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, 1998
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. [X]
At March 31, 1999, the aggregate market value of Common Stock held by
non-affiliates of the Registrant was approximately $2,537,707
As of March 31, 1999, there were 5,858,149 shares of the Registrant's
Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
A portion of Item 8 of Part II and Items 10, 11, 12 and 13 of Part III
of the Annual Report on Form 10-K for the fiscal year ended December 31, 1998,
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 II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The report of PricewaterhouseCoopers LLP, independent accountants, is
set forth on page 3.
2
<PAGE>
Report of Independent Accountants
To the Board of Directors and Shareholders of
Videonics, Inc.:
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, of shareholder's equity and of cash flows
present fairly, in all material respects, the financial position of Videonics,
Inc. and its subsidiaries at December 31, 1998 and 1997, and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 1998, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.
/s/ PricewaterhouseCoopers LLP
San Jose, California
March 26, 1999
3
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers and directors of the Company as of December 31,
1998 are as follows:
Director /
Name Age Position Officer Since
- ---- --- -------- -------------
Michael L. D'Addio 54 Chairman of the 1986
Board, Chief
Executive Officer
& Director
Yeshwant Kamath 50 President & 1997
Director
Jeffrey A. Burt 45 V.P. Operations 1992
Mark C. Hahn 49 V.P., Chief 1986
Technical Officer,
Secretary & Director
James A. McNeill 53 V.P. of Finance, 1993
CFO & Assistant
Secretary
Stephen L. Peters 44 V.P. of Research 1996
& Development
Carl E. Berg 61 Director 1987
N. William Jasper, Jr. 51 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, which was acquired by Videonics. 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
4
<PAGE>
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.
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 in July 1986. Previously, Mr. Hahn served
as the Company's Vice President of Research and Development. 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. Mr. McNeill was promoted to the position of
Senior Vice President of the Company on February 4, 1999.
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.
Mr. Peters resigned as the Company's Vice President of Research and Development
on March 5, 1999.
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
nine 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.
5
<PAGE>
BOARD COMMITTEES AND MEETINGS
During the year ending December 31, 1998, there were five meetings of
the Company's Board of Directors at which all members were present.
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 met one time
during 1998.
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 did not meet during
1998.
The Company does not presently have a Nominating Committee.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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 from the reporting persons that no other reports were required,
the Company believes that 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, 1998.
6
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the total compensation earned by the
Chief Executive Officer and each of the four most highly compensated executive
officers of the Company whose salary and bonus for fiscal year 1998 exceeded
$100,000 for services rendered in all capacities for the years ended December
31, 1998, 1997, and 1996.
<TABLE>
Summary Compensation Table
<CAPTION>
Annual Long-Term
Compensation(2) Compensation
------------------------ ------------ All Other
Name and Salary Bonus Option/ Compensation
Principal Position Year ($) ($) SARs (#) ($)
- ------------------ ---- --- --- -------- ----
<S> <C> <C> <C> <C> <C>
Michael L. D'Addio 1998 $150,000 0 0 0
Chief Executive Officer 1997 $130,667 0 0 0
1996 $92,000 $2,704 0 0
Yeshwant Kamath 1998 $150,000 $42,500 680,008(5) 0
President 1997 $100,500(3) $5,000(3) 40,008(4) 0
Jeffrey A. Burt 1998 $122,693 0 30,000(6) 0
Vice President of 1997 $110,000 0 30,000(6) $30,200(1)
Operations 1996 $92,000 $3,362 30,000 $70,517(1)
James A. McNeill 1998 $150,000 0 30,000(7) 0
Vice President of 1997 $121,667 $11,667 30,000(7) 0
Finance, CFO & 1996 $92,000 $2,704 30,000 0
Assistant Secretary
Stephen L. Peters 1998 $98,000 $42,000 50,008(10) 0
Vice President of 1997 $98,000 $42,000 60,010(10) $10,000(9)
Research and Development 1996 $85,750(8) $36,750(8) 50,004 0
<FN>
- ----------
(1) Amounts represent gain recognized on exercise of nonstatutory stock options
issued under the Company's 1987 Stock Option Plan.
(2) Except for annual compensation reported below, there is no other annual
compensation to report.
7
<PAGE>
(3) 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.
(4) Includes repriced options to purchase 40,008 shares of Common Stock.
(5) Includes repriced options to purchase 360,008 shares of Common Stock.
(6) Includes repriced options to purchase 30,000 shares of Common Stock.
(7) Includes repriced options to purchase 30,000 shares of Common Stock.
(8) Mr. Peters joined the Company in February 1996. Mr. Peters was guaranteed a
bonus of $3,500 per month during his first year of employment. Accordingly,
the Summary Compensation Table information for 1996 set forth above
includes only that compensation earned by Mr. Peters from February 19, 1996
through December 31, 1996.
(9) Represents relocation bonus.
(10) Includes repriced options to purchase 50,008 shares of Common Stock.
</FN>
</TABLE>
8
<PAGE>
The following tables set forth as to the Chief Executive Officer and each
of the other executive officers named in the Summary Compensation Table, certain
information with respect to options to purchase shares of Common Stock of the
Company as of and for the year ended December 31, 1998.
<TABLE>
Option/SAR Grants in 1998
<CAPTION>
Number of % of Total Potential Realizable
Securities Options/ Value at Assumed Annual
Underlying SARs Exercise Rates of Stock Price
Option/ Granted to or Base Appreciation for
SARs Employees Price Option Term(5)
Granted In ($/per Exp. --------------------------------
Name (#)(1) 1998(2) Share) Date 0% ($) 5% ($) 10% ($)
- --------------------- -------- ------- ------ ---- ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C>
Jeffrey A. Burt 30,000(3) 2.0% $1.50 6/24/08 0 $28,300 $71,718
Yeshwant Kamath 360,008(3) 24.0% $1.50 6/24/08 0 $339,611 $860,640
320,000(4) 21.3% $2.10 3/23/08 0 $427,648 $1,083,745
James A. McNeill 30,000(3) 2.0% $1.50 6/24/08 0 $28,300 $71,718
Stephen L. Peters 50,008(3) 3.3% $1.50 6/24/08 0 $47,175 $119,550
<FN>
- ----------------------
(1) Options granted in this table have exercise prices equal to the fair market
value of the Company's Common Stock 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.
(2) The Company granted options to purchase a total of 1,503,246 shares of
Common Stock to employees and Directors in 1998. Included in the options
granted are 989,222 of options that were issued in connection with the
Company's repricing on June 24, 1998.
(3) Options were issued in connection with the Company's June 24, 1998
repricing. Repriced options will follow the vesting of the original vesting
schedule for the options they replaced, except options will remain unvested
until June 24, 1999 at which time vesting of new options will vest
according to the original option vesting schedule.
(4) Mr. Kamath's grant of 320,000 shares were issued in accordance with his
employment agreement.
(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 growth of the price of the Company's Common Stock.
</FN>
</TABLE>
9
<PAGE>
<TABLE>
Aggregated Option/SAR Exercises in 1998
and Fiscal Year-End Option/SAR Values
<CAPTION>
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 -- -- -- 360,008 -- --
Jeffrey A. Burt -- -- 27,000 30,000 $4,410 --
James A. McNeill -- -- -- 30,000 -- --
Stephen L. Peters -- -- 5,001 55,009 -- --
<FN>
- ----------
(1) Calculated on the basis of the closing price of $0.63 on December 31, 1998,
minus the exercise price.
</FN>
</TABLE>
<TABLE>
Ten-Year Option/SAR Repricing
<CAPTION>
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 6/24/98 30,000 $1.50 $5.00 $1.50 9 years 56 days
8/19/97 30,000 $5.00 $7.50 $5.00 8 years 177 days
Yeshwant Kamath 6/24/98 40,008 $1.50 $5.00 $1.50 9 years 56 days
6/24/98 320,000 $1.50 $2.13 $1.50 9 years 273 days
8/19/97 40,008 $5.00 $9.00 $5.00 8 years 285 days
James A. McNeill 6/24/98 30,000 $1.50 $5.00 $1.50 9 years 56 days
8/19/97 30,000 $5.00 $7.50 $5.00 8 years 177 days
Stephen L. Peters 6/24/98 50,008 $1.50 $5.00 $1.50 9 years 56 days
8/19/97 50,008 $5.00 $7.50 $5.00 8 years 177 days
</TABLE>
10
<PAGE>
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 years
severance pay. Mr. Peters resigned as the Company's Vice President of Research
and Development on March 5, 1999.
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 received options to purchase 320,000 shares of the
Company's Common Stock. These options were granted by the Company's Board of
Directors on March 23, 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. In
addition, non-employee directors (other than non-employee directors who are also
major shareholders), serving on the Company's Board of Directors on August 31st
of each year will be granted nonstatutory stock options to purchase 4,504 shares
of the Company's Common Stock. During 1998, Mr. Jasper received options to
purchase 9,008 shares of the Company's Common Stock representing director's
options for 1997 and 1998.
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
11
<PAGE>
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. The Committee increased the annual
salary of Mr. D'Addio, the Company's CEO to $150,000 in 1997 from $92,000. Mr.
D'Addio had declined salary increases recommended by the Committee since 1994.
The Committee recognizes that Mr. D'Addio's current salary is still
significantly below the salary of CEO's in comparable public companies, however,
Mr. D'Addio declined any additional increase.
During 1999, 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.
Carl E. Berg
N. William Jasper Jr.
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.
12
<PAGE>
PERFORMANCE MEASUREMENT COMPARISON
The following graph compares the annual percentage change in the
cumulative shareholder return of the Common Stock of the Company, with CRSP
Total Return Index for the Nasdaq Stock Market (Domestic Companies) and the CRSP
Total Return Index for the Nasdaq Electronic Component Companies, for the period
beginning December 15, 1994 and ending December 31, 1998. 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.
<TABLE>
(The following descriptive data is supplied in accordance with Rule 304(d) of
Regulation S-T)
<CAPTION>
Cumulative Total Return
--------------------------------------------------------------------------
12/15/94 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
<S> <C> <C> <C> <C> <C> <C>
Videonics, Inc. 100 116 107 81 38 6
Nasdaq (Domestic) 100 103 149 183 225 316
Electronic Component
Companies 100 106 175 303 317 491
</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.
13
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
BENEFICIAL OWNERS
The following table sets forth, as of March 31, 1999, 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
Outstanding
Name and Address Number of Shares Common
of Beneficial Owner Beneficially Owned 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) 918,762 (1) 16%
Mark C. Hahn
1370 Dell Avenue
Campbell, CA 95008 557,831 9%
State of Wisconsin
Investment Board
P.O. Box 7842
Madison, WI 53707 535,000 9%
(1) Includes 6,000 shares subject to stock options exercisable as of March 31,
1999 or within 60 days thereafter held by Mr. D'Addio's spouse, a Company
employee.
14
<PAGE>
MANAGEMENT
<TABLE>
The following table sets forth certain information, as of March 31,
1999 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.
<CAPTION>
Director/ Shares Percent
Officer Beneficially Beneficially
Name Age Since Positions Owned Owned
- ---- --- ----- --------- ----- -----
<S> <C> <C> <C> <C> <C>
Carl E. Berg 61 1987 Director 1,142,305 19%
Michael L. D'Addio 54 1986 Chairman, CEO, 918,762(1) 16
& Director
Mark C. Hahn 49 1986 V.P., Chief 557,831 9
Technical Officer,
Secretary & Director
N. William Jasper, Jr. 51 1993 Director 37,282(2) *
Yeshwant Kamath 50 1997 President & Director 0 *
Jeffrey A. Burt 46 1992 V.P. of Operations 27,000(3) *
James A. McNeill 53 1993 V.P. of Finance, 80,000 1
CFO & Assistant
Secretary
Stephen L. Peters 44 1996 V.P. of Research and 6,001(4) *
Development
All executive officers and directors as a group (8 persons) (5) 2,769,181 47%
<FN>
- ------------------------
* Represents less than 1%
(1) Includes 6,000 shares subject to stock options exercisable as of March 31,
1999 or within 60 days thereafter held by Mr. D'Addio's spouse, a Company
employee.
(2) Includes 6,002 shares subject to stock options exercisable as of March 31,
1999 or within 60 days thereafter.
15
<PAGE>
(3) Includes 27,000 shares subject to stock options exercisable as of March 31,
1999 or within 60 days thereafter.
(4) Includes 5,001 shares subject to stock options exercisable as of March 31,
1999 or within 60 days thereafter. Mr. Peters resigned as the Company's
Vice President of Research and Development on March 5, 1999
(5) Includes an aggregate of 44,003 shares included pursuant to notes (1) -
(4).
</FN>
</TABLE>
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.
On January 24, 1997, the Company loaned $250,000 to Steve Peters, Vice
President of Research and Development of the Company. The loan had an interest
rate of 6% per annum, and was due and payable in one lump sum on January 4,
2000. The loan was secured by a deed of trust on Mr. Peters' home in Saratoga,
California. As of December 31, 1998, the loan had been repaid in full and the
security interest in Mr. Peters' home was released.
At December 31, 1998, the Company has an unsecured loan from Carl Berg,
a director and shareholder of the Company. This loan, in the amount of
$1,000,000, bears interest at 8% per year, and is due on October 16, 1999.
Accrued interest is payable on a quarterly basis. Mr. Berg has agreed that, at
the Company's option, the loan's maturity date may be extended until January
2000.
16
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
The following financial statement is filed as part of this report:
-- Report of Independent Accountants
17
<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 27th day of April, 1999.
VIDEONICS, INC.
By: /s/ Michael L. D'Addio
Michael L. D'Addio
Chief Executive Officer
<TABLE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the Company
and in the capacities and on the dates indicated.
<CAPTION>
Name and Signature Title Date
- ------------------ ----- ----
<S> <C> <C>
/s/ Michael L. D'Addio Chairman of the Board April 27, 1999
- ------------------------------ and Chief Executive Officer
Michael L. D'Addio (Principal Executive Officer)
/s/ B. Yeshwant Kamath President and Director April 27, 1999
- ------------------------------
B. Yeshwant Kamath
/s/ Gary L. Williams Vice President of Finance, April 27, 1999
- ------------------------------ and Chief Financial Officer
Gary L. Williams (Principal Financial Officer
and Principal Accounting
Officer)
/s/ Mark C. Hahn Vice President and Chief April 27, 1999
- ------------------------------ Technical Officer and
Mark C. Hahn Director
/s/ Carl E. Berg Director April 27, 1999
- ------------------------------
Carl E. Berg
/s/ N. William Jasper, Jr. Director April 27, 1999
- ------------------------------
N. William Jasper, Jr.
</TABLE>
18
