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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 10-K/A
[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
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to .
--- ---
Commission File No. 0-27794
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SEGUE SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4188982
(State or other (I.R.S. Employer
incorporation or organization) Identification No.)
201 SPRING STREET, LEXINGTON, MASSACHUSETTS 02421
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (781) 402-1000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
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. [ ]
As of April 13, 2000, the aggregate market value of the voting stock held by
non-affiliates of the registrant was approximately $63,321,017, based on the
closing price on such date of the Company's Common Stock on the Nasdaq
("Nasdaq") National Market. As of April 13, 2000, 9,378,938 shares of Common
Stock, $.01 par value per share (the "Common Stock"), were outstanding.
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Part III, Items 10, 11, 12 and 13 of the Company's Form 10-K filed with the
Securities and Exchange Commission on March 30, 2000 is hereby amended and
restated in full as follows:
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following biographical descriptions set forth certain information with
respect to the Nominees for election as directors at the Company's 2000 Annual
Meeting of Stockholders and the executive officers who are not directors, based
on information furnished to the Company by each director and officer. The
following information is as of April 13, 2000.
INFORMATION REGARDING THE DIRECTORS AND NOMINEES FOR ELECTION AS DIRECTORS
JAMES H. SIMONS has been Chairman of the Board since 1992 and a director
since 1988. Since 1982, Dr. Simons has been the President and Chairman of
Renaissance Technologies Corp. Dr. Simons also is a member of the Board of
Directors of the following publicly held companies: Cylink Corp. and Franklin
Electronic Publishers, Inc. He is 61 years old.
STEPHEN B. BUTLER has served as Chief Executive Officer and as a director of
the Company since September 5, 1997. Mr. Butler was elected to the office of
President in January 1998. Prior to joining the Company, Mr. Butler served as
President and Chief Executive Officer of TriQuest Design Automation Inc., an
electronic design automation company, from October 1995 to July 1997. Prior to
that, Mr. Butler held senior management positions at Quickturn Design Systems,
Inc., an electronic design automation company where he served as Senior Vice
President of Sales, Marketing and Support from May 1993 until July 1995, and as
Vice President of Sales from July 1991 until May 1993. He is 43 years old.
LEONARD E. BAUM has been a director of the Company since 1992. Dr. Baum is
currently an officer of three investment firms, Curfin International Ltd. and
Rieton Corporation, of which he has served as President since 1980 and 1993,
respectively, and Lebam Advisers, Inc., of which he has served as Vice President
and a director since 1979. In addition, Dr. Baum has been a securities and
commodities trader for Zeta Partners and a trustee of Lebam Advisers Pension
Plan and Trust since 1993. He is 68 years old.
JOHN R. LEVINE has been a director of the Company since 1992. Since 1991,
Dr. Levine has been employed by I.E.C.C., an Internet and computer services
consulting company. He is 45 years old.
HOWARD L. MORGAN has been a director of the Company since 1992. Since June
1989, Dr. Morgan has been the President of The Arca Group, Inc., a high
technology consulting and investment management firm and since January 1999 he
has also been a general partner of IdeaLabs, an Internet company incubator. Dr.
Morgan serves on the Board of Directors of the following publicly held
companies: Cylink Corp., Franklin Electronic Publishers, Inc., Infonautics Inc.
and Kentek Information Systems, Inc. He is 53 years old.
JYOTI PRAKASH has served as Senior Vice President and General Manager of
Worldwide Product Development since June 1999. Prior to joining the Company,
Mr. Prakash served as Vice-President of Engineering at MediaWay, Inc., an e-
commerce software company, from June 1997 to June 1999. Prior to that, Mr.
Prakash held Vice President of Engineering positions at MediaLink, a networking
software company, from March 1996 to May 1997, and Chorus Systems, a software
company, from January 1995 to March 1996. Prior to that, Mr. Prakash served as
Vice President of Software at Quickturn Design, Inc., an electronic design
automation company, from June 1990 to January 1995. He is 56 years old.
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INFORMATION REGARDING THE EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
DOUGLAS ZACCARO joined the Company in May 1999 and has served as Chief
Financial Officer of the Company since March 2000. From February 2000 to March
2000, he served as Vice President and Corporate Controller and Acting Chief
Financial Officer of the Company, after serving as Vice President and Corporate
Controller from January 2000 to February 2000, and Corporate Controller from May
1999 to December 1999. Mr. Zaccaro served as a consultant to the Company,
providing Controller services from April 1999 until May 1999 when he joined the
Company as Corporate Controller. Prior to that, Mr. Zaccaro was Vice President
of Finance and Administration at Aranex Corporation (formerly
IDEAssociates/IDEA) from June 1996 to June 1998, and was Controller at Aranex
Corporation from March 1992 to June 1996. He is 51 years old.
ANTHONY G. KOLISH joined the Company in September 1995 and has served as
Senior Vice President of Operations since March 2000. From February 1998 to
February 2000, he served as Senior Vice President of Services of the Company.
Prior to that, Mr. Kolish served as Vice President of Services, Director of
Marketing Strategy and Director of Product Management. Prior to joining the
Company, Mr. Kolish served as Senior Systems Manager at Fidelity Investments
from January 1994 until August 1995. He is 40 years old.
ALEXANDER M. LEVI joined the Company in December 1997 as Senior Vice
President of International Operations and has served as Senior Vice President of
Worldwide Operations since October 1998. Prior to that, Mr. Levi served in a
variety of roles at Quickturn Design Systems, Inc., an electronic design
automation company, from February 1991 until he joined the Company. Mr. Levi's
most recent role at Quickturn Design Systems was that of Vice President of Asia
Pacific Operations, which he held from October 1996 until he joined the Company.
He is 42 years old.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and directors, and persons who
own more than 10% of Company's outstanding shares of Common Stock, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission and The Nasdaq Stock Market. Officers, directors and greater than 10%
shareholders are required by applicable regulations to furnish the Company with
copies of all reports filed by such persons pursuant to Section 16(a) of the
Exchange Act and the rules and regulations promulgated thereunder. Based solely
on its review of the copies of such reports received by it, the Company believes
that for the fiscal year ended December 31, 1999, all filing requirements
applicable to its officers, directors and such 10% beneficial owners were
complied with, except that one report for Jyoti Prakash, relating to becoming a
reporting person and one report for Leonard Baum, relating to one transaction,
were inadvertently not filed on a timely basis. As of the date of this proxy
statement all such reports have since been filed.
ITEM 11. EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
The following table provides certain information for the fiscal years ended
December 31, 1997, 1998 and 1999 concerning compensation awarded to, earned by,
or paid to the Company's Chief Executive Officer and each of the four other most
highly compensated persons who were serving as executive officers of the Company
as of December 31, 1999, and one other most highly compensated person who served
as an executive officer in 1999, but was not serving as an executive officer of
the Company as of December 31, 1999 (collectively, the "Named Executive
Officers") for services rendered to the Company in all capacities.
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<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
-----------------------------------------------------
COMMISSIONS AND SECURITIES ALL OTHER
NAME AND PRINCIPAL POSITION(S) YEAR SALARY BONUSES UNDERLYING OPTIONS COMPENSATION
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Stephen B. Butler......................... 1999 $250,000 $ -- -- $ --
President and Chief Executive Officer 1998 212,500 52,300 -- --
1997(1) 62,949 -- 400,000 --
Alexander M. Levi......................... 1999 150,000 270,214 23,000 --
Senior Vice President of 1998(2) 148,962 71,359 -- --
Worldwide Operations 1997 -- -- 62,500 --
Anthony G. Kolish......................... 1999 140,833 120,448 23,100 --
Senior Vice President of Operations..... 1998 109,167 11,914 20,000 --
1997 91,494 9,500 10,000 --
Jyoti Prakash (3)......................... 1999 93,923 23,500 150,000 --
Senior Vice President, General Manager 1998 -- -- -- --
Worldwide Product Development 1997 -- -- -- --
Dennis Favero (4)......................... 1999 115,032 14,500 100,000 --
Chief Financial Officer 1998 -- -- -- --
1997 -- -- -- --
Michael Maggio (5)........................ 1999 80,000 46,870 20,000 119,487(6)
General Manager 1998 137,500 14,414 20,000 --
1997 112,250 28,012 10,000 --
Carl D. Blandino (7)...................... 1999 78,000 58,740 10,800 156,000(8)
Senior Vice President and CFO 1998 75,903 3,114 50,000 --
1997 -- -- -- --
</TABLE>
____________________
(1) Mr. Butler was appointed Chief Executive Officer of the Company on
September 5, 1997.
(2) Mr. Levi joined the Company in December 1997 as Senior Vice President of
International Operations, however, Mr. Levi did not receive any compensation
until January 1998. Mr. Levi has served as Senior Vice President of
Worldwide Operations since October 1998.
(3) Mr. Prakash joined the Company in June 1999.
(4) Mr. Favero joined the Company in May 1999 and resigned from the Company in
February 2000.
(5) Mr. Maggio resigned from the Company in June 1999.
(6) Other compensation includes $93,333 pursuant to a termination agreement
dated June 30, 1999, $20,000 for forgiveness of an advance against bonuses,
and $6,154 for vacation pay accrued but not taken.
(7) Mr. Blandino joined the Company in July 1998 and resigned from the Company
in June 1999.
(8) Other compensation includes $156,000 pursuant to a termination agreement
dated June 16, 1999.
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STOCK OPTION GRANTS IN FISCAL YEAR 1999
The following table sets forth information regarding stock options granted
to each of the Named Executive Officers during the year ended December 31, 1999
to purchase shares of the Company's Common Stock. The potential realizable
values that would exist for the respective options are based on assumed rates of
annual compound stock price appreciation of 5% and 10% from the date of grant
over the full term of the option. Actual gains, if any, on stock options,
exercises and Common Stock holdings are dependent on the future performance of
the Common Stock.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE VALUE AT
NUMBER OF PERCENT OF ASSUMED ANNUAL RATES OF
SECURITIES TOTAL OPTIONS EXERCISE OR STOCK PRICE APPRECIATION FOR
UNDERLYING GRANTED TO BASE PRICE OPTION TERM(2)
OPTIONS EMPLOYEES IN PER EXPIRATION -------------------------------
GRANTED FISCAL YEAR SHARE DATE 5% 10%
----------- -------------- ----------- ------------- --------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Stephen B. Butler........... -- --% $ -- -- $ -- $ --
Alexander M. Levi........... 8,000(1) 0.50 11.875 2/12/09 59,745 151,406
15,000(4) 0.94 6.313 6/01/09 59,553 150,919
Anthony G. Kolish........... 8,100(1) 0.51 11.875 2/12/09 60,492 153,298
15,000(4) 0.94 6.313 6/01/09 59,553 150,919
Jyoti Prakash............... 150,000(3) 9.37 7.250 7/01/09 683,923 1,733,195
Dennis Favero............... 75,000(4) 4.68 6.313 6/01/09 297,766 754,597
25,000(4) 1.56 10.188 9/09/09 160,179 405,926
Michael Maggio.............. 20,000(1) 1.25 11.875 2/12/09 149,362 378,514
Carl D. Blandino............ 10,800(1) 0.67 11.875 2/12/09 80,656 204,397
</TABLE>
____________________
(1) The options become exercisable in four equal annual installments, commencing
on the first anniversary of the grant date. Options are subject to the
employee's continued employment. The options terminate ten years after the
grant date, subject to earlier termination in accordance with the Option
Plan and the applicable option agreement.
(2) The amounts shown as potential realizable value illustrate what might be
realized upon exercise immediately prior to expiration of the option term
using the 5% and 10% appreciation rates established in regulations of the
Securities and Exchange Commission, compounded annually. The potential
realizable value is not intended to predict future appreciation of the price
of the Company's Common Stock. The values shown do not consider
nontransferability, vesting or termination of the options upon termination
of employment.
(3) The options for Mr. Prakash vest as follows: 25,000 shares became vested on
December 31, 1999 and 4,166.67 shares vest monthly thereafter until all
150,000 shares are vested.
(4) The options become exercisable over a four year period as follows: 1/8th of
the number of options on the six month anniversary of the grant date and
1/48th of the number of options every month thereafter. The options are
subject to the employee's continued employment. The options terminate ten
years after the grant date, subject to earlier termination in accordance
with the Option Plan and the applicable agreement.
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OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table sets forth the shares of Common Stock acquired and the
value realized upon exercise of stock options during Fiscal 1999 by each of the
Named Executive Officers and certain information concerning stock options held
by the Named Executive Officers as of December 31, 1999.
<TABLE>
<CAPTION>
AGGREGATE OPTION EXERCISE IN LAST FISCAL YEAR AND
YEAR-END OPTION VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
ACQUIRED OPTIONS AT FISCAL YEAR-END FISCAL YEAR-END(1)
ON VALUE ---------------------------- --------------------------
NAME EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stephen B. Butler.......... -- $ -- 200,000/200,000 $ 3,020,000/$3,020,000
Alexander M. Levi.......... 11,275 70,069 22,163/50,062 319,943/793,637
Anthony G. Kolish.......... 5,000 87,813 12,688/40,912 184,512/610,105
Jyoti Prakash.............. -- -- 25,000/125,000 443,750/2,218,750
Dennis Favero.............. 9,375 127,144 1,563/89,062 29,208/1,567,427
Michael Maggio............. 41,125 390,250 -- / -- -- / --
Carl D. Blandino........... -- -- -- / -- -- / --
</TABLE>
____________________
(1) Based on the fair market value of the Common Stock of $25.00 per share, the
price of the last reported trade of the Common Stock on the Nasdaq National
Market on December 31, 1999, less the option exercise price per share.
Options are in-the-money if the fair market value of the shares covered
thereby is greater than the option exercise price.
COMPENSATION OF DIRECTORS
No directors of the Company receive compensation for their services as
directors or as members of any of the committees of the Board. All non-employee
directors are reimbursed for travel and other related expenses incurred in
attending meetings of the Board or meetings of any of the committees of the
Board. Pursuant to the Option Plan, each non-employee director who becomes a
member of the Board after April 2, 1996 receives a non-qualified stock option to
purchase up to 12,000 shares of Common Stock, which option will vest over three
years with 2,000 shares vesting after an initial six months of service and 1,000
shares vesting every three months thereafter assuming such non-employee director
continues to serve on the Board. After serving on the Board for three years,
such director shall receive on each anniversary of such director's appointment
to the Board, a non-qualified stock option to purchase up to 4,000 shares of
Common Stock, with 2,000 shares vesting after six months and 1,000 shares every
three months thereafter assuming continued Board membership.
Non-employee directors who were serving on the Board as of April 2, 1996
received, and will receive on each anniversary of such date, a non-qualified
stock option to purchase up to 4,000 shares of Common Stock, with 2,000 shares
vesting after six months and 1,000 shares every three months thereafter assuming
such non-employee director continues to serve on the Board. Non-qualified stock
options granted to non-employee directors pursuant to the Option Plan will have
an exercise price equal to the fair market value of shares of Common Stock on
the date of grant and will have a ten-year term.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
Each of the Named Executive Officers has entered into a non-competition,
non-solicitation, non-disclosure and assignment of inventions agreement with the
Company (the "Non-Compete Agreement"), which restricts such officer from
competing with the Company and from soliciting, diverting or attempting to
solicit or divert any customers or employees of the Company during the term of
the officer's employment and for one year after termination of such
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employment. The Non-Compete Agreement also obliges the Named Executive Officer
not to reveal any trade secrets or confidential information of the Company
during the term of the officer's employment and for five years after termination
of such employment. The Non-Compete Agreement requires the Named Executive
Officers to assign to the Company all right and interest in any intellectual
property related to the business of the Company and developed by the officer
during the term of the officer's employment with the Company.
In February 1998, the Board adopted a policy that provides for the payment
of severance benefits to, and the acceleration of the vesting of stock options
held by, certain executive officers of the Company, including certain of the
Named Executive Officers, in the event that such officer's employment with the
Company or any successor entity is terminated either by the Company without
cause (as defined) or by the officer for good reason (as defined) within the
first year after a change in control (as defined) of the Company.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No executive officer of the Company serves as a member of the board of
directors or compensation committee of any entity that has one or more executive
officers serving as a member of the Board or the Committee.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL AND MANAGEMENT STOCKHOLDERS
The following table sets forth certain information as of March 8, 2000
concerning the ownership of Common Stock by (i) each person or "group" (as that
term is defined in Section 13(d)(3) of the Exchange Act) known by the Company to
be the beneficial owner of more than 5% of the Common Stock, (ii) each of the
Named Executive Officers, (iii) each director and nominee for director of the
Company and (iv) all directors and executive officers as a group (9 persons).
Except as otherwise indicated, each person listed below has sole voting and
investment power over the shares of Common Stock shown as beneficially owned.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED (1)
-------------------------------------------
NAME AND ADDRESS** NUMBER PERCENT
- -------------------------------------------------------------- ------------------- -------------------
<S> <C> <C>
James H. Simons(2)............................................ 824,639 8.82%
Renaissance Technology Corp.
800 Third Avenue
New York, New York 10022
Bank of America Corporation(3)................................ 507,650 5.43%
NationsBank Corporate Center
100 North Tryon Street
Charlotte, NC 28255
Dimensional Fund Advisors(4).................................. 493,100 5.28%
1299 Ocean Avenue
Santa Monica, CA 90401
RS Investment Management Co(5)................................ 528,250 5.65%
388 Market Street, Suite 200
San Francisco, CA 94111
FMR Corp.(6).................................................. 494,936 5.30%
82 Devonshire Street
Boston, MA 02109
</TABLE>
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<TABLE>
<S> <C> <C>
Stephen B. Butler(7).......................................... 200,000 2.14%
Alexander Levi(7)............................................. 25,413 *
Anthony Kolish(7)............................................. 20,963 *
Dennis Favero(7).............................................. -- --
Jyoti Prakash(7).............................................. 41,667 *
Michael Maggio(7)............................................. -- --
Carl D. Blandino(7)........................................... -- --
Leonard E. Baum(8)............................................ 111,836 1.20%
John R. Levine(9)............................................. 159,618 1.71%
Howard L. Morgan(10).......................................... 27,400 *
All Directors and Executive Officers as a group (9 Persons)... 1,413,828 15.13%
</TABLE>
______________
* Represents beneficial ownership of less than 1% of the Company's outstanding
shares of Common Stock.
** Addresses are given for beneficial owners of more than 5% of the outstanding
Common Stock only.
(1) The calculation of percentage ownership for each listed beneficial owner is
based upon the number of shares of Common Stock issued and outstanding at
March 8, 2000 (9,345,988 shares), plus shares of Common Stock subject to
stock options held by each listed beneficial owner that are currently
exercisable or exercisable within 60 days following March 8, 2000.
(2) Includes (i) 101,666 shares of Common Stock owned by Mr. Simons,
(ii) 706,973 shares of Common Stock owned by Bermuda Trust Company, as
Trustee of the Lord Jim Trust (a trust of which Dr. Simons and the members
of his family are the beneficiaries), but as to which Dr. Simons disclaims
beneficial ownership and (iii) 16,000 shares of Common Stock which may be
purchased within 60 days of March 8, 2000 upon the exercise of stock
options.
(3) Based solely on a Schedule 13G filed on behalf of Bank of America
Corporation ("BankAmerica") with the Securities and Exchange Commission on
February 2, 2000. According to such Schedule 13G, BankAmerica was the
beneficial owner of 507,650 shares of Common Stock.
(4) Based solely on a Schedule 13G filed on behalf of Dimensional Fund Advisors
("Dimensional") with the Securities and Exchange Commission on February 3,
2000. According to such Schedule 13G, Dimensional was the beneficial owner
of 493,100 shares of Common Stock.
(5) Based solely on a Schedule 13G filed on behalf of RS Investment Management
Co. ("RSInvestment") with the Securities and Exchange Commission on
February 15, 2000. According to such Schedule 13G, RSInvestment was the
beneficial owner of 528,250 shares of Common Stock.
(6) Based solely on a Schedule 13G filed on behalf of FMR Corp. with the
Securities and Exchange Commission on February 14, 2000. According to such
Schedule 13G, FMR Corp. was the beneficial owner of 507,650 shares of Common
Stock.
(7) Shares of Common Stock which may be purchased within 60 days of March 8,
2000 upon the exercise of stock options.
(8) Includes (i) 26,000 shares of Common Stock which may be purchased within 60
days of March 8, 2000 upon the exercise of stock options, (ii) 30,000 shares
of Common Stock owned by Dr. Baum, and (iii) 55,836 shares of Common Stock
held by Lebam Advisors Pension Plan, of which Dr. Baum is one trustee of
three trustees and shares voting and investment power over such shares, but
as to which Dr. Baum disclaims beneficial owners.
(9) Includes (i) 26,000 shares of Common Stock which may be purchased within 60
days of March 8, 2000 upon exercise of stock options and (ii) 133,618 shares
of Common Stock owned by Mr. Levine.
(10)Includes (i) 16,000 shares of Common Stock which may be purchased within 60
days of March 8, 2000 upon the exercise of stock options, and (ii) 11,400
shares of Common Stock owned by Mr. Morgan.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable.
9
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
SEGUE SOFTWARE, INC.
By: /s/ Douglas Zaccaro
-----------------------
Douglas Zaccaro
Chief Financial Officer
Dated: April 29, 2000
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