cumulative dividend, which may be paid in cash or Common Stock, and is
convertible into the Company's Common Stock at an 8% discount. In connection
with the sale, the Company issued four-year warrants to purchase an aggregate of
1,605,136 shares of the Company's Common Stock at a price of $8.5663 per share.
During the year ended June 30, 2000, the Company recorded $2,350,000 in
dividends to holders of the Series B Convertible Preferred Stock as a result of
the 7% dividend, the 8% conversion discount and the warrants. Each share of this
stock has liquidation value of $1,000 and pays annual dividends of 7% on a
quarterly basis, payable in cash or stock. Each share of Series B Preferred
Stock is non-voting and is convertible into Common Stock as set forth in detail
in the Certificate of Designations, Preferences and Rights of Series B Preferred
Stock filed with the Secretary of State of the State of Delaware on January 18,
2000.
20
<PAGE> 23
AUSPEX SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2000
8. INCOME TAXES
The provision for (benefit from) income taxes is based upon the loss before
income taxes as follows:
<TABLE>
<CAPTION>
YEARS ENDED JUNE 30,
--------------------------------
2000 1999 1998
-------- -------- --------
<S> <C> <C> <C>
Domestic........................................... $(80,481) $(39,381) $(29,032)
Foreign............................................ $ 418 $ 553 $ 2,364
-------- -------- --------
Total.................................... $(80,063) $(38,828) $(26,668)
======== ======== ========
</TABLE>
The provision for (benefit from) income taxes consisted of the following
(in thousands):
<TABLE>
<CAPTION>
YEARS ENDED JUNE 30,
-----------------------
2000 1999 1998
---- ---- -------
<S> <C> <C> <C>
Current:
Federal............................................... $ -- $ -- $(6,992)
State................................................. 80 -- (68)
Foreign............................................... 617 217 1,049
---- ---- -------
697 217 (6,011)
---- ---- -------
Deferred (benefit):
Federal............................................... -- -- (3,278)
State................................................. -- -- (45)
---- ---- -------
-- -- (3,323)
---- ---- -------
Net tax provision(benefit)................................. $697 $217 $(9,334)
==== ==== =======
</TABLE>
The provision for (benefit from) income taxes is reconciled with the
Federal statutory rate as follows:
<TABLE>
<CAPTION>
YEARS ENDED JUNE 30,
-------------------------------
2000 1999 1998
-------- -------- -------
<S> <C> <C> <C>
Provision (benefit) computed at Federal statutory @
35% rate.......................................... $(28,022) $(13,590) $(9,334)
Increase in valuation allowance................ 42,205 13,590 --
State taxes, net of Federal tax benefit........ (3,585) -- (113)
Research and development and other credits..... (1,163) -- (1,300)
Foreign taxes and other........................ (8,738) 217 1,413
-------- -------- -------
Net tax provision (benefit).................... $ 697 $ 217 $(9,334)
======== ======== =======
Net effective tax rate......................... (1)% 0% 35%
======== ======== =======
</TABLE>
21
<PAGE> 24
AUSPEX SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2000
The components of the net deferred tax asset are as follows:
<TABLE>
<CAPTION>
JUNE 30, JUNE 30,
2000 1999
-------- --------
<S> <C> <C>
Net operating losses........................................ $ 41,355 $ 8,009
Depreciation and asset basis differences.................... 1,877 1,782
Inventory reserve........................................... 3,007 3,028
Other reserves and accruals, not currently deductible for
tax purposes.............................................. 3,664 820
Restructuring reserve....................................... 1,706 176
Other and Credits........................................... 4,186 (225)
-------- --------
Gross deferred tax asset.................................... $ 55,795 $ 13,590
Less: valuation allowance................................... (55,795) (13,590)
-------- --------
Net deferred tax asset...................................... $ -- $ --
======== ========
</TABLE>
As of June 30, 2000, the Company had gross deferred tax assets of
approximately $55.8 million. Due to the uncertainty surrounding the realization
of the future tax attributes in future tax returns, the Company has recorded a
valuation allowance against its net deferred tax assets.
As of June 30, 2000, the Company had NOL carryforwards of approximately
$107.0 million and $77.0 million for federal and state tax purposes,
respectively. If not utilized, the Federal NOL carryforwards expire through 2019
and the state NOL carryforwards will begin to expire in 2003. The Company also
has research credits of approximately $2.0 million and $2.2 million for federal
and state tax purposes, respectively. If not utilized, the federal research
credits begin to expire through 2019.
9. INDUSTRY SEGMENT, GEOGRAPHIC AND CUSTOMER INFORMATION
The Company, which operates in one reportable industry segment, develops,
manufactures, distributes and supports a line of multi-protocol high performance
network file servers and high availability enterprise data management software
solution for storing, serving and managing multiple terabytes of network data
for the technical network market.
Revenues and long-lived assets by geography (net of accumulated
depreciation) consisted of the following for the years ended June 30, (in
thousands):
<TABLE>
<CAPTION>
2000 1999 1998
-------------------- --------------------- ---------------------
LONG LIVED LONG LIVED LONG LIVED
REVENUE ASSETS REVENUE ASSETS REVENUE ASSETS
------- ---------- -------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
United States.............. $46,017 $14,189 $ 75,951 $27,966 $110,801 $32,523
Europe..................... 18,564 493 19,330 625 28,689 860
Pacific Rim................ 11,443 377 13,453 249 23,388 229
Canada..................... 6,175 -- 4,741 1 6,034 5
------- ------- -------- ------- -------- -------
Total............ $82,199 $15,059 $113,475 $28,841 $168,912 $33,617
======= ======= ======== ======= ======== =======
</TABLE>
In fiscal 2000, no customers accounted for more than 10% of revenues. One
customer accounted for 20% of total revenues in each of fiscal 1999 and 1998.
10. EVENTS SUBSEQUENT TO DATE OF AUDITORS REPORT (UNAUDITED)
On August 15, 2000, the Company's stockholders authorized an increase in
the number of shares of Common Stock of the Company from 50,000,000 to
120,000,000.
22
<PAGE> 25
AUSPEX SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2000
The remaining 75% of the Company's outstanding Series B Preferred Stock has
been converted into 3,394,781 shares of common stock, effective September 15,
2000, in accordance with the terms and conditions of the Series B Preferred
Stock and related agreements, dated January 18, 2000. The Company now has no
outstanding preferred stock.
On September 25, 2000, the Company completed a private placement of
11,320,953 shares of common stock at a price of $7.9625 per share, resulting in
gross proceeds of $90.1 million. The participants in this private placement
include both existing and new shareholders.
23
<PAGE> 26
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
for our report included in this Form 10-K into the Company's previously filed
Registration Statements on Form S-8 (Nos. 33-67100, 33-76640, 333-00886,
333-56305, 333-71115, 333-56307 and 333-94545) and on Form S-3 (Nos. 333-40452
and 333-30672).
/s/ ARTHUR ANDERSEN LLP
San Jose, California
October 5, 2000
24
<PAGE> 27
AUSPEX SYSTEMS, INC.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)
<TABLE>
<CAPTION>
ADDITIONS ADDITIONS
BALANCE AT CHARGED CHARGED BALANCE AT
BEGINNING TO AGAINST END
DESCRIPTION OF PERIOD EXPENSE REVENUES DEDUCTIONS OF PERIOD
----------- ---------- --------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Accounts Receivable Allowances:
Year ended June 30, 1998.................... $1,193 $ 220 $556 $ (260) $1,709
Year ended June 30, 1999.................... 1,709 408 51 (761) 1,407
Year ended June 30, 2000.................... 1,407 -- 703 (390) 1,720
Restructuring Reserve:
Year ended June 30, 1998.................... $ -- $ 7,349 $ -- $ (5,934) $1,415
Year ended June 30, 1999.................... 1,415 -- -- (963) 452
Year ended June 30, 2000.................... 452 17,642 -- (13,837) 4,257
</TABLE>
25
<PAGE> 28
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------------- -----------
<C> <S>
3.1(1) Certificate of Incorporation of Registrant as amended to
date.
3.2(1) By-laws of Registrant as amended to date.
4.1(2) Preferred Shares Rights Agreement between the Registrant and
The First National Bank of Boston as Rights Agent dated
April 19, 1995.
4.2(3) Registration Rights Agreement, dated as of January 18, 2000,
between Registrant and the investors named therein.
4.3(3) Certificate of Designations, Preferences and Rights of
Series B Convertible Preferred Stock as filed with the
Secretary of State of the State of Delaware on January 18,
2000.
4.4(3) Registration and Information Rights Agreement dated January
31, 1992.
10.1(1)(4) 1988 Stock Option Plan and forms of Incentive Stock Option
Agreements and Nonstatutory Stock Option Agreements, as
amended to date.
10.2(4)(7) 1993 Directors' Stock Option Plan and forms of Option
Agreements, as amended to date.
10.3(4)(5) 1993 Employee Stock Purchase Plan and forms of Option
Agreements, as amended to date.
10.4(4)(18) 1997 Stock Plan and Form of Stock Option Agreement, as
amended to date.
10.5(4) 1998 Non-Statutory Stock Plan and form of Stock Option
Agreement, as amended to date.
10.6(4)(6) Employee Stock Option agreement, as amended, dated April 18,
2000 between Registrant and Gary J. Sbona.
10.7(3) Form of Warrant to Purchase Common Stock, dated January 18,
2000, issued to certain investors.
10.8(3) Securities Purchase Agreement, dated as of January 18, 2000,
between Registrant and the investors listed on the Schedule
of Buyers attached thereto.
10.9(6) Retainer Agreement between Company and Regent Pacific
Management Corporation, effective February 15, 2000.
10.10(1)(4) 401(k) Plan, as amended to date.
10.11(1)(4) Summary of Executive Bonus Program.
10.12(1)(4) Form of Directors' and Officers' Indemnification Agreement
with all of its Directors and Officers.
10.13(1)(8) OEM Agreement, dated March 9, 1993, between the Registrant
and Fuji Xerox Company, Ltd.
10.14(1)(8) Distributor Agreement, dated June 6, 1990, between the
Registrant and Nissho Electronics Corporation.
10.15(8) Distributor Agreement, dated June 6, 1990, between the
Registrant and Nissho Electronics Corporation, as amended on
July 29, 1997.
10.16(1)(8) Agreement between the Registrant and Solectron Corporation,
dated May 20, 1991, as amended on November 18, 1992.
10.17(1) U.S. OEM Discount Agreement between the Registrant and Sun
Microsystems, Inc., effective as of August 18, 1988, as
amended by Addendum dated September 8, 1988 and Addendum
dated September 14, 1989.
10.18(1) Source Code License between the Registrant and Sun
Microsystems, Inc., dated August 31, 1988, as amended on
April 30, 1991, February 11, 1992 and March 18, 1992.
10.19(1) NFS Software Agreement between the Registrant and Sun
Microsystems, Inc., dated September 29, 1988.
</TABLE>
<PAGE> 29
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------------- -----------
<C> <S>
10.20(9)(10) Software Agreement between the Registrant and AT&T
Information Systems Inc., dated June 2, 1988, as amended by
Supplement Number 1, Supplement Number 2, dated August 5,
1988, and Supplement Number 3, dated August 10, 1990, as
amended on June 28, 1993.
10.21(9)(10) Sublicensing Agreement between the Registrant and AT&T
Information Systems Inc., dated August 30, 1988, as amended
on June 28, 1993.
10.22(1) Software Agreement between the Registrant and UNIX System
Laboratories, Inc., dated April 29, 1992.
10.23(1) License Agreement with the Regents of the University of
California, dated June 9, 1988, as amended by Addendum dated
October 21, 1988.
10.24(11)(12) Intel Corporation Purchase Agreement between Intel
Corporation and the Registrant, dated March 22, 1994.
10.25(13) Warranty and Service Provider Agreement between the
Registrant and AT&T Global Information Systems, dated April
15, 1994.
10.26(13) SunSoft Technology License and Distribution Agreement
between the Registrant and SunSoft, Inc., dated December 17,
1993.
10.27(13) Amendment No. 2 to Lease Agreement between the Registrant
and WHC-SIX Real Estate, dated February 28, 1996.
10.28(13) Interactive SPARC Software and Sublicensing Agreement
between Auspex Systems, Inc. and Interactive systems
Corporation, dated November 15, 1991.
10.29(14) Lease Agreement by and Between South Bay/San Tomas
Associates and Auspex Systems, Inc., dated January 14, 1997,
for 2800 Scott Boulevard, Santa Clara facility.
10.30(14) Lease Agreement by and Between South Bay/San Tomas
Associates and Auspex Systems, Inc., dated January 14, 1997,
for 2300, 2320, 2330 Central Expressway, Santa Clara
facility.
10.31(16) Form of Change of Control Severance Agreement, filed on May
12, 1999.
10.32(16) Form of Change of Control Severance Agreement entered into
the form of the Company and Bruce N. Moore, President and
Chief Executive Officer, dated June 16, 1999.
10.33(15) Software Support Agreement between the Registrant and AT&T
dated July 10, 1997.
10.34(15) Software Licensing Agreement between the Registrant and AT&T
Corporation dated June 3, 1997, as amended on September 14,
1998.
10.35(15) Source License Agreement between the Registrant and
Programmed Logic Corp. Dated July 1, 1998; Bundled Hardware
OEM Binary License Agreement between the Registrant and
Programmed Logic Corp. dated July 1, 1998; Read-Only License
Agreement between the Registrant and Programmed Logic Corp.
dated July 1, 1998.
10.36(15) Master Value Added Distribution Agreement between the
Registrant and Fuji Xerox Co. Ltd. dated May 21, 1997.
10.37(17) Form of Change of Control Severance Agreement entered into
between the Company and Hans H. Schwarz, Senior Vice
President of Engineering, dated January 1, 2000.
21.1* Subsidiaries of Registrant.
23.1 Consent of Arthur Andersen LLP, Independent Public
Accountants.
24.1* Power of Attorney.
27.1* Financial Data Schedule.
</TABLE>
<PAGE> 30
---------------
* Previously filed.
(1) Incorporated by reference to exhibits filed in response to Item 16(a),
"Exhibits," of the Registrant's Registration Statement on Form S-1, as
amended (File No. 33-60052), which was declared effective on May 11, 1993.
(2) Incorporated by reference to Exhibit 1 filed in connection with the
Registrant's Form 8-A, which was filed on April 20, 1995.
(3) Incorporated by reference to exhibits filed in response to Item 7(c),
"Exhibits," of the Registrant's Current Report on Form 8-K (File No.
0-21432), which was filed on January 19, 2000.
(4) Designates management contract or compensatory plan arrangements required
to be filed as an exhibit of this Annual Report on Form 10-K pursuant to
Item 14(c).
(5) Incorporated by reference to exhibits filed in connection with the
Registrant's Proxy Statement for the 1999 Annual Meeting of Stockholders,
which was filed on October 8, 1999.
(6) Incorporated by reference to exhibits filed in response to Item 6(a),
"Exhibits," filed in connection with Registrant's Form 10-Q for the quarter
ended March 31, 2000 (File No. 0-21432), which was filed on May 11, 2000.
(7) Incorporated by reference to exhibits filed in connection with Registrants'
Proxy Statement for the 1997 Annual Meeting of Stockholders, which was
filed on October 14, 1997.
(8) Confidential treatment granted by order effective May 11, 1993.
(9) Incorporated by reference to identically numbered exhibits filed in
connection with Registrant's Form 10-K for the fiscal year ended June 25,
1993 (File No. 33-60052).
(10) Confidential treatment granted by order effective January 14, 1994.
(11) Incorporated by reference to Exhibit 10.1 filed in connection with
Registrant's Form 10-Q for the quarter ended March 31, 1994 (File No.
0-21432), which was filed on May 16, 1994.
(12) Confidential treatment granted by order effective July 7, 1994.
(13) Incorporated by reference to exhibits filed in connection with the
Registrant's Form 10-K for the fiscal year ended June 30, 1994 (File No.
0-21432), which was filed on September 28, 1994 and confidential treatment
granted by order effective December 5, 1994.
(14) Incorporated by reference to exhibits filed in connection with Registrant's
Form 10-K for the fiscal year ended June 30, 1997 (File No. 0-21432), which
was filed on September 24, 1997.
(15) Incorporated by reference to exhibits filed in connection with Registrant's
Form 10-K for the fiscal year ended June 30, 1999 (File No. 0-21432), which
was filed on September 27, 1999.
(16) Incorporated by reference to exhibits in connection with Registrant's Form
10-Q for the quarter ended March 31, 1999 (File No. 0-21432), which was
filed on May 12, 1999. Form of Change of Control Severance Agreement
entered into between the Company and each of:
-- Steve Aleshire, Vice President of World Wide Customer Services
-- R. Marshall Case, Vice President of Finance and Chief Financial Officer
-- John S. Coviello, Vice President of Research and Development
-- Dorothy Krier, Vice President of Human Resources
-- John P. Livingston, Vice President of Operations
-- Fred J. Wiele, Vice President of Marketing, dated November 25, 1998
(17) Incorporated by reference to exhibits in connection with Registrant's Form
10-Q for the quarter ended December 31, 1999, which was filed on February
10, 2000.
(18) Incorporated by reference to exhibits filed in connection with Registrant's
Proxy Statement for the Special Meeting of Stockholders held on April 23,
1998, which was filed on March 20, 1998.
