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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form 10-K/A
Amendment No. 2
(Mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the fiscal year ended December 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to .
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Commission file number 0-20034
BROADWAY & SEYMOUR, INC.
(Exact name of registrant as specified in its charter)
Delaware 41-1522214
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
128 South Tryon Street
Charlotte, North Carolina 28202
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(Address of principal executive (Zip code)
offices)
(704) 372-4281
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(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $.01 par value
(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 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. [ ].
The aggregate market value of voting stock held by non-affiliates of
the registrant as of February 28, 1998 computed by reference to the closing sale
price on such date, was $71,521,828.25. As of the same date, 9,228,623 shares of
Common Stock, $.01 par value, were outstanding.
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Total pages - 7
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Amendment 2
Effective December 31, 1997, the Registrant adopted Statement of Financial
Accounting Standards No. 128 (SFAS No. 128) which changed the method of
calculating and reporting earnings per share. As a result of the adoption of
SFAS No. 128, the earnings per share as presented on the Registrant's Financial
Data Schedule for the period ended September 30, 1997, filed as Exhibit 27
hereto, has been restated. All other periods for which a Financial Data Schedule
had been filed were unaffected by the adoption of SFAS No. 128.
2
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(a)(3) Exhibits:
Exhibit No. Description
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3.1 Restated Certificate of Incorporation of Broadway & Seymour,
Inc., dated June 16, 1992 (Incorporated by reference to
Exhibit 3.1 to the Registrants Annual Report on Form 10-K for
the Fiscal Year Ended January 31, 1993)
3.2 Restated By-laws of the Company (Incorporated by reference to
Exhibit 3.2 to the Company's Registration Statement on Form
S-1, SEC File No. 33-46672)
4.1 Specimen share certificate (Incorporated by reference to
Exhibit 4.1 to the Registrant's Registration Statement on Form
S-1, SEC File No. 33-46672)
4.2 Articles 4 and 5 of Broadway & Seymour, Inc.'s Restated
Certificate of Incorporation (Incorporated by reference to
Exhibit 4.2 to the Registrant's Registration Statement on Form
S-1, SEC File No. 33-46672)
4.3 Article II, Section 2.2 of the Company's Restated By-laws
(Incorporated by reference to Exhibit 4.3 to the Registrant's
Registration Statement on Form S-1, SEC File No. 33-46672)
10.01** Restated 1985 Incentive Stock Option Plan of Broadway &
Seymour, Inc. dated June 12, 1985 (Incorporated by reference
to Exhibit 10.1 to the Registrant's Registration Statement on
Form S-1, SEC File No. 33-46672)
10.02** Amendment No. 1 to Restated 1985 Incentive Stock Option Plan
of Broadway & Seymour, Inc. dated February 25, 1993
(Incorporated by reference to Exhibit 10.2 to the Registrant's
Annual Report on Form 10-K for the Fiscal Year Ended January
31, 1993)
10.03** Amendment No. 2 to Restated 1985 Incentive Stock Option Plan
of Broadway & Seymour, Inc. dated February 17, 1994
(Incorporated by reference to Exhibit 10.16 to the
Registrant's Transition Report on Form 10-K for the Eleven
Months Ended December 31, 1993)
10.04** Amendment No. 3 to Restated 1985 Incentive Stock Option Plan
of Broadway & Seymour, Inc. dated May 15, 1995 (Incorporated
by reference to Exhibit 10.4 to the Registrant's Quarterly
Report on Form 10-Q for the Quarter Ended September 30, 1995)
10.05** Broadway & Seymour, Inc. 1996 Stock Option Plan dated
September 16, 1996 (Incorporated by reference to Appendix B to
the Registrant's Definitive Proxy Statement on Form DEFS14A
dated August 14, 1996)
10.06 Asset Purchase Agreement, dated as of April 10,1996 by and
between Fidelity Investments Institutional Services Company
Inc. and Broadway & Seymour, Inc., BancCorp Systems, Inc.,
Heebink Group, Inc., and National Systems Group, Inc.
(Incorporated by reference to Exhibit 2.1 to the Registrant's
Current Report on Form 8-K dated May 15, 1996)
10.07 Amendment No. 1 to Asset Purchase Agreement dated May 15, 1996
by and between Fidelity Investments Institutional Services
Company Inc. and Broadway & Seymour, Inc., BancCorp Systems,
Inc., Heebink Group, Inc., and National Systems Group, Inc.
(Incorporated by reference to Exhibit 2.1a to the Registrant's
Current Report on Form 8-K dated May 15, 1996)
10.08 Quantech License and Services Agreement, dated April 10, 1996,
by and between Fidelity Investments Institutional Services
Company, Inc. and Corbel & Co. (Incorporated by reference to
Exhibit 2.2 to the Registrant's Current Report on Form 8-K
dated May 15, 1996)
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Exhibit No. Description
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10.09 Licenses and Services Agreement, dated April 10, 1996, by and
between Fidelity Investments Institutional Services Company,
Inc. and BancCorp Systems, Inc. (Incorporated by reference to
Exhibit 2.3 to the Registrant's Current Report on Form 8-K
dated May 15, 1996)
10.10 Temporary Professional Services Agreement, dated May 15, 1996,
by and between Fidelity Investments Institutional Services
Company, Inc. and Broadway & Seymour, Inc. (Incorporated by
reference to Exhibit 2.4 to the Registrant's Current Report on
Form 8-K dated May 15, 1996)
10.11 Guaranty and Indemnity Agreement, dated April 10, 1996, by and
between Fidelity Investments Institutional Services Company,
Inc. and Broadway & Seymour, Inc. (Incorporated by reference
to Exhibit 2.5 to the Registrant's Current Report on Form 8-K
dated May 15, 1996)
10.12 Amendment No. 1 to the Guaranty and Indemnity Agreement, dated
May 15, 1996 by and between Fidelity Investments Institutional
Services Company, Inc. and Broadway & Seymour, Inc.
(Incorporated by reference to Exhibit 2.5a to the Registrant's
Current Report on Form 8-K dated May 15, 1996)
10.13 Transition Services and Support Agreement, dated May 15, 1996,
by and between Fidelity Investments Institutional Services
Company, Inc. and Broadway & Seymour, Inc. (Incorporated by
reference to Exhibit 2.6 to the Registrant's Current Report on
Form 8-K dated May 15, 1996)
10.14 Stock Purchase Agreement, dated as of November 19, 1996, by
and among Broadway & Seymour, Inc., Corbel & Co. and SunGard
Investment Ventures, Inc. (Incorporated by reference to
Exhibit 2.1 to the Registrant's Current Report on Form 8-K
dated November 19, 1996)
10.15 Asset Purchase Agreement between Unisys Corporation and
Broadway & Seymour, Inc. dated as of July 24, 1997.
(Incorporated by reference to Exhibit 10.35 to the
Registrant's Quarterly Report on Form 10-Q for the Quarter
Ended September 30, 1997)
10.16 Amendment to Asset Purchase Agreement between Unisys
Corporation and Broadway & Seymour, Inc. dated September 17,
1997. (Incorporated by reference to Exhibit 10.36 to the
Registrant's Quarterly Report on Form 10-Q for the Quarter
Ended September 30, 1997)
10.17 Loan Agreement by and among Broadway & Seymour, Inc., Elite
Information Systems, Inc., The Minicomputer Company of
Maryland, Inc., Elite Information Systems International, Inc.,
Pragmatix Telephony Solutions, Inc., and Fleet National Bank
(as agent and lender) for $15,000,000 secured revolving credit
loan dated as of July 23, 1997. (Incorporated by reference to
Exhibit 10.21 to the Registrant's Quarterly Report on Form
10-Q for the Quarter Ended June 30, 1997)
10.18 Security Agreement by and between Broadway & Seymour, Inc. and
Fleet National Bank dated as of July 23, 1997 (Incorporated by
reference to Exhibit 10.22 to the Registrant's Quarterly
Report on Form 10-Q for the Quarter Ended June 30, 1997)
10.19 Security Agreement by and between Elite Information Systems,
Inc. and Fleet National Bank dated as of July 23, 1997
(Incorporated by reference to Exhibit 10.23 to the
Registrant's Quarterly Report on Form 10-Q for the Quarter
Ended June 30, 1997)
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Exhibit No. Description
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10.20 Security Agreement by and between Elite Information Systems
International, Inc. and Fleet National Bank dated as of July
23, 1997 (Incorporated by reference to Exhibit 10.24 to the
Registrant's Quarterly Report on Form 10-Q for the Quarter
Ended June 30, 1997)
10.21 Security Agreement by and between The Minicomputer of
Maryland, Inc. and Fleet National Bank dated as of July 23,
1997 (Incorporated by reference to Exhibit 10.26 to the
Registrant's Quarterly Report on Form 10-Q for the Quarter
Ended June 30, 1997)
10.22 Security Agreement by and between Pragmatix Telephony
Solutions, Inc. and Fleet National Bank dated as of July 23,
1997 (Incorporated by reference to Exhibit 10.26 to the
Registrant's Quarterly Report of Form 10-Q for the Quarter
Ended June 30, 1997)
10.23 Conditional Trademark Assignment by and between Broadway &
Seymour, Inc. and Fleet National Bank dated as of July 23,
1997 (Incorporated by reference to Exhibit 10.27 to the
Registrant's Quarterly Report on Form 10-Q for the Quarter
Ended June 30, 1997)
10.24 Conditional Trademark Assignment by and between Elite
Information Systems, Inc. and Fleet National Bank dated as of
July 23, 1997 (Incorporated by reference to Exhibit 10.28 to
the Registrant's Quarterly Report on Form 10-Q for the Quarter
Ended June 30, 1997)
10.25 Conditional Trademark Assignment by and between Elite
Information Systems International, Inc. and Fleet National
Bank dated as of July 23, 1997 (Incorporated by reference to
Exhibit 10.29 to the Registrant's Quarterly Report on Form
10-Q for the Quarter Ended June 30, 1997)
10.26 Conditional Trademark Assignment by and between The
Minicomputer of Maryland, Inc. and Fleet National Bank dated
as of July 23, 1997 (Incorporated by reference to Exhibit
10.30 to the Registrant's Quarterly Report on Form 10-Q for
the Quarter Ended June 30, 1997)
10.27 Conditional Trademark Assignment by and between Pragmatix
Telephony Solutions, Inc. and Fleet National Bank dated as of
July 23, 1997 (Incorporated by reference to Exhibit 10.31 to
the Registrant's Quarterly Report on Form 10-Q for the Quarter
Ended June 30, 1997)
10.28 Stock Pledge Agreement by and between Broadway & Seymour, Inc.
and Fleet National Bank dated as of July 23, 1997
(Incorporated by reference to Exhibit 10.32 to the
Registrant's Quarterly Report on Form 10-Q for the Quarter
Ended June 30, 1997)
10.29 Stock Pledge Agreement by and between Elite Information
Systems, Inc. and Fleet National Bank dated as of July 23,
1997 (Incorporated by reference to Exhibit 10.33 to the
Registrant's Quarterly Report on Form 10-Q for the Quarter
Ended June 30, 1997)
10.30 Letter dated June 30, 1997 regarding the disposition of the
holdback and termination of the indemnification provisions
contained in the Asset Purchase Agreement between Broadway &
Seymour, Inc. and Fidelity Investments Institutional Services
Company, Inc. (Incorporated by reference to Exhibit 10.34 to
the Registrant's Quarterly Report on Form 10-Q for the Quarter
Ended June 30, 1997)
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Exhibit No. Description
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10.31 First Amendment to Loan Agreement by and among Broadway &
Seymour, Inc., Elite Information Systems, Inc., The
Minicomputer Company of Maryland, Inc., Elite Information
Systems International, Inc., and Fleet National Bank (as agent
and lender) dated September 30, 1997 (Incorporated by
reference to Exhibit 10.31 on the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1997).
10.32 Second Amendment to Loan Agreement by and among Broadway &
Seymour, Inc., Elite Information Systems, Inc., The
Minicomputer Company of Maryland, Inc., Elite Information
Systems International, Inc., and Fleet National Bank (as agent
and lender) dated February 6, 1998 (Incorporated by reference
to Exhibit 10.32 on the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1997).
10.33** Employment Agreement, dated as of May 29, 1997 (executed June
1, 1997), by and between Broadway & Seymour, Inc. and Keith B.
Hall (Incorporated by reference to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1997)
10.34** Employment Agreement dated as of September 1, 1995 by and
between Broadway & Seymour, Inc. and Alan C. Stanford
(Incorporated by reference to Exhibit 10.28 to the
Registrant's Quarterly Report on Form 10-Q for the Quarter
Ended September 30, 1995)
11 Computation of earnings per share (Incorporated by reference
to Exhibit 11 on the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1997).
21 Subsidiaries of the Registrant (Incorporated by reference to
Exhibit 21 on the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1997).
23 Consent of Independent Accountants dated March 25, 1998
(Incorporated by reference to Exhibit 23 on the Registrant's
Annual Report on Form 10-K for the year ended December 31,
1997).
27* Restated Financial Data Schedule for the period ended
September 30, 1997, which is submitted electronically to the
Securities and Exchange Commission for information only and
not filed.
* Filed herewith.
** Management contract or compensatory plan or arrangement required to be filed
as an exhibit.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
BROADWAY & SEYMOUR, INC.
Date: June 19, 1998 By: Keith B. Hall
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Keith B. Hall, Vice President and
Chief Financial Officer
7
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<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 15,464,000
<SECURITIES> 0
<RECEIVABLES> 22,227,000
<ALLOWANCES> (1,420,000)
<INVENTORY> 544,000
<CURRENT-ASSETS> 41,015,000
<PP&E> 17,141,000
<DEPRECIATION> (11,698,000)
<TOTAL-ASSETS> 57,410,000
<CURRENT-LIABILITIES> 19,749,000
<BONDS> 0
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<COMMON> 92,000
<OTHER-SE> 35,913,000
<TOTAL-LIABILITY-AND-EQUITY> 57,410,000
<SALES> 58,215,000
<TOTAL-REVENUES> 58,215,000
<CGS> 37,480,000
<TOTAL-COSTS> 37,480,000
<OTHER-EXPENSES> 18,531,000
<LOSS-PROVISION> 1,085,000
<INTEREST-EXPENSE> (581,000)
<INCOME-PRETAX> 3,940,000
<INCOME-TAX> 1,802,000
<INCOME-CONTINUING> 2,138,000
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