<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended June 30, 1997 Commission File Number 0-20364
BANYAN SYSTEMS INCORPORATED
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2798394
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
120 FLANDERS ROAD 01581
WESTBORO, MASSACHUSETTS (Zip Code)
(Address of principal executive offices)
(508) 898-1000
(Registrant's telephone number, including area code)
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 ________
-
Number of shares outstanding of each of the issuer's classes of common stock as
of July 31, 1997:
Class Number of Shares Outstanding
----- -----------------------------
Common Stock, par value $.01 per share 17,306,253
<PAGE>
BANYAN SYSTEMS INCORPORATED
INDEX
PAGE NUMBER
-----------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets 3
June 30, 1997 and December 31, 1996
Consolidated Statements of Operations 4
Three and Six months ended June 30, 1997 and 1996
Consolidated Statements of Cash Flows 5
Six months ended June 30, 1997 and 1996
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial 7
Condition and Results of Operations
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURE 12
EXHIBIT INDEX 13
This Quarterly Report on Form 10-Q contains forward-looking statements,
including information with respect to the Company's plans and strategy for its
business and the Company's liquidity and capital resources for the remainder of
1997. For this purpose, any statements contained herein that are not statements
of historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, the words "believes", "anticipates", "plans", "expects"
and similar expressions are intended to identify forward-looking statements.
There are a number of important factors that could cause actual events or the
Company's actual results to differ materially from those indicated by such
forward-looking statements. These factors include, without limitation, those
set forth below under the caption "Factors Affecting Future Operating Results"
included under "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in Part I, Item 2 of this Quarterly Report on Form 10-Q.
- 2 -
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
--------------------
BANYAN SYSTEMS INCORPORATED
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
ASSETS June 30, 1997 December 31, 1996
-------------- ------------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 6,699 $ 8,314
Restricted cash and cash
equivalents - 2,299
Marketable securities 5,857 4,139
Accounts receivable, less
allowances of $5,095 and $7,168 11,642 19,754
Inventories 1,203 2,863
Software licenses 53 3,016
Other current assets 2,828 3,368
-------- -----------
Total current assets 28,282 43,753
Property and equipment:
Computers and peripherals 24,824 24,885
Equipment 9,706 11,434
Furniture and fixtures 3,325 4,645
Leasehold improvements 5,143 4,655
-------- -----------
Total 42,998 45,619
Less accumulated depreciation and
amortization 35,073 32,054
-------- -----------
Property and equipment, net 7,925 13,565
Marketable securities - 4,436
Other assets, net of accumulated
amortization of $4,931 and $5,661 5,952 7,778
-------- -----------
Total assets $ 42,159 $ 69,532
======== ===========
LIABILITIES
Current liabilities:
Accounts payable 1,789 3,633
Accrued compensation 4,539 6,338
Accrued expenses 7,388 7,629
Accrued costs for restructuring
and other charges 4,579 4,908
Income taxes payable 290 212
Software licenses payable,
current portion - 1,581
Note payable 1,109 1,079
Deferred revenue 18,005 19,886
-------- -----------
Total current liabilities 37,699 45,266
Software licenses payable, non-current 590 590
Minority interest in consolidated
subsidiaries 3,000 3,354
STOCKHOLDERS' EQUITY
Common stock, $.01 par value;
authorized 25,000,000 shares; issued
and outstanding 19,154,253 and
18,996,882 shares 192 190
Preferred stock, $.01 par value;
authorized 1,000,000 shares; none
issued and outstanding - -
Additional paid-in capital 65,170 64,581
Accumulated deficit (35,849) (15,792)
Treasury stock at cost; 1,848,000
common shares (28,564) (28,564)
Foreign currency translation adjustment (56) (23)
Unrealized loss on investments (23) (70)
-------- -----------
Total stockholders' equity 870 20,322
-------- -----------
Total liabilities and
stockholders' equity $ 42,159 $ 69,532
</TABLE> ======== ===========
The accompanying notes are an integral part of the consolidated financial
statements.
- 3 -
<PAGE>
BANYAN SYSTEMS INCORPORATED
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
---------- ---------
1997 1996 1997 1996
---------- -------- --------- --------
<S> <C> <C> <C> <C>
Revenues:
Software $ 13,692 $25,745 $ 29,957 $50,676
Support and training 3,216 3,895 6,869 8,364
Hardware 165 561 278 1,093
-------- ------- -------- -------
Total revenues 17,073 30,201 37,104 60,133
Cost of revenues:
Software 1,462 2,756 4,010 5,271
Support and training 2,645 3,367 5,408 6,640
Hardware 69 147 119 330
-------- ------- -------- -------
Total cost of revenues 4,176 6,270 9,537 12,241
-------- ------- -------- -------
Gross margin 12,897 23,931 27,567 47,892
Operating expenses:
Sales and marketing 10,196 15,425 23,178 30,604
Product development 4,351 5,639 9,079 10,972
General and administrative 2,343 2,732 5,691 5,832
Restructuring and other charges 9,700 - 9,700 -
-------- ------- -------- -------
Total operating expenses 26,590 23,796 47,648 47,408
-------- ------- -------- -------
(Loss)/income from operations (13,693) 135 (20,081) 484
Other income/(expense):
Interest income 134 288 276 623
Interest expense (25) (17) (50) (38)
Other, net (10) (116) (41) (203)
-------- ------- -------- -------
Total other income (expense) 99 155 185 382
-------- ------- -------- -------
(Loss)/income before income taxes (13,594) 290 (19,896) 866
Provision for income taxes 71 104 161 311
-------- ------- -------- -------
Net (loss)/income $(13,665) $ 186 $(20,057) $ 555
======== ======= ======== =======
Net (loss)/income per share $(0.79) $0.01 $(1.16) $0.03
======== ======= ======== =======
Weighted average number of common
and dilutive common equivalent shares
outstanding 17,306 17,262 17,279 17,264
======== ======= ======== =======
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
- 4 -
<PAGE>
BANYAN SYSTEMS INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
Six Months Ended June 30,
--------------------------
1997 1996
----------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net (loss)/income $(20,057) $ 555
Adjustments to reconcile net (loss)/income to net cash (used in) operating activities:
Depreciation and amortization 4,350 3,810
Restructuring and other charges, non cash portion 6,567 -
Changes in operating assets and liabilities:
Decrease/(increase) in accounts receivable 8,113 (4,589)
Decrease in inventories 1,161 854
Decrease in other current assets 1,052 1,746
(Decrease) in other liabilities (374) (95)
(Decrease) in accounts payable and accrued compensation and expenses (4,090) (1,591)
(Decrease) in accrued costs for restructuring and other charges (329) (7,919)
(Decrease) in software licenses payable, net (244) (3,250)
Increase/(decrease) in income taxes payable 78 (183)
Decrease in income taxes receivable - 5,809
Decrease in deferred taxes - 1,821
Decrease in other non current assets 99 -
(Decrease)/increase in deferred revenue (1,864) 2,455
-------- -------
Net cash (used in) operating activities (5,538) (577)
Cash flows from investing activities:
Capital expenditures (828) (2,943)
Minority interest equity investments 50 95
Capitalization of software costs (613) (907)
Acquisition of software licenses (150) (725)
Proceeds from marketable securities, net 2,765 7,015
Investment in unconsolidated affiliate - (2,001)
-------- -------
Net cash provided by investing activities 1,224 534
Cash flows from financing activities:
Proceeds from stock plan purchases and stock options 591 415
-------- -------
Net cash provided by financing activities 591 415
Effect of exchange rate changes on cash and cash equivalents (191) (36)
-------- -------
Net (decrease)/increase in cash and cash equivalents (3,914) 336
Cash and cash equivalents at beginning of the period 10,613 12,398
-------- -------
Cash and cash equivalents at end of the period $ 6,699 $12,734
======== =======
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
- 5 -
<PAGE>
BANYAN SYSTEMS INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A. BASIS OF PRESENTATION:
The accompanying unaudited consolidated financial statements include the
accounts of the Company and its subsidiaries as of June 30, 1997, and have
been prepared by the Company in accordance with generally accepted
accounting principles. In the opinion of management, the accompanying
unaudited consolidated financial statements contain all adjustments,
consisting only of those of a normal recurring nature, necessary for a fair
presentation of the Company's financial position, results of operations and
cash flows at the dates and for the periods indicated. While the Company
believes that the disclosures presented are adequate to make the
information not misleading, these consolidated financial statements should
be read in conjunction with the consolidated financial statements and
related notes included in the Company's 1996 Annual Report to Stockholders
and Annual Report on Form 10-K.
The results of operations for the three-month period ended June 30, 1997
are not necessarily indicative of the results expected for the full fiscal
year.
B. INVENTORIES:
<TABLE>
<CAPTION>
Inventories consist of the following at:
(in thousands) June 30, 1997 December 31, 1996
------------- -----------------
<S> <C> <C>
Purchased parts $ 500 $ 989
Work in process 319 313
Finished goods 384 1,561
------ ------
$1,203 $2,863
====== ======
</TABLE>
C. NEW ACCOUNTING PRONOUNCEMENT:
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS"),
which is effective for fiscal years ending after December 15, 1997,
including interim periods. SFAS 128 establishes standards for computing
and presenting earnings per share (EPS) and requires a dual presentation of
basic and dilutive EPS. The Company is currently assessing the impact of
SFAS 128.
D. RESTRUCTURING AND OTHER CHARGES:
On April 21, 1997, the Company announced a reorganization of its
operations. As a result of the reorganization, the Company recorded pre-
tax restructuring and other charges of $9,700,000 in the quarter ending
June 30, 1997. The restructuring and other charges were composed of
$1,827,000 for severance costs related to the reduction of approximately
22% of the Company's workforce, $2,342,000 for idle assets related to the
restructuring, and $5,531,000 for costs related to facility and product
line consolidations.
- 6 -
<PAGE>
BANYAN SYSTEMS INCORPORATED
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
RESULTS OF OPERATIONS
GENERAL
Total revenues for the three-month period ended June 30, 1997 were $17.1
million, which represented a 43% decrease when compared to the corresponding
period in 1996. Total revenues for the six-month period ended June 30, 1997
were $37.1 million, which represented a 38% decrease when compared to the
corresponding period in 1996. These decreases were due primarily to lower
software revenues. The Company's software revenues for the three-month period
ended June 30, 1997 decreased by $12.1 million, or 47%, when compared to the
corresponding period in 1996. The decrease was primarily due to lower levels of
sales of the Company's current VINES offerings and third party products as well
as a reduction in channel inventories of its third party distribution partners
in an effort to lower worldwide inventories by approximately $3.0 million in the
three-month period ended June 30, 1997. The Company's software revenues in the
six-month period ended June 30, 1997, decreased by $20.7 million, or 41%, when
compared to the corresponding period in 1996. This decrease was primarily due
to lower levels of sales of messaging products, as a result of delays in
delivery of new versions of BeyondMail IM, and lower levels of sales of the
Company's current VINES offerings. Support and training revenues decreased by
$0.7 million, or 17%, and $1.5 million, or 18%, for the three-month and six-
month periods ended June 30, 1997, when compared to the corresponding periods in
1996, primarily due to lower revenues from educational services due to delays in
new product offerings.
International revenues for the three-month and six-month periods ended June 30,
1997 were $5.1 million and $11.3 million, respectively, compared with $6.4
million and $13.4 million for the corresponding periods in 1996. The decreases
were primarily due to lower revenues in Asia-Pacific/Japan as a result of
channel inventory reduction efforts particularly in Japan. International
revenues accounted for 30% of total revenues for both the three-month and six-
month periods ended June 30, 1997, compared with 21% and 22%, respectively, for
the corresponding periods in 1996.
Gross margins for software were 89%, or $12.2 million, and 87%, or $25.9
million, for the three-month and six-month periods ended June 30, 1997,
respectively, compared with 89%, or $23.0 million, and 90%, or $45.4 million,
for the corresponding periods in 1996. The decrease in gross margin percentage
for the three-month period ended June 30, 1997 was primarily due to lower third
party product revenues as a result of the Company's focus on its core product
set. The decrease in gross margin percentage for the six-month period ended
June 30, 1997 was primarily due to the absorption of overhead costs on lower
revenues. The decreases in gross margin dollars for the three-month and six-
month periods ended June 30, 1997 were primarily due to lower sales volume in
the current year periods.
Gross margins for support and training were 18%, or $0.6 million, and 21%, or
$1.5 million, for the three-month and six-month periods ended June 30, 1997,
respectively, compared with 14%, or $0.5 million, and 21%, or $1.7 million, for
the corresponding periods in 1996. The increases in gross margin percentage and
dollars for the three-month period ended June 30, 1997 was primarily due to
lower personnel costs as a result of the reduction in force as part of the
Company's reorganization in the quarter ended December 31, 1996. The decrease
in gross
- 7 -
<PAGE>
margin dollars for the six-month period ended June 30, 1997 was primarily due to
lower revenue from education delivery.
Sales and marketing expenses of $10.2 million and $23.2 million for the three-
month and six-month periods ended June 30, 1997, respectively, represented
decreases of 34% and 24% compared to the corresponding periods in 1996. The
decreases were primarily due to lower sales staffing and personnel costs as a
result of the reduction in force as part of the Company's reorganization efforts
in the quarters ended December 31, 1996 and June 30, 1997. Additionally,
variable sales costs, including commissions, decreased due to lower revenues for
the three-month and six-month periods ended June 30, 1997 when compared to the
corresponding period in the prior year. Sales and marketing expenses as a
percentage of revenues were 60% and 63% for the three-month and six-month
periods ended June 30, 1997, as compared to 51% for the corresponding periods in
1996.
Product development expenses of $4.4 million and $9.1 million for the three-
month and six-month periods ended June 30, 1997, respectively, represented
decreases of 23% and 17%, respectively, over the corresponding periods in 1996.
These decreases were primarily due to lower staff when compared to the
corresponding periods in the prior year as a result of the Company's
reorganization in the quarters ended December 31, 1996 and June 30, 1997. The
Company continues to focus its product development resources on enterprise
network services particularly the Windows NT based products and its BeyondMail
products. The Company has also increased its investment in internet-related
product initiatives, including remote access networking capability, e.g., Banyan
Internet Connect and Switchboard Incorporated technology and services. Product
development expenses as a percentage of revenues were approximately 25% and 24%
for the three-month and six-month periods ended June 30, 1997, respectively, as
compared to 19% and 18% for the corresponding periods in 1996. Software costs
of $100,000 and $424,000 were capitalized for the three-month and six-month
periods ended June 30, 1997, respectively, as compared to $383,000 and $907,000
for corresponding periods in 1996. The amounts capitalized represented 2% and
4% of product development expenditures for the three-month and six-month periods
ended June 30, 1997, respectively, as compared to 6% and 8% for the three-month
and six-month periods ended June 30, 1996.
General and administrative expenses of $2.3 million and $5.7 million for the
three-month and six-month periods ended June 30, 1997, respectively, represented
decreases of 14% and 2% when compared to the corresponding periods in 1996. The
decreases were due to lower administrative and personnel costs as a result of
the reduction in staffing as part of the Company's reorganization efforts in the
quarters ended December 31, 1996 and June 30, 1997. General and administrative
expenses as a percentage of revenues were 14% and 15% for the three-month and
six-month periods ended June 30, 1997, as compared to 9% and 10% for the
corresponding periods in 1996.
On April 21, 1997, the Company announced a reorganization of its operations. As
a result of the reorganization, the Company recorded pre-tax restructuring and
other charges of $9.7 million in the quarter ending June 30, 1997. The
restructuring and other charges were composed of $1.8 million for severance
costs related to the reduction of approximately 22% of the Company's workforce,
$2.3 million for idle assets related to the restructuring, and $5.6 million for
costs related to facility and product line consolidations. During the three-
month period ended June 30, 1997, the restructuring action resulted in 75
employee separations. The remaining actions will be substantially completed in
1997.
Interest income was $134,000 and $276,000 for the three-month and six-month
periods ended June 30, 1997, respectively, and represented decreases of 53% and
56% from the corresponding
- 8 -
<PAGE>
periods in 1996. These decreases were due to lower levels of available funds
invested in marketable securities.
No tax provision, other than that required for foreign income or foreign
withholding taxes, was recorded for the three-month and six month periods ended
June 30, 1997 due to the Company's net operating loss. The effective tax rate
for the three-month and six-month periods ended June 30, 1996 was 36%.
FACTORS AFFECTING FUTURE OPERATING RESULTS
Certain of the information contained in this Form 10-Q, including information
with respect to the Company's plans and strategy for its business and the
Company's liquidity and capital resources for the remainder of 1997 described in
the final paragraph of this Item 2, consist of forward-looking statements.
Important factors that could cause actual results to differ materially from the
forward-looking statements include the factors listed under "Factors Affecting
Future Operating Results" in the Company's 10-K for the year ended December 31,
1996, which are incorporated herein by reference, as well as the following
factors:
In 1996, the Company announced a reorganization of its operations, including the
search for a new president and chief executive officer and a reduction of
approximately 15% of its work force. The Company also reduced worldwide channel
inventories of its distribution partners by approximately $9.0 million in the
quarter ended December 31, 1996, which contributed to a decline in software
revenues and a net operating loss in the quarter ended December 31, 1996. In
the second quarter of 1997, following the hiring of the new president and chief
executive officer, the Company announced a further reorganization of its
operations. As a result of this reorganization the Company recorded pre-tax
restructuring and other charges of approximately $9.7 million in the quarter
ending June 30, 1997. The restructuring and other charges will provide for
severance costs related to the reduction of approximately 22% of the Company's
workforce and costs related to facility and product line consolidations. There
can be no assurance the planned reorganization will be successfully implemented.
In addition, the Company's future success will depend on its ability to retain
its key employees and attract new employees, and there can be no assurance it
will be able to do so.
In 1996 and the first six months of 1997, a majority of the Company's product
sales were to existing customers for upgrade or expansion of their networks.
The Company's results will depend on its ability both to continue to sell
products for use in networks of existing customers and to attract new customers
for the Company's products. In addition, in 1996 and the first six months of
1997, the Company experienced extended selling cycles due to an increase in
multi-year customer agreements and to longer evaluation of operating systems and
hardware platforms by potential customers. The Company expects that extended
selling cycles will continue to affect the Company's operating results for the
foreseeable future.
The Company's results are partially dependent on its ability to enhance existing
products and introduce new products on a timely basis, and to achieve market
acceptance for such products. The Company's results in 1996 and the first six
months of 1997 were adversely affected by delays in the release and localization
of certain products, and there can be no assurance that the Company will not
experience similar delays in the future. On September 30, 1996, the Company
introduced StreetTalk for Windows NT, which integrates the Windows NT operating
system into a VINES network. On June 2, 1997, the Company introduced StreetTalk
for Windows NT 7.5 which provides for improved support for TCP/IP standards.
Failure of these products to achieve market acceptance could have a material
adverse effect on the Company's future results of operations.
- 9 -
<PAGE>
Because of the foregoing factors and the factors incorporated herein by
reference, the Company believes that period-to-period comparisons of its
financial results are not necessarily meaningful and it expects that its results
of operations may fluctuate from period-to-period in the future.
LIQUIDITY AND CAPITAL RESOURCES
Working capital decreased from a $1.5 million deficit at December 31, 1996 to a
$9.3 million deficit at June 30, 1997. At June 30, 1997, cash and cash
equivalents combined with marketable securities were $12.6 million, compared
with $19.2 million at December 31, 1996. Cash and cash equivalents decreased
$3.9 million from December 31, 1996 resulting in a cash balance of $6.7 million
at June 30, 1997. The decrease was due principally to the net loss from
operations in the six-month period ended June 30, 1997 offset in part by $8.1
million decrease in accounts receivable, $4.1 million in depreciation and
amortization, $3.0 million in proceeds from sales of marketable securities and
various other operating, financing and investing activities.
On April 21, 1997, the Company announced a reorganization of its operations. As
a result of the reorganization, the Company recorded pre-tax restructuring and
other charges of $9.7 million in the quarter ending June 30, 1997. The
restructuring and other charges were composed of $1.8 million for severance
costs related to the reduction of approximately 22% of the Company's workforce,
$2.3 million for idle assets related to the restructuring, and $5.5 million for
costs related to facility and product line consolidations.
The restructuring charge is expected to reduce cash flow by approximately $3.2
million, of which $1.1 million had been expended through June 30, 1997.
In the quarter ended December 31, 1996, the Company recorded a restructuring
charge of $5.5 million. Management believes that the liability balance is
adequate to cover future expenditures associated with the restructuring charges.
The restructuring charge is expected to use cash of $3.9 million, of which $3.1
million had been expended through June 30, 1997.
The Company had a $10 million line of credit that expired in May 1997. The
Company is negotiating to obtain a new line of credit and is considering
alternative sources of financing. The Company believes that existing cash and
marketable securities, combined with cash expected to be generated from
operations and the availability of a new line of credit, will be sufficient to
fund the Company's operations through at least 1997. There can be no assurance,
however, that the Company will be able to establish a new line of credit or an
alternative source of financing. If the Company fails to obtain such financing,
the Company could require additional cash to fund operations prior to the end of
1997. In addition, even if financing is obtained, if revenues during the
remainder of 1997 are lower than expected, the Company could require additional
cash to fund operations prior to the end of 1997. There can be no assurance that
such funds would be available on commercially reasonable terms, if at all.
- 10 -
<PAGE>
BANYAN SYSTEMS INCORPORATED
PART II - OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
At the Company's Annual Meeting of Stockholders held on May 12, 1997,
the following proposals were adopted by the vote specified below:
<TABLE>
<CAPTION>
Against or Broker
Proposal For Withheld Abstain Non-votes
-------- ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
1. Election of two Class II Directors:
John F. Burton 14,602,688 283,188 --- ---
Fontaine K. Richardson 14,590,217 295,659 --- ---
2. Ratification and approval of 13,545,368 1,193,119 147,389 ---
amendments to the Company's
1992 Director Stock Option Plan
3. Ratification and approval of 13,987,874 796,518 101,484 ---
amendment to the Company's
1995 Employee Stock Purchase Plan
4. Ratification of the selection of 14,588,349 241,723 55,804 ---
Coopers & Lybrand L.L.P.
as the Company's independent accountants
</TABLE>
In addition to the Directors elected at the Annual Meeting, the term
of office of each of the following Directors also continued following
the meeting: G. Leonard Baker, Jr., William P. Ferry, A. Peter
Hamilton, David C. Mahoney and David N. Strohm.
ITEM 6. Exhibits and Reports on Form 8-K
--------------------------------
a. The exhibits listed in the Exhibit Index filed as part of this report
are filed as part of or are included in this report.
b. The Company filed no reports on Form 8-K during the quarter for which
this report is filed.
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<PAGE>
BANYAN SYSTEMS INCORPORATED
SIGNATURE
Pursuant to the requirements 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.
BANYAN SYSTEMS INCORPORATED
Date: August 7, 1997 By: /s/ Richard M. Spaulding
----------------------------
Richard M. Spaulding
Chief Financial Officer,
Vice President, Finance and Treasurer
(principal financial and accounting officer)
- 12 -
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER TITLE OF DOCUMENT
- -------------- -----------------
10.3A Amendment No. 3 to the Company's 1992 Stock Incentive Plan.
10.4A Amendment No. 1 to the Company's 1992 Director Stock Option
Plan.
10.4B Amendment No. 2 to the Company's 1992 Director Stock Option
Plan.
10.7A Amendment No. 1 to the Employment Agreement between William
P. Ferry and the Company.
27 Financial Data Schedule.
- 13 -
<PAGE>
AMENDMENT NO. 3 TO THE 1992 STOCK INCENTIVE PLAN
OF BANYAN SYSTEMS INCORPORATED
The definition of "Committee" contained in Subsection 2 of the 1992 Stock
Incentive Plan (the "Plan") of Banyan Systems Incorporated is hereby amended and
restated in its entirety to read as follows"
"'Committee' means a committee of not less than two members of the Board
appointed by the Board to administer the Plan, provided that if and when the
Common Stock is registered under the Section 12 of the Securities Exchange Act
of 1934, each member of the Committee shall be a 'Non-Employee Director,' as
such term is defined in Rule 16b-3 under the Securities Act of 1934
("Rule 16b-3"), and an 'Outside Director', as such term is defined in the Code."
Adopted by the Board of Directors on
January 17, 1997
<PAGE>
AMENDMENT NO. 1 TO THE 1992 DIRECTOR STOCK OPTION PLAN
OF BANYAN SYSTEMS INCORPORATED
Subsection 5(c) of the 1992 Director Stock Option Plan (the "Plan") of
Banyan Systems Incorporated is hereby amended and restated in its entirety to
read as follows:
"(c) Options Non-Transferrable. Except as otherwise provided in the
-------------------------
option agreement evidencing the option grant, each option granted under the Plan
shall not be transferrable by the optionee otherwise than by will, or by the
laws of descent and distribution, and shall be exercised during the lifetime of
the optionee only by the optionee."
Subsection 10 of the Plan is hereby amended and restated in its entirety to
read as follows:
"10. Amendment of the Plan. The Board of Directors may at any time, and
---------------------
from time to time, modify, terminate or amend the Plan in any respect, except
that if at any time the approval of the stockholders of the Company is required
as to such modification or amendment under any applicable listing requirement or
any applicable tax or regulatory requirement, the Board of Directors may not
effect such modification or amendment without such approval."
Adopted by the Board of Directors on
January 16, 1997
<PAGE>
AMENDMENT NO. 2 TO THE 1992 DIRECTOR STOCK OPTIONS PLAN
OF BANYAN SYSTEMS INCORPORATED
Subsection 4(a) of the 1992 Director Stock Option Plan (the "Plan") of
Banyan Systems Incorporated is hereby amended, subject to stockholder approval
to increase from 100,000 to 200,000 the number of shares of Common Stock
authorized for issuance under the Plan.
Adopted by the Board of Directors on
February 27, 1997
Approved by the Stockholders on
May 12, 1997
<PAGE>
AMENDMENT NO. 1
TO EMPLOYMENT AGREEMENT
This Amendment No. 1 to Employment Agreement (the "Agreement") made as of
the 4th day of February, 1997 between Banyan Systems Incorporated, a
Massachusetts corporation (the "Company"), and William P. Ferry (the "Employee")
is effective as of the ___ day of June 1997.
The parties hereto agree that the Agreement is hereby amended as follows:
1. Section 3.2 (a) of the Agreement, which relates to the Employee's
"target bonus," is amended to provide that the Company shall pay to the Employee
as soon as reasonably practicable $56,250, representing the difference between
the amount previously paid as bonus to the Employee ($18,750) and the amount
that is the calendar prorated portion through and including the date hereof of
the annual target bonus guarantee of $150,000 per year ($75,000). During the
remainder of 1997, the Company shall pay to the Employee, in bi-weekly
installments, the sum of $75,000, representing the prorated portion of the
remaining amount of such annual target bonus guarantee.
2. The per share exercise price of the stock option granted to the
Employee pursuant to Section 3.3(a) of the Agreement is revised to equal $2.25
per share.
3. The issuance and sale to the Employee of 200,000 shares of Common Stock
of the Company pursuant to Section 3.4(a) of the Agreement is hereby rescinded.
The Employee shall on the date hereof return to the Company for cancellation the
certificate representing such 200,000 shares.
4. The Company shall pay to the Employee as soon as possible a cash bonus
of $400,000, but no later than June 20, 1997.
5. Subject to Section 6 below, on January 2, 1998, the Company shall issue
and sell to the Employee 160,000 shares of Common Stock of the Company
("Restricted Shares"), at a price of $.01 per share, with no restrictions on the
Employee's right to sell or otherwise transfer such shares other than
restrictions under the Securities Act of 1933, as amended (the "Act");
provided,however, that such shares shall only be issued and sold to the
- -------- -------
Employee if the Employee is continuously employed by the Company through and in
cluding January 2, 1998 and the Employee has not, as of such date, announced his
intention to terminate his employment with the Company. If the Employee is
unable, due to restrictions imposed by the Act ("SEC Restrictions"), or
unwilling to sell a sufficient number of Restricted Shares to satisfy his
federal and state tax obligations with respect to the issuance to him of the
Restricted Shares (including his obligation to pay to the Company any
withholding taxes upon such issuance), the Company shall lend to the Employee
such amounts as are necessary to satisfy such obligations. Such loans shall bear
no interest until the SEC Restrictions, if such restrictions exist, lapse and
shall
<PAGE>
bear interest at the prime rate less one percent (1%) after such SEC
Restrictions lapse or if no such restrictions exist but Employee is unwilling to
sell. Such loans shall be due and payable one (1) year after the issuance of the
Restricted Shares, provided that the after-tax proceeds of any earlier sale of
the Restricted Shares shall be used to prepay such loans.
6. In the event of a Change in Control of the Company (as defined in
Section 8 of the Agreement) on or before January 2, 1998, the Company shall pay
to the Employee a bonus of $400,000 within 14 days of such Change in Control,
and the Company shall have no obligation to issue to the Employee the shares
referred to in Section 5 above.
To the extent any provision of this Amendment is inconsistent with any
provision of the Agreement, such provision of the Agreement is hereby modified
and superseded by the terms hereof. Any term of the Agreement not so modified
or superseded shall remain in full force and effect.
EXECUTED as of the ___ day of June, 1997.
COMPANY:
BANYAN SYSTEMS INCORPORATED
By: /s/ John F. Burton
-----------------------------
Name: John F. Burton
Title: Chairman of the Board
EMPLOYEE:
/s/ William P. Ferry
-----------------------------
William P. Ferry
-2-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 6-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1996
<PERIOD-START> JAN-01-1997 JAN-01-1996
<PERIOD-END> JUN-30-1997 JUN-30-1996
<CASH> 6,699 10,613
<SECURITIES> 5,857 8,575
<RECEIVABLES> 16,737 26,922
<ALLOWANCES> 5,095 7,168
<INVENTORY> 1,203 2,863
<CURRENT-ASSETS> 28,282 43,753
<PP&E> 42,998 45,619
<DEPRECIATION> 35,073 32,054
<TOTAL-ASSETS> 42,159 69,352
<CURRENT-LIABILITIES> 37,699 45,266
<BONDS> 0 0
0 0
0 0
<COMMON> 192 190
<OTHER-SE> 678 20,132
<TOTAL-LIABILITY-AND-EQUITY> 42,159 69,532
<SALES> 30,235 51,769
<TOTAL-REVENUES> 37,104 60,133
<CGS> 4,129 5,601
<TOTAL-COSTS> 57,185 59,649
<OTHER-EXPENSES> (235) (420)
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 50 38
<INCOME-PRETAX> (19,896) 866
<INCOME-TAX> 161 311
<INCOME-CONTINUING> (20,057) 555
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (20,057) 555
<EPS-PRIMARY> (1.16) 0.03
<EPS-DILUTED> (1.16) 0.03
</TABLE>
