<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999.
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ TO _______________
Commission file number 000-20364
BANYAN SYSTEMS INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
MASSACHUSETTS
(State or Other Jurisdiction of Incorporation or Organization)
04-2798394
(I.R.S. Employer Identification No.)
120 FLANDERS ROAD
WESTBORO, MASSACHUSETTS 01581
(Address and Zip Code of Principal Executive Offices)
Registrant's telephone number, including area code: 508-898-1000
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 for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]
The aggregate market value of the voting common stock held by non-
affiliates of the Registrant, based on a per share fair market value as of March
24, 2000 of $19.56, was approximately $386,933,318.52. For this purpose, any
officer, director or 5% stockholder of the Company is deemed to be an affiliate.
The Registrant has no shares of non-voting Common Stock authorized or
outstanding.
On March 24, 2000, there were 23,320,488 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Specifically identified portions of the Annual Report to Shareholders for
the fiscal year ended December 31, 1999 (the "Annual Report to
Shareholders") are incorporated by reference into Parts I and II of this
Annual Report on Form 10-K.
(2) Specifically identified portions of the Company's Definitive Proxy
Statement, to be filed with the Securities and Exchange Commission within
120 days after December 31, 1999 in connection with the Company's 2000
Annual Meeting of Stockholders, are incorporated by reference into Part III
of this Annual Report on Form 10-K.
<PAGE>
EXPLANATORY NOTE
The Annual Report on Form 10-K of Banyan Systems Incorporated for the
fiscal year ended December 31, 1999, as filed with the Securities and Exchange
Commission on March 30, 2000, is hereby amended to (i) file Exhibit 10.4
thereto and (ii) refile Exhibit 23 thereto, which such Exhibit 23 is amended and
restated as filed herewith.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of or are included in this Annual
Report on Form 10-K:
1. Financial Statements:
. Consolidated Balance Sheets as of December 31, 1999 and 1998.
. Consolidated Statements of Operations for the years ended
December 31, 1999, 1998, and 1997.
. Consolidated Statements of Shareholders' Equity for the years
ended December 31, 1999, 1998 and 1997.
. Consolidated Statements of Cash Flows for the years ended
December 31, 1999, 1998 and 1997.
. Notes to Consolidated Financial Statements.
. Report of Independent Accountants for the years ended December
31, 1999, 1998 and 1997.
. Selected Financial Data for the years ended December 31, 1999,
1998, 1997, 1996, and 1995.
2. Financial Statement Schedules:
. Report of Independent Accountants for the years ended December
31, 1999, 1998 and 1997.
. Schedule II--Valuation and Qualifying Accounts.
. Schedules other than the one listed above have been omitted since
they are either not required, not applicable or the information
is otherwise included.
3. Listing of Exhibits:
. The Exhibits filed as part of this Annual Report on Form 10-K are
listed in the Exhibit Index immediately preceding such Exhibits,
which Exhibit Index is incorporated herein by reference.
Documents listed on such Exhibit Index, except for documents
identified by footnotes, are being filed as exhibits herewith.
Documents identified by footnotes are not being filed herewith
and, pursuant to Rule 12b-32 under the Securities Exchange Act of
1934, reference is made to such documents as previously filed
with the Securities and Exchange Commission. The Registrant's
file number under the Securities Exchange Act of 1934 is
000-20364.
(b) No reports on Form 8-K were filed by the Registrant during the last
quarter of the fiscal year ended December 31, 1999.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated: April 5, 2000 BANYAN SYSTEMS INCORPORATED
/s/ Richard M. Spaulding
-------------------------
By: Richard M. Spaulding
Senior Vice President and Chief Financial Officer
<PAGE>
EXHIBIT INDEX
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EXHIBIT
- --------------- ---------------------------------------------------------------------------------------------------
NUMBER TITLE OF DOCUMENT
- --------------- ---------------------------------------------------------------------------------------------------
<S> <C>
3.1(2) Second Amended and Restated Articles of Organization of the Registrant.
3.1A(7) Certificate of Vote of Directors Establishing a Class or Series of Stock
3.2(1) Amended and Restated By-Laws of the Registrant.
3.2A** Amendment No. 1 to Amended and Restated By-Laws of the Registrant.
10.1+(8) Second Amended and Restated 1984 Incentive Stock Option Plan.
10.2+(8) Second Amended and Restated 1984 Non-Qualified Stock Option Plan.
10.3+(11) 1992 Stock Incentive Plan, as amended.
10.3A+(11) Form of Incentive Stock Option for grant under the Registrant's 1992 Stock Incentive Plan, as
amended.
10.3B+(11) Form of Non-Qualified Stock Option for grant under the Registrant's 1992 Stock Incentive Plan, as
amended.
10.4+ 1992 Director Stock Option Plan, as amended.
10.5 Reserved.
10.6+(4)(5) Employment Agreement dated February 4, 1997 between the Registrant and William P. Ferry, as
amended.
10.6A+(10) Amendment No. 2 dated as of October 16, 1998 to Employment Agreement between the Registrant
and William P. Ferry.
10.6B+** Amendment No. 3 dated as of December 8, 1999 to Employment Agreement between the Registrant and
William P. Ferry.
10.7(1) Real Estate Sublease dated June 19, 1991, as amended to date, between the Registrant and Sytron
Corporation.
10.8(1) Lease Agreement dated April 21, 1989, as amended to date, between the Registrant and CB
Westboro C Limited Partnership, a Texas Limited Partnership.
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT
- --------------- ---------------------------------------------------------------------------------------------------
NUMBER TITLE OF DOCUMENT
- --------------- ---------------------------------------------------------------------------------------------------
<S> <C>
10.8A(10) Amendment to Lease Agreement dated April 21, 1993 between the Registrant and CB Westboro C
Limited Partnership, a Texas Limited Partnership.
10.8B(3) Amendment to Lease Agreement dated April 21, 1993 between the Registrant and Commonwealth
Westboro Limited Partnership, a Massachusetts Limited Partnership (as successor in interest to CB
Westboro C Limited Partnership, a Texas Limited Partnership).
10.9(1)(10) Lease Agreement dated November 14, 1986, as amended to date, between the Registrant and Aetna
Real Estate Associated, L.P. (as assignee of Flanders Realty Trust).
10.9A(10) Amendment to Lease Agreement dated April 1, 1993 between the Registrant and Aetna Real Estate,
L.P. (as assignee of Flanders Realty Trust).
10.9B(8) Fifth Lease Extension and Modification Agreement made as of October 15, 1997 between Aetna
Real Estate Associates and the Registrant.
10.10(6) Loan and Security Agreement dated as of September 4, 1997 by and between Foothill Capital
Corporation and the Registrant.
10.10A(8) Consent and Amendment to Loan and Security Agreement dated as of March 5, 1998 by and
between Foothill Capital Corporation and the Regisrant.
10.11(6) Securities Issuance Agreement dated as of September 4, 1997 by and between Foothill Capital
Corporation and the Registrant.
10.12(6) Form of Warrant issued by and to be issued by the Registrant to Foothill Capital Corporation.
10.13(7) Preferred Stock and Warrant Purchase Agreement dated as of March 5, 1998 between the Registrant
and HarbourVest Partners V--Direct Fund L.P. ("HarbourVest").
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT
- ------------------- ----------------------------------------------------------------------------------------------
NUMBER TITLE OF DOCUMENT
- ------------------- ----------------------------------------------------------------------------------------------
<S> <C>
10.14(7) Warrant to purchase shares of Series B Convertible Preferred Stock issued by the Registrant to
HarbourVest as of March 5, 1998.
10.15(7) Warrant to purchase shares of Series C Convertible Preferred Stock issued by the Regisrant to
HarbourVest as of March 5, 1998.
10.16+(8)(9) Separation Agreement and Release and Waiver of Claims dated as of May 31, 1997 between
the Registrant and David C. Mahoney, as amended.
10.17+(10) Executive Retention Agreement dated as of October 16, 1998 between the Registrant and
Robert D. Burke.
10.18+(10) Executive Retention Agreement dated as of October 16, 1998 between the Registrant and
Richard M. Spaulding.
10.19+(10) Executive Retention Agreement dated as of October 16, 1998 between the Registrant and
Anthony J. Bellantuoni.
10.20+(10) Executive Officer Restricted Stock Agreement dated October 16, 1998 between the Registrant
and William P. Ferry.
10.21+(10) Executive Officer restricted Stock Agreement dated October 16, 1998 between the Registrant
and Robert D. Burke.
10.22+(10) Executive Officer Restricted Stock Agreement dated October 16, 1998 between the Registrant
and Richard M. Spaulding.
10.23+(10) Executive Officer Restricted Stock Agreement dated October 16, 1998 between the Registrant
and Anthony J. Bellantuoni.
10.24*(12) Alliance Agreement dated January 8, 1999 between the Registrant and Microsoft Corporation.
10.25(12) Warrant Purchase Agreement January 8, 1999 between the Registrant and Microsoft.
10.26(12) Common Stock Purchase Warrant issued by the Registrant to Microsoft on January 8, 1999.
10.27+(12) Employment Letter dated as of January 15, 1999 between the Registrant and Scott G. Silk.
10.28+(12) Non-Qualified Stock Option Agreement dated February 4, 1997 granted by the Registrant to
William P. Ferry.
10.29+(12) Non-Qualified Stock Option Agreement dated March 20, 1997 granted by the Registrant to
Robert D. Burke.
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT
- ------------------- ----------------------------------------------------------------------------------------------
NUMBER TITLE OF DOCUMENT
- ------------------- ----------------------------------------------------------------------------------------------
<S> <C>
10.30+(12) Non-Qualified Stock Option Agreement dated June 11, 1997 granted by the Registrant to Anthony
J. Bellantuoni.
10.31(13) Common Stock and Warrant Purchase Agreement dated as of June 1, 1999 by and among Switchboard
Incorporated, the Registrant and CBS Corporation, as amended.
10.31A(14) Amendment No. 2 to Common Stock and Warrant Purchase Agreement by and among Switchboard
Incorporated, the Registrant and CBS Corporation, effective as of July 1, 1999.
10.32*(13) Common Stock Purchase Warrant issued by Switchboard Incorporated to CBS Corporation on June
30, 1999.
10.33*(13) Advertising and Promotion Agreement dated as of June 30, 1999 by and among CBS Corporation,
the Registrant and Switchboard Incorporated.
10.34(13) License Agreement dated as of June 30, 1999 by and between CBS Corporation and Switchboard
Incorporated.
10.35(13) Warrant Purchase Agreement dated as of June 1, 1999 by and between the Company and CBS
Corporation.
10.36(13) Common Stock Purchase Warrant issued by the Registrant to CBS Corporation on June 30, 1999.
10.37+** Non-Qualified Stock Option Agreement dated October 21, 1999 granted by the Registrant to
William P. Ferry.
10.38+** Non-Qualified Stock Option Agreement dated December 8, 1999 granted by the Registrant to
William P. Ferry.
10.39+** Executive Officer restricted stock Agreement dated October 8, 1999 between the Registrant and
Scott G. Silk.
13** Selected portions of the Registrant's Annual Report to Shareholders for the year ended
December 31, 1999 (which is not deemed to be "filed" except to the extent that portions
thereof are expressly incorporated by reference in this Annual Report on Form 10-K).
21** Subsidiaries of the Company.
23*** Consent of PricewaterhouseCoopers LLP.
27** Financial Data Schedule.
</TABLE>
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- ----------------
+ Management contract or compensation plan or arrangement required to be
filed as an exhibit pursuant to Item 14(c) of Form 10-K.
* Confidential treatment has been requested as to certain portions, which
portions have been omitted and filed seperately with the Securities and
Exchange Commission.
** Previously filed.
*** Superseding exhibit.
(1) Incorporated herein by reference to the exhibits to the Registrant's
Registration statement on Form S-1 (File No. 33-49194).
(2) Incorporated herein by reference to the exhibits to the Registrant's
Registration statement on Form S-8 (File No. 33-54140).
(3) Incorporated herein by reference to the exhibits to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended September 30,
1995.
(4) Incorporated herein by reference to the exhibits to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996.
(5) Incorporated herein by reference to the exhibits to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1997.
(6) Incorporated herein by reference to the exhibits to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended September 30,
1997.
(7) Incorporated herein by reference to the exhibits to the Registrant's
Current Report on Form 8-K dated March 5, 1998.
(8) Incorporated herein by reference to the exhibits to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1997.
(9) Incorporated herein by reference to the exhibits to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended September 30,
1998.
(10) Incorporated herein by reference to the exhibits to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1998.
(11) Incorporated herein by reference to the exhibits to the Company's
Registration Statement on Form S-8 (File No. 333-70553).
(12) Incorporated herein by reference to the exhibits to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
1999.
(13) Incorporated herein by reference to the exhibits to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1999.
(14) Incorporated herein by reference to Exhibit 10.4A to Switchboard
Incorporated's Registration Statement on Form S-1 (Commission File No. 333-
90013), filed on October 29, 1999, as amended.
<PAGE>
Exhibit 10.4
BANYAN SYSTEMS INCORPORATED
1992 DIRECTOR STOCK OPTION PLAN
1. Purpose
-------
The purpose of this 1992 Director Stock Option Plan (the "Plan") of
Banyan Systems Incorporated (the "Company") is to encourage ownership in the
Company by outside directors of the Company whose continued services are
considered essential to the Company's future progress and to provide them with a
further incentive to remain as directors of the Company.
2. Administration
--------------
The Board of Directors shall supervise and administer the Plan. Grants
of stock options under the Plan and the amount and nature of the awards to be
granted shall be automatic in accordance with Section 5. However, all questions
of interpretation of the Plan or of any options issued under it shall be
determined by the Board of Directors and such determination shall be final and
binding upon all persons having an interest in the Plan.
3. Participation in the Plan
-------------------------
Directors of the Company who are not employees of the Company or any
subsidiary of the Company shall be eligible to participate in the Plan.
4. Stock Subject to the Plan
-------------------------
(a) The maximum number of shares which may be issued under the Plan
shall be 100,000 shares of the Company's Common Stock, par value $.01 per share
("Common Stock"), subject to adjustment as provided in Section 9 of the Plan.
(b) If any outstanding option under the Plan for any reason expires
or is terminated without having been exercised in full, the shares allocable to
the unexercised portion of such option shall again become available for grant
pursuant to the Plan.
(c) All options granted under the Plan shall be non-statutory options
not entitled to special tax treatment under Section 422 of the Internal Revenue
Code of 1986, as amended to date and as it may be amended from time to time (the
"Code").
5. Terms, Conditions and Form of Options
-------------------------------------
Each option granted under the Plan shall be evidenced by a written
agreement in such form as the Board of Directors shall from time to time
approve, which agreements shall comply with and be subject to the following
terms and conditions:
(a) Option Grant Dates.
------------------
(i) Upon the closing of the initial public offering of Common
Stock of the Company, and on the date of each annual meeting of stockholders of
the Company, and on the date of each annual meeting of stockholders of the
Company thereafter, the Company shall grant to each eligible director an option
for 3,000 shares of Common Stock (the "Annual Option").
(ii) Upon the initial election of any eligible director as a
director of the Company, the Company shall grant to such director an option for
15,000 shares of Common Stock (the "Initial Option"), provided that no person
--------
serving as a director upon the adoption of this Plan shall receive such an
option.
(b) Option Exercise Price. The option exercise price per share for
---------------------
each option granted under the Plan shall equal (i) the last reported sales price
per share of the Company's Common Stock on the NASDAQ National Market System
(or, if the Company is traded on a nationally recognized securities exchange on
the date of grant, the reported closing sales price per share of the Company's
Common Stock by such exchange) on the date of grant (or if no such price is
reported on such date such price as reported on the nearest preceding day) or
(ii) if the Common Stock is not traded on NASDAQ or an exchange, the fair market
value per share on the date of grant as determined by the Board of Directors.
(c) Options Non-Transferable. Each option granted under the Plan by
------------------------
its terms shall not be transferable 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 him. No option or interest therein may be
transferred, assigned, pledged or hypothecated by the optionee during his
lifetime, whether by operation of law or otherwise, or be made subject to
execution, attachment or similar process.
(d) Exercise Period. Each Initial Option shall become exercisable on
---------------
a cumulative basis as to one-fourth of the shares subject to the option on each
of the first, second, third and fourth anniversaries of the date of grant of
such option. Each
<PAGE>
Annual Option shall become exercisable 12 months after the date of grant of such
option (or, if earlier, the day prior to the first Annual Meeting of
Stockholders of the Company following the date of grant). In the event an
optionee ceases to serve as a director, each such option may be exercised by the
optionee (or, in the event of his death, by his administrator, executor or
heirs), at any time within 12 months after the optionee ceases to serve as a
director, to the extent such option was exercisable at the time of such
cessation of service. Notwithstanding the foregoing, no option shall be
exercisable after the expiration of ten years from the date of grant.
(e) Exercise Procedure. Options may be exercised only by written
------------------
notice to the Company at its principal office accompanied by (i) payment in cash
of the full consideration for the shares as to which they are exercised or (ii)
an irrevocable undertaking by a broker to deliver promptly to the Company
sufficient funds to pay the exercise price or delivery of irrevocable
instructions to a broker to deliver promptly to the Company cash or a check
sufficient to pay the exercise price.
6. Assignments
-----------
The rights and benefits of participants under the Plan may not be
assigned, whether voluntarily or by operation of law, except as provided in
Section 5(d).
7. Effective Date
--------------
The Plan shall become effective immediately upon its adoption by the
Board of Directors, but all grants of options shall be conditional upon the
approval of the Plan by the stockholders of the Company within 12 months after
adoption of the Plan by the Board of Directors.
8. Limitation of Rights
--------------------
(a) No Right to Continue as a Director. Neither the Plan, nor the
----------------------------------
granting of an option nor any other action taken pursuant to the Plan, shall
constitute or be evidence of any agreement or understanding, express or implied,
that the Company will retain a director for any period of time.
(b) No Stockholders' Rights for Options. An optionee shall have no
-----------------------------------
rights as a stockholder with respect to the shares covered by his options until
the date of the issuance to him of a
2
<PAGE>
stock certificate therefor, and no adjustment will be made for dividends or
other rights (except as provided in Section 9) for which the record date is
prior to the date such certificate is issued.
9. Changes in Common Stock
-----------------------
(a) If the outstanding shares of Common Stock are increased,
decreased or exchanged for a different number or kind of shares or other
securities, or if additional shares or new or different shares or other
securities are distributed with respect to such shares of Common Stock or other
securities, through merger, consolidation, sale of all or substantially all of
the assets of the Company, reorganization, recapitalization, reclassification,
stock dividend, stock split, reverse stock split or other distribution with
respect to such shares of Common Stock, or other securities, an appropriate and
proportionate adjustment will be made in (i) the maximum number and kind of
shares reserved for issuance under the Plan, (ii) the number and kind of shares
or other securities subject to then outstanding options under the Plan and (iii)
the price for each share subject to any then outstanding options under the Plan,
without changing the aggregate purchase price as to which such options remain
exercisable. No fractional shares will be issued under the Plan on account of
any such adjustments.
(b) In the event that the Company is merged or consolidated into or
with another corporation (in which consolidation or merger the stockholders of
the Company receive distributions of cash or securities of another issuer as a
result thereof), or in the event that all or substantially all of the assets of
the Company are acquired by any other person or entity, or in the event of a
reorganization or liquidation of the Company, the Board of Directors of the
Company, or the board of directors of any corporation assuming the obligations
of the Company, shall, as to outstanding options, either (i) provide that such
options shall be assumed, or equivalent options shall be substituted, by the
acquiring or successor corporation (or an affiliate thereof), or (ii) upon
written notice to the optionees, provide that all unexercised options will
terminate immediately prior to the consummation of such merger, consolidation,
acquisition, reorganization or liquidations unless exercised by the optionee
within a specified number of days following the date of such notice.
3
<PAGE>
10. Amendment of the Plan
---------------------
The Board of Directors may suspend or discontinue the Plan or review
or amend it in any respect whatsoever; provided, however, that without approval
of the stockholders of the Company no revision or amendment shall change the
number of shares subject to the Plan (except as provided in Section 9), change
the designation of the class of directors eligible to receive options, or
materially increase the benefits accruing to participants under the Plan. The
Plan may not be amended more than once in any six-month period.
11. Notice
------
Any written notice to the Company required by any of the provisions of
the Plan shall be addressed to the Treasurer of the Company and shall become
effective when it is received.
12. Governing Law
-------------
The Plan and all determinations made and actions taken pursuant hereto
shall be governed by the laws of the Commonwealth of Massachusetts.
Adopted by the Board of Directors
on June 23, 1992.
Approved by the stockholders
on July 24, 1992.
4
<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
AMENDMENT NO. 2 TO THE 1992 DIRECTOR STOCK OPTION PLAN
OF BANYAN SYSTEMS INCORPORATED
Section 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
Adopted by the Stockholders
on May 12, 1997
5
<PAGE>
AMENDMENT NO. 3 TO THE 1992 DIRECTOR STOCK OPTION PLAN OF BANYAN SYSTEMS
INCORPORATED
1. Subsection 5(a)(i) of the Plan is hereby amended to increase the Annual
Option from 3,000 to 8,000 shares of Common Stock.
2. Subsection 5(a)(ii) of the Plan is hereby amended to increase the Initial
Option from 15,000 to 32,000 shares of Common Stock.
3. Section 5 of the Plan is hereby amended to add subsection (a)(iii) as
follows:
"(iii) Upon the fourth anniversary of the grant of an Initial Option to an
eligible director, the Company shall grant to such director an option for 16,000
shares of Common Stock (the "Refresher Option"), provided that such director is
an eligible director on the date of such grant."
For each eligible director whose fourth anniversary of the grant of his
Initial Option occurred or will occur prior to May 9, 2000, he will receive his
Refresher Option on May 9, 2000.
4. The first sentence of Subsection 5(d) is hereby amended by adding the phrase
"and Refresher Option" between the words "Initial Option" and "shall."
5. Subsection 9(b) of the Plan is hereby amended and restated in its entirety
to read as follows:
"(b) In the event that the Company is merged or consolidated into or with
another corporation (in which consolidation or merger the stockholders of the
Company receive distributions of cash or securities of another issuer as a
result thereof), or in the event that all or substantially all of the assets of
the Company are acquired by any other person or entity, or in the event of a
reorganization or liquidation of the Company, then (i) all outstanding options
shall automatically become vested in full and fully exercisable immediately
prior to the consummation of such merger, consolidation, acquisition,
reorganization or liquidation, and (ii) the Board of Directors of the Company,
or the board of directors of any corporation assuming the obligations of the
Company, shall, as to outstanding options, either (A) provide that such options
shall be assumed, or equivalent options shall be substituted, by the acquiring
or successor corporation (or affiliate thereof), or (B) upon written notice to
the optionees, provide that all unexercised options will terminate immediately
following the vesting of such options in accordance with clause (i) above and
immediately prior to the consummation of such merger, consolidation,
acquisition, reorganization or liquidation unless exercised by the optionee
within a specified number of days following the date of such notice."
Adopted by the Board of Directors
on October 21, 1999
6
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (File Nos. 33-50860, 33-50862, 33-50864, 33-54140, 33-
57734, 33-78804, 33-92312, 33-95288, 333-22631, 333-26857, 333-28745, 333-28675,
333-40671, 333-46259, 333-53705, 333-53707, 333-78553, and 333-78551) of Banyan
Systems Incorporated of our report dated February 2, 2000 except for Note T, for
which the date is March 2, 2000 relating to the financial statements, which is
incorporated by reference in this Annual Report on Form 10-K. We also consent to
the incorporation by reference of our report dated February 2, 2000 relating to
the financial statement schedule in this Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
March 30, 2000
