<PAGE>
The following items were the subject of a Form 12b-25 and
are included herein: Items 10, 11 and 12.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------------
FORM 10-K/A No. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year Ended Commission File Number
September 30, 1997 0-24934
PRI AUTOMATION, INC.
(Exact name of registrant as specified in its charter)
Massachusetts 04-2495703
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation)
805 Middlesex Turnpike
Billerica, MA 01821
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (978) 670-4270
-------------------
Securities registered pursuant to Section 12(b) of the Act:
COMMON STOCK, PAR VALUE $.01
Securities registered pursuant to Section 12(g) of the Act:
NONE
-------------------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of
the Registrant, based on the closing price of the Common Stock on December 2,
1997 as reported by the Nasdaq National Market, was approximately $406,781,528.
Shares of Common Stock held by each executive officer and director of the
Registrant and by each person known by the Registrant to own beneficially 5% or
more of the outstanding Common Stock have been excluded from this computation in
that such persons may be deemed to be affiliates. That such persons have been
deemed affiliates for purposes of this computation should not be considered a
conclusive determination for any other purpose.
As of December 2, 1997, the Registrant had outstanding 15,146,026 shares of
Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
================================================================================
<PAGE>
THE FOLLOWING ITEMS WERE THE SUBJECT OF A FORM 12B-25 AND ARE INCLUDED
HEREIN: ITEMS 10, 11 AND 12.
Explanation for this Amendment:
- ------------------------------
The Annual Report on Form 10-K of PRI Automation, Inc. (the "Company") for
the Company's fiscal year ended September 30, 1997 (the "1997 Form 10-K") is
being amended hereby to include the items and exhibits listed below:
Item Description
- ---- -----------
Item 10 Directors and Executive Officers of the Registrant
Item 11 Executive Compensation
Item 12 Security Ownership of Certain Beneficial Owners and Management
Exhibit 21.1 List of Subsidiaries of the Company
Exhibit 23.1 Consent of Coopers & Lybrand L.L.P.
The Company's 1997 Form 10-K, as originally filed with the Securities and
Exchange Commission (the "Commission") on December 29, 1997, incorporated into
such form the information required by Items 10, 11 and 12 of Form 10-K by
reference to the Company's Definitive Proxy Statement for its 1998 Annual
Meeting of Stockholders (the "Proxy Statement"). The Proxy Statement was not
filed with the Commission within 120 days of the close of the Company's fiscal
year ended September 30, 1997, however. Accordingly, the 1997 Form 10-K is
being amended hereby to include the information that was originally expected to
be incorporated by reference. Exhibits 21.1 and 23.1, filed hereunto, were
inadvertently omitted from the 1977 Form 10-K, as originally filed with the
Commission.
The Amendment
- -------------
Items 10, 11 and 12 in Part III of the 1997 Form 10-K are hereby amended by
deleting the texts thereof in their entirety and substituting therefor the
following:
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information concerning each director
and each executive officer of the Company:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Mordechai Wiesler....................... 67 Chairman of the Board, Chief Executive Officer,
Treasurer and Director
Mitchell G. Tyson....................... 43 President, Chief Operating Officer and
Director
Stephen D. Allison...................... 52 Chief Financial Officer
Robert G. Postle........................ 43 Vice President, Marketing and Sales
Robert Klimm............................ 46 Vice President, Operations
</TABLE>
2
<PAGE>
<TABLE>
<S> <C> <C>
Amram Rasiel (1)........................ 67 Director
Boruch B. Frusztajer (1)(2)............. 67 Director
Alexander V. d'Arbeloff(2).............. 70 Director
</TABLE>
- ----------------------
(1) Member of the Audit Committee
(2) Member of the Compensation Committee
MORDECHAI WIESLER, a founder of the Company, has been Chief Executive
Officer, Treasurer and a director of the Company since its inception and served
as its President from its inception until February 1995. Mr. Wiesler was also
the founder, president and chairman of the Transistor Automation Corporation
until its sale to Teledyne, Inc. in 1966. Mr. Wiesler is currently director of
SEMI-SEMATECH, Inc., a trade association of American manufacturers of
semiconductor manufacturing equipment.
MITCHELL G. TYSON was elected to the office of President and named a
director of the Company in 1995. Mr. Tyson has been Chief Operating Officer of
the Company since 1990. From 1987 to 1990, he served as Vice President,
Operations of the Company. From 1984 to 1987, Mr. Tyson was the director of
product management of GCA Corporation, a manufacturer of semiconductor capital
equipment.
STEPHEN D. ALLISON is Chief Financial Officer of the Company. He joined
the Company in 1997. Mr. Allison was Vice President and Chief Financial Officer
of Helix Technology Corporation, a manufacturer of cryogenic vacuum systems,
from 1995 to 1997. Mr. Allison also served as Vice President, Finance of
Behring Diagnostic Systems, Inc., a supplier of immunoassay test and analysis
systems, from 1991 to 1995, served as Vice President, Planning of Bay State
Health Care, Inc., from 1989 to 1991 and worked at Teradyne, Inc. in various
financial positions from 1974 to 1989.
ROBERT G. POSTLE joined the Company in 1994 as Vice President, Marketing
and Sales. From 1989 to 1994, Mr. Postle was Vice President of Marketing and
Sales at ULVAC Technologies, Inc., a manufacturer of vacuum technology products.
From 1987 to 1989, Mr. Postle was Vice President of Marketing and Sales at ASM
Ion Implant, Inc., a manufacturer of ion implantation equipment.
ROBERT KLIMM joined the Company as Vice President, Operations of the
Company in 1997. From 1990 to 1997, Mr. Klimm held a number of positions at
Eaton Corporation ("Eaton"), including General Manager of Eaton's Implant
Systems Division. From 1982 to 1990, he was employed by BTU Engineering
International, Inc., which supplies thermal processing equipment to the
semiconductor industry, serving that company as Vice President, Marketing when
he left it to work for Eaton.
AMRAM RASIEL has been a director of the Company since 1982. Dr. Rasiel is
a private investor and, from December 1989 to May 1990, was Co-Chief Executive
Officer of ENSR Corporation, an environmental engineering firm. Dr. Rasiel is a
director of Progress Software Corporation, a provider of application development
software, and of a number of privately-held companies.
BORUCH B. FRUSZTAJER became a director of the Company in 1982. Mr.
Frusztajer has been the President of BBF Corporation, an industrial management
company, since 1984. He is a director of CSP Inc., a manufacturer of embedded
signal processors, and of a number of privately-held companies.
3
<PAGE>
ALEXANDER V. D'ARBELOFF became a director of the Company in 1982. Mr.
d'Arbeloff has been President and CEO of Teradyne, Inc., a manufacturer of
automatic testing equipment used in the manufacture of semiconductors, since
1971. Since 1977, Mr. d'Arbeloff has served as Chairman of the Board of
Teradyne. He is a director of Stratus Computer, Inc., of BTU Engineering
International, Inc., and of a number of privately-held companies.
ITEM 11. EXECUTIVE COMPENSATION
The following table provides certain summary information concerning the
compensation earned by the Company's Chief Executive Officer and each of the
four other most highly compensated executive officers of the Company who were
serving as executive officers at the end of the Company's fiscal year ended
September 30, 1997 (collectively, the "Named Executive Officers") for services
rendered in all capacities to the Company during the fiscal years ended
September 30, 1997, 1996 and 1995 ("fiscal 1997," "fiscal 1996" and "fiscal
1995," respectively):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
-----------------
AWARDS
-----------------
ANNUAL COMPENSATION(1) SECURITIES ALL OTHER
NAME AND FISCAL ------------------------ UNDERLYING COMPENSATION
PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS(#) ($)(2)
------------------ ---- --------- -------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Mordechai Wiesler........................ 1997 $243,077 $187,500 40,000 $11,050
Chief Executive Officer 1996 $211,153 $ 90,000 11,700 $11,500
1995 $184,939 $ 90,000 15,000 $ 5,675
Mitchell G. Tyson........................ 1997 $218,077 $168,750 40,000 $ 5,260
President and Chief Operating Officer 1996 $191,922 $ 90,000 15,300 $ 5,483
1995 $165,823 $100,000 20,000 $ 1,942
Robert G. Postle......................... 1997 $155,847 $100,000 25,000 $ 5,180
Vice President, Marketing and Sales 1996 $140,962 $ 54,000 10,800 $ 4,103
1995 $130,000 $ 68,000 -- $ 602
Robert Klimm (3)......................... 1997 $100,010 $ 52,055 40,000 $ 1,764
Vice President, Operations 1996 -- -- -- --
1995 -- -- -- --
Stephen D. Allison (3)................... 1997 $ 84,135 $ 35,096 30,000 $ 1,512
Chief Financial Officer 1996 -- -- -- --
1995 -- -- -- --
</TABLE>
- -------------------------
(1) In accordance with the rules of the Commission, other compensation in the
form of perquisites and other personal benefits has been omitted because
such perquisites and other personal benefits constituted less than $50,000
and less than ten percent of the total annual salary and bonus for each
executive officer.
(2) The amounts reported include the Company's contributions to the Company's
Savings and Retirement Plan during fiscal 1997, fiscal 1996 and fiscal
1995, respectively, for the benefit of Mr. Wiesler ($4,750, $5,200 and
$1,895), Mr. Tyson ($4,750, $4,973 and $1,636) and Mr. Postle ($4,675,
$3,629 and $350) and during fiscal 1997 for the benefit of Mr. Klimm
($1,615) and Mr. Allison ($1,410) and premiums paid by the Company on
excess life insurance policies during fiscal 1997, fiscal 1996 and fiscal
1995, respectively, for Mr. Wiesler ($6,300, $6,300 and $3,780), Mr. Tyson
($510, $510 and $306) and Mr. Postle ($505, $474 and $252) and during
fiscal 1997 for Mr. Klimm ($149) and Mr. Allison ($102).
4
<PAGE>
(3) Messrs. Allison and Klimm joined the Company during fiscal 1997 and,
therefore, received compensation for only a portion of such fiscal year.
OPTION GRANTS IN LAST FISCAL YEAR
The following table contains information concerning stock option grants
under the PRI Automation, Inc. 1994 Incentive and Nonqualified Stock Option Plan
(the "1994 Plan") to the Company's Chief Executive Officer and each of the other
Named Executive Officers made during fiscal 1997:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
% OF TOTAL ANNUAL RATES OF STOCK
OPTIONS PRICE APPRECIATION FOR
GRANTED TO EXERCISE OR OPTION TERM (3)
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION -------------------------
NAME GRANTED(#)(1) FISCAL YEAR ($/SHARE)(2) DATE 5% ($) 10% ($)
---- ------------- ----------- ------------ ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Mordechai Wiesler.................. 7,700(4) 1.11% $17.69 11/20/02 $ 46,319 $105,082
32,300(5) 4.65% $17.69 11/20/02 $194,299 $440,798
Mitchell G. Tyson.................. 6,590(4) 0.95% $17.69 11/20/02 $ 39,642 $ 89,934
33,410(5) 4.81% $17.69 11/20/02 $200,976 $455,946
Robert G. Postle................... 10,100(4) 1.45% $17.69 11/20/02 $ 60,756 $137,835
14,900(5) 2.14% $17.69 11/20/02 $ 89,630 $203,340
Robert Klimm....................... 25,728(4) 3.70% $22.56 04/25/03 $197,421 $447,882
14,272(5) 2.05% $22.56 04/25/03 $109,515 $248,452
Stephen D. Allison................. 23,728(4) 3.41% $22.56 04/25/03 $182,075 $413,065
6,272(5) 0.90% $22.56 04/25/03 $ 48,128 $109,185
</TABLE>
- -------------
(1) Options vest in 20 quarterly installments, beginning on 2/20/97 and
ending on 11/20/01 for the options granted to Messrs. Wiesler, Tyson and
Postle and beginning on 7/25/97 and ending on 4/25/02 for the options
granted to Messrs. Klimm and Allison.
(2) All options were granted at exercise prices not less than fair market
value, which was determined by the Board of Directors of the Company to be
the last sale price of the Common Stock on the date of grant as reported
by the Nasdaq National Market.
(3) Amounts reported in this column represent hypothetical values that may be
realized upon exercise of the options immediately prior to the expiration
of their term, assuming the specified compounded rates of appreciation of
the Company's Common Stock over the term of the options. These numbers are
calculated based on rules promulgated by the Commission and do not
represent the Company's estimate of future stock price growth. Actual
gains, if any, on stock option exercises and Common Stock holdings are
dependent on the timing of such exercises and the future performance of
the Company's Common Stock. There can be no assurance that the rates of
appreciation assumed in this table can be achieved or that the amounts
reflected will be received by the Named Executive Officers. This table
does not take into account any appreciation in price of the Common Stock
from the date of grant to the current date. The values shown are net of
the option price, but do not include deductions for taxes or other
expenses associated with the exercise.
(4) Represents an incentive stock option. See Note 1.
(5) Represents a nonqualified stock option. See Note 1.
5
<PAGE>
OPTION/SAR EXERCISES AND FISCAL YEAR-END VALUES
The following table sets forth information concerning option exercises
and holdings under the PRI Automation, Inc. 1984 Incentive Stock Option Plan and
the 1994 Plan as of September 30, 1997 with respect to the Company's Chief
Executive Officer and the other Named Executive Officers:
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
COMMON STOCK UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES VALUE FISCAL YEAR-END (#) FISCAL YEAR-END $(2)
ACQUIRED ON REALIZED ---------------------------- ----------------------------
NAME EXERCISE (#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Mordechai Wiesler....... 6,750 $144,450 97,427 85,973 $5,171,745 $4,042,428
Mitchell G. Tyson....... 40,000 $887,500 158,460 95,140 $8,622,112 $4,503,564
Robert G. Postle........ 18,168 $317,523 4,018 48,790 $ 191,477 $2,233,061
Robert Klimm ........... -- $ -- 2,000 38,000 $ 71,875 $1,365,625
Stephen D. Allison...... -- $ -- 1,500 28,500 $ 53,906 $1,024,219
</TABLE>
- ----------------------
(1) Amounts disclosed in this column do not necessarily reflect amounts
received by the Named Executive Officers but are calculated based on the
difference between the fair market value of the Company's Common Stock on
the date of exercise and the exercise price of the options. Named
Executive Officers will receive cash only if and when they sell the Common
Stock issued upon exercise of the options, and the amount of cash received
by such individuals is dependent on the price of the Company's Common
Stock at the time of such sale.
(2) Calculated on the basis of the last sale price of the Common Stock on
September 30, 1997 as reported by the Nasdaq National Market ($58.50 per
share), less the applicable option exercise price.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock as of February 2, 1998 by (i)
each person or entity known to the Company to own beneficially five percent or
more of the Company's Common Stock, (ii) each director of the Company, (iii) the
Chief Executive Officer of the Company and the other Named Executive Officers
who were serving as executive officers at the end of fiscal 1997 and (iv) by the
executive officers and directors of the Company as a group:
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED(1)(2)
----------------------------
NAME NUMBER PERCENT
---- -------- ---------
<S> <C> <C>
Mordechai Wiesler(3)(4) .............................................. 977,901 5.0%
Dr. Amram Rasiel(5) .................................................. 564,710 2.9
Mitchell G. Tyson(6) ................................................. 261,431 1.3
Boruch B. Frusztajer(7) .............................................. 95,512 *
Alexander V. d'Arbeloff(8) ........................................... 76,784 *
</TABLE>
6
<PAGE>
<TABLE>
<S> <C> <C>
Robert G. Postle(9) .................................................. 13,315 *
Robert Klimm(10) ..................................................... 8,710 *
Stephen D. Allison(11) ............................................... 5,230 *
All directors and executive officers as a group
(8 persons)(12) ..................................................... 2,003,593 10.07%
</TABLE>
- ----------------
* Less than one percent.
(1) Beneficial ownership is determined in accordance with the rules of the
Commission. The persons named in this table have sole voting and
investment power with respect to all shares of Common Stock shown as
beneficially owned by them, subject to community property laws where
applicable and subject to the information contained in the footnotes to
this table. Shares of the Company's Common Stock subject to options
currently exercisable or exercisable within 60 days following the date of
this table are deemed outstanding for computing the share ownership and
percentage of the person holding such options, but are not deemed
outstanding for computing the percentage of any other person.
(2) The number of shares of Common Stock deemed outstanding as of the date of
this table is 19,544,971. Those shares include 4,364,020 shares issued by
the Company in connection with its acquisition of Equipe Technologies,
Inc. ("Equipe") and of two companies related to Equipe, effective on
January 22, 1998.
(3) Address is in care of PRI Automation, Inc., 805 Middlesex Turnpike,
Billerica, Massachusetts 01821-3986.
(4) Includes 102,581 shares issuable upon the exercise of outstanding options
exercisable within 60 days of the date of this table.
(5) Includes 15,000 shares issuable upon the exercise of outstanding options
exercisable within 60 days of the date of this table.
(6) Includes 177,770 shares issuable upon the exercise of outstanding options
exercisable within 60 days of the date of this table and 5,250 shares held
by Mr. Tyson's minor children.
(7) Includes 15,000 shares issuable upon the exercise of outstanding options
exercisable within 60 days of the date of this table and 58,762 shares
held by members of Mr. Frusztajer's family.
(8) Includes 15,000 shares issuable upon the exercise of outstanding options
exercisable within 60 days of the date of this table.
(9) Includes 13,053 shares issuable upon the exercise of outstanding options
exercisable within 60 days of the date of this table.
(10) Includes 6,600 shares issuable upon the exercise of outstanding options
exercisable within 60 days of the date of this table.
(11) Includes 5,100 shares issuable upon the exercise of outstanding options
exercisable within 60 days of the date of this table.
(12) See notes (4) to (11).
7
<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 amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
PRI AUTOMATION, INC.
Date: February 12, 1998 By: /s/ Stephen D. Allison
---------------------------
Stephen D. Allison
Chief Financial Officer
8
<PAGE>
Exhibit 21.1
PRI AUTOMATION, INC.
SUBSIDIARIES
<TABLE>
<CAPTION>
Name Jurisdiction of Incorporation
- ---- -----------------------------
<S> <C>
PRI Automation SARL France
PRI Automation Ireland, Inc. Ireland
PRI Automation Korea, Inc. Korea
PRI Automation Taiwan Ltd. Taiwan
PRI Automation LTD United Kingdom
PRI Automation Israel, Inc. Israel
Precision Robots FSC, Inc. U.S. Virgin Islands
PRI Security Corporation Massachusetts
PRI Automation GmbH Germany (incorporated on 1/12/98)
</TABLE>
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements of
PRI Automation, Inc. on Form S-8 (File Numbers 33-90702, 33-90726, 33-90732,
333-3408, 333-25217 and 333-41067) and Form S-3 (File Number 333-42167), of our
report dated November 12, 1997, on our audits of the consolidated financial
statements of PRI Automation, Inc. as of September 30, 1997 and 1996, and for
each of the three years in the period ended September 30, 1997, which report is
included in the Company's 1997 Annual Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
December 29, 1997
