SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM 10-K/A
(Amendment No. 1 to Form 10-K)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission File Number 0-25036
VIDEONICS, INC.
(Exact name of Registrant as specified in its charter)
California 77-0118151
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1370 Dell Ave., Campbell, California 95008
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 866-8300
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
without par value Nasdaq National Market System
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 the 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. [ ]
At March 31, 1998, the aggregate market value of Common Stock held by
non-affiliates of the Registrant was approximately $7,837,003
As of March 31, 1998, there were 5,812,899 shares of the Registrant's
Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
Items 10, 11, 12 and 13 of Part III of the Annual Report on Form 10-K for
the fiscal year ended December 31, 1997, of Videonics Inc. (the "Company" or the
"Registrant") previously filed with the Securities and Exchange Commission
("SEC") are hereby amended and restated to read in their entirety as follows:
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers and directors of the Company are as follows:
Director /
Name Age Position Officer Since
Michael L. D'Addio 53 Chairman, CEO 1986
& Director
Yeshwant Kamath 49 President & 1997
Director
Jeffrey A. Burt 44 V.P. Operations 1992
James Francis 33 E.V.P of Sales 1992
and Marketing
Mark C. Hahn 48 V.P., Chief 1986
Technical Officer,
Secretary & Director
James A. McNeill 52 V.P. of Finance, 1993
CFO & Assistant
Secretary
Stephen L. Peters 43 V.P. of Research 1996
& Development
Carl E. Berg 60 Director 1987
N. William Jasper, Jr. 49 Director 1993
Michael L. D'Addio, a co-founder of the Company, has served as Chief
Executive Officer and Chairman of the Board of Directors since the Company's
inception in July 1986. In addition Mr. D'Addio served as the Company's
President from July 1986 until November 1997. From May 1979 through November
1985 Mr. D'Addio served as President, Chief Executive Officer and Chairman of
the Board of Directors of Corvus Systems, a manufacturer of small computers and
networking systems. Mr. D'Addio holds an A.B. degree in Mathematics from
Northeastern University.
Dr. Yeshwant Kamath, has served as President of the Company since November
1997. From 1993 to 1996, Dr. Kamath was the CEO and co-founder of KUB Systems,
the assets of which were acquired by Videonics in 1996. From 1982 to 1992, he
was the CEO and co-founder of Abekas Video Systems, which was acquired by
Carlton Communications, Plc. Dr. Kamath received his MS in Electronics from
Syracuse University in 1972 and his Ph.D. in Electronics from the University of
California at Berkeley in 1975. Dr. Kamath currently serves on the Board of
Directors of two public companies, Elantec Semiconductor, Inc. and Euphonix,
Inc. and is on the Board of Directors of KTEH, the San Jose based PBS television
station.
Jeffrey A. Burt has served as Vice President of Operations of the Company
since April 1992. From August 1991 to March 1992, Mr. Burt served the Company as
its Materials Manager. Prior to that time, from October 1990 until July 1991,
Mr. Burt acted as a consultant to the Company in the area of materials
management. From May 1989 to October 1990, Mr. Burt served as the Director of
Manufacturing of On Command Video. Mr. Burt holds a B.A. degree in Economics
from the University of Wisconsin at Whitewater.
James Francis served as Executive Vice President of Sales and Marketing
from September 1995 until November 1997, at which time he resigned as an officer
of the Company. From March 1992 to August 1995, Mr. Francis served the Company
as its Vice President of International Sales. From May 1990 to March 1992, Mr.
Francis served the Company as its Manager of Far East Marketing. Prior to
joining the Company in 1990 Mr. Francis worked as a computer programmer with IBM
Corporation. Mr. Francis holds a B.S. degree in Electrical Engineering and
Japanese from Brigham Young University.
Mark C. Hahn, a co-founder of the Company, has served as the Company's
Chief Technical Officer since February 1996, and Corporate Secretary and
Director since the Company's inception. Previously, Mr. Hahn served as the
Company's Vice President of Research and Development from its inception. Prior
to co-founding the Company, Mr. Hahn served as Vice President of Research and
Chief Technologist of Corvus Systems from May 1979 to February 1986. Mr. Hahn
holds a B.S. degree in Electrical Engineering from Princeton University and a
M.S. degree in Electrical Engineering from Stanford University.
James A. McNeill has served the Company as its Vice President of Finance
and Chief Financial Officer since November 1993. Mr. McNeill has served as
Assistant Secretary since October 1994. From 1991 until joining the Company, Mr.
McNeill served as Vice President, Finance of JHK & Associates, Inc., a
professional services firm. From 1978 to 1991, he served successively as Vice
President of Finance and President of U.S. Controls Holding, Inc. and its
subsidiaries, Reactor Controls, Inc. and Project Integration, Inc. Mr. McNeill
holds a B.S. degree in Accounting from Pennsylvania State University and is a
C.P.A. under the laws of California.
Stephen L. Peters has served the Company as its Vice President of Research
and Development since February 1996. From 1994 to February 1996, Mr. Peters
acted as a consultant in the areas of international business planning and
product development. From 1976 to 1980 and from 1983 to 1994, he served as a
Division Manager, R&D Manager, R&D Section Manager, Project Manager, and
development engineer at Hewlett-Packard. From 1980 to 1983 he served as Project
manager and senior engineer at Advanced Technology Labs. Mr. Peters holds B.S.
degrees from Oregon State University in Engineering Physics and Pre-medicine.
Carl E. Berg, a co-founder of the Company, has served on the Company's
Board of Directors since June 1987. Mr. Berg is currently, and has for the last
eight years been, a private venture capital investor and industrial real estate
developer. Mr. Berg is also a member of the Board of Directors of Integrated
Device Technology, Inc., Valence Technology, Inc. and Systems Integrated
Research.
N. William Jasper, Jr. joined the Board of Directors of the Company in
August 1993. Since 1983, Mr. Jasper has been the President and Chief Operating
Officer of Dolby Laboratories, Inc.
BOARD COMMITTEES AND MEETINGS
During the year ending December 31, 1997, there were four meetings of the
Company's Board of Directors at which all members were present, except for Mr.
Hahn, who was not present at one meeting.
The Audit Committee was established on December 15, 1994. The members of
the Audit Committee are Messrs. Berg and Jasper, neither of whom is an employee
of the Company. The functions of the Audit Committee are to define the scope of
the audit, review the auditor's reports and comments, and monitor the internal
auditing procedures of the Company. The Audit Committee did not meet during
1997.
The Compensation Committee was established on October 27, 1994. The
members of the Compensation Committee are Messrs. Berg and Jasper, neither of
whom is employed by the Company. The Compensation Committee makes
recommendations with respect to compensation of senior officers and granting of
stock options and stock awards.
The Compensation Committee met one time during 1997.
The Company does not presently have a Nominating Committee.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the total compensation earned by the Chief
Executive Officer and other of the executive officers of the Company whose
salary and bonus for 1997 exceeded $100,000 for services rendered in all
capacities for the years ended December 31, 1997, 1996 and 1995.
<TABLE>
Summary Compensation Table
Annual Long-Term
Compensation Compensation All Other
Salary Bonus Option/ Compensation
Principal Position Year ($) ($) SARs (#) ($) (3)
- ------------------ ---- --- --- -------- -------
<S> <C> <C> <C> <C> <C>
Michael L. D'Addio 1997 $130,667 0 0 0
Chief Executive Officer 1996 $92,000 $2,704 0 0
1995 $92,000 $19,068 0 0
Yeshwant Kamath 1997 $100,500(1) $5,000(1) 40,008(2) 0
President
Jeffrey A. Burt 1997 $110,000 0 30,000(4) $30,200
Vice President of 1996 $92,000 $3,362 30,000 $70,517
Operations 1995 $92,000 $19,068 0 $64,133
James Francis 1997 $50,000(7) $84,454(5) 56,512(6) $10,442
Executive Vice President of 1996 $52,000 $124,160(5) 51,504 0
Sales and Marketing 1995 $52,000 $149,958(5) 5,000 $229,875
James A. McNeill 1997 $121,667 $11,667 30,000(8) 0
Vice President of 1996 $92,000 $2,704 30,000 0
Finance, CFO & 1995 $92,000 $19,068 0 0
Assistant Secretary
Stephen L. Peters 1997 $98,000 $42,000 60,010(9) $10,000(10)
Vice President of 1996 $85,750(11) $36,750(11) 50,004 0
Research and Development
</TABLE>
(1) Dr. Kamath was appointed President of the Company in November 1997.
According to his employment agreement, Dr. Kamath was guaranteed a
$5,000 bonus for the year 1997.
(2) Includes repriced options to purchase 40,008 shares of Common Stock.
(3) Amounts represent gain recognized on exercise of nonstatutory stock
options issued under the Company's 1987 Stock Option Plan.
(4) Includes repriced options to purchase 30,000 shares of Common Stock.
(5) With respect to Mr. Francis, bonus amounts are commissions calculated as
a percentage of sales revenues.
(6) Includes repriced options to purchase 56,512 shares of Common Stock.
(7) Mr. Francis resigned from the Company in December 1997.
(8) Includes repriced options to purchase 30,000 shares of Common Stock.
(9) Includes repriced options to purchase 50,008 shares of Common Stock.
(10) Represents relocation bonus.
(11) Mr. Peters joined the Company in February 1996. Mr. Peters was guaranteed
a bonus of $3,500 per month during his first year of employment.
Accordingly, the 1996 Summary Compensation Table information set forth
above for 1996 includes only that compensation earned by Mr. Peters from
February 19, 1996 through December 31, 1996.
<PAGE>
The following tables set forth as to the Chief Executive Officer and each
of the executive officers named under the summary compensation table, certain
information with respect to options to purchase shares of Common Stock of the
Company as of and for the year ended December 31, 1997. No options were granted
to Michael L. D'Addio, the Chief Executive Officer, for such year.
<TABLE>
Option/SAR Grants in 1997
Number of % of Total Potential Realizable
Securities Options/ Value at Assumed Annual
Underlying SARs Exercise Rates of Stock Price
Option/ Granted to or Base Appreciation for
SARs Employees Price Option Term (5)
<S> <C> <C> <C> <C> <C> <C> <C>
Name (#) (1) 1997 (2) Share) Date 0% ($) 5% ($) 10% ($)
- --------------------- -------- -------- ------ ----- ------ ------ -------
Jeffrey A. Burt 30,000(3) 3.2% $5.00 8/19/07 0 $94,334 $239,061
James Francis 56,512(3) 6.1% $5.00 8/19/07 0 $177,700 $450,328
Yeshwant Kamath 40,008(3) 4.3% $5.00 8/19/07 0 $125,804 $318,812
James A. McNeill 30,000(3) 3.2% $5.00 8/19/07 0 $94,334 $239,061
Stephen L. Peters 10,002(4) 1.1% $3.81 4/15/07 0 $23,985 $60,782
50,008(3) 5.4% $5.00 8/19/07 0 $157,249 $398,499
</TABLE>
(1) Options granted in this table have exercise prices equal to the fair
market value on the date of grant. All such options typically become
exercisable at a rate of 1/8 after the first full six months of
employment, and 1/8 every six months thereafter for a total four year
vesting period following the date of grant. Options granted prior to
August 19, 1997, typically became exercisable at a rate of 1/6 after the
first full six months of employment, and 1/6 every six months thereafter
for a total three year vesting period following the date of grant.
(2) The Company granted options to purchase a total of 929,534 shares of
Common Stock to employees in 1997.
(3) Options were issued in connection with the Company's August 19, 1997
repricing. Repriced options had vesting periods extended from three years
to four years.
(4) Mr. Peters grant of 10,002 shares in April 1997 were issued under a three
year vesting schedule.
(5) Potential realizable value assumes that the stock price increases from
the date of grant until the end of the option term (10 years) at the
annual rate specified (0%, 5%, 10%). Annual compounding results in total
appreciation of 63% (at 5% per year) and 159% (at 10% per year). The 5%
and 10% assumed rates of appreciation (over the deemed fair market value
at the grant date) are mandated by the rules of the Securities and
Exchange Commission and do not represent the Company's estimate or
projection of the future of the Company's Common Stock.
<PAGE>
<TABLE>
Aggregated Option/SAR Exercises in 1997
and Year-End Option/SAR Values
Shares Number of Securities Value of Unexercised
Acquired on Value Underlying Unexercised In-the-Money Options/SARs
Exercise Realized Options/SARs at Year-End at Year-End(1)
Name # $ Exercisable Unexercisable Exercisable Unexercisable
- -------------------- --------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Michael L. D'Addio - - - - - -
Yeshwant Kamath - - 15,003 25,005 - -
Jeffrey A. Burt 6,000 $30,200 38,250 18,750 $98,775 -
James Francis 2,000 $10,442 56,881 - $102,433 -
Mark C. Hahn - - - - - -
James A. McNeill - - 11,250 18,750 - -
Stephen L. Peters - - 20,420 39,590 $520 $2,601
</TABLE>
(1) Calculated on the basis of the closing price of $4.13 on December 31,
1997, minus the exercise price.
<TABLE>
Ten-Year Option/SAR Repricing
Market Length of
Number of Price of Exercise Original
Securities Stock at Price at Option Term
Underlying Time of Time of Remaining at
Option/SARs Repricing Repricing New Date of
Repriced or or or Exercise Repricing or
Name Date Amended Amendment Amendment Price Amendment
- ---------------------- ---- ------- --------- --------- ----- ---------
<S> <C> <C> <C> <C> <C> <C>
Jeffrey A. Burt 8/19/97 30,000 $5.00 $7.50 $5.00 8 years 177 days
James Francis 8/19/97 5,000 $5.00 $11.75 $5.00 7 years 139 days
8/19/97 51,512 $5.00 $7.50 $5.00 8 years 177 days
Yeshwant Kamath 8/19/97 40,008 $5.00 $9.00 $5.00 8 years 285 days
James A. McNeill 8/19/97 30,000 $5.00 $7.50 $5.00 8 years 177 days
Stephen L. Peters 8/19/97 50,008 $5.00 $7.50 $5.00 8 years 177 days
</TABLE>
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
BENEFICIAL OWNERS
The following table sets forth, as of March 6, 1998, certain information
with respect to each person known by the Company to be a beneficial owner, as
defined in Rule 13d-3 ("Rule 13d-3") promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended (the "1934
Act"), of more than 5% of the outstanding Common Stock of the Company.
Percentage of
Name and Address Number of Shares Outstanding
of Beneficial Owner Beneficially Owned Common Stock
Carl E. Berg
10050 Bandley Drive
Cupertino, CA 95014 1,142,305 19%
Michael L. D'Addio
1370 Dell Avenue
Campbell, CA 95008(1) 902,962 15%
Mark C. Hahn
1370 Dell Avenue
Campbell, CA 95008(2) 563,831 9%
Joseph M. Cohen; Cowen &
Company; Cowen, Incorporated
Financial Square
New York, NY 10005-3597 541,500 9%
State of Wisconsin
Investment Board
P.O. Box 7842
Madison, WI 53707 535,000 9%
Wisdom Tree
Capital Management
1633 Broadway
38th Floor
New York, NY 10019 533,105 9%
(1) Includes 6,000 shares subject to stock options exercisable as of March 6,
1998 or within 60 days thereafter held by Mr. D'Addio's spouse, a Company
employee.
(2) Includes 6,000 shares subject to stock options exercisable as of March 6,
1998 or within 60 days thereafter held by Mr. Hahn's spouse, a Company
employee.
<PAGE>
MANAGEMENT
The following table sets forth certain information, as of March 6, 1998
concerning each director and each executive officer, including their beneficial
ownership as defined in Rule 13d-3, of shares of Common Stock and beneficial
ownership of Common Stock by all officers and directors as a group.
<TABLE>
Director/ Shares Percent
Officer Beneficially Beneficially
Name Age Since Positions Owned Owned
<S> <C> <C> <C> <C> <C>
Carl E. Berg 60 1987 Director 1,142,305 19%
Michael L. D'Addio(1) 53 1986 Chairman, CEO, 902,962 15
& Director
Mark C. Hahn(2) 48 1986 V.P., Chief 563,831 9
Technical Officer,
Secretary & Director
N. William Jasper, Jr.(3) 49 1993 Director 32,813 *
Yeshwant Kamath(4) 49 1997 President & Director 15,003 *
Jeffrey A. Burt(5) 44 1992 V.P. of Operations 42,000 *
James Francis(6) 33 1992 E.V.P. of Sales and 56,881 *
Marketing
James A. McNeill(7) 52 1993 V.P. of Finance, 95,000 2
CFO & Assistant
Secretary
Stephen L. Peters(8) 43 1996 V.P. of Research and 29,338 *
Development
All executive officers and directors as a Group (9 persons)(9) 2,880,133 48%
</TABLE>
* Represents less than 1%
(1) Includes 6,000 shares subject to stock options exercisable as of March 6,
1998 or within 60 days thereafter held by Mr. D'Addio's spouse, a Company
employee.
(2) Includes 6,000 shares subject to stock options exercisable as of March 6,
1998 or within 60 days thereafter held by Mr. Hahn's spouse, a Company
employee.
(3) Includes 32,813 shares subject to stock options exercisable as of March
6, 1998 or within 60 days thereafter.
(4) Includes 15,003 shares subject to stock options exercisable as of March
6, 1998 or within 60 days thereafter.
(5) Includes 42,000 shares subject to stock options exercisable as of March
6, 1998 or within 60 days thereafter.
(6) Includes 56,881 shares subject to stock options exercisable as of March
6, 1998 or within 60 days thereafter.
(7) Includes 15,000 shares subject to stock options exercisable as of March
6, 1998 or within 60 days thereafter.
(8) Includes 28,338 shares subject to stock options exercisable as of March
6, 1998 or within 60 days thereafter.
(9) Includes an aggregate of 202,035 shares subject to stock options included
pursuant to notes (1) - (8).
EMPLOYMENT AGREEMENTS
In February 1996, the Company entered into an employment agreement with
Mr. Peters, pursuant to which he presently receives a base salary of $98,000 per
year, plus a guaranteed bonus of $42,000 the first year, $38,000 in the second
year, and $34,000 in the third year. In addition, Mr. Peters is eligible to
receive an incentive bonus, in his second and third years of employment, based
on performance. Pursuant to this agreement, Mr. Peters received an option to
purchase 50,004 shares of the Company's Common Stock under the Stock Option Plan
at an exercise price of $7.50 per share which vests over three years. The
agreement provides that if Mr. Peters is terminated within one year after a
merger or buyout, his shares will be fully vested and he will receive one year's
severance pay.
In November 1997, the Company entered into an employment agreement with
Dr. Kamath, pursuant to which he presently receives a base salary of $150,000
per year, with a guaranteed bonus of $5,000 for 1997. In addition, Dr. Kamath is
eligible to receive an incentive bonus, in 1998, based on performance. Pursuant
to this agreement, Dr. Kamath is to receive options to purchase 320,000 shares
of the Company's Common Stock. These options are to be granted by the Company's
Board of Directors no later than March 31, 1998, at fair market value, and will
vest over four years. The agreement provides that if Dr. Kamath is terminated
within one year after a merger or buyout, his shares will be fully vested and he
will receive one years severance pay.
REMUNERATION OF NON-EMPLOYEE DIRECTORS
The Company does not compensate non-employee directors who are also major
shareholders, such as Mr. Berg, for their services. Other non-employee
directors, such as Mr. Jasper, receive $500 for each board meeting attended.
REPORT OF THE COMPENSATION COMMITTEE WITH RESPECT TO EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee") was
established on October 27, 1994. The functions of the Committee are to make
recommendations to the Board concerning salaries and incentive compensation for
the Company's executive officers.
The Company's executive compensation program has been designed to (i)
attract and retain executives capable of leading the Company to meet its
business objectives and to motivate them to enhance long-term shareholder value
through compensation that is comparable to the levels offered by other companies
in similar industries; (ii) motivate key executive officers to achieve strategic
business initiatives and reward them for their achievement; and (iii) align the
interests of executives with the long-term interests of the Company's
shareholders through award opportunities resulting in the ownership of the
Company's Common Stock. Annual compensation for the Company's executive officers
may consist of three elements: cash salary, cash incentive bonus, and stock
option grants. Stock option grants provide an incentive which focuses the
executive's attention on managing the Company from the perspective of an owner
with an equity stake in the business. These stock options will generally provide
value to the recipient only when the price of the Company's stock increases
above the option grant price.
The Committee recognizes that the salary paid to Mr. D'Addio, the Company's
Chief Executive Officer, is substantially below that paid to others in
comparable positions of similar companies. Therefore, the Committee increased
the annual salary of Mr. D'Addio to $150,000 in 1997 from $92,000. Mr. D'Addio
had previously declined salary increases recommended by the Committee since
1994. The Committee believes that Mr. D'Addio's current salary is still
significantly below the salary of CEO's in comparable public companies. However,
Mr. D'Addio has to date declined any additional increase.
During 1998, it is anticipated that the Committee will conduct annual
performance reviews comparing actual Company progress against annual plans.
Elements of such plans, including progress on product development, sales and
marketing, expense control and organizational development, may be considered.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
The Compensation Committee consists of Messrs. Berg and Jasper, neither of
whom is employed by the Company. There are no Compensation Committee interlocks
between the Company and other entities involving the Company's executive
officers and Board members who serve as executive officers of such entities.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors, executive officers, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file with
the Commission initial reports of ownership and reports of changes in ownership
of Common Stock and other equity securities of the Company. Officers, directors
and greater than ten percent shareholders are required by Commission regulation
to furnish the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of such
reports and amendments thereto furnished to the Company and written
representations that no other reports were required, all Section 16(a) filing
requirements applicable to its officers, directors and greater than ten percent
beneficial owners were complied with during the year ended December 31, 1997,
provided, however, that two timely filed Form 4 reports for Mr. Berg were later
amended to reflect the nature of ownership of the applicate securities.
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There is no pending litigation or proceeding involving a director,
officer, employee or other agent of the Company as to which indemnification from
the Company is being sought nor is the Company aware of any pending or
threatened litigation that may result in claims for indemnification by any
director, officer, employee or other agents.
Pursuant to Mr. Peters' employment agreement, the Company loaned Mr.
Peters $250,000 on January 24, 1998. The loan bears interest at a rate of 6% per
annum, and is due and payable in one lump sum on January 4, 2000. The loan is
secured by a deed of trust on Mr. Peters' home in Saratoga, California.
PERFORMANCE MEASUREMENT COMPARISON
The following graph compares the total shareholder return of the Common
Stock of the Company, CRSP Total Return Index for the Nasdaq Stock Market
(Domestic Companies) and the CRSP Total Return Index for the Nasdaq Electronic
Component Companies, since December 15, 1994. The graph assumes that $100.00 was
invested on December 15, 1994, the effective date of the Company's initial
public offering of Common Stock.
(The following descriptive data is supplied in accordance with Rule 304(d) of
Regulation S-T)
<TABLE>
Cumulative Total Return
----------------------------------------------------
<S> <C> <C> <C> <C> <C>
12/15/94 12/31/94 12/31/95 12/31/96 12/31/97
Videonics, Inc. 100 116 107 81 38
Nasdaq (Domestic) 100 103 149 183 225
Electronic Component Companies 100 106 175 303 317
</TABLE>
The Company's stock was publicly traded for sixteen calendar days during
the Company's year ended December 31, 1994. These indices are calculated on a
dividend reinvested basis. The Company emphasizes that the performance of the
Company's stock over the period shown is not necessarily indicative of the
future performance of the Company's stock.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Amendment No. 1 to Form
10-K to be signed on its behalf by the undersigned, thereunto duly authorized,
on this 21st day of April, 1998.
VIDEONICS, INC.
By: /s/ Michael L. D'Addio By: /s/ James A. McNeill
Michael L. D'Addio James A. McNeill
Chief Executive Vice President of Finance,
Officer Chief Financial Officer
and Assistant Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment No. 1 to Form 10-K has been signed below by the following persons on
behalf of the Company and in the capacities and on the date indicated.
Name and Signature Title Date
/s/ Michael L. D'Addio Chairman of the Board April 21, 1998
- ---------------------
Michael L. D'Addio and CEO
/s/ B. Yeshwant Kamath President April 21, 1998
- ---------------------
B. Yeshwant Kamath
/s/ Mark C. Hahn Vice President and Chief April 21, 1998
- ---------------------
Mark C. Hahn Technical Officer
/s/ Carl E. Berg Director April 21, 1998
- ---------------------
Carl E. Berg
/s/ N. William Jasper, Jr. Director April 21, 1998
- --------------------------
N. William Jasper, Jr.
