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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 2 to Form 10-K
[X] Annual Report Pursuant To Section 13 or 15(d) of The Securities Exchange
Act of 1934
For the fiscal year ended March 31, 1995
Commission file number 0-22210
SUMMA FOUR, INC.
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(Exact name of registrant as specified in its charter)
Delaware 02-0329497
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
25 Sundial Avenue
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Manchester, New Hampshire 03103
(Address of principal executive office)
(603) 625-4050
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Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
$.01 Par Value
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(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
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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).
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The aggregate market value of the voting stock held by non-affiliates of the
registrant was approximately $150,438,000 as of April 28, 1995. There were
6,354,537 shares of Common Stock outstanding as of May 31, 1995.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement (the "Definitive Proxy Statement")
to be filed with the Securities and Exchange Commission relative to the
Company's 1995 annual meeting of stockholders are incorporated by reference in
Part III.
This Amendment No. 2 on Form 10-K/A to the Registrant's Annual Report on Form
10-K for the fiscal year ended March 31, 1995 (the "Report") is being filed to
amend and restate the Exhibit Index to the Report. Such Exhibit Index is hereby
amended and restated in its entirety. The actual exhibits previously filed with
the Securities and Exchange Commission with the Report, or incorporated therein
by reference, are not being amended. New exhibits listed are being filed
herewith.
Exhibit Index
(3) Listing of Exhibits
Exhibit No. Description
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3.1 - Amended and Restated Certificate of Incorporation
of the Registrant. (1)
3.2 - Amended and Restated By-laws of the Registrant. (1)
4.1 - Specimen Certificate representing the Registrant's
Common Stock. (1)
4.2 - Rights Agreement, dated February 22, 1995, by and
among the Registrant and State Street Bank and
Trust Company. (5)
10.1 - Lease Agreement, dated July 18, 1990, by and
between the Registrant and Northern Manchester
Trust. (1)
10.2 - Lease Agreement, as amended, dated December 21,
1992, by and between the Registrant and 1100
Corporation. (1)
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10.3 -- Lease Agreement, dated February 15, 1993, by and between the
Registrant and Atrium Executive Center, Inc. (1)
10.4 -- Registration Agreement, dated July 25, 1984, as amended, by and
among the Registrant and certain investors. (Originally filed as
Exhibit 10.5)(1)
10.5 -- Purchase Agreement, dated July 25, 1984, by and among the Registrant
and certain investors. (Originally filed as Exhibit 10.6)(1)
10.6 -- +1994 Executive Incentive Bonus Plan. (Originally filed as
Exhibit 10.7)(1)
10.7 -- +1993 Stock Incentive Plan, as amended. (Originally filed as
Exhibit 10.8)(1)
10.8 -- +1993 Employee Stock Purchase Plan. (Originally filed as
Exhibit 10.9)(1)
10.9 -- +1993 Director Stock Option Plan. (Originally filed as
Exhibit 10.10)(1)
10.10 -- +Stock Option Plan of August 1, 1992. (Originally filed as
Exhibit 10.11)(1)
10.11 -- +Incentive Stock Option Plan of January 1, 1985. (Originally filed
as Exhibit 10.12)(1)
10.12 -- +Stock Option Agreement, dated July 23, 1987, by and between the
Registrant and Mr. William M. Scranton. (Originally filed as
Exhibit 10.13)(1)
10.13 -- +Non-Qualified Employee Option Agreement, dated July 23, 1987, by
and between the Registrant and Mr. Barry R. Gorsun. (Originally
filed as Exhibit 10.14)(1)
10.14 -- +Stock Option Agreement, dated July 1, 1984, by and between the
Registrant and Mr. Robert A. Degan. (Originally filed as
Exhibit 10.15)(1)
10.15 -- +Employment Agreement, dated April 3, 1993, by and between the
Registrant and Thomas A. St. German. (Originally filed as
Exhibit 10.16)(1)
10.16 -- +Agreement, dated April 30, 1991, by and between the Registrant and
Barry R. Gorsun. (Originally filed as Exhibit 10.17)(1)
10.17 -- +Promissory Note, dated February 12, 1993, by Barry R. Gorsun.
(Originally filed as Exhibit 10.18)(1)
10.18 -- Promissory Note, dated April 1, 1991, by Summa Four, Ltd.
(Originally filed as Exhibit 10.19)(1)
10.19 -- +Promissory Note and amendment thereto, dated April 11, 1989, by
John T. Boatwright. (Originally filed as Exhibit 10.20)(1)
10.20 -- Letter Agreement, dated October 15, 1992, by and between the
Registrant and Fleet Bank of Massachusetts, N.A., as modified.
(Originally filed as Exhibit 10.21)(1)
10.21 -- Customer Purchase Agreement, dated November 20, 1992, by and between
the Registrant and Sprint/United Management Company. (Originally
filed as Exhibit 10.22)(1)
10.22 -- Specialty Switches Contract, dated March 13, 1992, by and between
the Registrant and AT&T, Inc. (Originally filed as Exhibit 10.23)(1)
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10.23 - Customer Purchase Agreement, dated September 11, 1991, by and
between the Registrant and United States Advanced Networks.
(Originally filed as Exhibit 10.24)(1)
10.24 - Customer Purchase Agreement, dated October 10, 1990, by and
between the Registrant and Unisys Corporation. (Originally filed
as Exhibit 10.25)(1)
10.25 - Resale Agreement, dated November 5, 1992, by and between the
Registrant and IBM Canada Ltd. (Originally filed as
Exhibit 10.26)(1)
10.26 - Agreement, dated October 14, 1992, by and between the Registrant
and Claircom Communications Group, L.P. (Originally filed as
Exhibit 10.27)(1)
10.27 - Release, Settlement and License Agreement, dated November 2,
1992, by and among the Registrant, Omnital Corporation, Aspect
Telecommunications Corporation and Richard L. Scully.
(Originally filed as Exhibit 10.28)(1)
10.28 - License Agreement, dated December 1, 1983, by and between the
Registrant and Industrial Programming, Inc. (Originally filed as
Exhibit 10.29)(1)
10.29 - Product Development and Licensing Agreement, dated January 19,
1990, by and between the Registrant and The Telephone
Connection, Inc. (Originally filed as Exhibit 10.30)(1)
10.30 - +Letter Agreement, dated June 16, 1993, by and between the
Registrant and Mr. Mel R. Ethan. (Originally filed as
Exhibit 10.31)(1)
10.31 - +Severance and Settlement Agreement and Release, dated August 8,
1994, by and between the Registrant and James J. Fiedler.
(Originally filed as Exhibit 10.33)(4)
10.32 - +Agreement, dated August 1, 1994, by and between the Registrant
and Barry R. Gorsun. (Originally filed as Exhibit 10.34)(4)
10.33 - Loan Modification Agreement, dated July 28, 1993, by and between
the Registrant and Fleet Bank of Massachusetts, N.A. (Originally
filed as Exhibit 10.32)(2)
10.34 - Promissory Note, dated July 28, 1993, by and between
the Registrant and Fleet Bank of Massachusetts, N.A. (Originally
filed as Exhibit 10.33)(2)
10.35 - +Amendment dated August 31, 1994, to Lease Agreement dated
July 18, 1990 with Northern Manchester Trust. (3)
10.36 - Amendment, dated August 2, 1994, to the Letter Agreement dated
October 15, 1992 by and between the Registrant and Fleet Bank of
Massachusetts, N.A.
11 - Statement Regarding Computation of Per Share Earnings. (3)
21 - Subsidiaries of the Registrant. (3)
23 - Consent of Coopers & Lybrand. (3)
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(1) Incorporation herein by reference to the Registrant's Registration
Statement on Form S-1 (File No. 33-66602) as declared effective by the
Commission on September 23, 1993.
(2) Incorporation herein by reference to the Registrant's Amendment No. 2 to
its Annual Report on Form 10-K for the fiscal year ended March 31, 1994,
filed with the Commission on June 19, 1998.
(3) Incorporation herein by reference to the Registrant's Annual Report on
Form 10-K for the fiscal year ended March 31, 1995, filed with the
Commission on June 27, 1995.
(4) Incorporation herein by reference to the Registrant's Amendment No. 1 to
its Annual Report on Form 10-K for the fiscal year ended March 31, 1995,
filed with the Commission on May 9, 1997.
+ Management contract or compensatory plan or arrangement filed as an
exhibit pursuant to Item 14(c) of this report.
(5) Incorporation herein by reference to the Registrant's report on Form 8-K
filed with the Commission March 6, 1995.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this amendment to the report to be signed on its
behalf by the undersigned thereunto duly authorized.
SUMMA FOUR, INC.
By: /s/ Jeffrey A. Weber
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Jeffrey A. Weber
Vice President
and Chief Financial Officer
Dated: June 19, 1998
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EXHIBIT 10.36
FLEET BANK
August 2, 1994
Mr. Thomas A. St. Germain
Chief Financial Officer
Summa Four, Inc.
25 Sundial Avenue
Manchester, NH 03103
Dear Tom:
Reference is hereby made to the letter agreement executed by and between Summa
Four, Inc. and Fleet Bank of Massachusetts, N.A. as of October 15, 1992 and
amended as of July 28, 1993. We are pleased to inform you that we have approved
the following amendments to the agreement. All capitalized terms used herein
shall refer to those terms used in the letter agreement. Nothing herein shall be
deemed to constitute a waiver, release or amendment of any other terms of the
agreement.
1) The Expiration Date of the Agreement is hereby extended until September
1, 1995.
2) The reduction of the Facility Fee to 1/8% of the facility is hereby
formalized although it has been in effect since February 1, 1994.
3) The Capital Base Requirement is reduced to $32,500,000 as of March 31,
1994 and will continue to step up as called for in the Agreement.
4) The company is hereby permitted to repurchase up to 500,000 shares of
its common stock on the open market, as contemplated in the recently
announced stock repurchase program.
Tom, we are pleased to continue our relationship with Summa Four and wish you
continued success. Please sign below and execute the attached note to evidence
your acceptance of this amendment.
Sincerely,
/s/Thomas W. Davies
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Thomas W. Davies
Vice President
High Technology Group
Agreed and Accepted: /s/Thomas A. St. Germain
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by: Thomas A. St. Germain date:
title: S.V.P., CFO
