<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 24, 1996.
REGISTRATION NO. 333-3815
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
CONDUCTUS, INC.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 3679 77-0162388
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification
Incorporation or Organization) Number)
</TABLE>
--------------------------
969 W. MAUDE AVENUE
SUNNYVALE, CA 94086
(408) 523-9950
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
--------------------------
CHARLES E. SHALVOY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CONDUCTUS, INC.
969 W. MAUDE AVENUE
SUNNYVALE, CA 94086
(408) 523-9950
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------------
COPIES TO:
<TABLE>
<S> <C>
ROBERT V. GUNDERSON, JR., ESQ. HOWARD S. ZEPRUN, ESQ.
BROOKS STOUGH, ESQ. THEODORE C. CHEN, ESQ.
RENEE L. BARTON, ESQ. BRETT D. BYERS, ESQ.
WILLIAM E. GROWNEY, JR., ESQ. Wilson Sonsini Goodrich & Rosati, P.C.
Gunderson Dettmer Stough 650 Page Mill Road
Villeneuve Franklin & Hachigian, LLP Palo Alto, California 94304
600 Hansen Way, Second Floor (415) 493-9300
Palo Alto, California 94304
(415) 843-0500
</TABLE>
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
--------------------------
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / _____________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / _____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
--------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SUCH SECTION 8(A), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
CONDUCTUS, INC.
CROSS-REFERENCE SHEET
SHOWING LOCATION IN PROSPECTUS OF INFORMATION
REQUIRED BY ITEMS OF FORM S-1
<TABLE>
<CAPTION>
FORM S-1 REGISTRATION STATEMENT HEADING HEADING OR LOCATION IN PROSPECTUS
- ---------------------------------------------------------------- -----------------------------------------------------
<C> <S> <C>
1. Forepart of the Registration Statement and Outside
Front Cover Page of Prospectus...................... Forepart of the Registration Statement; Outside Front
Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages of
Prospectus.......................................... Inside Front Cover Page; Outside Back Cover Page
3. Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges........................... Prospectus Summary; Risk Factors
4. Use of Proceeds...................................... Prospectus Summary; Use of Proceeds
5. Determination of Offering Price...................... Underwriting
6. Dilution............................................. Dilution
7. Selling Security Holders............................. Not Applicable
8. Plan of Distribution................................. Underwriting
9. Description of Securities to be Registered........... Outside Front Cover Page; Prospectus Summary;
Capitalization; Description of Capital Stock
10. Interests of Named Experts and Counsel............... Legal Matters
11. Information with Respect to the Registrant........... Inside and Outside Cover Pages; Prospectus Summary;
Risk Factors; Use of Proceeds; Dividend Policy;
Capitalization; Dilution; Selected Financial Data;
Management's Discussion and Analysis of Financial
Condition and Results of Operations; Business;
Management; Certain Transactions; Principal
Stockholders; Description of Capital Stock; Shares
Eligible for Future Sale; Experts; Additional
Information; Financial Statements
12. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities...................... Not Applicable
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Company in connection
with the sale of Common Stock being registered. All amounts are estimates except
the SEC registration fee, the NASD filing fee and the Nasdaq National Market
listing fee.
<TABLE>
<S> <C>
SEC Registration fee...................................................... $ 5,949
NASD fee.................................................................. 2,225
Nasdaq National Market listing fee........................................ 17,500
Printing and engraving expenses........................................... 100,000
Legal fees and expenses................................................... 125,000
Accounting fees and expenses.............................................. 120,000
Blue sky fees and expenses................................................ 5,000
Transfer agent fees....................................................... 10,000
Miscellaneous fees and expenses........................................... 14,326
---------
Total................................................................. $ 400,000
---------
---------
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes a court to
award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). Article VII, Section 6, of the Registrant's
Bylaws provides for mandatory indemnification of its directors and officers and
permissible indemnification of employees and other agents to the maximum extent
permitted by the Delaware General Corporation Law. The Registrant's Certificate
of Incorporation provides that, pursuant to Delaware law, its directors shall
not be liable for monetary damages for breach of the directors' fiduciary duty
as directors to the Company and its stockholders. This provision in the
Certificate of Incorporation does not eliminate the directors' fiduciary duty,
and in appropriate circumstances equitable remedies such as injunctive or other
forms of non-monetary relief will remain available under Delaware law. In
addition, each director will continue to be subject to liability for breach of
the director's duty of loyalty to the Company for acts or omissions not in good
faith or involving intentional misconduct, for knowing violations of law, for
actions leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws. The Registrant has entered into
Indemnification Agreements with its officers and directors, a form of which is
attached as Exhibit hereto and incorporated herein by reference. The
Indemnification Agreements provide the Registrant's officers and directors with
further indemnification to the maximum extent permitted by the Delaware General
Corporation Law." Reference is made to that Section of the Underwriting
Agreement contained in Exhibit 1.1 hereto, that indemnifies officers and
directors of the Registrant against certain liabilities.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Since January 1, 1993, the Registrant has issued and sold (without payment
of any selling commission to any person) the following unregistered securities:
(1) In October 1992 and January 1993, the Company issued and sold to certain
investors convertible promissory notes in the aggregate amount of
$1,980,000 and warrants to purchase shares of Series B Preferred Stock
(convertible into warrants exercisable for an aggregate of 33,460 shares
of
II-1
<PAGE>
Common Stock at an effective exercise price of $8.96 per share of Common
Stock upon the closing of the Company's initial public offering ("IPO")
in August, 1993). Each of such notes had an interest of 9% per annum. The
aggregate purchase price of such warrants equaled $20,000.
(2) In January 1993, in connection with the renegotiation of an equipment
lease agreement with Dominion Ventures, Inc., the Company issued two
warrants exercisable to purchase shares of Series B Preferred Stock
(convertible into warrants exercisable for an aggregate of 7,577 shares
of Common Stock at an effective exercise price of $8.96 per share of
Common Stock upon the closing of the IPO). Such warrants will expire on
August 5, 1998.
(3) In January 1993, the Company issued to Comdisco, Inc. a warrant to
purchase shares of Series B Preferred Stock (convertible into a warrant
to purchase 2,087 shares of Common Stock at an effective exercise price
of $8.96 per share of Common Stock upon the closing of the IPO). Such
warrant was issued in exchange for forgiveness of interest payments under
an equipment lease agreement and will expire on August 5, 1998.
(4) In May 1993, in connection with the acquisition of Tristan Technologies,
Inc., the Company issued 342,588 shares of Common Stock and options to
purchase 20,936 shares of Common Stock to the former employees of Tristan
in exchange of all the outstanding shares and options of Tristan.
(5) In June 1993, the Company issued and sold to certain investors shares of
Series B Preferred Stock convertible into an aggregate of 412,838 shares
of Common Stock at an effective per share purchase price of $8.96 and
issued and sold to an investor 21,670 shares of Common Stock at an
effective per share purchase price of $4.48, all in exchange for the
cancellation of outstanding indebtedness of $2,065,907, $1,500,065 in
cash and equipment valued at $230,000.
(6) Since January 1, 1993, the Registrant has sold and issued 356,281 shares
(assuming no exercise of stock options after March 31, 1996) of its
Common Stock to employees, independent directors and consultants pursuant
to exercises of options under its 1992 Stock Option Plan, predecessor
plans and employment agreements.
(7) Since January 1, 1993, the Registrant has sold and issued 101,790 shares
(assuming no sales of stock after November 30, 1995) of its Common Stock
to employees pursuant to its 1994 Employee Stock Purchase Plan.
(8) In March 1996, the Registrant sold and issued a warrant to purchase
15,000 shares of its Common Stock to Silicon Valley Bank (the "Bank")
pursuant to modifications of the terms of a line of credit between the
Bank and the Registrant. These modifications included an increase in the
amount of the line of credit from $1,000,000 to $2,000,000 as well as the
creation of an equipment term loan in the amount of $1,000,000.
The issuances of the above securities were deemed to be exempt from
registration under the Act in reliance on Section 4(2) of such Act, or
Regulation D thereunder, or Rule 701 promulgated under Section 3(b) of the Act
as transactions by an issuer not involving any public offering or transactions
pursuant to compensatory benefit plans and contracts relating to compensation as
provided under Rule 701. The recipients of securities in each such transaction
represented their intention to acquire the securities for investment only and
not with a view to or for sale in connection with any distribution thereof and
appropriate legends were affixed to the share certificates and warrants issued
in such transactions. All recipients had adequate access, through their
relationships with the Registrant, to information about the Registrant.
II-2
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ------------- -----------------------------------------------------------------------------------------------------
<S> <C>
1.1- Form of Underwriting Agreement dated June , 1996.
2.1* Stock Exchange Agreement dated as of May 28, 1993 between the Registrant and Tristan Technologies,
Inc. ("Tristan").
3.3** Restated Certificate of Incorporation.
3.5* Restated Bylaws of Registrant.
4.2* Warrant dated December 1, 1988 by the Registrant in favor of Comdisco, Inc. ("Comdisco").
4.3* Warrant dated December 1, 1988 by the Registrant in favor of Dominion Ventures, Inc. ("Dominion").
4.4* Form of Warrant dated October 15, 1992 by the Registrant in favor of certain institutional investors.
4.5* Form of Warrant dated January 31, 1993 by the Registrant in favor of certain institutional investors.
4.6* Warrant Purchase Agreements dated as of January 26, 1993 between the Registrant and Dominion and
Warrants dated January 26, 1993 by the Registrant in favor of Dominion.
4.7* Warrant dated January 5, 1993 by the Registrant in favor of Comdisco.
5.1 Opinion Regarding Legality of the Shares.
10.1*- Second Amended and Restated Registration Rights Agreement dated June 3, 1993, as amended by the
Amendment and Waiver Agreement dated May 14, 1996 among Registrant and certain investors.
10.2* Form of Modification Agreement to be entered into among the Registrant and certain of its
warrantholders.
10.3*+ Coordinated Research Program Agreement dated October 14, 1988 and Amendment dated May 26, 1991
between the Registrant and Hewlett-Packard Company ("H-P"), as amended by the Agreement Between
Registrant and Hewlett-Packard Company dated June 2, 1993.
10.5* Cooperation Agreement dated March 2, 1992 between the Registrant and TRW, Inc.
10.6* Agreement dated August 1991 among the Registrant, E-Systems, Melpar Division, Superconductor
Technologies, Inc., Trans-Science Corporation, Datamax, Inc., Georgia Tech Research Corporation,
Georgia Institute of Technology, Massachusetts Institute of Technology, Cornell University and
E-Systems, Inc., Greenville Division.
10.7*- Collaborative Research Agreement among Registrant, TRW, H-P, Stanford University and University of
California, Berkeley, as amended by the letter dated November 12, 1992 from H-P to Registrant.
10.7.1****+ Joint Development and Licensing Agreement dated August 31, 1994 between the Registrant and Varian.
10.7.2Q Joint Development Agreement dated December 14, 1995 between the Registrant and Siemens
Aktiengesellschaft Medical Engineering Group.
10.7.3+Q Superconducting Filter Technology Joint Development Agreement dated April 25, 1996 between the
Registrant and Lucent Technologies Inc.
10.7.4- Collaboration Agreement between Registrant and CTI and Agreement for Joint Development Project for
Cryogenic Interconnect Package for NMR Probe between Registrant and CTI, both dated September 19,
1995.
10.7.5- High Temperature Superconductor Thin-Film Manufacturing Alliance Agreement among Registrant,
Superconductor Technologies, Inc., Stanford University, Georgia Research Corporation, Microelectronic
Control and Sensing Incorporated, IBIS, Focused Research and BDM Federal dated November 17, 1995.
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ------------- -----------------------------------------------------------------------------------------------------
<S> <C>
10.8* Master Equipment Lease Agreement dated November 18, 1988 between the Registrant and Comdisco, as
amended to date.
10.9* Master Equipment Lease Agreement effective December 1, 1988, as amended, between the Registrant and
Dominion, as amended to date.
10.10* Hewlett-Packard Financing Agreement dated March 1993 between the Registrant and H-P.
10.11* Conductus, Inc. Series B Preferred Stock Purchase Agreement dated as of October 14, 1988 between
Registrant and H-P.
10.12* Conductus, Inc. Note and Warrant Purchase Agreements dated as of October 15, 1992 and January 31,
1993 among the Registrant and the parties named therein.
10.13* Conductus, Inc. Series B Preferred Stock and Common Stock Purchase Agreement dated as of June 3, 1993
among the Registrant and the parties named therein.
10.15* Employment, Stock Restriction and Asset Purchase Right Agreement dated May 27, 1993 between the
Registrant and Dr. Duane Crum.
10.16* Lease Agreement and Letter Agreement dated February 13, 1989 between the Registrant and Mozart-McKee
Limited Partnership for part of the Sunnyvale facilities.
10.17* Lease Agreement dated May 3, 1993 between the Registrant and Mozart-McKee Limited Partnership for
part of the Sunnyvale facilities.
10.18* Standard Industrial Lease between Tristan and GWR Instruments, Inc. dated September 10, 1991.
10.19* 1992 Stock Option/Stock Purchase Plan, as amended.
10.20* Amended 1989 Stock Option Plan.
10.21* 1987 Stock Option Plan.
10.22* Form of Indemnification Agreement between the Registrant and each of its directors and officers.
10.23** Exclusive Distributor Agreement between Registrant and Niki Glass Co., Ltd. dated as of February 2,
1994.
10.24**** Lease Agreement dated December 8, 1994 between Registrant and Mozart-McKee Limited Partnership for
Sunnyvale facilities.
10.25**** Business Loan Agreement dated August 15, 1994 between Registrant and Silicon Valley Bank for working
capital credit facility and term loan facility.
10.26**** Employment Agreement dated May 3, 1994 between Registrant and Mr. Charles E. Shalvoy.
10.27**** Employment Agreement dated November 23, 1994 between Registrant and Mr. Henry Zauderer.
10.28*** Conductus, Inc. 1994 Employee Stock Purchase Plan.
10.29***** Loan Modification Agreement dated March 8, 1996 between Registrant and Silicon Valley Bank modifying
the Business Loan Agreement dated August 15, 1994.
10.30- Loan Modification Agreements dated August 15, 1995 and June 10, 1996, respectively, between
Registrant and Silicon Valley Bank, each modifying the Business Loan Agreement dated August 15, 1994.
11.1Q Statements of computation of loss per share.
21.1* Subsidiary of the Registrant.
23.1 Consent of Independent Accountants. (See Page II-8).
23.2 Consent of Patent Counsel. (See Page II-9).
24.1 Power of Attorney (See Page II-6).
</TABLE>
- ------------------------
* Incorporated herein by reference from the same numbered exhibits filed with
the Company's Registration Statement on Form S-1 (Number 33-64020), as
amended.
II-4
<PAGE>
** Incorporated herein by reference from the same numbered exhibit filed with
the Company's 1993 Annual Report on Form 10-K.
*** Incorporated herein by reference from exhibit number 99.1 to the Company's
Registration Statement on a Form S-8 filed with the SEC Commission on
August 5, 1994.
**** Incorporated herein by reference from the same numbered exhibit filed with
the Company's 1994 Annual Report on Form 10-K.
+ Confidential treatment granted or requested as to certain portions of these
exhibits.
Q Incorporated herein by reference from the same numbered exhibit filed with
the Company's Registration Statement on Form S-1 (Number 333-3815) on May
10, 1996.
*****Incorporated herein by reference from the same numbered exhibit filed with
the Company's 1995 Annual Report on Form 10-K.
- - Incorporated herein by reference from the same numbered exhibit filed with
Amendment No. 2 to the Company's Registration Statement on Form S-1 (Number
333-3815) on June 17, 1996.
(b) Financial Statement Schedules
Schedule II -- Valuation and Qualifying Accounts
Schedules not listed above have been omitted because the information
required to be set forth therein is not applicable or is shown in the financial
statements or notes thereto.
ITEM 17. UNDERTAKINGS
The Registrant hereby undertakes to provide to the Underwriters at the
closing specified in the Underwriting Agreement, certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the Delaware General Corporation Law, the Certificate of
Incorporation or the Bylaws of the Registrant, the Underwriting Agreement, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act, and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer,
or controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered hereunder, the Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
The Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of Prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
Prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of Prospectus shall
be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Sunnyvale, State of
California, on this 24th day of June, 1996.
CONDUCTUS, INC.
By: /s/ WILLIAM J. TAMBLYN
-----------------------------------
William J. Tamblyn
VICE PRESIDENT AND CHIEF FINANCIAL
OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
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
- ------------------------------------------ ---------------------------------------------------- ---------------
<C> <S> <C>
*/s/ CHARLES E. SHALVOY
--------------------------------- President, Chief Executive Officer and Director
Charles E. Shalvoy (Principal Executive Officer) June 24, 1996
/s/ WILLIAM J. TAMBLYN
--------------------------------- Vice President, Chief Financial Officer (Principal
William J. Tamblyn Accounting Officer) June 24, 1996
*/s/ JOHN F. SHOCH
--------------------------------- Chairman of the Board of Directors
John F. Shoch, Ph.D. June 24, 1996
*/s/ ANTHONY SUN
--------------------------------- Director
Anthony Sun June 24, 1996
--------------------------------- Director
Richard W. Anderson
*/s/ MARTIN COOPER
--------------------------------- Director
Martin Cooper June 24, 1996
--------------------------------- Director
Robert J. Saldich
*By: /s/ WILLIAM J. TAMBLYN
----------------------------
William J. Tamblyn
(ATTORNEY-IN-FACT)
</TABLE>
II-6
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS ON SCHEDULE
To the Board of Directors and Stockholders
Conductus, Inc.:
Our report on the financial statements of Conductus Inc., is included on
page F-2 of this Registration Statement. In connection with our audits of such
financial statements, we have also audited the related financial statement
schedule listed in the index on page II-4 of this Registration Statement.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information required to be
included therein.
COOPERS & LYBRAND L.L.P.
San Jose, California
February 9, 1996, except Note 10
for which the date is March 8, 1996
II-7
<PAGE>
EXHIBIT 23.1
CONDUCTUS, INC.
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this Registration Statement (File No. 333-3815)
of our reports dated February 9, 1996, except as to note 10 for which the date
is March 8, 1996, on our audits of the financial statements and financial
statement schedule of Conductus, Inc. We also consent to the reference to our
firm under the caption "Experts."
COOPERS & LYBRAND L.L.P.
San Jose, California
June 17, 1996
II-8
<PAGE>
EXHIBIT 23.2
CONDUCTUS, INC.
CONSENT OF PATENT COUNSEL
We consent to the reference to our firm under the caption "Experts" in this
Amendment No. 2
(File No. 333-3815).
MERCHANT, GOULD, SMITH,
EDELL, WELTER & SCHMIDT, P.A.
Minneapolis, Minnesota
June 15, 1996
MERCHANT, GOULD, SMITH,
EDELL, WELTER & SCHMIDT, P.A.
By /s/ Charles G. Carter
--------------------------------------
Charles G. Carter
II-9
<PAGE>
SCHEDULE II
CONDUCTUS, INC.
VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
COLUMN B COLUMN C COLUMN E
------------ ------------------------ -----------
COLUMN A BALANCE AT CHARGED TO CHARGED TO COLUMN D BALANCE
- -------------------------------------------------- BEGINNING OF COST AND OTHER ----------- AT END
DESCRIPTION PERIOD EXPENSES ACCOUNTS DEDUCTIONS OF PERIOD
- -------------------------------------------------- ------------ ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Year ended December 31, 1993:
Allowance for doubtful accounts................... $ 50,000 $ -- $ -- $ -- $ 50,000
Allowance for excess and obsolete inventory....... $ -- $ -- $ -- $ -- $ --
Year ended December 31, 1994:
Allowance for doubtful accounts................... $ 50,000 $ -- $ -- $ -- $ 50,000
Allowance for excess and obsolete inventory....... $ -- $ 61,000 $ -- $ -- $ 61,000
Year ended December 31, 1995:
Allowance for doubtful accounts................... $ 50,000 $ -- $ -- $ -- $ 50,000
Allowance for excess and obsolete inventory....... $ 61,000 $ 20,000 $ -- $ -- $ 81,000
</TABLE>
S-1
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ------------- -----------------------------------------------------------------------------------------------------
<S> <C>
1.1- Form of Underwriting Agreement dated June , 1996.
2.1* Stock Exchange Agreement dated as of May 28, 1993 between the Registrant and Tristan Technologies,
Inc. ("Tristan").
3.3** Restated Certificate of Incorporation.
3.5* Restated Bylaws of Registrant.
4.2* Warrant dated December 1, 1988 by the Registrant in favor of Comdisco, Inc. ("Comdisco").
4.3* Warrant dated December 1, 1988 by the Registrant in favor of Dominion Ventures, Inc. ("Dominion").
4.4* Form of Warrant dated October 15, 1992 by the Registrant in favor of certain institutional investors.
4.5* Form of Warrant dated January 31, 1993 by the Registrant in favor of certain institutional investors.
4.6* Warrant Purchase Agreements dated as of January 26, 1993 between the Registrant and Dominion and
Warrants dated January 26, 1993 by the Registrant in favor of Dominion.
4.7* Warrant dated January 5, 1993 by the Registrant in favor of Comdisco.
5.1 Opinion Regarding Legality of the Shares.
10.1*- Second Amended and Restated Registration Rights Agreement dated June 3, 1993, as amended by the
Amendment and Waiver Agreement dated May 14, 1996 among Registrant and certain investors.
10.2* Form of Modification Agreement to be entered into among the Registrant and certain of its
warrantholders.
10.3*+ Coordinated Research Program Agreement dated October 14, 1988 and Amendment dated May 26, 1991
between the Registrant and Hewlett-Packard Company ("H-P"), as amended by the Agreement Between
Registrant and Hewlett-Packard Company dated June 2, 1993.
10.5* Cooperation Agreement dated March 2, 1992 between the Registrant and TRW, Inc.
10.6* Agreement dated August 1991 among the Registrant, E-Systems, Melpar Division, Superconductor
Technologies, Inc., Trans-Science Corporation, Datamax, Inc., Georgia Tech Research Corporation,
Georgia Institute of Technology, Massachusetts Institute of Technology, Cornell University and
E-Systems, Inc., Greenville Division.
10.7*- Collaborative Research Agreement among Registrant, TRW, H-P, Stanford University and University of
California, Berkeley, as amended by the letter dated November 12, 1992 from H-P to Registrant.
10.7.1****+ Joint Development and Licensing Agreement dated August 31, 1994 between the Registrant and Varian.
10.7.2Q Joint Development Agreement dated December 14, 1995 between the Registrant and Siemens
Aktiengesellschaft Medical Engineering Group.
10.7.3+Q Superconducting Filter Technology Joint Development Agreement dated April 25, 1996 between the
Registrant and Lucent Technologies Inc.
10.7.4- Collaboration Agreement between Registrant and CTI and Agreement for Joint Development Project for
Cryogenic Interconnect Package for NMR Probe between Registrant and CTI, both dated September 19,
1995.
10.7.5- High Temperature Superconductor Thin-Film Manufacturing Alliance Agreement among Registrant,
Superconductor Technologies, Inc., Stanford University, Georgia Research Corporation, Microelectronic
Control and Sensing Incorporated, IBIS, Focused Research and BDM Federal dated November 17, 1995.
10.8* Master Equipment Lease Agreement dated November 18, 1988 between the Registrant and Comdisco, as
amended to date.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ------------- -----------------------------------------------------------------------------------------------------
<S> <C>
10.9* Master Equipment Lease Agreement effective December 1, 1988, as amended, between the Registrant and
Dominion, as amended to date.
10.10* Hewlett-Packard Financing Agreement dated March 1993 between the Registrant and H-P.
10.11* Conductus, Inc. Series B Preferred Stock Purchase Agreement dated as of October 14, 1988 between
Registrant and H-P.
10.12* Conductus, Inc. Note and Warrant Purchase Agreements dated as of October 15, 1992 and January 31,
1993 among the Registrant and the parties named therein.
10.13* Conductus, Inc. Series B Preferred Stock and Common Stock Purchase Agreement dated as of June 3, 1993
among the Registrant and the parties named therein.
10.15* Employment, Stock Restriction and Asset Purchase Right Agreement dated May 27, 1993 between the
Registrant and Dr. Duane Crum.
10.16* Lease Agreement and Letter Agreement dated February 13, 1989 between the Registrant and Mozart-McKee
Limited Partnership for part of the Sunnyvale facilities.
10.17* Lease Agreement dated May 3, 1993 between the Registrant and Mozart-McKee Limited Partnership for
part of the Sunnyvale facilities.
10.18* Standard Industrial Lease between Tristan and GWR Instruments, Inc. dated September 10, 1991.
10.19* 1992 Stock Option/Stock Purchase Plan, as amended.
10.20* Amended 1989 Stock Option Plan.
10.21* 1987 Stock Option Plan.
10.22* Form of Indemnification Agreement between the Registrant and each of its directors and officers.
10.23** Exclusive Distributor Agreement between Registrant and Niki Glass Co., Ltd. dated as of February 2,
1994.
10.24**** Lease Agreement dated December 8, 1994 between Registrant and Mozart-McKee Limited Partnership for
Sunnyvale facilities.
10.25**** Business Loan Agreement dated August 15, 1994 between Registrant and Silicon Valley Bank for working
capital credit facility and term loan facility.
10.26**** Employment Agreement dated May 3, 1994 between Registrant and Mr. Charles E. Shalvoy.
10.27**** Employment Agreement dated November 23, 1994 between Registrant and Mr. Henry Zauderer.
10.28*** Conductus, Inc. 1994 Employee Stock Purchase Plan.
10.29***** Loan Modification Agreement dated March 8, 1996 between Registrant and Silicon Valley Bank modifying
the Business Loan Agreement dated August 15, 1994.
10.30- Loan Modification Agreements dated August 15, 1995 and June 10, 1996, respectively, between
Registrant and Silicon Valley Bank, each modifying the Business Loan Agreement dated August 15, 1994.
11.1Q Statements of computation of loss per share.
21.1* Subsidiary of the Registrant.
23.1 Consent of Independent Accountants. (See Page II-8).
23.2 Consent of Patent Counsel. (See Page II-9).
24.1 Power of Attorney (See Page II-6).
</TABLE>
- ------------------------
* Incorporated herein by reference from the same numbered exhibits filed with
the Company's Registration Statement on Form S-1 (Number 33-64020), as
amended.
** Incorporated herein by reference from the same numbered exhibit filed with
the Company's 1993 Annual Report on Form 10-K.
*** Incorporated herein by reference from exhibit number 99.1 to the Company's
Registration Statement on a Form S-8 filed with the SEC Commission on
August 5, 1994.
<PAGE>
**** Incorporated herein by reference from the same numbered exhibit filed with
the Company's 1994 Annual Report on Form 10-K.
+ Confidential treatment granted or requested as to certain portions of these
exhibits.
Q Incorporated herein by reference from the same numbered exhibit filed with
the Company's Registration Statement on Form S-1 (Number 333-3815) on May
10, 1996.
*****Incorporated herein by reference from the same numbered exhibit filed with
the Company's 1995 Annual Report on Form 10-K.
- - Incorporated herein by reference from the same numbered exhibit filed with
Amendment No. 2 to the Company's Registration Statement on Form S-1 (Number
333-3815) on June 17, 1996.
<PAGE>
Confidential Treatment Requested
The Company has requested confidential treatment of certain portions
of this exhibit on page 4 of the Superconducting Filter Technology
Joint Development Agreement and on pages 1-5 of the Statement of Work
attached thereto.
SUPERCONDUCTING FILTER TECHNOLOGY
JOINT DEVELOPMENT AGREEMENT
This Joint Development Agreement is entered into by and between LUCENT
TECHNOLOGIES INC., ("LUCENT") a Delaware corporation having offices at 600
Mountain Ave., Murray Hill, NJ 07974, acting through its division Bell
Laboratories, and CONDUCTUS, INC. ("CONDUCTUS") a Delaware corporation having
a place of business at 969 West Maude Avenue, Sunnyvale, CA 94086. Whereas,
Lucent is an industry leader in wireless communications systems; a founding
member of the Consortium for Superconducting Electronics and a leader in
superconducting Research and Development with considerable knowledge and
skill in superconducting RF design, thermal management techniques, and cooled
amplifier engineering;
Whereas, Conductus is an industry leader in superconducting and cryogenic
electronic applications; has been an Associate Member of the Consortium for
Superconducting Electronics, working with Lucent on the development of
superconducting filters, and is interested in developing a commercial market for
superconducting filters for wireless base stations and related cryogenic
technology as rapidly as practicable;
Whereas, Conductus has been developing superconducting filters and associated
cryogenics for wireless communications applications and desires to develop a
manufacturing capability for such devices; and Lucent is interested in
developing an outside supplier(s) of such products should they provide
sufficient system-level benefit;
Whereas, Lucent and Conductus are interested in seeking ARPA funding for a cost-
shared program for the prototyping and evaluation of superconducting filters for
wireless applications; and
Whereas, the Parties wish to enter into a joint development agreement to define
their respective roles and responsibilities and thus successfully satisfy the
objectives of such a program;
Now, therefore, the Parties agree as follows:
1. DEFINITIONS.
1.1 "Agreement" means this Joint Development Agreement.
1.2 "Program" means all work undertaken by the Parties during the term of
this Agreement to achieve the goals set forth in the Statement of Work,
including any amendments thereto.
1.3 "Background Technology" means and includes Technical Information not
generated in the course of Agreement.
1.4 "Subject Invention" means any invention arising from work performed
specifically in the course of the Program.
1.5 "Patents" shall mean all patents and applications relating thereto
worldwide resulting from Subject Inventions.
1.6 "Technical Information" shall mean and include, but not be limited to,
inventions, creations, processes, mask works, works of authorship, software
or know-how and improvements thereto, whether or not patentable or
copyrightable.
1.7 "PROGRAM INTELLECTUAL PROPERTY" means patents and patent applications
resulting from Subject Inventions, copyrighted computer software and
Technical Information first created in the course of the Program.
page 1 of 7
<PAGE>
Confidential Treatment Requested
SUPERCONDUCTING FILTER TECHNOLOGY
JOINT DEVELOPMENT AGREEMENT
2. ADMINISTRATION AND GOVERNANCE.
2.1 OBLIGATIONS OF THE PARTIES. The parties agree to work together to
accomplish the objectives of the Agreement by performing the various Tasks
described in the Statement of Work (Exhibit A). The Parties each agree to
provide funds or in kind services as necessary to perform their respective
roles as set forth in the Statement of Work. These funds include, in part,
funding being sought from ARPA under a cost-shared R&D Program.
2.2 MANAGEMENT COMMITTEE
The Management Committee shall be composed of one representative from each
Party. The Management Committee shall discuss all business, financial,
legal, and technical issues of the Program. The Management Committee shall
meet at least semi-annually, and otherwise as mutually agreed. Technical
direction for the Program shall be provided by Lucent. Lucent shall provide
the primary interface from the Joint Development Agreement to ARPA for the
technical management of the cost-shared R&D Program.
2.3 DISPUTE RESOLUTION
Disputes arising between the parties shall be referred first to the
Management Committee for resolution. If the Management Committee fails to
achieve satisfactory resolution of any dispute, such dispute shall be
referred to the upper management of the Parties for resolution. Failing
adequate resolution by upper management, the Parties shall submit the dispute
to a sole mediator selected by the Parties. If not thus resolved, the
dispute shall be referred to a sole arbitrator selected by the Parties within
thirty (30) days of the mediation.
The requirement for arbitration shall not be deemed a waiver of any right of
termination under this Agreement. The place of mediation and arbitration
shall be selected by mutual agreement between the Parties. Each Party shall
bear its own expenses, but those related to the compensation and expenses of
the mediator and arbitrator shall be borne equally.
No provision herein stated shall prevent either Party from seeking
preliminary relief in a court of competent jurisdiction.
The Parties, their representatives, other participants, and the mediator and
arbitrator shall hold the existence, content, and result of mediation and
arbitration in confidence.
3. CONFIDENTIAL INFORMATION
In connection with activities under the Program, each Party may disclose to
the other, during the duration of the Program, proprietary information which
the disclosing Party considers to be confidential. Such information will be
referred to in this Article as CONFIDENTIAL INFORMATION. The receiving Party
shall protect such information as confidential, provided that:
a. if in a tangible form or medium, the disclosed information shall be
clearly marked by the disclosing Party as Confidential or Proprietary
information of such Party; and
b. if disclosed orally, the disclosing person shall so state at the time of
disclosure and within 30 days thereafter shall identify such information as
Confidential or Proprietary and summarize such information in a written
memorandum.
page 2 of 7
<PAGE>
Confidential Treatment Requested
SUPERCONDUCTING FILTER TECHNOLOGY
JOINT DEVELOPMENT AGREEMENT
The receiving Party may use CONFIDENTIAL INFORMATION only for the purposes of
the Program, shall limit disclosure of such information to those of its
employees to whom such disclosure is necessary for the purposes of the
Program, and shall protect such information with the same degree of care it
uses to protect its own confidential information. The receiving Party may
disclose CONFIDENTIAL INFORMATION to third parties only with the prior
written consent of the disclosing Party.
The obligations of the preceding paragraph shall not apply to disclosed
information from the time and to the extent that such information:
a. is or becomes known to the public through no fault of the receiving Party;
b. was known to the receiving Party prior to disclosure by the disclosing
Party or is subsequently rightfully obtained by the receiving Party from a
third party without obligation of confidentiality; or
c. is developed by the receiving Party independently of such disclosed
information, as evidenced by written records.
Upon written request, each Party shall return all copies of CONFIDENTIAL
INFORMATION received hereunder, or certify the destruction of all such
copies, to the disclosing Party.
The obligations of this Article shall survive for five (5) years following
the termination of this Agreement as set forth in Article 5.
4. INTELLECTUAL PROPERTY
4.1 BACKGROUND TECHNOLOGY No license under either Party's rights in
Background Technology is granted or implied by this Agreement. If licensing
of Background Technology from one Party to the other is reasonably necessary
for the successful conduct of the Program or future manufacture of products
which are the subject of this Agreement, such license or licenses may be
separately negotiated. Nothing herein shall abridge any existing or
separately obtained rights of either Party to Background Technology.
4.2 OWNERSHIP OF INTELLECTUAL PROPERTY Title in patents and patent
applications resulting from Subject Inventions shall vest in that Party whose
employees made such inventions. In the case of inventions jointly made by
employees of both Parties, title shall vest jointly. Each Party shall be
responsible for its own costs in preparing, filing, and prosecuting patent
applications. The Parties shall cooperate with each other, and shall not
unreasonably withhold assistance, in obtaining patents for Subject
Inventions.
Title in copyrighted computer software and in Technical Information first
created in the course of the Program shall vest in that Party whose employees
created such software or Technical Information. In the case of software or
Technical Information jointly created by employees of both Parties, title
shall vest jointly. Each Party shall have unrestricted rights in jointly
owned software and technical information including the right to commercialize
the same without accounting to the other Party.
Parties agree to abide by Intellectual Property Rights conditions of the ARPA
funding vehicle for the cost-shared R&D Program, when negotiated.
page 3 of 7
<PAGE>
Confidential Treatment Requested
* Confidential portion has been omitted and
filed separately with the Commission
SUPERCONDUCTING FILTER TECHNOLOGY
JOINT DEVELOPMENT AGREEMENT
4.3 LICENSING OF INTELLECTUAL PROPERTY Each Party shall, and hereby does,
grant to the other a non-exclusive, royalty-free license to personally use
its PROGRAM INTELLECTUAL PROPERTY solely for research purposes within the
scope of the Statement of Work, and to make products and have the same made
solely for such use. Commercial use of the PROGRAM INTELLECTUAL PROPERTY of
each Party by the other shall be subject to the provisions set forth herein.
a) Conductus agrees to pay Lucent a fee of [ * ] % on all sales of
communications systems, subsystems, and components for communications
systems operating in a frequency range between 500MHz and 2.5GHz, sold
within a period of seven (7) years from the date of this Agreement .
Thereafter, Conductus shall have a worldwide, paid-up, non-exclusive license
to Lucent's PROGRAM INTELLECTUAL PROPERTY to make, use and sell
communications systems, subsystems, and components for communications
systems operating in a frequency range between 500MHz and 2.5GHz.
b) Conductus agrees to offer Lucent a license to make, have made, use,
sell, offer for sale, and import communications systems, subsystems and
components for communications systems operating in a frequency range between
500MHz and 2.5GHz incorporating superconductive or cryocooled electronics.
Such license shall be without right of sublicense except as to affiliates,
and as to such rights as are necessary in the distribution of products or
offering of services using such products.
Such license shall be on reasonable commercial terms and conditions, and
shall be no less favorable than licenses granted by Conductus to its other
licensees. It shall also include rights to Conductus' Background Technology
useful in the manufacturing of the foregoing products.
c) The Parties agree to negotiate a fee for the sale of derivative products
incorporating Subject Inventions outside the above license scope.
4.4 SURVIVAL The provisions of this Article shall survive the expiration or
termination of this Agreement.
5. Final Program Evaluation
As part of the referenced Statement of Work (Exhibit A), the final decision
point incorporates an evaluation of the commercial viability of the resulting
prototypes and will include the discussion of the ongoing supplier
relationship between Conductus and Lucent for use of these products.
6. Term and Termination.
Except as set forth below, this Agreement shall continue in full force and
effect until the Parties' obligations as set forth in this Agreement have
been completed.
This Agreement shall terminate if the Parties fail to obtain ARPA funding for
the cost-shared R&D Program by June 30, 1996.
The Parties shall formally consider the technical merits of the Program at
each of the Technical Decision Points (Milestones) set forth in the Statement
of Work (See Exhibit A) These Technical Decision Points shall also be
included in the ARPA cost-shared R&D Program. Upon mutual agreement between
the Parties or upon a good faith determination by either party that the
page 4 of 7
<PAGE>
Confidential Treatment Requested
SUPERCONDUCTING FILTER TECHNOLOGY
JOINT DEVELOPMENT AGREEMENT
technology does not merit further development, either Party may terminate its
participation in this agreement with 90 days written notice to the other
Party. The terminating Party bears a responsibility to make available its
PROGRAM INTELLECTUAL PROPERTY and necessary Background Intellectual Property
to enable a successor organization to assume its role in the Joint
Development Agreement and associated ARPA Program. The Terminating Party
shall bear all its own costs relating to its termination.
In the event of termination of this Agreement prior to completion of the
Program, the Parties shall enter into good faith negotiations aimed at
revising the licensing and fee provisions of Article 4 in a commercially
reasonable manner.
7. LIABILITY, WARRANTY, INSURANCE.
7.1 LIABILITY. Each Party acknowledges that it shall be responsible for any
loss, cost, damage, claim or other charge that arises out of or is caused by
the actions of that Party or its employees or agents. Neither Party shall be
liable for any loss, cost, damage, claim or other charge that arises out of
or is caused by the actions of the other Party or its employees or agents.
Neither Party shall be responsible for the actions of the other Party, but is
only responsible for those tasks assigned to it and to which it agrees in the
Statement of Work contained in Exhibit A. The Parties agree that in no event
will consequential or punitive damages be applicable or awarded with respect
to any dispute that may arise between the Parties in connection with this
Agreement. Each Party indemnifies the other against claims brought by third
parties that arise solely from negligence or wrongful acts of the
indemnifying party.
7.2 INSURANCE. Each Party agrees to obtain and maintain appropriate public
liability and casualty insurance, or adequate levels of self insurance, to
insure against any liability caused by that Party's obligations under this
Agreement.
8. NOTICES.
Any notice or request with reference to this Agreement shall be made by first
class mail postage prepaid, telex, or facsimile to the addresses shown below.
These addresses can be changed by written notification.
FOR LUCENT: FOR CONDUCTUS:
Lucent Technologies Bell Laboratories Conductus, Inc.
600 Mountain Ave. 969 West Maude Avenue
Murray Hill, NJ 07974-0636 Sunnyvale, CA 94086
Attn: Paul Mankiewich Attn: William J. Tamblyn
9. GENERAL PROVISIONS.
9.1 AMENDMENTS. No amendment or modification of this Agreement shall be
valid unless made in writing and signed by both parties.
9.2 ASSIGNMENT The Parties have entered into this Agreement in contemplation
of personal performance, each by the other, and intend that the licenses and
rights granted hereunder to a
page 5 of 7
<PAGE>
Confidential Treatment Requested
SUPERCONDUCTING FILTER TECHNOLOGY
JOINT DEVELOPMENT AGREEMENT
Party not be extended to entities other than such Party's subsidiaries
without the other Party's express written consent.
Each Party may assign all of its right, title, and interest in this
Agreement, and any licenses and rights granted to it hereunder, to any direct
or indirect successor to the business of such Party as the result of a
reorganization. Such successor shall thereafter be deemed substituted for
the assigning Party as the party hereto, effective upon such assignment.
However, neither this Agreement nor any licenses or rights hereunder shall be
otherwise assignable or transferable (in insolvency proceedings, by reason of
a corporate merger, or otherwise) by either Party without the express written
consent of the other Party.
9.3 EFFECTIVE DATE. This Agreement shall be effective as of the date of the
last signature below.
9.4 FORCE MAJEURE. No Party shall be liable, in respect to any delay in
completion of work hereunder or of the non-performance of any term or
condition of this Agreement directly or indirectly resulting from delays by
Acts of God; acts of the public enemy; strikes; lockouts; epidemic and riots;
power failure; water shortage or adverse weather conditions; or other causes
beyond the control of the Parties. In the event of any of the foregoing, the
time for performance shall be equitably and immediately adjusted, and in no
event shall any Party be liable for any consequential or incidental damages
from its performance or non-performance of any term or condition of this
Agreement. The Parties shall resume the completion of work under this
Agreement as soon as possible subsequent to any delay due to force majeure.
9.5 GOVERNING LAW This Agreement shall be governed by and interpreted in
accordance with the laws of New Jersey, except for its principles of
conflicts of laws.
9.6 HEADINGS. Article and section headings contained in this Agreement are
included for convenience only and form no part of this Agreement among the
parties.
9.7 SEVERABILITY. If any provision of this Agreement is declared invalid by
any court or government agency, all other provisions shall remain in full
force and effect.
9.8 USE OF NAMES. No party shall use in any advertising, promotional or
sales literature the name of any other party without prior written consent.
9.9 WAIVERS. Waiver by any party of any breach or failure to comply with
any provision of this Agreement by another party shall not be construed as,
or constitute, a continuing waiver of such provision or a waiver of any other
breach of or failure to comply with any other provision of this Agreement.
page 6 of 7
<PAGE>
Confidential Treatment Requested
SUPERCONDUCTING FILTER TECHNOLOGY
JOINT DEVELOPMENT AGREEMENT
In Witness Whereof, the Parties have caused this Agreement to be executed by
their duly authorized officers or representatives on the dates shown below.
Lucent Technologies Bell Laboratories Conductus, Inc.
Name: /s/ William Brinkman Name: /s/ William J. Tamblyn
----------------------- -----------------------
Title: Physical Sciences and Title: VP/CEO
Engineering Research
Vice President
Date: April 25, 1996 Date: 4-25-96
----------------------- -----------------------
page 7 of 7
<PAGE>
Confidential Treatment Requested
* Confidential portion has been omitted and
filed separately with the Commission
STATEMENT OF WORK FOR
SUPERCONDUCTING FILTERS FOR WIRELESS BASE STATION
APPLICATIONS PROGRAM
1. PROGRAM OBJECTIVE
1.1. The objective of the Program is to develop a PCS
intelligent antenna front-end subsystem with the following
characteristics:
[ * ]
Page 1 of 5
<PAGE>
Confidential Treatment Requested
* Confidential portion has been omitted and
filed separately with the Commission
2.3. A description of the Key Program Tasks noted in 2.1 in greater detail
follows. This listing should not be construed as exhaustive, but rather, as
an initial identification of essential tasks whose completion is vital to the
success of the Program:
[ * ]
Page 2 of 5
<PAGE>
Confidential Treatment Requested
* Confidential portion has been omitted and
filed separately with the Commission
3. CTI OBLIGATIONS
[ * ]
Page 3 of 5
<PAGE>
Confidential Treatment Requested
* Confidential portion has been omitted and
filed separately with the Commission
4. LUCENT OBLIGATIONS
4.1. Lucent responsibilities:
[ * ]
5. MILESTONES
5.1. Summary
[ * ]
Page 4 of 5
<PAGE>
Confidential Treatment Requested
* Confidential portion has been omitted and
filed separately with the Commission
5.2. Program Reviews
[ * ]
Page 5 of 5
<PAGE>
Confidential Treatment Requested
April 25, 1996
Lucent Technologies, Inc. Conductus, Inc.
600 Mountain Avenue 969 West Maude Avenue
Murray Hill, NJ 07974-0636 Sunnyvale, CA 94086
RE: JOINT DEVELOPMENT AGREEMENT BETWEEN LUCENT TECHNOLOGIES, INC. AND
CONDUCTUS, INC.
Lucent Technologies, Inc. ("Lucent") and Conductus, Inc. agree that the fee
set forth in section 4.3(a) of the Joint Development between the parties
dated April 25, 1996 shall not apply to sales of receive-only communications
systems sold by Conductus under the provisions of Booz-Allen subcontract
agreement B09004-0278, including extensions arising from any option provision
therein for which the sales price is set in the referenced subcontract.
Lucent Technologies, Inc. Conductus, Inc.
By: /s/ Christine Mann By: /s/ William J. Tamblyn
--------------------- ------------------------
Contracts Specialist William J. Tamblyn
VP and CEO
Date: 4/25/96 Date: 4/25/96
