<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 2
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended April 1, 2000
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 0-23418
-------
MTI TECHNOLOGY CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 95-3601802
------------------------------- -------------------
(State or other jurisdiction of I.R.S. Employer
incorporation or organization Identification No.)
4905 East La Palma Avenue
Anaheim, California 92807
(Address of principal executive offices, zip code)
Registrant's telephone number, including area code: (714) 970-0300
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 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 stock held by non-affiliates
of the Registrant was $66,741,821 on July 27, 2000, based on the closing sale
price of such stock on The Nasdaq National Market. The number of shares
outstanding of Registrant's Common Stock, $0.001 par value, was 32,223,167 on
July 27, 2000.
The Registrant hereby amends Part III of its Annual Report on Form 10-K
for the fiscal year ended April 1, 2000.
<PAGE> 2
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT:
Information with respect to the Company's executive officers is
incorporated by reference from the section entitled "Executive Officers of the
Registrant" set forth in Part I, Item 4 of this Report.
DIRECTORS
<TABLE>
<CAPTION>
NAME AGE POSITION(S) COMMITTEE(S)
---- --- ----------- ------------
<S> <C> <C> <C>
Raymond J. Noorda.................. 76 Chairman of the Board of Directors Audit and Compensation
Val Kreidel........................ 45 Director Audit and Compensation
Thomas P. Raimondi, Jr............. 43 President and Chief Executive Officer and Director Nominating
John Repp.......................... 61 Director, Nominee Audit and Compensation
Al Melrose......................... 74 Director, Nominee Audit and Nominating
Ralph J. Yarro III................. 36 Director Nominating
</TABLE>
MTI's Bylaws provide for the Board of Directors to be divided into
three classes, with each class to be as nearly equal in number of directors as
possible. At each annual meeting of stockholders, the successors to the class of
directors whose term expires at that time are elected to hold office for a term
of three years until their respective successors are elected and qualified, so
that the term of one class of directors expires at each such annual meeting. The
terms of office expire as follows: Ms. Kreidel, 2002; Mr. Raimondi, 2002; Mr.
Noorda, 2001; Mr. Yarro, 2001; Mr. Repp, 2000; and Mr. Melrose, 2000.
Ms. Kreidel is the daughter of Mr. Noorda. There are no other family
relationships among the directors or executive officers of MTI.
Raymond J. Noorda has been Chairman of the Board of Directors of the
Company since 1987. Mr. Noorda currently serves as the Chairman of Board for The
Canopy Group, Inc., our largest stockholder. Mr. Noorda also serves as a member
of the Board of Directors of Caldera Systems, Inc., a Linux-based software
company. Mr. Noorda previously served as the President, Chief Executive Officer
and Chairman of the Board of Directors of Novell, Inc. Prior to joining Novell,
Inc., Mr. Noorda served as Chief Executive Officer of Boschert, Inc. a
manufacturer of power supplies and System Industries, Inc. a manufacturer of
storage subsystems.
Val Kreidel was elected a Director of the Company in January 1994. Ms.
Kreidel has served as a financial analyst for NFT Ventures, Inc. and DSC
Ventures, Inc., private investment companies, since May 1989. From May 1985 to
May 1989, Ms. Kreidel served as a Vice President of Atlantic Financial Savings
Bank in its Real Estate Loan Department.
Thomas P. Raimondi, Jr. was named President and Chief Executive Officer
of the Company in December 1999. From July 1998 to December 1999, Mr. Raimondi
was the Company's Chief Operating Officer. Mr. Raimondi was our Senior Vice
President and General Manager since May 1996 and was our Vice President,
Strategic Planning, Product Marketing, and Director of Marketing from 1987 until
May 1996. Mr. Raimondi joined the Company in 1987. Mr. Raimondi is also a member
of the Board of Directors of Caldera Systems, Inc.
John Repp has been a director of the Company since January 1998. Mr.
Repp has been a consultant to several technology firms beginning in 1995. From
1989 to 1995, Mr. Repp was the Vice President of Sales for Seagate Technology,
Inc., a software developer and manufacturer of disk drives. Prior to joining
Seagate, Mr. Repp spent 22 years with Control Data Corporation in various
positions in sales and operations.
Al Melrose has been a director of the Company since April 1999. Mr.
Melrose has been a marketing and investor relations consultant to numerous
companies since 1994. Prior to 1994, he worked in the investor relations and
marketing of various companies for approximately 30 years.
Ralph Yarro III was appointed a director of the Company in March 2000.
Mr. Yarro has been the President, Chief Executive Officer and a director of The
Canopy Group, Inc. since April 1995. Mr. Yarro is also the Chairman of the Board
of Directors of Caldera Systems, Inc.
6
<PAGE> 3
DIRECTORS' FEES
Each non-employee director received meeting fees of $2,500 per Board
meeting attended during the fiscal year ended April 1, 2000, and was reimbursed
for expenses incurred in attending Board meetings. The Company's employee
directors did not receive cash compensation for serving on the Board of
Directors for the fiscal year ended April 1, 2000, but they were reimbursed for
expenses incurred in attending Board meetings. Since February 1999, the Company
has included each non-employee director with the named executives of the Company
in the Company's executive medical plan. During fiscal 2000, the Company paid
$0, $3,597, $6,201, $0 and $0 for medical expenses not otherwise covered by
insurance for Mr. Noorda, Ms. Kreidel, Mr. Repp, Mr. Melrose and Mr. Yarro,
respectively.
The Company paid Mr. Repp $8,496 during the year ended April 1, 2000
for consulting services related to the development and implementation of the
Company's Fiscal 2000 Sales Commission Plan. The Company paid Mr. Melrose
$171,679 during the year ended April 1, 2000 for consulting services related to
various aspects of the Company's operations, including investor relations,
marketing, public relations, and strategic planning and positioning of the
Company.
Since March 2000, the Company has included each non-employee director
with the named executives of the Company in the Company's investment and tax
planning program. During fiscal 2000, no expenses were reimbursed to or fees
incurred on behalf of any director under this program.
Each non-employee director of the Company is granted a nonqualified
option to purchase 10,000 shares of Common Stock under the Directors'
Non-Qualified Stock Option Plan (the "Directors' Plan") upon election or
appointment to the Board of Directors. In addition, the Directors' Plan provides
that each non-employee director who is a director immediately prior to an annual
meeting of the Company's stockholders and who continues to be a director after
such meeting (i.e. Mr. Noorda, Mr. Yarro, Ms. Kreidel and Mr. Repp and Mr.
Melrose, in the event they are re-elected) will be granted an option to purchase
2,500 shares of Common Stock, provided that such director has served as such for
at least one year. Mr. Noorda, Ms. Kreidel and Mr. Repp each received options to
purchase 2,500 shares of Common Stock with an exercise price of $22.375 per
share following the Company's 1999 Annual Meeting. Mr. Melrose received an
option to purchase 10,000 shares of Common Stock with an exercise price of $5.50
per share following his appointment as director, and Mr. Yarro received an
option to purchase 10,000 shares of Common Stock with an exercise price of
$45.875 per share following his appointment as director. Each option granted
under the Directors' Plan has an exercise price equal to the fair market value
of the Common Stock on the date of the grant and vests monthly over a 12-month
period. In addition, on March 13, 2000 the Company granted Mr. Yarro an option
to purchase 50,000 shares of Common Stock with an exercise price of $45.875 per
share and which vest on March 13, 2001.
COMMITTEES OF THE BOARD
The Company currently has three committees, the Audit Committee, the
Compensation Committee and the Nominating Committee. The Company does not have
an executive committee. The Audit Committee, currently consisting of Mr. Noorda,
Mr. Melrose, Ms. Kreidel and Mr. Repp, recommends the appointment of the
independent public accountants of the Company, reviews and approves the scope of
the annual audit and reviews the results thereof with the Company's independent
accountants. The Audit Committee also assists the Board in fulfilling its
fiduciary responsibilities relating to accounting and reporting policies,
practices and procedures, and reviews the continuing effectiveness of the
Company's business ethics and conflicts of interest policies.
The Compensation Committee, currently consisting of Mr. Noorda, Ms.
Kreidel and Mr. Repp, recommends to the Board of Directors the salaries, bonuses
and stock awards received by the officers of the Company. The Compensation
Committee is also responsible for administering the Company's Stock Incentive
Plan. The Compensation Committee determines the recipients of awards, sets the
exercise price of shares granted, and determines the terms, provisions and
conditions of all rights granted.
On June 22, 2000, the Board of Directors established a Nominating
Committee. The Nominating Committee, currently consisting of Mr. Melrose, Mr.
Yarro and Mr. Raimondi, recommends nominees for positions on the Board of
Directors, reviews nominations recommended by stockholders in accordance with
the Bylaws and monitors the procedures set forth in the Bylaws for such
nominations.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal year 2000, the Compensation Committee consisted of Mr.
Noorda, Mr. Melrose, Ms. Kreidel and Mr. Repp. None of these persons is or has
been an officer or employee of the Company or any of its subsidiaries. In
7
<PAGE> 4
addition, there are no Compensation Committee interlocks between MTI and other
entities involving MTI executive officers and Board members who serve as
executive officers of such entities. During fiscal year 2000, Mr. Melrose
provided investor relations consulting services to the Company for which he was
paid an aggregate of $171,679 for his services. On July 27, 1999, the Company
entered into an agreement with Caldera Systems, Inc. ("Caldera"), a provider of
Linux-based operating systems for businesses, to purchase 5,333,333 shares of
common stock of Caldera, approximately 25% of the then outstanding capital
stock, for a purchase price of $6,000,000. The Canopy Group, Inc., a major
stockholder of the Company, currently owns substantially all of the remaining
issued and outstanding shares of Caldera. Raymond J. Noorda, Chairman of the
Board of Directors of the Company, is the Chairman of the Board of Directors of
The Canopy Group, Inc., and a member of the Board of Directors of Caldera.
ATTENDANCE AT BOARD AND COMMITTEE MEETINGS
During the fiscal year ended April 1, 2000, the Board of Directors met
five times. In addition, the Audit Committee and Compensation Committee met one
and five times, respectively. There have been no meetings of the Nominating
Committee. No director attended fewer than 75% of the aggregate number of
meetings held by the Board of Directors and all committees of the Board on which
such director served.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities and Exchange Act of 1934, as amended,
requires that the Company's executive officers and directors file reports of
beneficial ownership on Form 3 and changes in beneficial ownership on Forms 4
and 5 with the Securities and Exchange Commission ("SEC"). Executive officers
and directors are also required by the SEC rules to furnish the Company with
copies of all Section 16(a) reports they file. As part of a Section 16
compliance program established by the Company for its executive officers and
directors, the Company undertakes to file these reports on behalf of such
individuals. Based solely on its review of the Forms 3, 4 and 5 filed on behalf
of its executive officers and directors, as well as written representations from
certain individuals that no Forms 5 are required by such individuals, the
Company believes that, during the fiscal year ended April 1, 2000, all Section
16(a) filing requirements applicable to its executive officers and directors
were complied with pursuant to the SEC rules, except for the following late Form
4 filings: John Repp (August 1998, September 1998 and December 1998), Thomas P.
Raimondi, Jr. (September 1999), Richard L. Ruskin (September 1999), Stephanie
Braun (November 1999), Al Melrose (February 2000), Gary Scott (February 2000)
and Frank Yoshino (February 2000). Ralph Yarro amended his March 2000 Form 3 to
include the grant of an option that he received under the Directors' Plan upon
his appointment to the Board of Directors. The following individuals failed to
timely file their Form 5s to report the grant of stock options they received
from the Company: Thomas P. Raimondi, Jr., Gary Scott, Dale R. Boyd, Richard L.
Ruskin, Venki Venkataraman, Frank Yoshino, Stephanie Braun, Chuck Sitzman and
Dan Brown.
ITEM 11. EXECUTIVE COMPENSATION:
SUMMARY OF EXECUTIVE COMPENSATION
The following table sets forth for each of the Company's last three
completed fiscal years the compensation of Thomas P. Raimondi, Jr., the
Company's President and Chief Executive Officer, Earl M. Pearlman, the Company's
former President and Chief Executive Officer and the four most highly
compensated executive officers other than Mr. Raimondi whose total annual salary
and bonus for the last fiscal year exceeded $100,000 (collectively, the "Named
Executive Officers").
8
<PAGE> 5
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Compensation
Awards
------------
Annual Compensation Number of
------------------------------------- Securities
Other Annual Underlying All Other
Name and Principal Position Year Salary($) Bonus($) Compensation Options(#) Compensation(6)
--------------------------- ---- --------- -------- ------------ ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Thomas P. Raimondi, Jr.(1) 2000 303,654 0 * 425,000 4,558
President, Chief Executive 1999 243,978 0 * 125,000 853
Officer 1998 207,343 90,522 * 0 3,020
Earl M. Pearlman(2) 2000 301,585 0 * 150,000 637,237
President, Chief Executive 1999 285,577 0 * 75,000 0
Officer 1998 260,577 202,070 * 285,000 0
Gary M. Scott 2000 265,649 0 * 125,000 1,718
Senior Vice President, 1999 261,990 0 * 50,000 1,443
European Operations 1998 254,609 103,022 * 80,000 2,584
Dale R. Boyd(3) 2000 258,654 0 * 300,000 4,209
Senior Vice President, 1999 218,846 0 * 90,000 936
Chief Financial Officer 1998 189,750 91,522 * 0 2,864
Rick Ruskin(4) 2000 243,654 49,999 * 150,000 3,831
Senior Vice President, Marketing
Dan Brown(5) 2000 219,615 0 * 200,000 4,018
Senior Vice President,
Chief Technology Officer
</TABLE>
------------------------
* Amount does not exceed the lesser of $50,000 or ten percent of the total
annual salary and bonus reported for the individual.
(1) Mr. Raimondi was appointed President and Chief Executive Officer on
December 9, 1999. Mr. Raimondi cancelled options to purchase 300,000 shares
of Common Stock on July 5th, 2000.
(2) Mr. Pearlman resigned as President and Chief Executive Officer on December
9, 1999.
(3) Mr. Boyd resigned as an officer of the Company on July 10, 2000.
(4) Mr. Ruskin was elected as an officer of the Company on July 20, 1999.
(5) Mr. Brown was elected as an officer of the Company on July 20, 1999.
(6) Amounts presented include the dollar value of insurance premiums paid by
the Company during the fiscal year with respect to term life insurance for
the benefit of the Named Executive Officer in the amount of $213 for Mr.
Raimondi, $289 for Mr. Scott, and $192 for Mr. Ruskin. In addition, the
amounts presented include the Company's dollar contribution to the Named
Executive Officer's 401(k) plan in the amount of $4,345 for Mr. Raimondi,
$60 for Mr. Pearlman, $1,429 for Mr. Scott, $4,209 for Mr. Boyd, $3,639 for
Mr. Ruskin, and $4,018 for Mr. Brown. The amount presented for Mr. Pearlman
also includes $637,177 for severance payments.
SUMMARY OF OPTION GRANTS
The following table sets forth the individual grants of stock options
made by the Company during the fiscal year ended April 1, 2000 to each of the
Named Executive Officers.
9
<PAGE> 6
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
---------------------------------------------------------------------------------------------- VALUE AT ASSUMED
NUMBER OF % TOTAL ANNUAL RATES OF
SECURITIES OPTIONS STOCK
UNDERLYING GRANTED TO PRICE APPRECIATION
OPTIONS EMPLOYEES EXERCISE FOR OPTION TERM(2)
GRANTED IN FISCAL PRICE EXPIRATION -------------------
NAME (#) YEAR(1) ($/SH)(1) DATE 5%($) 10%($)
---- ---------- ---------- --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Thomas P. Raimondi, Jr. 125,000 3% $ 5.06 4/7/2009 397,972 1,008,540
181,500 4% $30.06 12/15/2009 3,431,465 8,696,007
118,500 3% $36.88 1/1/2010 2,748,073 6,964,157
Earl M. Pearlman 150,000 3% $ 5.06 4/7/2009 477,567 1,210,248
Gary Scott 50,000 1% $ 5.06 4/7/2009 159,189 403,416
75,000 2% $30.06 12/15/2009 1,417,961 3,593,391
Dale R. Boyd 100,000 2% $ 5.06 4/7/2009 318,378 806,832
121,000 3% $30.06 12/15/2009 2,287,644 5,797,338
79,000 2% $36.88 1/1/2010 1,832,049 4,642,771
Rick Ruskin 50,000 1% $ 5.06 4/7/2009 159,189 403,416
100,000 2% $30.06 12/15/2009 1,890,614 4,791,188
Dan Brown 50,000 1% $ 5.06 4/7/2009 159,189 403,416
100,000 2% $14.69 10/15/2009 923,689 2,340,809
50,000 1% $30.06 12/15/2009 945,307 2,395,594
</TABLE>
-----------------------
(1) Based on an aggregate of 4,423,500 options granted to directors and
employees of the Company in fiscal year 2000, including the Named Executive
Officers.
(2) The potential realizable value is calculated based on the term of the
option at its time of grant (ten years). It is calculated by assuming that
the stock price appreciates at the indicated annual rate compounded
annually for the entire term of the option and that the option is exercised
and sold on the last day of its term for the appreciated stock price. No
gain to the option holder is possible unless the stock price increases over
the option term.
Mr. Raimondi's option grant to purchase 125,000 shares at $5.06, which
expires April 7, 2009, vests 25% one year after the commencement date of
the grant, and one-twelfth of the remaining unvested shares subject to the
option grant vest each quarter thereafter. Mr. Raimondi cancelled his
option grant to purchase 181,500 shares of Common Stock and his option
grant to purchase 118,500 shares of Common Stock on July 5, 2000.
Mr. Pearlman's option grant to purchase 150,000 shares at $5.06, which
expires April 7, 2009, vests 100% on April 7, 2000.
Mr. Scott's option grant to purchase 50,000 shares at $5.06, which expires
April 7, 2009, vests 25% one year after the commencement date of the grant,
and one-twelfth of the remaining unvested shares subject to the option
grant shall vest each quarter thereafter. Mr. Scott's option grant to
purchase 75,000 shares at $30.06, which expires December 15, 2009, vests
25% one year after the commencement date of the grant, and one-twelfth of
the remaining unvested shares subject to the option grant shall vest each
quarter thereafter.
Mr. Boyd's option grant to purchase 100,000 shares at $5.06, which expires
April 7, 2009, vests 25% one year after the commencement date of the grant,
and one-twelfth of the remaining unvested shares subject to the option
grant vest each quarter thereafter. Mr. Boyd's option grant to purchase
121,000 shares at $30.06, which expires December 15, 2009, vests 50% one
year after the commencement date of the grant, and the remaining unvested
shares subject to the option grant vests two years after the commencement
date. Mr. Boyd's option grant to purchase 79,000 shares at $36.88,
10
<PAGE> 7
which expires January 1, 2010, vests 50% one year after the commencement
date of the grant, and the remaining unvested shares subject to the option
grant vests two years after the commencement date.
Mr. Ruskin's option grant to purchase 50,000 shares at $5.06, which expires
April 7, 2009, vests 25% one year after the commencement date of the grant,
and one-twelfth of the remaining unvested shares subject to the option
grant shall vest each quarter thereafter. Mr. Ruskin's option grant to
purchase 100,000 shares at $30.06, which expires December 15, 2009, vests
25% one year after the commencement date of the grant, and one-twelfth of
the remaining unvested shares subject to the option grant shall vest each
quarter thereafter.
Mr. Brown's option grant to purchase 50,000 shares at $5.06, which expires
April 7, 2009, vests 25% one year after the commencement date of the grant,
and one-twelfth of the remaining unvested shares subject to the option
grant shall vest each quarter thereafter. Mr. Brown's option grant to
purchase 100,000 shares at $14.69, which expires October 15, 2009, vests
25% one year after the commencement date of the grant, and one-twelfth of
the remaining unvested shares subject to the option grant shall vest each
quarter thereafter. Mr. Brown's option grant to purchase 50,000 shares at
$30.06, which expires December 15, 2009, vests 25% one year after the
commencement date of the grant, and one-twelfth of the remaining unvested
shares subject to the option grant shall vest each quarter thereafter.
All options grants presented within this table have provisions accelerating
the vesting in the event of a change in control.
SUMMARY OF OPTIONS EXERCISED
The following table sets forth information concerning exercises of stock
options during the year ended April 1, 2000 by each of the Named Executive
Officers and the value of unexercised options at April 1, 2000.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FISCAL YEAR FISCAL YEAR
SHARES END(#) END($)
ACQUIRED ON VALUE ------------- ----------------
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($)(1) UNEXERCISABLE UNEXERCISABLE(2)
---- --- ------ ------------- ----------------
<S> <C> <C> <C> <C>
Thomas P. Raimondi, Jr. 252,500 $ 5,645,801 66,475/521,775 1,319,530/4,527,539
Earl M. Pearlman 511,668 $11,132,543 0/0 0/0
Gary Scott 235,000 $ 4,705,313 383,750/186,250 8,770,297/2,024,928
Dale R. Boyd 115,000 $ 2,852,297 52,750/386,250 1,040,624/3,853,016
Rick Ruskin 121,300 $ 2,344,993 34,450/201,250 565,222/1,957,109
Dan Brown 0 $ -- 18,750/231,250 413,672/2,923,828
</TABLE>
-----------------------
(1) Value realized is based on estimated fair market value of Common Stock on
the date of exercise minus the exercise price.
(2) Value is based on estimated fair market value of Common Stock as of April
1, 2000 ($26.38) minus the exercise price.
11
<PAGE> 8
SEVERANCE AGREEMENTS
The Company has entered into Severance Agreements with the following
Named Executive Officers: Earl Pearlman, Dale Boyd, Thomas Raimondi, Gary Scott,
Rick Ruskin and Dan Brown. These agreements have two year terms and are
automatically renewable for successive one year terms thereafter. Pursuant to
the terms, if the executive's employment with the Company is terminated within
twelve months of a change in control of the Company (as defined in the
agreement), the executive will receive benefits at the level determined by the
reason for such termination. If the termination is for cause (as defined in the
agreement), by reason of the executive's disability or death, or by the employee
for other than "good reason" (as defined in the agreement), the Company will pay
the employee all accrued, unpaid compensation, and, except where terminated by
the Company for cause, a pro rata portion of the annual bonus under the bonus
plan. If the executive is terminated for any other reason by the Company or the
executive terminates his employment with good reason, after a change in control
the Company will pay to the executive (i) all accrued, unpaid compensation, (ii)
a pro rata portion of the annual bonus under the bonus plan and (iii) an amount
equal to one year of annual base salary and annual bonus under the bonus plan,
and, for a period of twelve months following termination, will provide the
executive and his dependents medical insurance benefits.
In connection with Earl Pearlman's resignation as President, the
Company entered into a Severance and Release Agreement with him on November 30,
1999 (the "Severance Agreement"). Pursuant to the terms of the Severance
Agreement, Mr. Pearlman received a one-time payment equivalent to eighteen
months of his current base salary which includes car allowance and a base bonus
as calculated under the Company's executive bonus plan. Mr. Pearlman entered
into a consulting agreement with the Company on December 1, 1999 to provide
general corporate management services to the Company. Mr. Pearlman's stock
option awards for the Company's Common Stock continued to vest and remained in
full force and effect until May 15, 2000, when Mr. Pearlman terminated the
consulting agreement. Mr. Pearlman remains eligible to obtain continuing
coverage under the Company's medical, vision and dental (the "Health Plans").
Pursuant to the terms of the Severance Agreement, the Company will make the
required premium payments for any continuation coverage that Mr. Pearlman elects
to obtain under the Health Plans until March 31, 2001.
In connection with Dale Boyd's resignation as Chief Financial Officer,
the Company entered into a Severance and Release Agreement with him on July 10,
2000 (the "Severance Agreement"). Pursuant to the terms of the Severance
Agreement, Mr. Boyd will receive a one-time payment equivalent to one year of
his current base salary and one years' car allowance. Mr. Boyd will remain
available to the Company for one year pursuant to a consulting agreement to
perform general financial management or other such services as the Company may
direct. Mr. Boyd's stock option awards for the Company's Common Stock will
continue to vest and will remain in full force and effect during such one-year
period. Mr. Boyd remains eligible to obtain continuing coverage under the Health
Plans. Pursuant to the terms of the Severance Agreement, the Company will make
the premium payments for any continuation coverage that Mr. Boyd elects to
obtain under the Health Plans until August 31, 2001.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:
The following table sets forth certain information regarding the
beneficial ownership of Common Stock as of July 9, 2000 by (i) each person known
by the Company to own more than 5% of such shares, (ii) each of the Company's
directors, (iii) the Company's Chief Executive Officer and each of its four most
highly compensated executive officers who served as executive officers at April
1, 2000, and (iv) all directors and executive officers as a group. As of July 9,
2000, there were 32,172,489 issued and outstanding shares of Common Stock of the
Company, not including treasury shares or shares issuable upon exercise of
options or warrants. Ownership information has been supplied by the person
concerned.
12
<PAGE> 9
SECURITY OWNERSHIP TABLE
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED(1)
-----------------------
NAME NUMBER PERCENT
---- ---------- -------
<S> <C> <C>
The Canopy Group, Inc. 14,463,285 44.96%
240 West Center Street
Orem, Utah 84057
FMR Corp.(2) 3,777,600 11.74%
82 Devonshire Street Boston,
Massachusetts 02109
Raymond J. Noorda(3) 14,535,577 45.16%
Val Kreidel(4) 72,292 *
Ralph Yarro(5) 164,167 *
John Repp(6) 2,292 *
Al Melrose(7) 34,750 *
Thomas P. Raimondi, Jr.(8) 133,663 *
Earl M. Pearlman(9) 0 *
Dale R. Boyd(10) 119,000 *
Gary Scott(11) 428,175 1.33%
Richard L. Ruskin(12) 64,075 *
Dan Brown(13) 37,836 *
All directors and officers
as a group (15 persons)(14) 15,794,411 47.63%
</TABLE>
-------------------
* Less than 1%
(1) Except as indicated in the footnotes to this table and pursuant to
applicable community property laws, the Company believes that the persons
named in this table have sole voting and investment power with respect to
all shares.
(2) FMR Corp. is the parent holding company of, among others, Fidelity
Management & Research Company ("Fidelity Management"), a registered
investment adviser which acts as investment adviser to various registered
investment companies within the Fidelity family of investment funds,
including Fidelity Limited International ("Fidelity International"). FMR
Corp., Edward C. Johnson 3d, the Chairman of FMR, Abigail P. Johnson, a
director of FMR and Fidelity International are deemed to beneficially own
shares of the Company held by those funds over which they exercise control.
Information with respect to FMR Corp.'s beneficial ownership was derived
from Fidelity Management's July 14, 2000 letter to the Company.
(3) The address for Mr. Noorda is c/o MTI Technology Corporation, 4905 East La
Palma Avenue, Anaheim, California 92807. Represents shares owned by The
Canopy Group, Inc. ("Canopy"), 14,792 shares issuable to Mr. Noorda upon
exercise of options exercisable within 60 days of July 9, 2000. Mr. Noorda,
Chairman of the Board of Directors of the Company, is Chairman of the Board
of Canopy, Mr. Noorda disclaims beneficial ownership of all shares held by
Canopy.
(4) Includes 72,292 shares issuable upon exercise of options exercisable within
60 days of July 9, 2000.
(5) Includes 154,167 shares issuable upon exercise of options and warrants
exercisable within 60 days of July 9, 2000.
(6) Includes 2,292 shares issuable upon exercise of options exercisable within
60 days of July 9, 2000.
(7) Includes 34,750 shares issuable upon exercise of options exercisable within
60 days of July 9, 2000.
(8) Includes 123,663 shares issuable upon exercise of options exercisable
within 60 days of July 9, 2000.
13
<PAGE> 10
(9) Mr. Pearlman resigned as the Company's President and Chief Executive
Officer in December 1999.
(10) Includes 119,000 shares issuable upon exercise of options exercisable
within 60 days of July 9, 2000. Mr. Boyd resigned as an officer of the
Company on July 10, 2000.
(11) Includes 175,625 shares issuable upon exercise of options exercisable
within 60 days of July 9, 2000.
(12) Includes 60,075 shares issuable upon exercise of options exercisable within
60 days of July 9, 2000.
(13) Includes 37,500 shares issuable upon exercise of options exercisable within
60 days of July 9, 2000.
(14) Includes shares held by entities affiliated with directors and executive
officers of the Company as described above, including 991,219 shares
issuable upon exercise of stock options and warrants exercisable within 60
days of July 9, 2000.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On July 27, 1999, the Company entered into an agreement with Caldera, a
provider of Linux-based operating systems for businesses, to purchase 5,333,333
shares of common stock of Caldera, approximately 25% of the then outstanding
capital stock, for a purchase price of $6,000,000. The Canopy Group, Inc., a
major stockholder of the Company, currently owns substantially all of the
remaining issued and outstanding shares of Caldera. Raymond J. Noorda, Chairman
of the Board of Directors of the Company, is the Chairman of the Board of
Directors of The Canopy Group, Inc., and a member of the Board of Directors of
Caldera. In addition, Thomas P. Raimondi, Jr., our President and Chief Executive
Officer is also a member of the Board of Directors of Caldera.
On November 30, 1999, the Company entered into a Severance and Release
Agreement (the "Severance Agreement") with Earl Pearlman in connection with his
resignation as President from the Company. Pursuant to the terms of the
Severance Agreement, Mr. Pearlman received a one-time payment of $322,800 which
is equivalent to eighteen months of his current base salary which includes car
allowance and his base bonus as calculated under the Company's executive bonus
plan. Mr. Pearlman entered into a consulting agreement with the Company to
provide general corporate management services to the Company. Mr. Pearlman's
stock option awards for the Company's Common Stock continued to vest and
remained in full force and effect until May 15, 2000, when Mr. Pearlman
terminated the consulting agreement. Mr. Pearlman remains eligible to obtain
continuing coverage under the Company's medical, vision and dental (the "Health
Plans"). Pursuant to the terms of the Severance Agreement, the Company will make
the required premium payments for any continuation coverage that Mr. Pearlman
elects to obtain under the Health Plans until March 31, 2001.
During Fiscal 2000, the Company sold goods and services totaling
$4,920,000 to Center 7, Inc., a subsidiary of The Canopy Group, Inc. These sales
were made in the ordinary course of business on the Company's standard terms and
conditions.
Al Melrose, a director of the Company, provided investor relations
consulting services to the Company during the fiscal year ended April 1, 2000.
Mr. Melrose was paid an aggregate of $171,679 for his services.
On July 10, 2000, the Company entered into a Severance and Release
Agreement (the "Severance Agreement") with Dale Boyd in connection with his
resignation as Chief Financial Officer from the Company. Pursuant to the terms
of the Severance Agreement, Mr. Boyd will receive a one-time payment of $274,400
which is equivalent to one year of his current base salary and one years' car
allowance of $1,200 per month. Mr. Boyd will remain available to the Company for
one year pursuant to a consulting agreement to perform general financial
management or other such services as the Company may direct. Mr. Boyd's stock
option awards for the Company's Common Stock will continue to vest and will
remain in full force and effect during such one-year period. Mr. Boyd remains
eligible to obtain continuing coverage under the Company's medical, vision and
dental (the "Health Plans"). Pursuant to the terms of the Severance Agreement,
the Company will make the premium payments for any continuation coverage that
Mr. Boyd elects to obtain under the Health Plans until August 31, 2001.
14
<PAGE> 11
SIGNATURES
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, on the 23rd day of
August 2000.
MTI TECHNOLOGY CORPORATION
By: /s/ Thomas P. Raimondi, Jr.
-----------------------------------
Thomas P. Raimondi, Jr.
(President and Chief Executive
Officer and Director)
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Thomas P. Raimondi, Jr. President and Chief Executive August 23, 2000
------------------------------------ Officer and Director
(Thomas P. Raimondi, Jr.)
/s/ * Chairman of the Board August 23, 2000
------------------------------------
(Raymond J. Noorda)
/s/ * Director August 23, 2000
------------------------------------
(Val Kreidel)
/s/ * Director August 23, 2000
------------------------------------
(Al Melrose)
/s/ * Director August 23, 2000
------------------------------------
(John Repp)
/s/ * Director August 23, 2000
------------------------------------
(Ralph Yarro III)
/s/ Paul W. Emery, II Chief Operating Officer, Acting August 23, 2000
------------------------------------ Chief Financial Officer (Principal
(Paul W. Emery, II) Financial Officer)
/s/ Stephanie M. Braun Vice President, Corporate Controller and August 23, 2000
------------------------------------ Chief Accounting Officer (Principal
(Stephanie M. Braun) Accounting Officer)
*By: /s/ Thomas P. Raimondi, Jr. Attorney-in-Fact August 23, 2000
-------------------------------
(Thomas P. Raimondi, Jr.)
</TABLE>
15
