<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDEMENT NO. 1 TO FORM 10-K/A
(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, 1996
OR
--
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-50464
NETRIX CORPORATION
------------------
(Exact name of registrant as specified in charter)
DELAWARE 54-1345159
- ------------------------ --------------------------------
(State of Incorporation) (IRS Employer Identification No.)
13595 Dulles Technology Drive, Herndon, Virginia 20171
- ------------------------------------------------ ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 742-6000
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, $0.05 PAR VALUE
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
------- -------
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K 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.[X]
Aggregate market value of Common Stock (par value $.05 per share) held
by non-affiliates of Registrant on March 17, 1997: $28,551,276.
The number of shares of Registrant's Common Stock (par value $.05 per
share) outstanding as of March 17, 1997: 9,517,092.
DOCUMENTS INCORPORATED BY REFERENCE
The information called for by Part III is incorporated by reference to
the definitive Proxy Statement for the Annual Meeting of Stockholders to be held
on July 10, 1997.
1
<PAGE>
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.
NETRIX CORPORATION
Date: June 16, 1997
By: /s/ Lynn C. Chapman
______________________________
Lynn C. Chapman
President and Chief Executive
Officer
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Lynn C. Chapman President, Chief Executive June 16, 1997
- ------------------------- Officer and Director
Lynn C. Chapman (Principal Executive Officer)
/s/ Robert W. Carroll Vice President-Finance, Chief June 16, 1997
- ------------------------- Financial Officer and Treasurer
Robert W. Carroll (Principal Financial Officer)
/s/ Stephen E. Coit Director June 16, 1997
- -------------------------
Stephen E. Coit
/s/ Arthur J. Marks Director June 16, 1997
- -------------------------
Arthur J. Marks
/s/ William T. Rooker Director June 16, 1997
- -------------------------
William T. Rooker
/s/ V. Orville Wright Director June 16, 1997
- -------------------------
V. Orville Wright
/s/ John Burton Director June 16, 1997
- -------------------------
John Burton
</TABLE>
40