<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarterly Period Ended March 31, 2000
Commission File Number 1-2982
ANCOR COMMUNICATIONS, INCORPORATED
----------------------------------
(Exact name of issuer as specified in its charter)
Minnesota 41-1569659
--------- ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
6321 Bury Drive Eden Prairie, Minnesota 55346-1739
--------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's Telephone number, including area code (952) 932-4000
--------------
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 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 [_]
29,289,786
----------
(Number of shares of common stock of the
registrant outstanding as of May 5, 2000)
================================================================================
<PAGE>
ANCOR COMMUNICATIONS, INCORPORATED
Form 10-Q
For the Quarterly Period Ended
March 31, 2000
Page
----
PART I - FINANCIAL INFORMATION
- ------ ---------------------
ITEM 1: FINANCIAL STATEMENTS
Balance Sheets as of March 31, 2000 (unaudited)
and December 31, 1999 3
Statements of Operations for the three
month periods ended March 31, 2000
and 1999 (unaudited) 4
Statements of Cash Flows for the three
month periods ended March 31, 2000
and 1999 (unaudited) 5
Notes to Financial Statements 6
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS 8
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISKS 12
PART II - OTHER INFORMATION 13
- ------- -----------------
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
-----------------------------
ANCOR COMMUNICATIONS, INCORPORATED
BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
------------- -------------
ASSETS (Unaudited)
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 22,755,009 $ 37,139,418
Short-term investments 59,091,353 49,188,332
Accounts receivable, less allowances of $64,492 and $64,492, respectively 5,841,632 1,973,064
Inventories 2,761,549 2,894,348
Prepaid expenses and other current assets 359,947 663,821
------------- -------------
Total current assets 90,809,490 91,858,983
Equipment, net of accumulated depreciation 4,758,130 4,173,257
Other long-term assets,
net of accumulated amortization of $1,017,186 and $943,678, respectively 368,455 434,591
------------- -------------
TOTAL ASSETS $ 95,936,075 $ 96,466,831
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt $ 28,797 $ 39,524
Accounts payable 2,215,282 1,688,045
Accrued liabilities 1,894,086 1,883,652
Unearned revenue, current 2,221,761 2,028,714
------------- -------------
Total current liabilities 6,359,926 5,639,935
Long-term unearned revenue, less current 5,091,108 5,414,386
Long-term debt, less current maturities 5,538 6,988
Shareholders' Equity:
Common stock, par value $.01 per share,
authorized 40,000,000 shares; issued and outstanding
29,236,147 shares in 2000 and 28,506,172 shares in 1999 292,361 285,062
Additional paid-in capital 137,425,922 135,444,539
Accumulated deficit (52,997,779) (50,324,079)
Other comprehensive loss (241,001) --
------------- -------------
Total shareholders' equity 84,479,503 85,405,522
------------- -------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 95,936,075 $ 96,466,831
============= =============
</TABLE>
See Notes to Financial Statements
3
<PAGE>
ANCOR COMMUNICATIONS, INCORPORATED
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
March 31,
------------ ------------
2000 1999
------------ ------------
Gross sales $ 7,204,516 $ 1,519,713
Sales discounts (319,649) --
------------ ------------
Net sales 6,884,867 1,519,713
Cost of goods sold 3,580,773 664,805
------------ ------------
Gross profit 3,304,094 854,908
Operating expenses
Selling, general and administrative 4,173,759 1,751,833
Research and development 3,217,859 1,326,587
------------ ------------
Total operating expenses 7,391,618 3,078,420
------------ ------------
Operating loss (4,087,524) (2,223,512)
Nonoperating income (expense)
Interest expense (1,789) (6,183)
Other, primarily interest income 1,415,613 67,435
------------ ------------
Net loss (2,673,700) (2,162,260)
Accretion on convertible preferred stock -- (7,681)
------------ ------------
Net loss attributable to common shareholders $ (2,673,700) $ (2,169,941)
============ ============
Basic and diluted net loss per common share $ (0.09) $ (0.09)
============ ============
Weighted average common shares
outstanding 28,911,688 24,002,103
============ ============
See Notes to Financial Statements
4
<PAGE>
ANCOR COMMUNICATIONS, INCORPORATED
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------------
2000 1999
------------ ------------
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss $ (2,673,700) $ (2,162,260)
Adjustments to reconcile net loss to net
cash provided by (used in) operating activities:
Non-cash sales discounts 319,649 --
Writedown of inventory to net realizable value 505,000 30,000
Depreciation and amortization 618,137 380,031
Changes in current assets and liabilities:
Accounts receivable (3,868,568) (509,816)
Inventories (372,201) (324,381)
Prepaid expenses and other 303,874 36,473
Accounts payable 527,237 653,926
Accrued liabilities 10,434 (175,951)
Unearned revenue (130,231) 2,584,406
------------ ------------
Net cash provided by (used in) operating activities (4,760,369) 512,428
------------ ------------
CASH FLOW FROM INVESTING ACTIVITIES:
Purchases of equipment (1,129,502) (252,487)
Purchases of short-term investments (15,512,525) (5,997,172)
Sales of short-term investments 5,368,504 3,989,613
Investment in other, net (7,372) (5,133)
------------ ------------
Net cash used in investing activities (11,280,895) (2,265,179)
------------ ------------
CASH FLOW FROM FINANCING ACTIVITIES:
Principal payments on long-term debt (12,178) (45,061)
Net proceeds from sale of common stock 115,461 57,305
Net proceeds from exercise of warrants and options 1,553,572 4,704
------------ ------------
Net cash provided by financing activities 1,656,855 16,948
------------ ------------
Net decrease in cash and cash equivalents (14,384,409) (1,735,803)
Cash and cash equivalents, beginning of period 37,139,418 3,477,236
------------ ------------
Cash and cash equivalents, end of period $ 22,755,009 $ 1,741,433
============ ============
Supplemental Schedule of Noncash Investing and Financing Activities:
Warrants earned under sales agreement $ 628,833 $ --
============ ============
</TABLE>
See Notes to Financial Statements
5
<PAGE>
ANCOR COMMUNICATIONS, INCORPORATED
NOTES TO FINANCIAL STATEMENTS
March 31, 2000
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information. In the opinion of management, the interim financial statements
include all adjustments necessary for a fair presentation of the results of
operations for the interim periods presented. Operating results for the three
months ended March 31, 2000 are not necessarily indicative of the operating
results to be expected for the year ending December 31, 2000.
Certain information and footnote disclosures normally included in financial
statements in accordance with generally accepted accounting principles have been
condensed or omitted.
NOTE 2 - SALES DISCOUNTS
As part of the agreement with Sun Microsystems, Inc. ("Sun"), the Company
granted a warrant to Sun to purchase up to 1.5 million shares of the Company's
common stock at an exercise price of $7.30 per share. The warrant shares are
earned at the rate of one share for each $67.00 of revenue the Company receives
from Sun through September 30, 2002. In each period in which the warrant shares
are earned, a non-cash sales discount is recorded. The amount of the non-cash
sales discount is the fair value of the warrant shares which are earned in the
period. Fair value of the warrant shares is calculated by using the
Black-Scholes option pricing model. None of the warrant shares vest until the
Company has received a total of $10,000,000 in revenue from Sun.
During this vesting period, any warrant shares earned in one quarter will be
revalued in subsequent quarters using the then-current Black-Scholes option
pricing model, and an additional non-cash sales discount will be recorded if the
value of the warrant shares increases or a non-cash sales credit will be
recorded if the value of the warrant shares decreases.
In addition to the closing price of the Company's common stock on March 31,
2000, of $41.125 the following weighted-average assumptions were used to
calculate the value per warrant:
Expected stock price volatility 142%
Risk-free interest rate 6.25%
Expected life of warrants (years) 4.25
Based on the Black-Scholes option pricing model, the value per warrant at March
31, 2000, was $39.269. Including the effect of the revaluation of warrant shares
previously earned, sales discounts were correspondingly recorded in 2000 in the
amount of $319,649.
NOTE 3 - INVENTORIES
Inventories at March 31, 2000 and December 31, 1999 consisted of:
2000 1999
- -------------------------------------------------------------------------------
Raw materials $ 1,660,244 $ 1,946,092
Work in process 928,554 764,625
Finished goods consigned to customers and others 913,497 740,250
Finished goods 1,218,784 949,318
Reserve for obsolescence (1,959,530) (1,505,937)
-----------------------------
$ 2,761,549 $ 2,894,348
=============================
6
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NOTE 4 - COMPREHENSIVE LOSS
A reconcilication of total comprehensive loss is as follows:
Three Months Ended
March 31,
--------------------------------
2000 1999
-------------- --------------
Net loss (2,673,700) (2,169,941)
Unrealized loss on marketable securities (241,001) 0
-------------- --------------
Total comprehensive loss (2,914,701) (2,169,941)
============== ==============
NOTE 5 - NET LOSS PER SHARE
The Company computes net loss per common share based upon the weighted average
number of common shares outstanding during the period. Potential common shares,
consisting of options, warrants and convertible preferred stock for all periods,
were not included in the computation as their effect was antidilutive. Premiums
earned by preferred shareholders are included in the net loss attributable to
common shareholders computation. Basic and diluted loss per-share amounts are
the same in each period presented.
NOTE 6 - CONTINGENCY
The Company was a defendant in a lawsuit brought by Hoyt Properties, Inc.
("Hoyt") venued in Hennepin County District Court in the State of Minnesota.
Hoyt claimed that the Company breached an agreement which provided that Hoyt
would build and lease to the Company an office building to be located in Eden
Prairie, Minnesota, and asserted damages in excess of $2,500,000. The Company
asserted there was no binding agreement. The Company denied all liability, and
alleged that Hoyt refused to provide improvements desirable and necessary to the
Company's occupancy of the proposed leased space, and multiple contingencies,
conditions, and agreements did not occur. On April 28, 2000, the parties reached
an agreement under which the Company will pay $675,000 for full settlement of
this suit. The expense was recorded in the first quarter.
NOTE 7 - SUBSEQUENT EVENT
On May 7, 2000, the Company entered into an Agreement and Plan of Merger with
QLogic Corporation, pursuant to which the Company will be acquired by QLogic,
and shareholders of the Company will receive 0.5275 shares of QLogic common
stock for each share of the Company's common stock held. Completion of the
proposed transaction is subject to approval by the shareholders of both
companies and appropriate regulatory clearances, and is expected to close in the
third quarter. The proposed transaction is intended to qualify as a
pooling-of-interests and as a tax-free exchange of shares under IRS regulations.
7
<PAGE>
ITEM 2
------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations
- ---------------------
For the three months ended March 31, 2000 and 1999.
The following table sets forth, for the periods indicated, certain statements of
operations data as a percentage of net sales.
For the Three Months
Ended March 31
----------------------
2000 1999
---- ----
Sales 100.0% 100.0%
Sales discounts (4.4) 0.0
------- ------
Net sales 95.6 100.0
Cost of goods sold 49.7 43.7
----- -----
Gross profit 45.9 56.3
Operating expenses:
Selling, general & admin. 57.9 115.3
Research & development 44.7 87.3
----- -----
Total operating expenses 102.6 202.6
----- -----
Operating loss (56.7) (146.3)
Other income, net 19.6 4.0
----- ------
Net loss (37.1)% (142.3)%
===== ======
Sales Sales for the first quarter 2000, before discounts recorded to
reflect the effect of warrants issued to Sun Microsystems, Inc. ("Sun") as part
of an original equipment manufacturing ("OEM") sales agreement, increased by
approximately $5.7 million (374%) from 1999 to approximately $7.2 million. The
increase in sales reflects an increase in the number of switches sold to an
increasing customer base of SAN OEMs. SAN revenue accounted for approximately $6
million of first quarter 2000 sales, compared to approximately $1 million in
1999. Additionally, in the first quarter 2000 sales from four customers
accounted for 77% of total revenues. While the Company expects its customer base
to increase, concentration of sales among a limited number of customers is
likely to continue.
Sales Discounts As part of the OEM agreement with Sun, the Company
granted a warrant to Sun to purchase up to 1.5 million shares of the Company's
common stock at an exercise price of $7.30 per share. The warrant shares are
earned at the rate of one share for each
8
<PAGE>
$67.00 of revenue the Company receives from Sun through September 30, 2002. In
each period in which the warrant shares are earned, a non-cash sales discount is
recorded. The amount of the non-cash sales discount is the fair value of the
warrant shares which are earned in the period. Fair value of the warrant shares
is calculated by using the Black-Scholes option pricing model. The value of the
warrant shares, and the corresponding sales discount, increases as the Company's
stock price increases. Conversely, the value of the warrant shares, and the
corresponding sales discount, decreases as the Company's stock price decreases.
None of the warrant shares will vest until the Company has received a total of
$10,000,000 in revenue from Sun. During this vesting period, any warrant shares
earned in one quarter will be revalued in subsequent quarters using the
then-current Black-Scholes option pricing model, and an additional non-cash
sales discount will be recorded if the value of the warrant shares increases or
a non-cash sales credit will be recorded if the value of the warrant shares
decreases. In the quarter in which the Company achieves an aggregate of
$10,000,000 in revenues from Sun, the Company will perform a final Black-Scholes
calculation for the warrant shares earned through the end of that quarter, which
will result in a final adjustment to the non-cash sales discount. Thereafter,
warrant shares will vest as they are earned, and the Company will record a
non-cash discount quarterly based on the Black-Scholes calculation, as described
above. No subsequent revaluation will be recorded.
Based on the Black-Scholes option pricing model, using the closing price of the
Company's common stock on March 31, 2000 of $41.125, the value per warrant was
$39.269. Revaluation of previously earned warrants resulted in a non-cash sales
credit of $309,184. Additional non-cash sales discounts were correspondingly
recorded in the amount of $628,833, reflecting the 16,013 warrant shares earned
by Sun in the first quarter 2000. Thus, the net non-cash sales discounts
recorded in the first quarter 2000 were $319,649.
Gross Profit Gross profit in the first quarter 2000 increased to
approximately $3.3 million, or 46% of sales, from approximately $855,000 or 56%
of sales in 1999. Gross profit is affected by sales volume and its direct cost
and also by indirect costs, such as normal scrap and overhead allocations, the
percentage impact of which is decreased as sales increase. Gross profit
percentage is also impacted by the mix of product sold within a period, as well
as by the mix of customers. Service and license fee revenues generally have
higher margins than switch revenue, and various switch types have different
margins. The increase in gross profit for 2000 is due primarily to increased
sales volume. However, the gross profit percentage was negatively impacted due
to (i) the $319,649 sales discount; and (ii) $505,000 in additional inventory
reserve recorded for older version switch product made obsolete by new
generation switch product.
Selling General and Administrative Expenses The Company's selling,
general and administrative ("SGA") expenses for the first quarter 2000 were
approximately $4.2 million, or 58% of sales, compared to approximately $1.8
million, or 115% of sales, in 1999. SGA headcount increased 71% with
expenditures correspondingly increasing approximately $1.2 million over the same
period in the previous year, primarily in marketing and sales positions.
Additionally, physical support costs also increased, including rent of expanded
facilities and depreciation of additional computer equipment. Also, as the
Company's publicity, customer base and investor base have increased, so too have
the related expenditures for advertising, public and investor relations and
legal fees. Lastly, on April 28, 2000, the parties in the Hoyt Properties,
9
<PAGE>
Inc. litigation reached an agreement under which the Company will pay $675,000
for full settlement of the suit. The expense was recorded in the first quarter.
(See Litigation.)
Research and Development Expenses The Company's research and
development expenses for first quarter 2000 were approximately $3.2 million, or
45% of sales, compared to approximately $1.3 million, or 87% of net sales, in
1999. The Company continues to expand its product line and feature set offering,
requiring additional internal and outsourced engineering personnel, the
expenditures for which increased approximately $1.2 million over the previous
year. Related product development expenditures of non-recurring engineering and
prototype fabrication increased approximately $600,000 over the previous year.
Other Income (Expense) Other income of approximately $1.4 million and
$67,000 in the first quarters of 2000 and 1999, respectively, was primarily
interest income earned from the investment of available cash balances. The
interest income in 2000 was primarily earned from the investment of the net
proceeds received from (i) the public offering of the Company's common stock
that occurred in August 1999; and (ii) the sale of common stock to Intel
Corporation ("Intel") in November 1999. Interest expense decreased to
approximately $2,000 in 2000 from approximately $6,000 in 1999 as the Company
completed its obligations on certain capitalized leases.
Liquidity and Capital Resources
- -------------------------------
The Company's principal liquidity at March 31, 2000 was cash, cash equivalents
and short term investments of approximately $81.8 million. This compares to
approximately $86.3 million at year end 1999. Cash flows used in 2000 operating
activities totaled approximately $4.8 million, due primarily to the operating
loss and an increase in end-of-period receivables as over 50% of the Company's
sales were achieved in the last month of the quarter. Cash flows used in 2000
investing activities totaled approximately $11.3 million primarily as a result
of the purchase of short-term investments with available cash balances. Cash
flows from financing activities resulted primarily from the exercise of warrants
and options to purchase the Company's common stock.
The Company believes that anticipated revenues from operations, together with
interest earned on available cash balances, will provide adequate liquidity to
fund its growth, operations, and capital expenditures at least through the next
12 months. Future capital requirements of the Company beyond that will depend
upon many factors including rate of revenue growth, timing and level of
expenditures needed to support sales and marketing expansion and product
development, and market acceptance of the Company's products. The Company may
need to secure additional financing. There can be no assurance, however, that
additional financing can be obtained with terms acceptable to the Company. Any
additional equity financings may be dilutive to existing shareholders, and any
debt financing may contain restrictive covenants. The Company's inability to
obtain additional financing if and when needed could adversely affect the
Company and its operations.
Litigation. The Company was a defendant in a lawsuit brought by Hoyt Properties,
Inc. ("Hoyt") venued in Hennepin County District Court in the State of
Minnesota. Hoyt claimed that the Company breached an agreement which provided
that Hoyt would build and lease to the
10
<PAGE>
Company an office building to be located in Eden Prairie, Minnesota, and
asserted damages in excess of $2,500,000. The Company asserted there was no
binding agreement. The Company denied all liability, and alleged that Hoyt
refused to provide improvements desirable and necessary to the Company's
occupancy of the proposed leased space, and multiple contingencies, conditions,
and agreements did not occur. On April 28, 2000, the parties reached an
agreement under which the Company will pay $675,000 for full settlement of the
suit. The expense was recorded in the first quarter.
Subsequent Event
- ----------------
On May 7, 2000, the Company entered into an Agreement and Plan of merger with
QLogic Corporation ("QLogic"), pursuant to which the Company will be acquired by
QLogic, and shareholders of the Company will receive 0.5275 shares of QLogic
common stock for each share of the Company's common stock held. Completion of
the proposed transaction is subject to approval of the shareholders of both
companies and appropriate regulatory clearances, and is expected to close in the
third quarter. The proposed transaction is intended to qualify as a
pooling-of-interests and as a tax-free exchange of shares under IRS regulations.
Safe Harbor Cautionary Statement
- --------------------------------
Statements made in this Management's Discussion and Analysis that are not
historical in nature, including statements regarding the level of future
revenues and expenses, expected revenue from the SAN market and the timing of
purchases by Sun, are "forward-looking statements" as defined in the Private
Securities Litigation Reform Act of 1995 and are subject to risks and
uncertainties. Factors that may affect the Company's future performance and
results are set forth in Exhibit 99 - "Risk Factors" to the Company's 10-K and
include: the level of market acceptance of Fibre Channel technology and the
Company's products and the timing of such acceptance; the ability of the Company
to successfully market and sell its products to OEMs and others; the Company's
ability to compete with others providing Fibre Channel technology; the timing of
customer orders, including whether customers will purchase products from the
Company at the rates and times projected by those customers; the success of the
products incorporating the Company's products and/or technology marketed by the
Company's customers; the ability of the Company to develop enhancements to its
products and technology and keep pace with technological developments; the
Company's ability to manage growth; the Company's ability to attract and retain
qualified personnel; and the ability of the Company's products to interoperate
with products manufactured by others. Retention of $2.0 million of prepaid
royalties from INRANGE is contingent upon the Company's completion of certain
deliverables defined in the Company's technology license agreement with INRANGE.
The proposed merger between the Company and QLogic is subject to risks and
uncertainties, including, but not limited to: inability to obtain, or meet
conditions imposed for, governmental approvals for the merger; failure of the
QLogic stockholders or the Company's shareholders to approve the merger; costs
related to the merger; the risk that the QLogic and the Company's businesses
will not be integrated successfully; and other economic, business, competitive
and/or regulatory factors affecting the businesses of QLogic and the Company
generally.
11
<PAGE>
ITEM 3
------
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
The Company has no history of, and does not anticipate in the future,
investing in derivative financial instruments, derivative commodity instruments
or other such financial instruments. Contracts with international customers are
entered into in US dollars, precluding the need for foreign currency hedges.
Additionally, the Company invests in money market funds, in U.S. government
obligations and other investment grade securities which experience minimal
volatility. Thus, the exposure to market risk is not significant.
12
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
See Note 6 to Financial Statements.
Item 2. Changes in Securities.
(a.) None.
(b.) None.
(c.) None.
Item 3 Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Securities Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a.) Exhibits
3.1(a) Second Amended and Restated Articles of Incorporation
of the Company.
3.2(a) Amended Bylaws of the Company.
3.3(g) Amendment to Second Amended and Restated Articles of
Incorporation of the Company relating to an increase
of the number of authorized shares.
3.4(i) Amendment to Bylaws adopted October 21, 1998.
4.1(c) Form of Warrant issued to Purchasers of the Company's
Series B Preferred Stock.
4.2(f) Form of Warrant issued to Dunwoody Brokerage
Services, Inc. on February 19, 1998.
4.3(h) Form of Warrant issued to Inrange Technologies, Inc.
on September 24, 1998.
13
<PAGE>
4.4(j) Warrant issued to Sun Microsystems, Inc. on June 2,
1999.
*10.1(a) Ancor Communications, Incorporated 1990 Stock Option
Plan.
*10.2(a) Ancor Communications, Incorporated 1994 Long-Term
Incentive and Stock Option Plan.
*10.3(b) Ancor Communications, Inc. 1995 Employee Stock
Purchase Plan.
*10.4(i) Amendment to Ancor Communications, Inc., 1995
Employee Stock Purchase Plan, effective September 1,
1998.
*10.5(b) Ancor Communications, Inc. Non-Employee Director
Stock Option Plan.
10.6(c) Form of Subscription Agreement between the Company
and Purchasers of the Company's Series B Preferred
Stock (March 1997).
10.7(c) Registration Rights Agreement dated March 24, 1997
between the Company, Swartz Investments, Inc. and
Purchasers of the Company's Series B Preferred Stock.
*10.8(d) Letter Employment Agreement with Kenneth E.
Hendrickson dated July 25, 1997.
*10.9(d) Letter Employment Agreement with Steven E. Snyder
dated September 23, 1997.
10.10(e) Form of Subscription Agreement, dated as of February
19, 1998, between Ancor Communications, Incorporated
and each purchaser of Series C Preferred Stock.
10.11(e) Registration Rights Agreement, dated as of February
19, 1998, by and between Ancor Communications,
Incorporated, the placement agent and each purchaser
of Series C Preferred Stock.
*10.12(f) Termination of Employment Agreement dated August 29,
1997, between the Company and Dale C. Showers.
*10.13(f) Separation and General Release Agreement between the
Company and Lee B. Lewis.
14
<PAGE>
*10.14(f) Amendments to Ancor Communications, Inc.
Non-Employee Director Stock Option Plan filed as
exhibit 10.18.
10.15(k) Underwriting Agreement dated August 19, 1999 between
the Company and the Representatives of the
Underwriters named therein.
10.16(l) Lease, dated October 1, 1999, by and between the
Company and Liberty Property Limited.
10.17(l) First Amendment to Lease, dated October 29 1999, by
and between the Company and Liberty Property Limited.
10.18(m) Stock Purchase Agreement, dated as of November 29,
1999, by and between Ancor Communications,
Incorporated, and each purchaser of Intel
Corporation.
10.19(m) Registration Rights Agreement, dated as of November
29, 1999, by and between Ancor Communications,
Incorporated, and each purchaser of Intel
Corporation.
27.1(n) Financial Data Schedule.
- ----------
* Indicates management contract or compensatory plan or agreement.
a Incorporated by reference to the Company's Registration Statement on
form SB-2 filed March 11, 1994.
b Incorporated by reference to the Company's form 10-QSB filed for the
quarterly period ended September 30, 1995.
c Incorporated by reference to the Company's form 10-Q filed for the
quarterly period ended March 31, 1997.
d Incorporated by reference to the Company's form 10-Q filed for the
quarterly period ended September 30, 1997.
e Incorporated by reference to the Company's form 8-K filed February 23,
1998.
f Incorporated by reference to the Company's Form 10-K filed for the
fiscal year ended December 31, 1997.
15
<PAGE>
g Incorporated by reference to the Company's form 10-Q filed for the
quarterly period ended June 30, 1998.
h Incorporated by reference to the Company's form 10-Q filed for the
quarterly period ended September 30, 1998.
i Incorporated by reference to the Company's Form 10-K filed for the
fiscal year ended December 31, 1998.
j Incorporated by reference to the Company's Form 8-K filed June 11.
1999.
k Incorporated by reference to Exhibit 1.1 to Amendment No. 1 to the
Registration Statement on Form S-3 (SEC File No. 333-82947) filed July
26, 1999.
l Incorporated by reference to the Company's form 10-Q filed for the
quarterly period ended September 30, 1999.
m Incorporated by reference to the Company's Form 10-K filed for the
fiscal year ended December 31, 1999.
n Included herewith.
(b.) Reports on Form 8-K
None.
16
<PAGE>
SIGNATURES
----------
In accordance with the requirements 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.
ANCOR COMMUNICATIONS, INCORPORATED
----------------------------------
Dated: May 10, 2000 By /S/ Kenneth E. Hendrickson
------------------------------
Kenneth E. Hendrickson
Chairman of the Board &
Chief Executive Officer
Dated: May 10, 2000 By /S/ Steven E. Snyder
------------------------------
Steven E. Snyder
Vice President,
Chief Financial Officer &
Secretary
17
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<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
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<SECURITIES> 59,091,353
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292,361
0
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