<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM 10-K/A-2
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 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 June 30, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT
OF 1934
For the transition period from _______________ to ___________
Commission File Number 0-24544
CYBERGUARD CORPORATION
(Exact name of registrant as specified in its charter)
FLORIDA 65-510339
(State or jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
2000 WEST COMMERCIAL BOULEVARD, SUITE 200, FORT LAUDERDALE, FLORIDA 33309
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 958-3900
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 $.01 per share
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 twelve 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
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. Yes X No
The aggregate market value of voting stock held by nonaffiliates as of
October 28, 1997 was approximately $71,187,804 (based upon the closing sale
price of $8.875 per share on the Nasdaq National Market System on October 24,
1996).
As of October 24, 1997, 8,025,557 shares of the Registrant's $0.01 par
value Common Stock were outstanding.
<PAGE> 2
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
Certain biographical information concerning the Company's executive
officers and directors is presented below.
<TABLE>
<CAPTION>
NAME AGE POSITION
<S> <C> <C>
Robert L. Carberry(1) 54 Chairman of the Board of Directors, President, and
Chief Executive Officer
Patrick O. Wheeler 38 Vice President North American Sales, acting Chief
Financial Officer
Katherine K. Hutchison 39 Vice President and General Manager, TradeWave
Corporation
Robert Lawten 50 Vice President Marketing
Bradley C. Lesher 61 Vice President International Operations
Thomas Patterson(2) 37 Corporate Vice President and Senior Vice President
TradeWave Corporation
Robert F. Perks 53 Vice President North American Operations
Rick A. Siebenaler 34 Vice President Software Development
C. Shelton James(3)(4) 56 Director
Richard P. Rifenburgh(3) 65 Director
Michael F. Maguire(3)(4) 71 Director
David R. Proctor 57 Director
Leland R. Reiswig, Jr.(4) 51 Director
</TABLE>
(1) Mr. Patterson joined the Company following the fiscal year ended June 30,
1997.
(2) Member of the Audit Committee (Mr. Maguire, Chairman).
(3) Member of the Compensation and Stock Option Committee (Mr. James, Chairman).
ROBERT L. CARBERRY. Mr. Carberry was appointed Chairman, President and
Chief Executive Officer of CyberGuard Corporation in June 1996. Before joining
the Company, Mr. Carberry served as Vice President, New Technology for
Blockbuster/Viacom Group and Vice President, Managing Executive for Blockbuster
Technology Holding Corporation. Prior to Blockbuster, Mr. Carberry's 20-year
career with IBM included positions of President of Multimedia Investment
Organization, a division of IBM; Vice President Technology/Business Development
for the Personal Computer Division; Director of the Large Systems Programming
Laboratory; and IBM Corporate Director of Technology Mr. Carberry's term expires
at the 1998 annual meeting of the Company's Shareholders.
PATRICK O. WHEELER. Mr. Wheeler was appointed Vice President North
American Sales in July 1997. Prior, he was Chief Financial Officer and Vice
President Finance for since April 1996 and he remains the Company's acting Chief
Financial Officer. Additionally, in July 1997, Mr. Wheeler was appointed Vice
President of Sales for North America. Mr. Wheeler previously held various
financial and sales positions of increasing responsibility with the Company
including Midwest Regional Sales Manager, Director of Accounting and Senior
Account Manager. Prior to joining the Company in 1984, Mr. Wheeler was employed
by Price Waterhouse L.L.P.
KATHERINE K. HUTCHISON. Ms. Hutchison was appointed Executive Vice
President and General Manager of TradeWave Corporation, CyberGuard's electronic
commerce subsidiary, in April 1997. Prior to this, Ms. Hutchison held various
positions of increasing responsibility with the Company, including Vice
President of Business Development and Director of Marketing. Ms. Hutchison
joined the Company in 1993 from Texas Instruments where she spent 11 years in
various management positions in the Information Technology Group. She also
served as an engineer with the Optical Technology Division of Perkin-Elmer
Corporation.
ROBERT LAWTEN. Mr. Lawten joined CyberGuard Corporation as vice
president of worldwide marketing in April 1997. He was formerly the Director of
Entertainment on Demand Market Development for Viacom's
<PAGE> 3
Blockbuster Entertainment Group. Prior to this, Mr. Lawten served as vice
president and managing director of a semiconductor unit of Western Digital
Corporation. He was previously employed with IBM for 23 years, primarily in
marketing and sales management positions.
BRADLEY C. LESHER. Mr. Lesher joined CyberGuard in July 1994 from IBM
where he served as General Manager of the Latin American Caribbean operations
since November 1991. From 1988 to 1991 Mr. Lesher served as Director of General
Business Systems in IBM's Latin American Headquarters Operation. In this
capacity, Mr. Lesher was responsible for developing and supporting a
distribution channel network of over 200 dealer and agent organizations. He
joined IBM in 1957 and has over 30 years of diverse international management
experience including 19 years of living abroad.
THOMAS PATTERSON. Mr. Patterson joined CyberGuard Corporation in July
1997 as Corporate Vice President and Senior Vice President of TradeWave
Corporation. He was formerly the chief strategist for electronic commerce at
IBM. Prior to IBM, Mr. Patterson was Information Security Director for
MicroElectronics and Computer Technology Corp. (MCC), leading the development of
secure web products and the first certificate authority. Prior to MCC, he led
the development and marketing of a line of PC and network security products for
Centel Corp. With over 15 years of experience in information security and
electronic commerce, Mr. Patterson has advised the White House, U.S. Congress,
National Information Infrastructure Committee, Departments of Defense, Treasury,
Energy and Commerce, and scores of large businesses and organizations around the
world on electronic commerce issues.
ROBERT F. PERKS. Mr. Perks was appointed Vice President North American
Operations for CyberGuard in July 1996, responsible for worldwide customer
support, Government program sales and integration, and manufacturing. In the
prior year, he served as Director of North American Sales for the Company. Mr.
Perks was employed by Computer Products' Real Time Products Corporation from
1992 to 1995 as Director, Customer Service. He was employed by Harris
Corporation from 1977 to 1992.
RICK A. SIEBENALER. Mr. Siebenaler was appointed Vice President of
Software Development for CyberGuard Corporation in April 1996. He also serves as
CyberGuard's Chief Security Technologist. From 1994 to 1996, Mr. Siebenaler
served as Director of Software Development for the Company, and from 1991 to
1994, he served as Chief Engineer. Mr. Siebenaler was previously employed by the
National Security Agency (NSA), an agency within the US Department of Defense,
as chief scientist for the Division of Standards and Guidelines.
C. SHELTON JAMES. Since May 1991, Mr. James has served as Chief
Executive Officer of Elcotel, Inc., a public company that manufactures
telecommunications equipment. Mr. James is President of Fundamental Management
Corporation, an investment management firm specializing in active investment in
small capitalization companies, where he was Executive Vice President from 1990
to April 1993. Prior to 1990, Mr. James was Executive Vice President of Gould,
Inc., a diversified electronics company, and President of Gould's Computer
Systems Division. Mr. James is Chairman of the Board of Directors of Elcotel,
Inc. and serves on the boards of directors of Concurrent Computer Corporation,
CSPI, NAI Technologies, Inc., Fundamental Management Corporation and SK
Technologies, Inc.
RICHARD P. RIFENBURGH. Mr. Rifenburgh joined the Company's Board of
Directors in June 1996 following the sale of the Company's real-time computer
business. Mr. Rifenburgh is Chairman of the Board of Moval Management
Corporation, a privately held company specializing in restoring companies in
financial distress. He is, or in the past five years has been, a member of the
Board of Directors of the following public companies: Concurrent Computer
Corporation since 1991; Tristar Corporation (formerly known as Ross Cosmetics
Distribution Centers, Inc.) since June 1992 and Chairman since August 1992;
and Library Bureau (manufacturer of library furniture) from 1976 to 1995.
MICHAEL F. MAGUIRE. Since 1984, Mr. Maguire has served as President,
director and sole shareholder of Maguire Investment Management, Inc., a
management consulting company. For more than 13 years, Mr. Maguire served as an
executive at Harris Corporation, most recently as Senior Vice President from
1979 to
2
<PAGE> 4
1986. Mr. Maguire serves on the board of directors of Concurrent Computer
Corporation, Paravant Computer Corp., as well as several non-profit
corporations. Mr. Maguire's term expires at the 1999 annual meeting of the
Company's Shareholders.
DAVID R. PROCTOR. Mr. Proctor was appointed a director of the Company
in April 1997. Mr. Proctor has been President and Chief Operating Officer of
Platinum Software Corporation, a supplier of financial software application
programs, from May 1994 to December 1995. Prior to joining Platinum Software,
Mr. Proctor was Vice President of software products for the Personal Software
Products Division of IBM from April 1993 to May 1994. From October 1991 to April
1993, Mr. Proctor was a private consultant providing executive management
services to technology companies. From May 1990 to October 1991, Mr. Proctor was
with Ashton-Tate Corporation, a supplier of business applications software
products, and served as both the Vice President of the Database Division and as
President and Chief Operating Officer. Prior to joining Ashton-Tate, Mr. Proctor
spent 23 years with IBM in several executive capacities. Mr. Proctor presently
serves on the Board of Directors of MTI Technology Corp. Mr. Proctor's term
expires at the 1998 annual meeting of the Company's shareholders.
LELAND R. REISWIG, JR. Mr. Reiswig, who joined the Company's Board of
Directors in October 1996, held numerous positions during his 30-year career at
IBM. He was the General Manager, Technical Strategy for the IBM Software Group
before his retirement in July 1, 1996. While General Manager of IBM's Personal
Software Products Division from 1990 to 1995, he was responsible for worldwide
development, marketing, sales, and support for OS/2, PC-DOS, OS/2 LAN Server and
several other PC-based software offerings. His years at IBM also included
services as ESD Vice President of Programming; ESD Austin Lab Director; System
Manager, ESD Communications and Date Management Systems Software; and Product
Manager of Business and Personal Information Products. Mr. Reiswig's term
expires at the 1999 annual meeting of the Company's Shareholders.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information with respect to the
annual and long-term compensation of the Company's Chief Executive Officer and
the Company's other executive officers for the fiscal year ended June 30, 1997,
the nine months ended June 30, 1996, and the fiscal year ended September 30,
1995. In July 1996, the Company's Board of Directors voted to change the
Company's fiscal year end from September 30 to June 30. Accordingly, the table
below sets forth with respect to fiscal year 1996 only such compensation as was
received by the executive officers named during the nine months ended June 30,
1996.
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
ANNUAL COMPENSATION AWARDS
- ---------------------------------------------------------------------- ------------------------
OTHER RESTRICTED ALL OTHER
NAME AND FISCAL ANNUAL STOCK COMPEN-
PRINCIPAL YEAR COMPEN- AWARDS(S) OPTIONS SATION(2)
POSITION (1) SALARY($) BONUS($) SATION($) ($) (#) ($)
----------
<S> <C> <C> <C> <C>
Robert L. Carberry 1997 192,300 103,125 -- -- 100,000 9,500
Chairman, President and 1996 39,229 -- -- -- 339,000 --
Chief Executive Officer
Patrick O. Wheeler 1997 120,687 47,000 -- -- -- 7,653
Vice President North 1996 94,128 -- -- -- 75,000 5,676
American Sales 1995 120,016 10,000 -- -- 3,000 7,132
Katherine K. Hutchison 1997 91,667 38,250 -- -- 15,000 7,094
Vice President and 1996 87,617 -- -- -- 60,000 5,257
General Manager, 1995 75,000 -- -- -- 12,600 4,492
TradeWave Corporation
</TABLE>
3
<PAGE> 5
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
ANNUAL COMPENSATION AWARDS
- ---------------------------------------------------------------------- ------------------------
OTHER RESTRICTED ALL OTHER
NAME AND FISCAL ANNUAL STOCK COMPEN-
PRINCIPAL YEAR COMPEN- AWARDS(S) OPTIONS SATION(2)
POSITION (1) SALARY($) BONUS($) SATION($) ($) (#) ($)
----------
<S> <C> <C> <C> <C>
Robert Lawten 1997 15,577 -- -- 18,000 -- --
Vice President Marketing
Bradley C. Lesher 1997 111,060 111,250 -- -- -- 9,750
Vice President 1996 88,628 25,000 -- 39,000 5,318
International Operations 1995 110,001 12,500 -- -- 60,000 1,015
Robert F. Perks 1997 90,000 38,250 34,961(3) -- -- 5,400
Vice President North 1996 81,499 -- -- 60,000 4,890
American Operations
Rick A. Siebenaler 1997 88,177 30,600 -- -- -- 5,400
Vice President Software 1996 86,687 -- -- -- 60,600 5,400
Development 1995 75,302 -- -- -- 10,701 4,518
</TABLE>
(1) For the fiscal year ended June 30, 1997, the nine months ended June 30, 1996
and the fiscal year ended September 30, 1995. Bonuses for the fiscal year
ended June 30, 1997 and the nine months ended June 30, 1996 were accrued
during such periods but were paid in August 1997 and 1996, respectively.
(2) Amounts reported represent contributions to the Company's Retirement Plan.
(3) Represents sales commissions
OPTION GRANTS IN THE FISCAL YEAR ENDED JUNE 30, 1997
The following table shows all grants during the fiscal year ended June
30, 1997 and thereafter of stock options under the Company's Stock Incentive
Plan (the "Stock Incentive Plan") to the executive officers named in the Summary
Compensation Table.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- -------------------------------------------------------------------------- POTENTIAL REALIZABLE
PERCENT OF VALUE AT ASSUMED ANNUAL
NUMBER OF TOTAL OPTIONS RATES OF STOCK PRICE
SECURITIES GRANTED EXERCISE APPRECIATION FOR
UNDERLYING TO EMPLOYEES OR BASE OPTION TERM(1)
OPTION IN FISCAL PRICE EXPIRATION -----------------------
NAME GRANTED(#) YEAR(%) ($/SHARE) DATE 5%($) 10%($)
<S> <C> <C> <C> <C> <C> <C>
Robert L. Carberry 100,000 24.76% 9.25 7/24/06 $581,728 $1,474,212
Katherine K. Hutchison 15,000 3.71% 9.37 4/08/02 $38,852 $85,853
Robert Lawten 50,000 12.38% 9.00 4/13/02 $124,327 $274,730
</TABLE>
(1) The potential realizable values set forth under these columns result from
calculations assuming 5% and 10% annualized stock price growth rates from
grant dates to expiration dates as set by the Commission and are not
intended to forecast future price appreciation of the Company's Common Stock
based upon growth at these prescribed rates. The Company is not aware of any
formula that will determine with reasonable accuracy a present value based
on future unknown factors. Actual gains, if any, on stock option exercises
are dependent on the future performance of the Company. There can be no
assurance that the amounts reflected in this table will be achieved.
Following the fiscal year end, the Company issued options to purchase
Common Stock to the following executives in the following amounts (all such
options are exercisable at the fair market value on the date of the grant):
Patrick Wheeler--25,000; Robert Lawten--50,000; Bradley Lesher--25,000; and
Thomas Patterson--100,000.
4
<PAGE> 6
OPTION EXERCISES AND PERIOD-END VALUES
The following table provides information as to the number and value of
unexercised options to purchase the Company's Common Stock held by the named
executive officers at June 30, 1997, based on a closing sale price of $8.875 per
share on June 30, 1997. None of the named executive officers exercised any
options during the fiscal year ended June 30, 1997.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING VALUE OF EXERCISED
UNEXERCISED OPTIONS AT FISCAL IN-THE-MONEY OPTIONS AT FISCAL
YEAR-END(#) YEAR-END
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(1)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
Robert L. Carberry 113,000/326,000 --/--
Patrick O. Wheeler 28,000/50,000 103,260/168,750
Katherine K. Hutchison 32,600/55,000 146,139/135,000
Robert Lawten --/50,000 --/--
Bradley C. Lesher 79,000/20,000 448,935/67,500
Robert F. Perks 20,000/40,000 67,500/135,000
Rick A. Siebenaler 31,301/40,000 137,236/135,000
</TABLE>
(1) Based on the difference between the closing price of the Company's common
stock on June 30, 1997 ($8.875) and the exercise price of the options. On
October 23, 1997, the closing price of the Company's common stock was $8.69
per share.
COMPENSATION PLANS
The Company and Mr. Carberry entered into an agreement dated as of
March 5, 1996 (the "Carberry Employment Agreement"), effective as of April 12,
1996. The Carberry Employment Agreement provides for the employment of Mr.
Carberry as Chairman of the Board, President and Chief Executive Officer of the
Company at an annual base salary of $200,000, $225,000 and $250,000 for the
first, second and third twelve-month periods, respectively, of the Carberry
Employment Agreement. The Carberry Employment Agreement provides, as of March 5,
1996, for Mr. Carberry to be granted options to purchase 339,000 shares of the
Company's Common Stock at an exercise price of $10.67 per share and becoming
exercisable in three equal installments of 113,000 on each of March 5, 1997,
1998, and 1999. The Carberry Employment Agreement provides for Mr. Carberry to
have a target bonus for the achievement of certain performance objectives to be
established by the Company of 50% of his annual base salary.
The Company may terminate the Carberry Employment Agreement for
"cause." The Carberry Employment Agreement defines "cause" as willful acts
against the Company intended to enrich Mr. Carberry at the expense of the
Company, the conviction of Mr. Carberry for a felony involving moral turpitude,
willful and gross neglect by Mr. Carberry of his duties or the intentional
failure of Mr. Carberry to observe policies of the Company's Board of Directors
that have or will have a material adverse effect on the Company. If the Carberry
Employment Agreement is terminated by the Company (other than for "cause" or the
death, disability or normal retirement of Mr. Carberry) or by Mr. Carberry for
"good reason," Mr. Carberry will receive severance pay of two times his annual
base salary and two times his target bonus as in effect immediately prior to
termination, and all of Mr. Carberry's stock options and stock appreciation
rights will be exercisable at termination. If Mr. Carberry's employment with the
Company is terminated within one year following a "change in control" of the
Company (other than for "cause" or the death, disability or normal retirement of
Mr. Carberry) or by Mr. Carberry for "good reason," Mr. Carberry will receive
severance pay of three times his annual base salary and three times his target
bonus as in effect immediately prior to termination, and all of Mr. Carberry's
stock options and stock appreciation rights will become exercisable at
termination. If Mr. Carberry's employment is terminated at any time by the
Company for "cause" or by Mr.
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<PAGE> 7
Carberry other than for "good reason," the Carberry Employment Agreement
prohibits Mr. Carberry from engaging in any business competitive with the
business of the Company for a one-year period following the effective date of
termination. If Mr. Carberry's employment is terminated by the Company (other
than for "cause" or the death, disability or normal retirement of Mr. Carberry)
or by Mr. Carberry for "good reason," other than within one year of a "change in
control," the Carberry Employment Agreement prohibits Mr. Carberry from engaging
in any business competitive with the business of the Company for a two-year
period following the effective date of termination.
In addition to the Carberry Employment Agreement, the Company has
employment agreements its other executive officers. Such employment agreements,
other than the Carberry Employment Agreement, are referred to herein as the
"Executive Employment Agreements." The base salaries under such Employment
Agreements are $125,000 for Mr. Wheeler, $115,000 for Ms. Hutchison, $100,000
for Mr. Lawten, $115,000 for Mr. Lesher, $125,000 for Mr. Patterson, $100,000
for Mr. Perks, and $100,000 for Mr. Siebenaler. Certain of the Executive
Employment Agreements also provide or are expected to provide, as the case may
be, for bonuses based on certain Company performance targets in initial amounts
based upon the following percentages of base salary: Mr. Wheeler--40%; Ms.
Hutchison--50%; Mr. Lawten--50%; Mr. Lesher--50%; Mr. Patterson--40%; Mr.
Perks--50%; and Mr. Siebenaler--40%.
The Executive Employment Agreements contain severance provisions that
apply if the executive officer's employment is terminated within three years
after the occurrence of a change of control. In the event that any such employee
is terminated by the Company within three years following the occurrence of a
change in control or by such employee for "good reason", such employee will be
entitled to receive on the date of such termination an amount equal to, among
other things, a specific multiple of such employee's base salary, target bonus
under the Company's bonus program, and any performance award payable under the
Stock Incentive Plan or similar plan, as well as any other benefits which any
such employee would be entitled to where termination was without "cause" or with
"good reason" by employee.
The Executive Employment Agreements may be terminated by either the
Company or the respective executive officer at any time. In the event the
executive officer resigns without "good reason" or is terminated for "cause,"
compensation under the employment agreements will end. In the event any such
employment agreement is terminated by the Company without "cause" or the
executive officer resigns for "good reason," the terminated executive officer
will receive, among other things, severance compensation equal to a specified
multiple of such employee's annual base salary and target bonus under the
Company's bonus program. In addition, upon termination without "cause" or
resignation with "good reason," all non-statutory options and stock appreciation
rights of all such executive officers will be immediately exercisable upon
termination of employment and certain other awards previously made under any of
the Company's compensation plans or programs and previously not paid will
immediately vest on the date of such termination. Termination by the Company or
by the executive (except for such termination occurring within three years after
a change of control) give rise to certain noncompetition and nonsolicitation
provisions.
The Executive Employment Agreements contain severance provisions that
apply if the executive officer's employment is terminated within three years
after the occurrence of a change of control. In the event that any such employee
is terminated by the Company within three years following the occurrence of a
change in control or by such employee for "good reason", such employee will be
entitled to receive on the date of such termination an amount equal to, among
other things, a specific multiple of such employee's base salary, target bonus
under the Company's bonus program, and any performance award payable under the
Stock Incentive Plan or similar plan, as well as any other benefits which any
such employee would be entitled to where termination was without "cause" or with
"good reason" by employee.
STOCK INCENTIVE PLAN. The Company has adopted the Stock Incentive Stock
Plan pursuant to which 2,025,000 shares of Common Stock have been authorized for
issuance. The primary purpose of the Stock Incentive Plan is to attract and
retain capable executives and employees by offering them a greater personal
interest in the Company's business through stock ownership. The Stock Incentive
Plan provides for the granting of stock options (including incentive stock
options meeting the requirements of the Internal Revenue Code), restricted
stock, stock appreciation rights, performance awards, and other stock-based
awards. In the case of stock options, the Stock Incentive Plan provides that the
exercise price of any stock option granted under the Stock Incentive Plan must
be equal to the fair market value of the shares underlying the option on the
date of grant. Any stock options granted under the Stock Incentive Plan expire
no later than ten years from the date of their granting. No award under the
Stock Incentive Plan is transferable except upon the death of the optionee. In
the event of a change of control of the Company, all outstanding awards become
immediately exercisable prior to the occurrence of the change in control, in the
manner determined by the Compensation and Stock Option Committee. A change in
control is deemed to occur if any person or entity acquires 20% or more of the
outstanding shares of the Company or if, as a result of any tender or exchange
offer, merger or other business combination, sale of assets or contested
election, there is a change of a majority of the directors.
6
<PAGE> 8
\
DIRECTOR COMPENSATION. Upon joining the Board of Directors, all
non-employee directors receive 6,000 options to purchase Common Stock of the
Company. In addition, on the date of each annual meeting of shareholders, each
director who is not an employee of the Company is automatically granted an
option to purchase 1,500 shares of common stock of the Company. All such options
are non-statutory stock options and priced at 100% of the fair market value on
the date of grant. In the event of a director's retirement, the options which
are exercisable at the date of retirement will be exercisable for three months
thereafter, and, in the event of a director's death, the options which are
exercisable at the date of death will be exercisable for the next succeeding
twelve months. Neither the Board of Directors nor any committee of the Board of
Directors has any discretion with respect to options granted to non-employee
directors pursuant to the Stock Incentive Plan.
In addition to grants pursuant to the Stock Incentive Plan,
non-employee directors of the Company receive a $15,000 annual retainer payable
upon election as a director of the Company at an annual meeting of shareholders
(and a pro rata amount to any non-employee who becomes a director of the Company
thereafter, payable at the time of becoming a director) and $1,000 per Board of
Directors meeting attended. In addition, directors receive $750 ($1,000 for the
Chairman) for attendance at any meeting of a committee of the Board of
Directors, payable at any such meeting, except for committee meetings held on
the same day as Board of Directors meetings, in which case no such fee will be
payable. Directors are also reimbursed for travel and lodging expenses in
connection with Board of Directors and committee meetings.
ITEM 12. SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT
The following sets forth, as of October 27, 1997 information with
respect to the beneficial ownership of the Company's Common Stock by: (i) each
person known by the Company to beneficially own more than 5% of the outstanding
shares of the Company's Common Stock; (ii) each director of the Company; (iii)
each of the Company's named executive officers; and (iv) all directors and
executive officers as a group. Unless otherwise indicated, each of the
shareholders named in this table: (a) has sole voting and investment power with
respect to all shares of Common Stock beneficially owned and (b) has the same
address as the Company.
<TABLE>
<CAPTION>
NUMBER OF PERCENT
NAME/ADDRESS SHARES OF CLASS
<S> <C> <C>
Robert L. Carberry(1)(2) .......................................... 115,500 1.42%
Patrick O. Wheeler(2) ............................................. 28,000 *
Katherine K. Hutchinson(2) ........................................ 32,900 *
Robert Lawten...................................................... 2,000 *
Bradley C. Lesher(2) .............................................. 80,596 1.00%
Thomas Patterson................................................... 2,000 *
Robert F. Perks(2) ................................................ 20,000 *
Rick A. Siebenaler(2) ............................................. 31,301 *
C. Shelton James(2)(3)............................................. 22,500 *
Michael F. Maguire(2) ............................................. 22,500 *
David R. Proctor(2)................................................ 21,000 *
Leland R. Reiswig, Jr.(2).......................................... 8,500 *
Richard P. Rifenburgh(2)........................................... 7,500 *
All directors and officers as a group (13 persons) ................ 394,297 4.48%
</TABLE>
- ------------------
* Less than 1%
(1) Does not include options that are not currently exercisable to purchase an
additional 326,000 shares of Common Stock
(2) Includes options that are currently exercisable to purchase Common Stock in
the following amounts: Mr. Carberry--113,000 shares; Mr. Wheeler--28,000
shares; Ms. Hutchison--32,600 shares; Mr. Lesher--79,000 shares; Mr.
Perks--20,000 shares; Mr. Siebenaler--31,301 shares; Mr. James--22,500
shares; and Mr. Maguire--22,500 shares; Mr. Proctor--21,000 shares;
Mr.Reiswig--7,500 shares; and Mr. Rifenburgh--7,500 shares.
(3) Does not include 139,100 shares that are deemed beneficially owned by Mr.
James as a result of his serving as an executive officer and director of
various investment limited partnerships.
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<PAGE> 9
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Brian Foremny, who until May 1997 was a member of the Board of
Directors and serves as the Company's General Counsel, was until November 1996 a
partner at the law firm of Holland & Knight LLP, which serves as the Company's
outside legal counsel.
David Proctor, who serves as a member of the Board of Directors of the
Company, also performs certain consulting services for the Company. As
compensation for such services, during the fiscal year ended June 30, 1997, Mr.
Proctor received an option to purchase 15,000 shares of Common Stock at a price
of $10.50 per share.
8
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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
behalf of the undersigned, thereunto duly authorized.
CYBERGUARD CORPORATION
October 28, 1997 By: /s/ ROBERT L. CARBERRY
-----------------------------
Robert L. Carberry
Chairman, President and Chief
Executive Officer
9
