<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1996
OR
/_/ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-26772
VISIO CORPORATION
(Exact name of registrant as specified in its charter)
WASHINGTON 91-1448389
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
520 PIKE STREET, SUITE 1800, SEATTLE, WASHINGTON 98101-4001
(Address of principal executive offices) (Zip code)
(206) 521-4500
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $0.01 PAR VALUE
(Title of Class)
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 ( )
The aggregate market value of the voting stock held by non-affiliates of the
registrant, based upon the closing sale price of the Common Stock on November
22, 1996 as reported on the Nasdaq National Market, was approximately
$302,248,000. Shares of Common Stock held by each officer and director and by
each person who owns 5% or more of the outstanding Common 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 November 22, 1996, there were 13,781,607 shares outstanding of the
registrant's Common Stock.
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DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the registrant's definitive Proxy Statement for the 1996 Annual
Meeting of Shareholders to be held on February 26, 1997 are incorporated by
reference in Part III of this Form 10-K.
Visio, SmartShapes and Visio Solutions Library are either registered
trademarks or trademarks of Visio Corporation in the United States and/or other
countries. All other trademarks, trade names or company names referenced herein
are used for identification only and are the property of their respective
owners.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. FINANCIAL STATEMENTS
The financial statements included in Item 8, Financial Statements and
Supplementary Data, are set forth in the Index to Financial Statements
and Financial Statement Schedules listed on page 21 of this Annual
Report on Form 10-K.
2. FINANCIAL STATEMENT SCHEDULES
The financial statement schedules are set forth in the Index to
Financial Statements and Financial Statement Schedules listed on page
21 of this Annual Report on Form 10-K.
3. EXHIBITS
The exhibits filed in response to Item 601 of Regulation S-K are listed
in the Exhibit Index contained herein.
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the fourth quarter of the
fiscal year ended September 30, 1996.
37
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
VISIO CORPORATION
By: /s/ JEREMY A. JAECH
-----------------------------
Jeremy A. Jaech
President and Chief Executive Officer
Date: January 9, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this report has been signed by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ JEREMY A. JAECH President, Chief Executive Officer and Chairman of January 9, 1997
- -------------------------------------- the Board (Principal Executive Officer)
Jeremy A. Jaech
MARTY CHILBERG* Chief Financial Officer, Vice President, Finance and January 9, 1997
- -------------------------------------- Operations, Assistant Secretary and Treasurer
Marty Chilberg (Principal Financial and Accounting Officer)
THEODORE C. JOHNSON* Executive Vice President January 9, 1997
- -------------------------------------- Director
Theodore C. Johnson
TOM A. ALBERG* Director January 9, 1997
- --------------------------------------
Tom A. Alberg
THOMAS H. BYERS* Director January 9, 1997
- --------------------------------------
Thomas H. Byers
Director
- --------------------------------------
John R. Johnston
DOUGLAS MACKENZIE* Director January 9, 1997
- --------------------------------------
Douglas Mackenzie
SCOTT OKI* Director January 9, 1997
- --------------------------------------
Scott Oki
* By /s/ JEREMY A. JAECH
---------------------------------
Jeremy A. Jaech, Attorney-in-fact
</TABLE>
38
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
NUMBER DESCRIPTION PAGE
------ ----------- ----
<S> <C> <C>
3.1 Restated Articles of Incorporation of Visio Corporation *
3.2 Restated Bylaws of Visio Corporation *
4.1 Specimen Common Stock Certificate of Visio Corporation *
10.1 1990 Stock Option Plan *
10.2 1995 Long-Term Incentive Stock Option Plan *
10.3 1995 Stock Option Plan for Nonemployee Directors *
10.4 Office Lease between Visio Corporation and Sixth & Pike
Associates, L.P. dated October 28, 1993 *
10.4(a) Amendment to Office Lease between Visio Corporation and
Sixth & Pike Associates, L.P. dated June 13, 1996 ***
10.5 Office Lease between Shapeware International Limited and
Irish Airlines Pensions Limited dated March 25, 1995 *
10.6 Master Lease Agreement between Visio Corporation and
Comdisco, Inc. dated February 23, 1993 *
10.7 Registration Rights Agreement among Visio Corporation and
the Investors, as defined therein, dated as of April 11,
1991, as amended *
10.8 Warrant Agreement dated as of February 23, 1993 between Visio
Corporation and Comdisco, Inc. *
10.9 Common Stock Purchase Warrant issued April 22, 1994 to Gary
Gigot *
10.10 Loan and Security Agreement between Silicon Valley Bank and
Visio Corporation dated January 26, 1994, as amended *
10.10(a) Amendment to the Loan and Security Agreement between Silicon
Valley Bank and Visio Corporation dated April 3, 1996 ***
10.11 Form of Indemnification Agreement for directors and officers *
10.12+ Distribution Agreement dated as of December 14, 1992, as
amended, between Visio Corporation and Merisel, Inc. *
10.13+ Distributor Agreement dated as of November 2, 1992, as amended,
between Visio Corporation and Ingram Micro, Inc. *
10.14+ Reseller Agreement dated as of August 8, 1993, as amended,
between Visio Corporation and Egghead, Inc. *
10.15+ Distribution Agreement dated as of January 1, 1995, between
Visio Corporation and ASCII Corporation *
10.15(a)+ Agreement for the Amendment of Distribution Agreement dated
January 15, 1996, between Visio Corporation and ASCII
Corporation **
10.16+ License Agreement dated as of July 10, 1995 *
10.17+ Distribution Agreement dated September 25, 1996, between
Visio Corporation and ASCII Something Good Corporation xxxx
10.18 Office Lease between Visio International Limited and Erin
Executor & Trustee Co. Limited dated August 20, 1996 xxxx
11.1 Computation of Earnings Per Share
21.1 Subsidiaries of the registrant
23.1 Consent of Ernst & Young LLP
24.1 Power of Attorney xxxx
27.1 Financial Data Schedule, which is submitted electronically to
the Securities and Exchange Commission for information
purposes only and not filed. xxxxx
</TABLE>
- -------------
* Filed as an exhibit to the registrant's Registration Statement on Form
S-1 (Registration No. 33-96986) effective November 9, 1995 and
incorporated herein by reference.
** Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 1996 and incorporated herein by
reference.
*** Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 1996 and incorporated herein by
reference.
xxxx Previously filed.
xxxxx Previously submitted.
+ Confidential treatment.
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EXHIBIT 11.1
VISIO CORPORATION
COMPUTATION OF NET INCOME (LOSS) PER SHARE
IN THOUSANDS EXCEPT NET INCOME (LOSS) PER SHARE
(UNAUDITED)
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<CAPTION>
YEAR ENDED
SEPTEMBER 30,
-----------------------------------
1996 1995 1994
------- ------- -------
<S> <C> <C> <C>
Weighted average common shares outstanding 13,089 5,383 4,686
Net effect of dilutive stock options calculated using the treasury stock method
and the average stock price 1,343 867 0
Net effect of dilutive stock warrants calculated using the treasury stock
method and the average stock price 144 24 0
Weighted average common shares giving effect to the conversion of
convertible and redeemable preferred stock into common stock
n/a 5,059 0
Net effect of preferred stock issued, stock options exercised and stock options
granted during the 12 months prior to the Company's filing of it's initial
public offering, calculated using the treasury stock method at the offering price
of $16.00 per share
Preferred stock issued n/a 85 n/a
Stock options exercised n/a 83 n/a
Stock options granted n/a 337 n/a
------- ------- -------
Total 14,576 11,838 4,686
======= ======= =======
Net Income (loss) $11,091 $ 2,346 $ (152)
======= ======= =======
Net income (loss) per share $ 0.76 $ 0.20 $ (0.03)
======= ======= =======
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EXHIBIT 21.1
SUBSIDIARIES
Visio International Limited (formerly Shapeware International Limited)
Dublin, Ireland
Visio International (UK) Limited (formerly Shapeware International (UK) Limited)
London, England
Visio France SARL (formerly Shapeware France SARL)
Paris, France
Visio GmbH (formerly Shapeware GmbH)
Munich, Germany
Visio International Incorporated
Seattle, Washington U.S.A.
doing business as
Visio International Incorporated (Asia/Pacific)
Visio International Incorporated (Australia/New Zealand)
Visio International Incorporated (Latin America)
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-1022) pertaining to the Visio Corporation 1990 Stock Option
Plan, Visio Corporation 1995 Long-term Incentive Compensation Plan, Visio
Corporation 1995 Nonemployee Director Stock Option Plan, Visio Corporation 1995
Employee Stock Purchase Plan, and Visio Corporation (formerly Shapeware
Corporation) Common Stock Purchase Warrant of Visio Corporation of our report
dated October 18, 1996, with respect to the financial statements and schedule
of Visio Corporation included in the Annual Report (Form 10-K) for the year
ended September 30, 1996.
/S/ Ernst & Young LLP
Seattle Washington
December 24, 1996
