<PAGE> 1
[FORM 10-K/A LOGO]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
[x] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended March 31, 1997
Commission File Number 000-23260
GLOBAL VILLAGE COMMUNICATION, INC.
(Exact name of registrant as specified in its charter)
State of Incorporation: Delaware
IRS identification number: 94-3095680
1144 East Arques Avenue
Sunnyvale, CA 94086-4602
(408) 523-1000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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
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 (sec.229.405 of this chapter) 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. [ ]
The approximate aggregate market value of the Common Stock held by
non-affiliates of the Registrant, based upon the closing price of the Common
Stock reported on the National Association of Securities Dealers, Inc. Automated
Quotation (Nasdaq) National Market was $54,625,396 as of May 31, 1997.(1)
The number of shares of Common Stock outstanding as of May 31, 1997 was
16,932,279.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement dated on or about June 20, 1997 to be
delivered to shareholders in connection with the Annual Meeting of Shareholders
to be held July 31, 1997 are incorporated by reference into Part III.
(1) Excludes 1,394,278 shares of Common Stock held by directors, officers and
affiliates as of May 31, 1997.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the Company has duly caused this Form 10-K/A Annual Report to be signed on
its behalf by the undersigned, thereunto duly authorized on the 26th day of
June, 1997.
GLOBAL VILLAGE COMMUNICATION, INC.
BY: /s/ NEIL SELVIN
-----------------------------------
Neil Selvin, President, Chief
Executive
Officer and Director
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 Company and in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------------------- -------------------------- -------------------
<S> <C> <C>
* Chairman of the Board June 26, 1997
- -----------------------------------------------
Leonard A. Lehmann
/s/ NEIL SELVIN President, Chief Executive June 26, 1997
- ----------------------------------------------- Officer and Director
Neil Selvin (Principle Executive
Officer)
* Vice President, Finance, June 26, 1997
- ----------------------------------------------- Chief Financial Officer
John M. Peterson and Secretary (Principle
Financial and Accounting
Officer)
* Director June 26, 1997
- -----------------------------------------------
Kevin R. Compton
* Director June 26, 1997
- -----------------------------------------------
Eugene Eidenberg
* Director June 26, 1997
- -----------------------------------------------
Kenneth A. Goldman
* Director June 26, 1997
- -----------------------------------------------
Jeremy Jaech
* By /s/ NEIL SELVIN
- -----------------------------------------------
Neil Selvin
Attorney-in-Fact
</TABLE>
47
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(c) Exhibits
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF DOCUMENT PAGE
<C> <S> <C>
3.1 Form of Certificate of Incorporation of Global Village
Communication Delaware *
3.2 Form of Bylaws of Global Village Communication Delaware *
4.1 Reference is made to Exhibits 3.1 through 3.2 *
4.2 Amended and Restated Investor Rights Agreements among the
Company and certain other person named therein, dated as of
May 26, 1992 *
4.3 Employee Shareholder Agreement between the Company and
certain stockholders of the Company, as amended, and
related schedule *
4.4 Common Stock Purchase Agreement between the Company and
other parties named therein, dated as of October 2, 1989 *
4.5 Series A Junior Preferred Stock Exchange Agreement between
the Company and other parties named therein, dated as of
May 14, 1991 *
4.6 Series B Preferred Stock Purchase Agreement between the
Company and other parties named therein, dated as of May
14, 1991 *
4.7 Warrant to Purchase 31,395 Shares of Series B Preferred
granted by the Company to Company to Dominion Ventures,
dated as of November 27, 1991 *
4.8 Series C Preferred Stock Purchase Agreement between the
Company and other parties named therein, dated as of May
26, 1992 *
10.1 Form of Indemnity Agreement entered into between the
Company and its directors and officers, with related
schedule *
10.2 1991 Stock Option Plan, as amended (the "Option Plan") *
10.3 Form of Incentive Stock Option under the Option Plan *
10.4 Form of Supplemental Stock Option under the Option Plan *
10.5 1993 Employee Stock Purchase Plan *
10.6 Sublease Agreement between the Company and Northern Telecom
Inc., dated as of May 21, 1992 *
10.7 Source Code License, Agreement between the Company and
Apple Computer, Inc. dated August 31, 1992 *
10.8 Software Development Agreement between the Company and
Apple Computer, Inc. dated August 31, 1992 *
10.9 Form of License and Distribution Agreement between the
Company and Apple Computer, Inc. dated December 15, 1993 *
</TABLE>
45
<PAGE> 4
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF DOCUMENT PAGE
<C> <S> <C>
10.10 Distribution Agreement between the Company and Ingram
Micro, dated as of February 16, 1993 *
10.11 Distribution Agreement between the Company and Merisel,
Inc. dated as of June 1, 1993 *
10.12 1994 Non-Employee Directors' Stock Option Plan, including
Form of Supplemental Stock Option *
10.13+ Master OEM Purchase Agreement between Apple Computer, Inc.
and the Company dated June 6, 1994 x
10.14+ License and Distribution Agreement between the Company and
Apple Computer, Inc. dated June 6, 1994 x
10.15++ First Amendment to License Agreement between Apple
Computer, Inc. and the Company, dated June 30, 1994 0
10.16++ Lease Agreement between Herman Christensen Jr. and Raymond
P. Christensen and the Company dated July 14, 1994. 0
10.17 Loan and Security Agreement between Silicon Valley Bank and
the Company, dated April 23, 1997 **
10.18 Schedule to Loan and Security Agreement between Silicon
Valley Bank and the Company, dated April 23, 1997 **
10.19++ Management Incentive Plan **
11.1 Statement Regarding Computation of Per Share Results **
13.0 Annual Report to Stockholders *
16.1 Letter regarding change in accountants *
23.1 Consent of KPMG Peat Marwick LLP **
25.1 Power of Attorney **
27.1 Financial Data Schedule
</TABLE>
* Filed as a exhibit to the Registrant's Registration Statement of Form S-1
(Registration No 33-73878 as amended) and incorporate by reference hereby.
x Filed as an Exhibit to the Registrant's Annual Report on Form 10-K for the
fiscal year ended March 31, 1994 and incorporated by reference hereby.
0 Filed as an Exhibit to the Registrant's Quarterly Report on Form 10-Q for
the fiscal quarter ended June 30, 1994 and incorporated by reference hereby.
xx Filed as an Exhibit to the Registrant's Annual Report on Form 10-K for the
fiscal year ended March 31, 1997 and incorporated by reference.
+ The Company has received confidential treatment with respect to portions of
these Exhibits.
**The Company has requested confidential treatment with respect to portions of
this document.
46
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-01-1996
<PERIOD-END> MAR-31-1997
<CASH> 9,687
<SECURITIES> 0
<RECEIVABLES> 10,712
<ALLOWANCES> (6,388)
<INVENTORY> 2,071
<CURRENT-ASSETS> 24,090
<PP&E> 15,468
<DEPRECIATION> (8,539)
<TOTAL-ASSETS> 35,200
<CURRENT-LIABILITIES> 27,850
<BONDS> 0
0
0
<COMMON> 17
<OTHER-SE> 7,333
<TOTAL-LIABILITY-AND-EQUITY> 35,200
<SALES> 90,174
<TOTAL-REVENUES> 90,174
<CGS> 80,439
<TOTAL-COSTS> 80,439
<OTHER-EXPENSES> 51,764
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (248)
<INCOME-PRETAX> (41,253)
<INCOME-TAX> (5,401)
<INCOME-CONTINUING> (35,852)
<DISCONTINUED> (4,029)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (39,881)
<EPS-PRIMARY> (2.37)
<EPS-DILUTED> (2.37)
</TABLE>
