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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 1
(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, 1999 or
[_] Transition report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
(for the transition period from to )
Commission File No. 000-27855
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DATA CRITICAL CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 91-1901482
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
</TABLE>
19820 North Creek Parkway, Suite 100,
Bothell, Washington
(Address of principal executive offices, including zip code)
(425) 482-7000
Registrant's telephone number, including area code:
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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 $.0001 per share
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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. [_]
The aggregate market value of the voting stock held by non-affiliates of the
registrant, based upon the closing price of common stock on March 27, 2000, as
reported by Nasdaq, was approximately $148,670,844. Shares of voting stock
held by each officer and director and by each person who owns 5% or more of
the outstanding voting stock have been excluded in that such persons may be
deemed to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.
As of March 27, 2000, 10,691,118 shares of the registrant's common stock
were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates certain information by reference from the definitive
proxy statement for the Annual Meeting of Stockholders tentatively scheduled
for June 2, 2000.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this report:
(1) Financial Statements of the Registrant and Report of Arthur
Andersen LLP
(2) Financial Statement Schedules
All schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes
thereto.
(3) Exhibits (numbered in accordance with Item 601 of Regulation S-K)
(b) Reports on Form 8-K.
On December 22, 1999 we filed a report on Form 8-K pertaining to our
acquisition of substantially all the business, assets and rights of Physix,
Inc.
(c) Exhibits
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Number Description
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2.1(B) Asset Purchase Agreement dated December 8, 1999 between Data
Critical and Physix, Inc.
2.2(B) Registration Rights Agreement dated December 8, 1999 between Data
Critical and Physix, Inc.
3.1(A) Amended and Restated Certificate of Incorporation of Data Critical.
3.2(A) Amended and Restated Bylaws of Data Critical.
4.1(A) Specimen Stock Certificate.
4.2(A) Amended and Restated Registration Rights Agreement dated February
22, 1995, as amended.
4.3(A) Warrant Agreement dated April 13, 1995 between Data Critical and
Spencer Trask Securities Incorporated with Form of Common Stock
Purchase Warrant issued in connection with the Series B and Series C
Preferred Stock financings.
4.4(A) Form of Common Stock Purchase Warrant issued in connection with the
bridge loan financings.
4.5(A) Common Stock Purchase Warrant dated July 10, 1996 issued by Data
Critical in favor of Nomadics, Inc.
4.6(A) Common Stock Purchase Warrant dated July 10, 1996 issued by Data
Critical in favor of Colin Cumming.
10.1(A)* Termination and Patent License Agreement dated September 16, 1997
between Data Critical and Hewlett-Packard Company.
10.2(A)** Distribution and License Agreement dated January 23, 1997 between
Data Critical and Marquette Medical Systems, Inc.
10.3(A)** Addendum to Marquette Distribution and License Agreement dated
September 14, 1998 between Data Critical and Marquette Medical
Systems, Inc.
10.4(A) Employment Agreement dated June 14, 1999 between Data Critical and
Michael E. Singer.
10.5(C) Amendment to Employment Agreement dated February 24, 2000 between
Data Critical and Michael E. Singer.
10.6(B) Employment Agreement dated December 8, 1999 between Data Critical
and Thomas Giannulli.
10.7(A) Facility Lease dated December 21, 1998 between S/I Northcreek II,
L.L.C. and Data Critical.
10.8(A) Amendment dated March 30, 1999 to the Facility Lease dated December
21, 1998 between S/I Northcreek II, L.L.C. and Data Critical.
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60
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Number Description
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10.9(C) Lease Contract between Greenway Plaza LTD and Data Critical, as
successor in interest to Physix Inc. dated October 2, 1996.
10.10(C) First Amendment of Lease Contract between Crescent Real Estate
Funding III, L.P. and Data Critical, as successor in interest to
Physix Inc. dated April 23, 1998.
10.11(A) Form of Indemnification Agreement between Data Critical and each of
its Officers and Directors.
10.12(A) 1999 Stock Option Plan (adopted May 7, 1999).
10.13(A) 1999 Directors' Stock Option Plan (adopted May 7, 1999).
10.14(A) 1999 Employee Stock Purchase Plan (adopted May 7, 1999).
10.15(A) 1994 Stock Option Plan (dated December 19, 1994).
10.16(C)** Second Amendment to Distribution and License Agreement dated
January 19, 2000 between Data Critical and GE Marquette Medical
Systems, Inc.
10.17 Employment Agreement dated November 11, 1999 between Data Critical
and Robert A. May.
21.1(C) List of Subsidiaries.
23.1(C) Consent of Arthur Andersen LLP.
24.1(C) Power of Attorney (included in signature page to Registration
Statement).
27.1(C) Financial Data Schedule
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* Confidential treatment granted by order of the Commission.
** Confidential treatment requested.
(A) Incorporated herein by reference to the Company's Form S-1, as amended
(File No. 333-78059) filed with the Commission on May 7, 1999.
(B) Incorporated herein by reference to the Company's Form 8-K, as amended
(File No. 000-27855) filed with the Commission on December 22, 1999.
(C) Previously filed.
61
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this
Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized.
Data Critical Corporation
/s/ Michael E. Singer
By: _________________________________
Michael E. Singer
Vice President and Chief
Financial Officer
Dated: April 26, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Amendment has been signed below by the following persons in the
capacities indicated below on the 26th day of April, 2000.
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Signature Title Date
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<S> <C> <C>
* President, Chief Executive April 26, 2000
______________________________________ Officer and Director
Jeffrey S. Brown
/s/ Michael E. Singer Chief Financial Officer April 26, 2000
______________________________________
Michael E. Singer
* Director April 26, 2000
______________________________________
David E. Albert, M.D.
* Director April 26, 2000
______________________________________
George M. Middlemas
* Director April 26, 2000
______________________________________
Richard Earnest
Director
______________________________________
Ronald Kase
* Director April 26, 2000
______________________________________
David Swedlow
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/s/ Michael E. Singer
*By: ____________________________
Michael E. Singer
Attorney-in-Fact
62
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EXHIBIT INDEX
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<CAPTION>
Number Description
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<C> <S>
2.1(B) Asset Purchase Agreement dated December 8, 1999 between Data
Critical and Physix, Inc.
2.2(B) Registration Rights Agreement dated December 8, 1999 between Data
Critical and Physix, Inc.
3.1(A) Amended and Restated Certificate of Incorporation of Data Critical.
3.2(A) Amended and Restated Bylaws of Data Critical.
4.1(A) Specimen Stock Certificate.
4.2(A) Amended and Restated Registration Rights Agreement dated February
22, 1995, as amended.
4.3(A) Warrant Agreement dated April 13, 1995 between Data Critical and
Spencer Trask Securities Incorporated with Form of Common Stock
Purchase Warrant issued in connection with the Series B and Series
C Preferred Stock financings.
4.4(A) Form of Common Stock Purchase Warrant issued in connection with the
bridge loan financings.
4.5(A) Common Stock Purchase Warrant dated July 10, 1996 issued by Data
Critical in favor of Nomadics, Inc.
4.6(A) Common Stock Purchase Warrant dated July 10, 1996 issued by Data
Critical in favor of Colin Cumming.
10.1(A)* Termination and Patent License Agreement dated September 16, 1997
between Data Critical and Hewlett-Packard Company.
10.2(A)** Distribution and License Agreement dated January 23, 1997 between
Data Critical and Marquette Medical Systems, Inc.
10.3(A)** Addendum to Marquette Distribution and License Agreement dated
September 14, 1998 between Data Critical and Marquette Medical
Systems, Inc.
10.4(A) Employment Agreement dated June 14, 1999 between Data Critical and
Michael E. Singer.
10.5(C) Amendment to Employment Agreement dated February 24, 2000 between
Data Critical and Michael E. Singer.
10.6(B) Employment Agreement dated December 8, 1999 between Data Critical
and Thomas Giannulli.
10.7(A) Facility Lease dated December 21, 1998 between S/I Northcreek II,
L.L.C. and Data Critical.
10.8(A) Amendment dated March 30, 1999 to the Facility Lease dated December
21, 1998 between S/I Northcreek II, L.L.C. and Data Critical.
10.9(C) Lease Contract between Greenway Plaza LTD and Data Critical, as
successor in interest to Physix Inc., dated October 2, 1996.
10.10(C) First Amendment of Lease Contract between Crescent Real Estate
Funding III, L.P. and Data Critical, as successor in interest to
Physix Inc., dated April 23, 1998.
10.11(A) Form of Indemnification Agreement between Data Critical and each of
its Officers and Directors.
10.12(A) 1999 Stock Option Plan (adopted May 7, 1999).
10.13(A) 1999 Directors' Stock Option Plan (adopted May 7, 1999).
10.14(A) 1999 Employee Stock Purchase Plan (adopted May 7, 1999).
10.15(A) 1994 Stock Option Plan (dated December 19, 1994).
10.16(C)** Second Amendment to Distribution and License Agreement dated
January 19, 2000 between Data Critical and GE Marquette Medical
Systems, Inc.
</TABLE>
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<CAPTION>
Number Description
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<C> <S>
10.17 Employment Agreement dated November 11, 1999 between Data Critical and
Robert A. May.
21.1(C) List of Subsidiaries.
23.1(C) Consent of Arthur Andersen LLP.
24.1(C) Power of Attorney (included in signature page to Registration
Statement).
27.1(C) Financial Data Schedule
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* Confidential treatment granted by order of the Commission.
** Confidential treatment requested.
(A) Incorporated herein by reference to the Company's Form S-1, as amended
(File No. 333-78059) filed with the Commission on May 7, 1999.
(B) Incorporated herein by reference to the Company's Form 8-K, as amended
(File No. 000-27855) filed with the Commission on December 22, 1999.
(C) Previously filed.
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Exhibit 10.17
[Data Critical Corporation Letterhead]
November 11, 1999
Mr. Robert A. May
18047 NE 99th Court
Redmond, WA 98052
Dear Bob:
It is my pleasure to offer you the position of Vice President, Operations
for Data Critical Corporation ("Data Critical" or "the Company"). You will
be reporting directly to the Chief Executive Officer. Your duties will be
focused on all aspects of operations, including overseeing engineering,
manufacturing and quality assurance and managing our outsourced
manufacturing relationships.
Our offer to you includes the following:
. A signing bonus of $20,000 in cash, payable between December 20, 1999
and January 10, 2000.
. A monthly salary of $10,416.67 (equating to $125,000 per year).
. An annual bonus targeted at 20% of your annual compensation based on
achievement of agreed-upon objectives.
. Options to acquire 50,000 shares of Data Critical common stock that
will vest quarterly over a four-year period, provided you are an
employee of the Company at that time. Your option price will be the
closing market price of Data Critical common stock on your start date.
You will be eligible to participate in our employee benefits program. Data
Critical currently pays all premiums for its employees and their
dependents' medical, dental, vision, prescription drug card coverage and
employee assistance program through group plans. In addition, DCC pays for
basic life, accidental death and dismemberment and long-term disability
insurance for its employees. Pursuant to our current plan, you will be
eligible for these group benefits beginning with the first day of the
month following your start date. All group insurance benefits are subject
to change.
The Company offers a 401(k) plan to all eligible employees. This is an
employee-contribution-only plan provided as a retirement vehicle and as
means of deferring federal income taxes. You may begin making
contributions through payroll deduction as of the first payroll of the
calendar month following your date of hire.
We hope you will enjoy a productive and rewarding relationship with us.
Nonetheless, employment termination can occur for any number of reasons
and you should understand that your employment in the State of Washington
is at will, except as noted per the paragraph below.
In the event that the Company terminates you at any point in time without
cause for a period of eighteen months after the date of this letter, Data
Critical will continue to pay
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your monthly salary ($10,416.67 per month) for a period of six months after
termination. For purposes of this letter, "cause" shall mean, the commission of
an act of fraud or dishonesty in the course of your employment with Data
Critical; conviction of a crime constituting a felony or in respect of any act
of fraud, dishonesty or moral turpitude; failure to perform the duties assigned
to you material to the business conduct of Data Critical under Circumstances in
which you knew or should have reasonably known that such failure would be
detrimental to Data Critical, unless you remedy such failure not later than 30
days following delivery to you of a written notice from Data Critical describing
such failure in reasonable detail.
This offer remains valid through November 16, 1999 at 12:00 p.m. PDT, and
your expected start date is Friday, November 19, 1999. As a condition of
employment, we require all employees to sign a confidentiality agreement,
a copy of which is enclosed for your review. You may indicate your
acceptance of the terms outlined herein by signing and returning this
letter to me.
All of us are extremely excited about your joining the team at Data
Critical. Please call me at (425) 482-7025 with any questions that you may
have.
Sincerely,
/s/ Michael E. Singer
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Michael E. Singer
Accepted: /s/ Robert A. May
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Robert A. May
Date: November 15, 1999
CC: Jeffrey S. Brown
Chief Executive Officer
