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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
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: 000-29678
SCC COMMUNICATIONS CORP.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 84-0796285
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
6285 LOOKOUT ROAD
BOULDER, COLORADO 80301
(Address of Principal Executive Offices) (Zip Code)
<TABLE>
<S> <C>
Registrant's Telephone Number, Including Area Code: (303) 581-5600
Securities registered pursuant to Section 12 (b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act: Common stock, par value $.001 per share
(Title of Class)
</TABLE>
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 Registration S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant, based upon the closing sale price of the common stock on February
29, 2000 as reported on the Nasdaq National Market, was approximately
$48,985,000. Shares of common stock held by each officer and director and by
each person who owns 5% or more of the outstanding shares of common stock have
been excluded in that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive determination
for other purposes. As of February 29, 2000, the Registrant had outstanding
11,151,151 shares of common stock.
The undersigned Registrant hereby amends and restates the information
required by Part III (Items 10, 11, 12 and 13) of the previously filed Annual
Report on From 10-K for the year ended December 31, 1999.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information concerning the Company's Directors and executive officers is as
follows:
George K. Heinrichs A co-founder of SCC, Mr. Heinrichs has served as our
President and one of our directors since 1979 and as
our Chief Executive Officer since 1995. Mr. Heinrichs
is 42 years old.
Carol L. Nelson Ms. Nelson has served as our Chief Financial Officer
since July 1999. From May 1994 to July 1999, Ms. Nelson
was our Controller and then Director of Finance, except
during the period October 1996 to October 1997, when
she was the Director of Accounting at Coram Healthcare.
From June 1987, to May 1994, Ms. Nelson worked at
Arthur Andersen LLP in various roles, the last of which
was Audit Manager. Ms. Nelson is 34 years old and is a
CPA.
Stephen O. James Mr. James has served as one of our directors since
October 1999. Mr. James has been an independent
executive business consultant since 1993. Mr. James is
56 years old.
David Kronfeld Mr. Kronfeld has served as one of our directors since
March 1998, and previously served as one of our
directors from February 1992 to June 1996. Mr. Kronfeld
is the founder and Manager of JK&B Capital L.L.C. since
its founding in October 1995. Since 1989, Mr. Kronfeld
has been a general partner of Boston Capital Ventures
Limited Partnership, Boston Capital Ventures II Limited
Partnership, Boston Capital Ventures III L.P. and
Boston Capital Ventures, all of which are venture
capital funds. Mr. Kronfeld currently serves as a
director of MPower Communications, Inc. and Phone.com,
Inc. Mr. Kronfeld is 52 years old.
Philip B. Livingston Mr. Livingston has served as one of our directors since
April 2000. Since January 1999, Mr. Livingston has been
the President and Chief Executive Officer of Financial
Executives Institute. From August 1995 to November
1998, Mr. Livingston was the Senior Vice President and
Chief Financial Officer for Catalina Marketing
Corporation. From March 1993 to July 1995, Mr.
Livingston was the Vice President and Chief Financial
Officer for Celestial Seasonings, Inc. Mr. Livingston
is 43 years old.
Mary Beth Vitale Ms. Vitale has served as one of our directors since
October 1999. Since March 2000, Ms. Vitale has been the
CEO and President of Westwind Media. Ms. Vitale was the
President and Chief Operating Officer of RMI.NET from
December 1998 through February 2000. Ms. Vitale was the
President-Western States for AT&T in 1997 and held
several positions, including Vice President and
Corporate Officer, Local Service Organization, Western
Region for AT&T from 1994 to 1996. Ms. Vitale is 46
years old.
Winston J. Wade Mr. Wade has served as one of our directors since
October 1999. Mr. Wade was the Chief Executive Officer
of MediaOne Malaysia from 1997 to 1999 and the Managing
Director of MediaOne India, BPL/US West from 1996 to
1997. From 1981 through 1995, Mr. Wade held several
positions with US West, including Vice President-
Network Operations, Vice President-Network
Infrastructure, Vice President-Technical Services and
President-Information Technologies Group. Mr. Wade
currently serves as a director of Transcrypt
International, Inc. Mr. Wade is 61 years old.
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Darrell A. Williams Mr. Williams has served as one of our directors from
February 1998 to December 2, 1999 and from January 18,
2000 to the present. Since January 2000, Mr. Williams
has been Chief Investment Officer of the
Telecommunications Development Fund. From 1992 to
December 1999, Mr. Williams was with Ameritech
Development Corporation, last serving as Vice
President, Venture Capital. Mr. Williams is 40 years
old.
Meetings of the Board of Directors
The board of directors held 6 meetings during 1999. Each director attended at
least 75% of the board meetings during their term.
Board Committees
The board of directors has appointed an audit committee, a compensation
committee and an executive staffing committee. It has not appointed a standing
nominating committee.
The audit committee met once during 1999. The audit committee:
. reviews the scope and results of the annual audit of our consolidated
financial statements conducted by our independent accountants;
. reviews the scope of other services provided by independent auditors;
. reviews proposed changes in our financial and accounting standards and
principles and in our policies and procedures for our internal accounting,
auditing and financial controls; and
. makes recommendations to the board of directors on the engagement of the
independent accountants.
The audit committee currently consists of Darrell Williams, Winston Wade and
Mary Beth Vitale. Prior to December 2, 1999, the committee consisted of David
Kronfeld and Darrell Williams, each of whom attended the meeting of the audit
committee in 1999.
The compensation committee met once during 1999. The compensation committee:
. reviews and acts on matters relating to compensation levels and benefits
plans for our executive officers and key employees; and
. is responsible for granting stock options and other awards to be made under
our existing incentive compensation plans.
The compensation committee currently consists of George Heinrichs, Darrell
Williams, Winston Wade and Mary Beth Vitale. From April 1998 through June 1999,
the compensation committee was composed of two directors, Mr. Williams and John
G. Hill, each of whom attended the meeting of the compensation committee in
1999. Mr. Hill retired from the board of directors in June 1999.
The executive staffing committee was created on December 2, 1999. The executive
staffing committee:
. reviews and acts on matters relating to executive staffing issues
. gives executive management guidance on executive management requirements
and qualifications.
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. assists executive management in the recruitment and selection of qualified
individuals.
The executive staffing committee currently consists of Winston Wade, Mary Beth
Vitale and Stephen James. This committee did not meet in 1999.
Compliance with Reporting Requirements
Section 16(a) of the Securities Exchange Act requires our executive officers,
our directors and persons who own more than ten percent of a registered class of
our equity securities, to file initial ownership reports on Form 3 and changes
in ownership on Form 4 or 5 with the SEC. These executive officers, directors
and ten-percent stockholders are also required by SEC rules to furnish us with
copies of all Section 16(a) reports they file. Based solely on our review of the
copies of these forms, together with written representations from reporting
persons that all reports required of them during the year were filed, we believe
that all Section 16(a) reports applicable to our executive officers, directors
and ten-percent stockholders with respect to reportable transactions during the
fiscal year ended December 31, 1999 were filed on a timely basis.
ITEM 11. EXECUTIVE COMPENSATION
Executive Compensation
The following table sets forth the compensation earned during the year ended
December 31, 1999 by our named officers, who consist of our chief executive
officer and our two other executive officers who earned more than $100,000 in
salary and bonus in 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
-------------
Awards
-------------
Securities
Annual Compensation Underlying
---------------------------------
Name and Principal Position Year Salary($) Bonus($) Option(#)
- ------------------------------------------------------------ ------ --------------- --------------- -------------
<S> <C> <C> <C> <C>
George K. Heinrichs 1999 $245,000 $120,000 (2) 66,667
President and Chief Executive Officer 1998 233,333 84,812 (1) --
Nancy K. Hamilton 1999 185,000 -- --
Senior Vice President and Chief Financial Officer 1998 179,167 47,118 (1) --
Carol Nelson 1999 106,750 1,052 (2) 61,766
Chief Financial Officer
</TABLE>
(1) Bonuses included in 1998 were earned in 1998 but paid in 1999.
(2) Bonuses included in 1999 were earned in 1999 but paid in 2000.
Ms. Hamilton resigned in May 1999. Ms. Nelson became Chief Financial Officer in
July 1999.
Options listed in the table were granted under the 1998 Stock Option Plan. See
"--Option Grants During Last Fiscal Year."
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Option Grants During Last Fiscal Year
The following table sets forth information regarding the stock option grants
made to each of the Named Officers in the 1999 fiscal year.
OPTION GRANTS DURING LAST FISCAL YEAR
<TABLE>
<CAPTION>
Percent of
Total
Number of Options Potential Realizable Value at
Securities Granted to Exercise Assumed Annual Rates of
Underlying Employees Price Stock Price Appreciation for
Options in Per Expiration Option Term (2)
-------------------------------
Name Granted(1) Fiscal Year Share Date 5% 10%
- ---- ------------- -------------- ------------ ------------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
George K. Heinrichs 66,667 9.0% $4.938 7/29/2009 $207,033 $524,663
Nancy K. Hamilton -- -- -- -- -- --
Carol Nelson 11,766 1.6 4.938 7/29/2009 36,539 92,597
Carol Nelson 50,000 6.7 6.125 12/2/2009 192,599 488,084
</TABLE>
(1) The options were granted to each of the Named Officers pursuant to the 1998
Stock Option Plan. Each option vests 24% one year from the date of grant
and 2% each month thereafter.
(2) The five percent and ten percent assumed annual rates of compounded stock
price appreciation are mandated by the rules of the Securities and Exchange
Commission. There can be no assurance provided to the option holder or any
other holder of the Company's securities that the actual stock price
appreciation over the ten-year option term will be at the assumed five
percent and ten percent levels or at any other defined level.
Option Exercises and Holdings
The following table sets forth information regarding exercises of stock options
during the year ended December 31, 1999 and exercisable and unexercisable
options held as of December 31, 1999 by each of the named officers.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options
Acquired Options at Fiscal Year-End(#) at Fiscal Year-End($)
on Value -------------------------------- ----------------------------------
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ----------- -------------- ---------------- --------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
George K. Heinrichs -- $ -- 296,567 106,399 $1,254,813 $84,696
Nancy K. Hamilton 20,001 61,670 140,149 -- 368,654 --
Carol Nelson -- -- 8,452 73,314 5,249 23,273
</TABLE>
The value realized by each option exercised equals the total market price of the
shares purchased, based on the last sale price of the common stock on the Nasdaq
National Market on the exercise date, minus the total exercise price paid for
those shares.
The value of each unexercised option is based on a market price of $5.875 per
share, the last sale price of the common stock on the Nasdaq National Market on
December 31, 1999, minus the per share exercise price, multiplied by the number
of shares underlying the option.
Employment and Severance Arrangements
Until her resignation in May 1999, Nancy Hamilton was employed as our Senior
Vice President and Chief Financial Officer pursuant to an employment agreement
with us dated February 9, 1999. Under
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the employment agreement, Ms. Hamilton is working as a part-time employee of SCC
until May 2000, in exchange for the continuation of her base salary and
benefits. Under the agreement, Ms. Hamilton's options vested in full as of May
1999.
Compensation Committee Interlocks and Insider Participation
The compensation committee currently consists of Darrell Williams, Winston Wade
and Mary Beth Vitale. Mr. Williams, Mr. Wade and Ms. Vitale have never been
officers or employees of SCC. From April 1998 through June 1999, the
compensation committee consisted of Mr. Williams and John Hill, who resigned
from the board in June 1999.
None of the named officers have ever served as a member of the board of
directors or compensation committee of any other entity that has or has had one
or more executive officers serving as a member of our board or compensation
committee.
Director Compensation
We reimburse our directors for all reasonable and necessary travel and other
incidental expenses incurred in connection with their attendance at meetings of
the board and committees of the board. In addition, all board members are
eligible for compensation equal to $1,000 for each board and committee meeting
attended in person and $500 for each telephonic board and committee meeting.
Such compensation is payable in cash or stock at the director's discretion.
Board members may be paid additional amounts for consulting services that extend
beyond their normal board duties, although no such payments were made to date.
Under the Discretionary Option Grant Program, each individual who first became
a non-employee Board member was automatically granted an option to purchase
30,000 shares of Common Stock on the date such individuals joined the Board.
Compensation Committee Report on Executive Compensation
The compensation committee reviews and acts on matters relating to compensation
levels and benefits plans for our executive officers and key employees. The
compensation committee also provides for grants of stock awards, stock options,
stock appreciation rights and other awards to be made under our existing
incentive compensation plans.
General Compensation Policy. The fundamental policy of the compensation
committee is to provide our executive officers with competitive compensation
opportunities based upon their contribution to our development and financial
success and their personal performance. The compensation committee's objective
is to have a portion of each executive officer's compensation contingent on our
performance as well as on the executive officer's own level of performance.
Accordingly, the compensation package for each executive officer is comprised of
three elements: (1) base salary, which principally reflects an executive
officer's performance and is designed primarily to be competitive with salary
levels in the industry; (2) bonus, which principally reflects our performance;
and (3) long-term incentive compensation, which strengthens the mutuality of
interests between our executive officers and stockholders.
Factors. The principal factors that the compensation committee considered in
ratifying the components of each executive officer's compensation package for
1999 are summarized below. The compensation committee may apply entirely
different factors in advising the chief executive officer and the board of
directors with respect to executive compensation for future years.
. Base Salary. The suggested base salary for each executive officer is
determined on the basis of experience, personal performance, the salary
levels in effect for comparable positions within and outside the industry,
and internal base salary comparability considerations. The
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weight given to each of these factors differs from individual to
individual, as the compensation committee deems appropriate.
. Bonus. The compensation committee may suggest a bonus for each executive
officer determined on the basis of our performance, personal performance,
and the bonus levels in effect for comparable positions within and outside
the industry. The compensation committee establishes annual bonus amounts
for each executive officer based on the bonus levels for comparable
positions, and earned bonus amounts are based on performance results. The
weight given to each of these factors differs from individual to
individual, as the compensation committee deems appropriate. In addition,
the compensation committee may from time to time award additional cash
bonuses when it determines those bonuses to be in our best interest.
. Long-Term Incentive Compensation. Long-term incentives are provided
primarily through grants of stock options. The grants are designed to align
the interests of each executive officer with those of the stockholders and
to provide each individual with a significant incentive to manage SCC from
the perspective of an owner with an equity stake. Each option grant allows
the executive officer to acquire shares of the common stock at a fixed
price per share, typically equal to the market price on the grant date,
over a specified period of time of up to ten years. Options generally
become exercisable in installments over a 50-month period, contingent upon
an executive officer's continued employment with SCC. Accordingly, an
option grant generally provides a return to the executive officer only if
the executive officer remains employed by us during the vesting period, and
then only if the market price of the underlying shares appreciates. The
number of shares subject to each option grant is set at a level intended to
create a meaningful opportunity for stock ownership based on the executive
officer's current position, the base salary associated with that position,
the size of comparable awards made to individuals in similar positions
within the industry, the executive officer's potential for increased
responsibility and promotion over the option term, and the executive
officer's personal performance in recent periods. The compensation
committee also considers the number of unvested options held by the
executive officer in order to maintain an appropriate level of equity
incentive for that executive officer. The compensation committee does not
adhere to any specific guidelines as to the relative option holdings of our
executive officers. Both Mr. Heinrichs and Ms. Nelson were granted options
in 1999 as shown in the Summary Compensation Table.
CEO Compensation. SEC regulations require the board of directors to disclose
the basis for compensation paid to George Heinrichs, our President and Chief
Executive Officer, in 1999 and to discuss the relationship between our
performance factors and Mr. Heinrichs' performance in 1999. In advising the
board with respect to Mr. Heinrichs' compensation, the compensation committee
seeks to establish a level of base salary competitive with that paid by
companies of comparable size within the industry and by companies outside of the
industry with which we compete for executive talent. The base salary
established for Mr. Heinrichs for 1999 on the basis of the foregoing criteria
was intended to provide a level of stability and certainty each year.
Accordingly, this element of compensation was not affected to any significant
degree by our performance factors.
Although the Company incurred losses during 1999, the Company was very
successful in a number of key areas. Management completed several major
strategic objectives that provide a strong foundation for SCC's future success.
These include market demonstration and acceptance of the Direct Services model,
launch of EWE, closure of several key contracts, growth in subscribers managed,
creation of the 2000 Initiative Strategy and the passage of key Federal
legislation which was important for the Company. Based on these accomplishments,
the compensation committee awarded Mr. Heinrichs a bonus and option grants.
Compliance with Internal Revenue Code Section 162(m). As a result of Section
162(m) of the Internal Revenue Code, we are not allowed a federal income tax
deduction for compensation paid to certain executive officers to the extent that
compensation exceeds $1,000,000 per officer in any year. This limitation
applies to all compensation paid to the covered executive officers that is not
considered to have been performance based. The management incentive compensation
plan contains provisions intended to ensure that any compensation deemed paid in
connection with the exercise of stock options granted under the plan with an
exercise price equal to the market price of the common stock on the grant date
will qualify as performance-based compensation. The compensation committee does
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not expect that the compensation that will be paid to either of our executive
officers during 2000 will exceed $1,000,000.
COMPENSATION COMMITTEE
Mary Beth Vitale
Winston J. Wade
Darrell A. Williams
Stock Performance Graph
The graph depicted below shows a comparison of cumulative total stockholder
returns for us, the Nasdaq Stock Market-US Index and a stock index comprised of
companies in a line of business similar to our during the same period.
[GRAPH APPEARS HERE]
The graph covers the period from June 24, 1998, the initial date of the
registration of our common stock under the Securities Exchange Act, to December
31, 1999. The graph assumes that $100 was invested on June 24, 1998 in our
common stock and in each index, and that any dividends were reinvested. No cash
dividends have been declared on our common stock.
Benefit Plans
1998 Stock Incentive Plan
The Company's 1998 Stock Incentive Plan (the "1998 Plan") is intended to serve
as the successor equity incentive program to the Company's 1990 Stock Option
Plan, as amended (the "Predecessor Plan"). The 1998 Plan was adopted by the
Board and the stockholders on April 7, 1998 (the "Plan Effective Date").
A total of 2,560,768 shares of Common Stock have been authorized for issuance
under the 1998 Plan, including automatic increases to date. The share reserve
automatically increases on the first trading day of
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each calendar year, beginning with the 1999 calendar year, by an amount equal to
3% of the total number of shares of Common Stock outstanding on the last trading
day in December of the immediately preceding calendar year, but in no event
shall any such annual increase exceed 731,000 shares. To the extent any unvested
shares of Common Stock issued under the Predecessor Plan are repurchased by the
Company after the date on which the Common Stock is first registered under
Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), at the exercise price paid per share, in connection with the holder's
termination of service, those repurchased shares will be added to the reserve of
Common Stock available for issuance under the 1998 Plan, but in no event shall
more than 476,776 shares be added to the reserve from such repurchases. In no
event may any one participant in the 1998 Plan receive option grants, separately
exercisable stock appreciation rights or direct stock issuances for more than
500,000 shares of Common Stock in the aggregate per calendar year.
On the date on which the Common Stock was first registered under Section 12 of
the Exchange Act, outstanding options issued under the Predecessor Plan were
incorporated into the 1998 Plan. No further option grants will be made under the
Predecessor Plan. The incorporated options will continue to be governed by their
existing terms, unless the Plan Administrator elects to extend one or more
features of the 1998 Plan to those options. Except as otherwise noted below, the
incorporated options have substantially the same terms as will be in effect for
grants made under the Discretionary Option Grant Program of the 1998 Plan.
The 1998 Plan is divided into five separate components: (i) the Discretionary
Option Grant Program, under which eligible individuals in the Company's employ
or service (including officers, non-employee Board members and consultants) may,
in the Plan Administrator's discretion, be granted options to purchase shares of
Common Stock at an exercise price not less than their fair market value on the
grant date; (ii) the Stock Issuance Program, under which such individuals may,
in the Plan Administrator's discretion, be issued shares of Common Stock
directly, through the purchase of such shares at a price not less than their
fair market value at the time of issuance or as a bonus tied to the performance
of services; (iii) the Salary Investment Option Grant Program, which may, in the
Plan Administrator's discretion, be activated for one or more calendar years and
thereby allow executive officers and other highly compensated employees the
opportunity to invest a portion of their base salary in special below-market
stock option grants; (iv) the Automatic Option Grant Program, under which option
grants will automatically be made at periodic intervals to eligible non-employee
Board members to purchase shares of Common Stock at an exercise price equal to
their fair market value on the grant date; and (v) the Director Fee Option Grant
Program, which may, in the Plan Administrator's sole discretion, be activated
for one or more calendar years and thereby allows non-employee Board members the
opportunity to apply all or any portion of the annual retainer fee otherwise
payable to them in cash each year to the acquisition of special below-market
option grants. The Discretionary Option Grant and Stock Issuance Program are
effective. The implementation date, if any, of the Automatic Option Program, the
Salary Investment Option Grant Program and the Director Fee Option Program will
be decided by the Compensation Committee.
The Discretionary Option Grant Program and the Stock Issuance Program are
administered by the Compensation Committee. The Compensation Committee as Plan
Administrator has complete discretion to determine which eligible individuals
are to receive option grants or stock issuances under those programs, the time
or times when such option grants or stock issuances are to be made, the number
of shares subject to each such grant or issuance, the status of any granted
option as either an incentive stock option or a non-statutory stock option under
the Federal tax laws, the vesting schedule to be in effect for the option grant
or stock issuance, and the maximum term for which any granted option is to
remain outstanding. The Compensation Committee also has the exclusive authority
to select the executive officers and other highly compensated employees who may
participate in the Salary Investment Option Grant
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Program in the event that program is activated for one or more calendar years,
but neither the Compensation Committee nor the Board will exercise any
administrative discretion with respect to option grants made under the Salary
Investment Option Grant Program or under the Automatic Option Grant or Director
Fee Option Grant Program for the non-employee Board members.
In the event the Plan Administrator elects to activate the Salary Investment
Option Grant Program for one or more calendar years, each executive officer and
other highly compensated employee of the Company selected for participation may
elect, prior to the start of the calendar year, to reduce his or her base salary
for that calendar year by a specified dollar amount not less than $10,000 nor
more than $50,000. If such election is approved by the Plan Administrator, the
individual will automatically be granted, on the first trading day in January of
the calendar year for which that salary reduction is to be in effect, a non-
statutory option to purchase that number of shares of Common Stock determined by
dividing the salary reduction amount by two-thirds of the fair market value per
share of Common Stock on the grant date. The option will be exercisable at a
price per share equal to one-third of the fair market value of the option shares
on the grant date. As a result, the total spread on the option shares at the
time of grant (the fair market value of the option shares on the grant date less
the aggregate exercise price payable for those shares) will be equal to the
amount of salary invested in that option. The option will vest in a series of 12
equal monthly installments over the calendar year for which the salary reduction
is to be in effect and will be subject to full and immediate vesting upon
certain changes in the ownership or control of the Company.
Should the Automatic Option Grant Program be activated in the future, each
individual who first becomes a non-employee Board member will automatically be
granted an option to purchase 15,000 shares of Common Stock on the date such
individual joins the Board, provided such individual has not been in the prior
employ of the Company. In addition, on the date of each Annual Stockholders
Meeting, each non-employee Board member who is to continue to serve as a non-
employee Board member will automatically be granted an option to purchase 3,000
shares of Common Stock, provided such individual has served on the Board for at
least six months.
Each automatic grant for the non-employee Board members will have a term of 10
years, subject to earlier termination following the optionee's cessation of
Board service. Each automatic option will be immediately exercisable for all of
the option shares; however, any unvested shares purchased under the option will
be subject to repurchase by the Company at the exercise price paid per share
should the optionee cease Board service prior to vesting in those shares. The
shares subject to each initial 15,000 share automatic option grant will vest
over a four-year period, as follows: (i) 25% of the option shares upon the
optionee's completion of one year of Board service measured from the grant date
and (ii) the balance of the option shares in a series of 36 successive equal
monthly installments upon the optionee's completion of each additional month of
service measured from the first anniversary of the grant date. The shares
subject to each annual 3,000 share grant will vest upon the optionee's
completion of one year of Board service measured from the grant date. However,
the shares subject to each automatic option grant will immediately vest in full
upon certain changes in control or ownership of the Company or upon the
optionee's death or disability while a Board member.
Should the Director Fee Option Grant Program be activated in the future, each
non-employee Board member will have the opportunity to apply all or a portion of
the annual retainer fee otherwise payable in cash to the acquisition of a below-
market option grant. The option grant will automatically be made on the first
trading day in January in the calendar year for which the retainer fee would
otherwise be payable in cash. The option will have an exercise price per share
equal to one-third of the fair market value of the option shares on the grant
date, and the number of shares subject to the option will be determined by
dividing the amount of the retainer fee applied to the program by two-thirds of
the fair market value per share of Common Stock on the grant date. As a result,
the total spread on the option (the fair market value of the option shares on
the grant date less the aggregate exercise price payable for those shares) will
be equal to the portion of the retainer fee invested in that option. The option
will become exercisable for the option shares in a series of twelve (12) equal
monthly installments over the calendar year for which the election is to be in
effect. However, the option will become immediately exercisable for all the
option shares upon (i) certain changes in the ownership or control of the
Company or (ii) the death or disability of the optionee while serving as a Board
member.
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The Board may amend or modify the 1998 Plan at any time, subject to any
required stockholder approval. The 1998 Plan will terminate on the earliest of
(i) April 30, 2008, (ii) the date on which all shares available for issuance
under the 1998 Plan have been issued as fully-vested shares or (iii) the
termination of all outstanding options in connection with certain changes in
control or ownership of the Company.
The federal income tax consequences of the issuance and exercise of options
under the 1998 Plan are summarized below. the summary is based on federal income
tax laws in effect as of the date hereof. The summary does not constitute tax
advice and, among other things, does not address possible state, local or
foreign tax consequences.
The grant of an option will have no tax consequences for the grantee or SCC.
In general, the grantee will have no taxable income upon the exercise of an
incentive stock option if the applicable incentive stock option holding period
is satisfied (except that the alternative minium tax may apply) and SCC will is
satisfied (except that the alternative minimum tax may apply) and SCC will have
no deduction upon exercise of the incentive stock option. Upon exercising a non-
qualified option, the grantee will recognize ordinary income in an amount equal
to the difference between the fair market value on the date of exercise of the
stock acquired on exercise and the option exercise price; SCC will be entitled
to a deduction in the same amount, subject to the possible applicability of the
$1,000,000 limitation on deductibility under Section 162(m) of the Code.
Generally, there will be no tax consequence to SCC in connection with a
disposition of shares acquired on exercise of an option, except that SCC may be
entitled to a deduction upon disposition of shares acquired on exercise of an
incentive stock option before the applicable holding period has been satisfied.
Under current rulings of the IRS, a grantee who pays the exercise price for an
option with SCC Common Stock does not recognize gain or loss with respect to the
disposition of the stock transferred in payment of the option price. However,
the grantee normally will recognize ordinary income upon the exercise of a non-
qualified option in the manner discussed above. The grantee's basis in a number
of acquired shares equal to the number surrendered will be the same as the
grantee's basis in the surrendered shares; the grantee's basis in any additional
shares received will be equal to the amount of income the grantee recognizes
upon exercise of the option.
1998 Employee Stock Purchase Plan
The Company's Employee Stock Purchase Plan (the "Purchase Plan") was adopted
by the Board of Directors in March 1998 and approved by the Company's
stockholders in April 1998. A total of 200,000 shares of Common Stock have been
reserved for issuance under the Purchase Plan. There is automatically added to
the Purchase Plan in March of each year (i) that number of shares needed to
restore the maximum aggregate shares available to 200,000 shares or (ii) a
lesser amount determined by the Board. The Purchase Plan, which is intended to
qualify under Section 423 of the Code, provides for two six-month offering
periods each year beginning on the first of January and the first of July,
respectively; however, the initial offering period began on March 1, 1998 and
continued through December 31, 1998. The Purchase Plan is administered by a
committee of at least two disinterested Directors appointed by the Board.
Employees (including officers and employee directors) of the Company are
eligible to participate if they are employed by the Company on a regular full
time or part time basis and if they are regularly scheduled to work more than 20
hours per week. The Purchase Plan permits eligible employees to purchase shares
of Common Stock through periodic payroll deductions at a price equal to the
lower of 85% of the fair market value of the Company's Common Stock at the
beginning or end of the offering period. Employees may end their participation
in the offering at any time during the offering period, and participation ends
automatically on termination of employment with the Company. The Board of
Directors has the power to amend or terminate the Purchase Plan as long as such
action does not adversely affect any outstanding rights to purchase stock
thereunder.
Limitations on Liability and Indemnification Matters
The Company's Amended and Restated Certificate of Incorporation eliminates,
subject to certain exceptions, directors' personal liability to the Company or
its stockholders for monetary damages for breaches of fiduciary duties. The
Amended and Restated Certificate of Incorporation does not, however, eliminate
or limit the personal liability of a Director for (i) any breach of the
Director's duty of loyalty to the Company or its stockholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) unlawful payments of dividends or unlawful stock
repurchases or redemptions as provided in Section 174 of the Delaware General
Corporation Law or (iv) any transaction from which the Director derived an
improper personal benefit.
The Company's Restated Bylaws, which became effective June 23, 1998, provide
that the Company shall indemnify its Directors and executive officers to the
fullest extent permitted under the Delaware General Corporation Law and may
indemnify its other officers, employees and other agents as set forth in the
Delaware General Corporation Law. In addition, the Company entered into
indemnification agreements (the "Indemnification Agreements") with each of its
Directors and executive officers, which became effective on June 23, 1998. The
indemnification agreements contain provisions that require the Company, among
other things, to indemnify its Directors and executive officers against certain
liabilities (other than liabilities arising from intentional or knowing and
culpable violations of law) that may arise by reason of their status or service
as Directors or executive officers of the Company or other entities to which
they provide service at the request of the Company and to advance expenses they
may incur as a result of any proceeding against them as to which they could be
indemnified. The Company believes that these provisions and agreements are
desirable to attract and retain qualified Directors and officers. The Company
has obtained an insurance policy covering Directors and officers for claims that
such Directors and officers may otherwise be required to pay or for which the
Company is required to indemnify them, subject to certain exclusions.
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<PAGE>
Management Incentive Compensation Plan
No formal plan was in place during 1999; however, on April 19, 2000, the Board
approved a discretionary bonus of $120,000 for Mr. Heinrichs for 1999.
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<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Stock Owned by Directors, Executive Officers and Greater-than-5% Stockholders
The following table sets forth certain information as of March 31, 2000, with
respect to the beneficial ownership of the common stock by (1) each person that
we know owns of record or beneficially more than 5% of the outstanding common
stock, (2) each of the named officers, (3) each director, and (4) all current
executive officers and directors as a group.
In accordance with SEC rules, beneficial ownership includes any shares as to
which a person or entity has sole or shared voting power or investment power and
any shares as to which the person or entity has the right to acquire beneficial
ownership within 60 days after March 31, 2000 through the exercise of any stock
option. Except as noted below, we believe that the persons named in the table
have sole voting and investment power with respect to the shares of common stock
set forth opposite their names. Percentage of beneficial ownership is based on
11,152,236 shares of common stock outstanding as of March 31, 2000. Except as
noted, the address of each of our executive officers and directors is in care of
SCC Communications Corp., 6285 Lookout Road, Boulder, Colorado 80301.
<TABLE>
<CAPTION>
Shares Beneficially Owned
-------------------------------------------
Name and Address of Beneficial Owner Number Percent
- ------------------------------------ --------------- -------------
<S> <C> <C>
David Kronfeld (1)......................................................... 1,476,790 13.2%
Boston Capital Ventures Limited Partnership (2)............................ 1,219,626 10.9
45 School Street
Boston, Massachusetts 02109
SBC Communications Inc. (3)................................................ 1,645,214 14.8
175 E. Houston Street
San Antonio, Texas 78205
George A. Heinrichs (4).................................................... 485,257 4.2
Nancy K. Hamilton (5)...................................................... 123,791 1.1
5755 Central Avenue
Boulder, Colorado 80301
Carol L. Nelson (6)........................................................ 16,748 *
Stephen O. James........................................................... 10,330 *
Darrell A. Williams (3).................................................... 740 *
Winston J. Wade............................................................. 403 *
Mary Beth Vitale............................................................ 330 *
Philip B. Livingston........................................................ -- *
All directors and executive officers as a group (6 persons) (7)............. 1,990,598 17.4
</TABLE>
_____________
* Less than 1%.
(1) Includes 1,219,626 shares held by Boston Capital Ventures III Limited
Partnership, 171,223 shares held by JK&B Capital Limited Partnership,
85,611 shares held by JK&B Capital II Limited Partnership and 330 shares
held by Mr. Kronfeld. The general partner of Boston Capital Ventures III
Limited Partnership is BD Partners Limited Partnership. David Kronfeld, a
director of SCC, is a general partner of certain of the entities associated
with the Boston Capital Ventures entities. The general partner of JK&B
Capital Limited Partnership and of JK&B Capital II Limited Partnership is
JK&B Management LLC and Mr. Kronfeld is the manager of JK&B Management LLC.
Mr. Kronfeld disclaims beneficial ownership of any of the shares owned
Boston Capital Ventures III Limited Partnership, JK&B Capital Limited
Partnership and JK&B Capital II Limited Partnership, except to the extent
of his pecuniary interest in certain of such entities.
13
<PAGE>
(2) Includes 1,219,626 shares held by Boston Capital Ventures III Limited
Partnership. The general partner of Boston Capital Ventures III Limited
Partnership is BD Partners Limited Partnership. David Kronfeld, a director
of SCC, is a general partner of certain of the entities associated with the
Boston Capital Ventures entities. Mr. Kronfeld disclaims beneficial
ownership of any of the shares owned Boston Capital Ventures III Limited
Partnership, except to the extent of his pecuniary interest in certain of
such entities.
(3) SBC Venture Capital Corporation (formerly known as Ameritech Development
Corporation) is a wholly owned subsidiary of Ameritech Corporation which
was acquired by SBC Communications Inc. in 1999. Darrell Williams, a
director of SCC, was a Vice President of SBC Venture Capital Corporation
until December 1999. Ameritech Corporation, as the sole stockholder of SBC
Venture Capital Corporation, has voting and investment control over the
shares held by SBC Venture Capital Corporation. Mr. Williams disclaims
beneficial ownership of such shares.
(4) Includes options to purchase 310,966 shares of common stock exercisable
within 60 days of March 31, 2000. Includes 1,539 shares held by Mr.
Heinrichs' minor daughter and 1,539 shares held by Mr. Heinrichs' minor
son.
(5) Includes options to purchase 108,792 shares of common stock exercisable
within 60 days of March 31, 2000. Ms. Hamilton resigned as our Chief
Financial Officer effective May 20, 1999.
(6) Includes options to purchase 10,452 shares of common stock exercisable
within 60 days of March 31, 2000.
(7) Includes options to purchase 321,418 shares of common stock which are
exercisable within 60 days of March 31, 2000. See Notes (1), (3), (4) and
(6).
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Our certificate of incorporation generally eliminates directors' personal
liability to us and our stockholders for monetary damages for breaches of
fiduciary duties. The certificate of incorporation does not eliminate or limit
the personal liability of a director for (1) any breach of the director's duty
of loyalty to us or our stockholders, (2) any act or omission not in good faith
or involving intentional misconduct or a knowing violation of law, (3) any
unlawful payment of dividends or unlawful stock repurchase or redemption or (4)
any transaction from which the director derived an improper personal benefit.
Our by-laws provide that we shall indemnify our directors and executive officers
to the fullest extent permitted under the Delaware General Corporation Law and
that we may indemnify our other officers, employees and agents as set forth in
the Delaware General Corporation Law. In addition, we have entered into
indemnification agreements with each of our directors and executive officers.
The indemnification agreements require us to indemnify our directors and
executive officers against specified liabilities that may arise by reason of
their status or service as directors or executive officers of SCC or other
entities to which they provide service at our request. The indemnification
agreements also require that we advance expenses to our directors and executive
officers incurred as a result of any proceeding against them as to which they
could be indemnified. The indemnification agreements do not provide
indemnification for liabilities arising from intentional or knowing and culpable
violations of law. We intend to execute similar indemnification agreements in
the future with other individuals who become directors or executive officers of
SCC. We believe the indemnification agreements are desirable to attract and
retain qualified directors and executive officers. We have obtained an insurance
policy covering our directors and officers for claims that they may otherwise be
required to pay or for which we are required to indemnify them.
We provide 9-1-1 operations support systems, or OSS, services pursuant to a 9-1-
1 service agreement dated August 31, 1994 with Ameritech Information Systems.
Under a master lease dated March 11, 1996, we lease personal property from
Ameritech Credit Corporation. Ameritech Information Systems and Ameritech Credit
Corporation are affiliates of Ameritech Development Corp., which beneficially
owned approximately 14.8% of our common stock as of February 29, 2000. Under
these agreements, we received net proceeds of approximately $6,979,000 in 1999.
We believe that the terms of the transactions described above were no less
favorable to us than would have been obtained from an unaffiliated third party.
Any further transactions between us and any of our officers,
14
<PAGE>
directors or principal stockholders will be on terms no less favorable to us
than could be obtained from unaffiliated third parties and will be approved by a
majority of the independent and disinterested members of the board of directors.
15
<PAGE>
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, therunto duly authorized, as of April 28, 2000.
SCC COMMUNICATIONS CORP.
By: /s/ Carol Nelson
--------------------------------------
Carol Nelson
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below as of April 28, 2000 by the following persons on
behalf of the registrant and in the capacities indicated.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ George K. Heinrichs President, Chief Executive Officer
----------------------------------------------------- and Director (Principal
George K. Heinrichs Executive Officer)
/s/ Carol Nelson Chief Financial Officer
----------------------------------------------------- (Principal Financial and
Carol Nelson Accounting Officer)
/s/ Stephen O. James Director
-----------------------------------------------------
Stephen O. James
/s/ Philip B. Livingston Director
-----------------------------------------------------
Philip B. Livingston
/s/ Darrell A. Williams Director
-----------------------------------------------------
Darrell A. Williams
/s/ David Kronfeld Director
-----------------------------------------------------
David Kronfeld
/s/ Mary Beth Vitale Director
-----------------------------------------------------
Mary Beth Vitale
/s/ Winston J. Wade Director
-----------------------------------------------------
Winston J. Wade
</TABLE>
16
