<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
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.
<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)
---- --- -----------
<S> <C> <C>
*Raymond J. Noorda 76 Chairman of the Board of Directors
*Val Kreidel 45 Director
Thomas P. Raimondi, Jr. 44 President and Chief Executive Officer and
Director
*John Repp 61 Director, Nominee
*Al Melrose 74 Director, Nominee
Ralph J. Yarro III 36 Director
</TABLE>
-------------------
*Member of Audit Committee and Compensation Committee.
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
director 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.
2
<PAGE> 3
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.
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, Mr.
Melrose, 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.
3
<PAGE> 4
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
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.
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 3, 1999, 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), Dan Brown
(December 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. In addition, John Repp failed to timely
file his Form 5 to report a transfer of shares by gift.
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 $100,000 (collectively, the "Named
Executive Officers").
4
<PAGE> 5
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Compensation
Awards
------------
Annual Compensation Number of
-------------------------------------- Securities
Other Annual Underlying All Other
Name and Principal Position Year Salary($) Bonus($) Compensation Options(#) Compensation(6)
--------------------------- ---- --------- -------- ------------ ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Thomas P. Raimondi, Jr.(1) 2000 303,654 0 * 424,900 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.
(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 $637,177 for severance payments.
SUMMARY OF OPTION GRANTS
The following table sets forth the individual grants of stock options
made by the Company during the fiscal year ended April 1, 2000 to each of the
Named Executive Officers.
5
<PAGE> 6
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
----------------------------------------------------------- VALUE AT ASSUMED
NUMBER OF % TOTAL ANNUAL RATES OF
SECURITIES OPTIONS STOCK
UNDERLYING GRANTED TO PRICE APPRECIATION
OPTIONS EMPLOYEES EXERCISE FOR OPTION TERM(2)
GRANTED IN FISCAL PRICE EXPIRATION ----------------------
NAME (#) YEAR(1) ($/SH)(1) DATE 5%($) 10%($)
---- ---------- ---------- ---------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Thomas P. Raimondi, Jr. 125,000 3% $ 5.06 4/17/2009 398,125 1,008,750
181,400 4% $30.06 12/15/2009 3,430,149 8,692,620
118,500 3% $36.88 1/1/2010 2,748,489 6,965,312
Earl M. Pearlman 150,000 3% $ 5.06 4/17/2009 477,750 1,210,500
Gary Scott 50,000 1% $ 5.06 4/17/2009 159,250 403,500
75,000 2% $30.06 12/15/2009 1,418,175 3,594,000
Dale R. Boyd 100,000 2% $ 5.06 4/17/2009 318,500 807,000
121,000 3% $30.06 12/15/2009 2,287,989 5,798,320
79,000 2% $36.875 1/1/2010 1,832,326 4,643,541
Rick Ruskin 50,000 1% $ 5.06 4/17/2009 159,250 403,500
100,000 2% $30.06 12/15/2009 1,890,900 4,792,000
Dan Brown 50,000 1% $ 5.06 4/17/2009 159,250 403,500
100,000 2% $14.69 10/15/2009 923,900 2,341,200
50,000 1% $30.06 12/15/2009 945,450 2,396,000
</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 17, 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's option grant to
purchase 181,400 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. Raimondi's option grant to purchase 118,500 shares at
$36.88, 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. Pearlman's option grant to purchase 150,000 shares at $5.06, which
expires April 17, 2009, vests 100% on April 17, 2000.
Mr. Scott's option grant to purchase 50,000 shares at $5.06, which expires
April 17, 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
6
<PAGE> 7
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 17, 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, 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 17, 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 17, 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 $30.06,
which expires December 15, 2009, vests 25% one year after the commencement
date of the grant, and one-twelfth of the remaining unvested shares subject
to the option grant shall vest each quarter thereafter.
All options grants presented within this table have provisions accelerating
the vesting in the event of a change in control.
SUMMARY OF OPTIONS EXERCISED
The following table sets forth information concerning exercises of stock
options during the year ended April 1, 2000 by each of the Named Executive
Officers and the value of unexercised options at April 1, 2000.
7
<PAGE> 8
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FISCAL YEAR FISCAL YEAR
SHARES END (#) END ($)
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.
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.
8
<PAGE> 9
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.
9
<PAGE> 10
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 1.32%
Rick Ruskin(12) 64,075 *
Dan Brown(13) 37,836 *
All directors and officers
as a group (15 persons)(14) 15,794,411.00 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.
(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 from as an officer of the
Company on July 10, 2000.
10
<PAGE> 11
(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
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 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.
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.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K:
The following Consolidated Financial Statements and Schedules of the
Company are attached to the Company's Annual Report on Form 10-K for the fiscal
year ended April 1, 2000.
11
<PAGE> 12
(a) (1) Consolidated Financial Statements:
Independent Auditors' Report
Consolidated Balance Sheets as of April 1, 2000 and April 3,
1999
Consolidated Statements of Income for fiscal years 2000,
1999 and 1998
Consolidated Statements of Stockholders' Equity for fiscal
years 2000, 1999 and 1998
Consolidated Statements of Cash Flows for fiscal years 2000,
1999 and 1998
Notes to Consolidated Financial Statements
(2) The following financial statement schedule for fiscal years
2000, 1999 and 1998 is submitted herewith:
Schedule II -- Valuation and Qualifying Accounts (See page
S-1)
All other schedules are omitted because they are not
applicable or the required information is shown in the
Consolidated Financial Statements or notes thereto.
(3) Exhibits included herewith (numbered in accordance with Item 601
of Regulation S-K):
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
3.1 Restated Certificate of Incorporation of the Company, incorporated
by reference to Exhibit 3.1 of the Company's Registration Statement
on Form S-1 (No. 33-75180).
3.2 Restated Bylaws, incorporated by reference to Exhibit 10.51 of the
Company's Quarterly Report on Form 10-Q for the quarterly period
ended January 3, 1998.
4.1 Form of Registration Rights Agreement between the Company and
certain Purchasers, and schedule of such Purchasers, incorporated by
reference to Exhibit 4.1 of the Company's Registration Statement on
Form S-1 (No. 33-75180).
4.2 Registration Rights Agreement among the Company, Dialogic System
Corporation and NFT Ventures, Inc., dated June 15, 1992, as amended
as of April 1, 1993 and as of February 11, 1994, incorporated by
reference to Exhibit 4.2 of the Company's Registration Statement on
Form S-1 (No. 33-75180).
4.3 Registration Rights Agreement between the Company and NFT Ventures,
Inc., dated November 30, 1992, incorporated by reference to Exhibit
4.3 of the Company's Registration Statement on Form S-1 (No.
33-75180).
4.4 Registration Rights Agreement between the Company and Dialogic
Systems Corporation, dated November 30, 1992, incorporated by
reference to Exhibit 4.11 of the Company's Registration Statement on
Form S-1 (No. 33-75180).
4.5 Specimen Stock Certificate, incorporated by reference to Exhibit
4.12 of the Company's Registration Statement on Form S-1 (No.
33-75180).
</TABLE>
12
<PAGE> 13
<TABLE>
<S> <C>
10.1 Triple Net Lease between the Company and Catellus Development
Corporation effective December 20, 1991, incorporated by reference
to Exhibit 10.2 of the Company's Registration Statement on Form S-1
(No. 33-75180).
10.2 Owner Participation Agreement between the Company, Catellus
Development Corporation and Anaheim Redevelopment Agency, dated as
of January 7, 1992, including exhibits, incorporated by reference to
Exhibit 10.3 of the Company's Registration Statement on Form S-1
(No. 33-75180).
*10.3 Form of Nonqualified Stock Option Agreement under the Stock
Incentive Plan, incorporated by reference to Exhibit 10.14 of the
Company's Registration Statement on Form S-1 (No. 33-75180).
*10.4 Form of Indemnification Agreement, incorporated by reference to
Exhibit 10.16 of the Company's Registration Statement on Form S-1
(No. 33-75180).
*10.5 Micro Technology, Inc. Incentive Stock Option Plan - 1985,
incorporated by reference to Exhibit 10.20 of the Company's
Registration Statement on Form S-1 (No. 33-75180).
*10.6 1987 Incentive Stock Option and Nonqualified Stock Option Plan of
the Company (the "1987 Stock Option Plan"), incorporated by
reference to Exhibit 10.21 of the Company's Registration Statement
on Form S-1 (No. 33-75180).
*10.7 Form of Incentive Common Stock Option Agreement under the 1987 Stock
Option Plan, incorporated by reference to Exhibit 10.22 of the
Company's Registration Statement on Form S-1 (No. 33-75180).
*10.8 Form of Nonqualified Common Stock Option Agreement under the 1987
Stock Option Plan, incorporated by reference to Exhibit 10.23 of the
Company's Registration Statement on Form S-1 (No. 33-75180).
*10.9 Stock Incentive Plan of the Company, incorporated by reference to
Exhibit 10.24 of the Company's Registration Statement on Form S-1
(No. 33-75180).
*10.10 1988 Stock Option Plan, as amended August 12, 1991, of SF2
Corporation, incorporated by reference to Exhibit 10.25 of the
Company's Registration Statement on Form S-1 (No. 33-75180).
10.11 Form of Consultant/Employee Confidentiality Agreement, incorporated
by reference to Exhibit 10.28 of the Company's Registration
Statement on Form S-1 (No. 33-75180).
10.12 Lease between Oak Creek Delaware, Inc., and the Company, dated
December 18, 1993, incorporated by reference to Exhibit 10.29 of the
Company's Registration Statement on Form S-1 (No. 33-75180).
*10.13 Form of Incentive Stock Option Agreement under the Stock Incentive
Plan, incorporated by reference to Exhibit 10.30 of the Company's
Registration Statement on Form S-1 (No. 33-75180).
*10.14 MTI Technology Corporation 1994 Employee Stock Purchase Plan, as
amended, incorporated by reference to Exhibit 10.31 of the Company's
Annual Report on Form 10-K for the fiscal year ended April 2, 1994.
</TABLE>
13
<PAGE> 14
<TABLE>
<S> <C>
10.15 MTI Technology Corporation Directors' Non-Qualified Stock Option
Plan, incorporated by reference to Exhibit 10.32 of the Company's
Registration Statement on Form S-1 (No. 33-75180).
10.16 Employment Agreement, dated as of May 15, 1995, between Earl M.
Pearlman and Registrant, incorporated by reference to Exhibit 10.38
of the Company's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1995.
10.17 Asset Purchase Agreement, dated February 9, 1996, Between EMC
Corporation and the Registrant (confidential treatment granted
pursuant to Rule 24b-2), incorporated by reference to Exhibit 10.36
of the Company's Quarterly Report on Form 10-Q for the quarterly
period ended December 30, 1995.
10.18 Amendment No. 2 to Stock Purchase Agreement and Senior Promissory
Notes dated as of October 3, 1996 between Earl M. Pearlman, William
E. Decker, the William E. Decker Trust and Registrant, incorporated
by reference to Exhibit 10.47 of the Company's Quarterly Report on
Form 10-Q for the quarterly period ended October 5, 1996.
10.19 Employment Agreement dated August 1, 1997, between Chuck Sitzman and
Registrant, incorporated by reference to Exhibit 10.50 of the
Company's Quarterly Report on Form 10-Q for the quarterly period
ended October 4, 1997.
10.20 Loan and Security Agreement between the Company and Silicon Valley
Bank and General Electric Capital Corporation, as Co-Lenders, and
Schedules thereto, incorporated by reference to Exhibit 10.28 of the
Company's Quarterly Report on Form 10-Q for the quarterly period
ended July 4, 1998.
10.21 Severance Agreement dated as of July 15, 1998, between Earl Pearlman
and Registrant, incorporated by reference to Exhibit 10.28 of the
Company's Annual Report on Form 10-K for the fiscal year ended April
3, 1999.
*10.22 Severance Agreement dated as of July 15, 1998, between Dale Boyd and
Registrant, incorporated by reference to Exhibit 10.29 of the
Company's Annual Report on Form 10-K for the fiscal year ended April
3, 1999.
*10.23 Severance Agreement dated as of July 15, 1998, between Tom Raimondi
and Registrant, incorporated by reference to Exhibit 10.30 of the
Company's Annual Report on Form 10-K for the fiscal year ended April
3, 1999.
*10.24 Severance Agreement dated as of July 15, 1998, between Gary Scott
and Registrant, incorporated by reference to Exhibit 10.31 of the
Company's Annual Report on Form 10-K for the fiscal year ended April
3, 1999.
*10.25 Severance Agreement dated as of July 15, 1998, between Chuck Sitzman
and Registrant, incorporated by reference to Exhibit 10.32 of the
Company's Annual Report on Form 10-K for the fiscal year ended April
3, 1999.
*10.26 Severance Agreement dated as of July 15, 1998, between Venki
Venkataraman and Registrant, incorporated by reference to Exhibit
10.33 of the Company's Annual Report on Form 10-K for the fiscal
year ended April 3, 1999.
*10.27 Amendment to the 1996 Stock Incentive Plan, incorporated by
reference to Exhibit 10.29 of the Company's Quarterly Report on Form
10-Q for the quarterly period ended October 2, 1999.
*10.28 Severance and Release Agreement dated as of November 30, 1999,
between Earl Pearlman and Registrant.
</TABLE>
14
<PAGE> 15
<TABLE>
<S> <C>
21.1 Subsidiaries of the Company, incorporated by reference to Exhibit
21.1 of the Company's Annual Report on Form 10-K for the fiscal year
ended April 1, 2000.
23.2 Consent of KPMG Peat Marwick LLP, incorporated by reference to
Exhibit 23.2 of the Company's Annual Report on Form 10-K for the
fiscal year ended April 1, 2000.
24 Power of Attorney, incorporated by reference to Exhibit 24 of the
Company's Annual Report on Form 10-K for the fiscal year ended April
1, 2000.
27 Financial Data Schedule, incorporated by reference to Exhibit 27 of
the Company's Annual Report on Form 10-K for the fiscal year ended
April 1, 2000.
</TABLE>
* Management or compensatory plan or arrangement.
15
<PAGE> 16
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 31st day of
July 2000.
MTI TECHNOLOGY CORPORATION
By: /s/ Thomas P. Raimondi, Jr.
---------------------------------------
Thomas P. Raimondi, Jr.
(President and Chief Executive Officer)
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 July 31, 2000
------------------------------------ Officer
(Thomas P. Raimondi, Jr.)
/s/ Paul Emery Chief Operating Officer, Acting July 31, 2000
------------------------------------ Chief Financial Officer (Principal
(Paul Emery) Financial and Accounting Officer)
/s/ * Chairman of the Board July 31, 2000
------------------------------------
(Raymond J. Noorda)
/s/ * Director July 31, 2000
------------------------------------
(Val Kreidel)
/s/ * Director July 31, 2000
------------------------------------
(Al Melrose)
/s/ * Director July 31, 2000
------------------------------------
(John Repp)
/s/ * Director July 31, 2000
------------------------------------
(Ralph Yarro III)
*By: /s/ Thomas P. Raimondi, Jr. Attorney-in-Fact July 31, 2000
-------------------------------
(Thomas P. Raimondi, Jr.)
</TABLE>
16
<PAGE> 17
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
3.1 Restated Certificate of Incorporation of the Company, incorporated
by reference to Exhibit 3.1 of the Company's Registration Statement
on Form S-1 (No. 33-75180).
3.2 Restated Bylaws, incorporated by reference to Exhibit 10.51 of the
Company's Quarterly Report on Form 10-Q for the quarterly period
ended January 3, 1998.
4.1 Form of Registration Rights Agreement between the Company and
certain Purchasers, and schedule of such Purchasers, incorporated by
reference to Exhibit 4.1 of the Company's Registration Statement on
Form S-1 (No. 33-75180).
4.2 Registration Rights Agreement among the Company, Dialogic System
Corporation and NFT Ventures, Inc., dated June 15, 1992, as amended
as of April 1, 1993 and as of February 11, 1994, incorporated by
reference to Exhibit 4.2 of the Company's Registration Statement on
Form S-1 (No. 33-75180).
4.3 Registration Rights Agreement between the Company and NFT Ventures,
Inc., dated November 30, 1992, incorporated by reference to Exhibit
4.3 of the Company's Registration Statement on Form S-1 (No.
33-75180).
4.4 Registration Rights Agreement between the Company and Dialogic
Systems Corporation, dated November 30, 1992, incorporated by
reference to Exhibit 4.11 of the Company's Registration Statement on
Form S-1 (No. 33-75180).
4.5 Specimen Stock Certificate, incorporated by reference to Exhibit
4.12 of the Company's Registration Statement on Form S-1 (No.
33-75180).
10.1 Triple Net Lease between the Company and Catellus Development
Corporation effective December 20, 1991, incorporated by reference
to Exhibit 10.2 of the Company's Registration Statement on Form S-1
(No. 33-75180).
10.2 Owner Participation Agreement between the Company, Catellus
Development Corporation and Anaheim Redevelopment Agency, dated as
of January 7, 1992, including exhibits, incorporated by reference to
Exhibit 10.3 of the Company's Registration Statement on Form S-1
(No. 33-75180).
*10.3 Form of Nonqualified Stock Option Agreement under the Stock
Incentive Plan, incorporated by reference to Exhibit 10.14 of the
Company's Registration Statement on Form S-1 (No. 33-75180).
*10.4 Form of Indemnification Agreement, incorporated by reference to
Exhibit 10.16 of the Company's Registration Statement on Form S-1
(No. 33-75180).
*10.5 Micro Technology, Inc. Incentive Stock Option Plan - 1985,
incorporated by reference to Exhibit 10.20 of the Company's
Registration Statement on Form S-1 (No. 33-75180).
*10.6 1987 Incentive Stock Option and Nonqualified Stock Option Plan of
the Company (the "1987 Stock Option Plan"), incorporated by
reference to Exhibit 10.21 of the Company's Registration Statement
on Form S-1 (No. 33-75180).
</TABLE>
17
<PAGE> 18
<TABLE>
<S> <C>
*10.7 Form of Incentive Common Stock Option Agreement under the 1987 Stock
Option Plan, incorporated by reference to Exhibit 10.22 of the
Company's Registration Statement on Form S-1 (No. 33-75180).
*10.8 Form of Nonqualified Common Stock Option Agreement under the 1987
Stock Option Plan, incorporated by reference to Exhibit 10.23 of the
Company's Registration Statement on Form S-1 (No. 33-75180).
*10.9 Stock Incentive Plan of the Company, incorporated by reference to
Exhibit 10.24 of the Company's Registration Statement on Form S-1
(No. 33-75180).
*10.10 1988 Stock Option Plan, as amended August 12, 1991, of SF2
Corporation, incorporated by reference to Exhibit 10.25 of the
Company's Registration Statement on Form S-1 (No. 33-75180).
10.11 Form of Consultant/Employee Confidentiality Agreement, incorporated
by reference to Exhibit 10.28 of the Company's Registration
Statement on Form S-1 (No. 33-75180).
10.12 Lease between Oak Creek Delaware, Inc., and the Company, dated
December 18, 1993, incorporated by reference to Exhibit 10.29 of the
Company's Registration Statement on Form S-1 (No. 33-75180).
*10.13 Form of Incentive Stock Option Agreement under the Stock Incentive
Plan, incorporated by reference to Exhibit 10.30 of the Company's
Registration Statement on Form S-1 (No. 33-75180).
*10.14 MTI Technology Corporation 1994 Employee Stock Purchase Plan, as
amended, incorporated by reference to Exhibit 10.31 of the Company's
Annual Report on Form 10-K for the fiscal year ended April 2, 1994.
10.15 MTI Technology Corporation Directors' Non-Qualified Stock Option
Plan, incorporated by reference to Exhibit 10.32 of the Company's
Registration Statement on Form S-1 (No. 33-75180).
10.16 Employment Agreement, dated as of May 15, 1995, between Earl M.
Pearlman and Registrant, incorporated by reference to Exhibit 10.38
of the Company's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1995.
10.17 Asset Purchase Agreement, dated February 9, 1996, Between EMC
Corporation and the Registrant (confidential treatment granted
pursuant to Rule 24b-2), incorporated by reference to Exhibit 10.36
of the Company's Quarterly Report on Form 10-Q for the quarterly
period ended December 30, 1995.
10.18 Amendment No. 2 to Stock Purchase Agreement and Senior Promissory
Notes dated as of October 3, 1996 between Earl M. Pearlman, William
E. Decker, the William E. Decker Trust and Registrant, incorporated
by reference to Exhibit 10.47 of the Company's Quarterly Report on
Form 10-Q for the quarterly period ended October 5, 1996.
10.19 Employment Agreement dated August 1, 1997, between Chuck Sitzman and
Registrant, incorporated by reference to Exhibit 10.50 of the
Company's Quarterly Report on Form 10-Q for the quarterly period
ended October 4, 1997.
10.20 Loan and Security Agreement between the Company and Silicon Valley
Bank and General Electric Capital Corporation, as Co-Lenders, and
Schedules thereto,
</TABLE>
18
<PAGE> 19
<TABLE>
<S> <C>
incorporated by reference to Exhibit 10.28 of the Company's
Quarterly Report on Form 10-Q for the quarterly period ended July 4,
1998.
10.21 Severance Agreement dated as of July 15, 1998, between Earl Pearlman
and Registrant, incorporated by reference to Exhibit 10.28 of the
Company's Annual Report on Form 10-K for the fiscal year ended April
3, 1999.
*10.22 Severance Agreement dated as of July 15, 1998, between Dale Boyd and
Registrant, incorporated by reference to Exhibit 10.29 of the
Company's Annual Report on Form 10-K for the fiscal year ended April
3, 1999.
*10.23 Severance Agreement dated as of July 15, 1998, between Tom Raimondi
and Registrant, incorporated by reference to Exhibit 10.30 of the
Company's Annual Report on Form 10-K for the fiscal year ended April
3, 1999.
*10.24 Severance Agreement dated as of July 15, 1998, between Gary Scott
and Registrant, incorporated by reference to Exhibit 10.31 of the
Company's Annual Report on Form 10-K for the fiscal year ended April
3, 1999.
*10.25 Severance Agreement dated as of July 15, 1998, between Chuck Sitzman
and Registrant, incorporated by reference to Exhibit 10.32 of the
Company's Annual Report on Form 10-K for the fiscal year ended April
3, 1999.
*10.26 Severance Agreement dated as of July 15, 1998, between Venki
Venkataraman and Registrant, incorporated by reference to Exhibit
10.33 of the Company's Annual Report on Form 10-K for the fiscal
year ended April 3, 1999.
*10.27 Amendment to the 1996 Stock Incentive Plan, incorporated by
reference to Exhibit 10.29 of the Company's Quarterly Report on Form
10-Q for the quarterly period ended October 2, 1999.
*10.28 Severance and Release Agreement dated as of November 30, 1999,
between Earl Pearlman and Registrant.
21.1 Subsidiaries of the Company, incorporated by reference to Exhibit
21.1 of the Company's Annual Report on Form 10-K for the fiscal year
ended April 1, 2000.
23.2 Consent of KPMG Peat Marwick LLP, incorporated by reference to
Exhibit 23.2 of the Company's Annual Report on Form 10-K for the
fiscal year ended April 1, 2000.
24 Power of Attorney, incorporated by reference to Exhibit 24 of the
Company's Annual Report on Form 10-K for the fiscal year ended April
1, 2000.
27 Financial Data Schedule, incorporated by reference to Exhibit 27 of
the Company's Annual Report on Form 10-K for the fiscal year ended
April 1, 2000.
</TABLE>
* Management or compensatory plan or arrangement.
19
