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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
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 DECEMBER 31, 1997
[ ] 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: 0-26820
TERA COMPUTER COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
WASHINGTON 93-0962605
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2815 EASTLAKE AVENUE EAST, SEATTLE, WASHINGTON 98102-3027
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (206) 490-2000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE EXCHANGE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE EXCHANGE ACT:
COMMON STOCK , $.01 PAR VALUE
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 past 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 Common Stock held by non-affiliates
of the Registrant as of March 9, 1998 was approximately $115,507,000 based upon
the last sale price of $12.75 reported for such date on the Nasdaq National
Market System. For purposes of this disclosure, shares of Common Stock held by
persons who hold more than 5% of the outstanding shares of Common Stock and
shares held by officers and directors of the Registrant have been excluded
because such persons may be deemed to be affiliates. This determination is not
necessarily conclusive.
As of March 9, 1998, there were 11,459,736 shares of Common Stock
issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement to be delivered to shareholders in connection
with the Registrant's Annual Meeting of Shareholders to be held on May 6, 1998
are incorporated by reference into Part III.
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AMENDMENT NO. 2 TO FORM 10-K/A
FISCAL YEAR ENDED DECEMBER 31, 1998
This Amendment No. 2 is filed with the Commission for the following purposes:
1. to attach a corrected restated Computation of Earnings Per Share, as
Exhibit 11.1; and
2. to attach an Independent Auditor's Consent, as Exhibit 23.1.
2
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act , the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Seattle, State of Washington, on
November 18, 1998.
TERA COMPUTER COMPANY
By JAMES E. ROTTSOLK
-------------------------------------
James E. Rottsolk
Chief Executive Officer
and President
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of Registrant and in the capacities indicated
on November 18, 1998.
Signature Title
--------- -----
By JAMES E. ROTTSOLK Chief Executive Officer, President
---------------------------------- and Director
James E. Rottsolk
By BURTON J. SMITH Chairman of the Board of Directors
---------------------------------- and Chief Scientist
Burton J. Smith
By KENNETH W. JOHNSON Chief Financial Officer
----------------------------------
Kenneth W. Johnson
By DAVID N. CUTLER Director
----------------------------------
David N. Cutler
By DANIEL J. EVANS Director
----------------------------------
Daniel J. Evans
By KENNETH W. KENNEDY Director
----------------------------------
Kenneth W. Kennedy
By JOHN W. TITCOMB, JR. Director
----------------------------------
John W. Titcomb, Jr.
3
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) EXHIBIT LISTING
3.1 Restated Articles of Incorporation (1)
3.2 Restated Bylaws (1)
4.1 Statement of Rights and Preferences of the Series A Convertible
Preferred Stock of the Registrant, as filed with the Secretary of
State of the State of Washington on December 23, 1997 (7)
10.1 1988 Stock Option Plan (2)
10.2 1993 Stock Option Plan (2)
10.3 1995 Stock Option Plan (2)
10.4 1995 Independent Director Stock Option Plan (2)
10.5 Agreement between the Defense Advanced Research Projects Agency and
the Registrant, Contract No.MDA972-91-C-0021, dated July 1, 1991 (2)
10.6 Agreement between the Defense Advanced Research Projects Agency and
the Registrant, Contract No. MDA972-95-C-0003, dated February 23,
1995 (3)
10.7 Cooperative Research and Development Agreement No. SC94/01282
between Sandia Corporation and the Registrant, dated July 26, 1994
(2)
10.8 Cooperative Research and Development Agreement No. TC-695-93 between
Regents of the University of California and the Registrant, dated
July 15, 1994 (2)
10.9 Agreement between Cadence Design Systems, Inc. and the Registrant
entitled "Statement of Work for Gate Array and Standard Cell Place
and Route," dated May 30, 1995 (3)
10.11 Office Lease Agreement between Blume Eastlake Limited Partnership
and the Registrant, dated January 24, 1994 (2)
10.12 Agreement between the Advanced Research Projects Agency and the
Registrant, Contract No. DABT63-95-C-0096, dated September 27, 1995
(5)
10.13 Agreement between Unisys Corporation and the Registrant, dated
December 5, 1995 (5)
10.14 Agreement between Unisys Corporation and the Registrant, dated
August 16, 1996 (4)
10.15 Cooperative Agreement between The Regents of the University of
California, University of California, San Diego and the Registrant,
dated November 11, 1996 (6)
10.16 Agreement between Unisys Corporation and the Registrant, dated
September 17, 1997 (8)
10.17 Subcontract Agreement Between the Regents of the University of
California and the Registrant, effective July 1, 1997(9)
10.18 Lease Agreement between Merrill Place, LLC and the Registrant, dated
November 21, 1997.(9)
11.1 Computation of Earnings Per Share
23.1 Independent Auditors' Consent
27.1 Financial Data Schedule(10)
(1) Incorporated by reference to Amendment No. 3 to Form SB-2 Registration
Statement, Registration No. 33-95460-LA, as filed with the Commission on
September 22, 1995.
(2) Incorporated by reference to Form SB-2 Registration Statement, Registration
No. 33-95460-LA, as filed with the Commission on August 3, 1995.
(3) Incorporated by reference to Form SB-2 Registration Statement, Registration
No. 33-95460-LA, as filed with the Commission on August 3, 1995, and to the
Order granting the Company's application respecting Confidential Treatment.
(4) Incorporated by reference to Post-Effective Amendment No. 3 on Form S-3 to
Form SB-2 Registration Statement, Registration Statement No. 33-95460-LA, as
filed with the Commission on December 6, 1996, and to the Order granting the
Company's application respecting Confidential Treatment.
(5) Incorporated by reference to Form 10K-SB as filed with the Commission for
fiscal year ended December 31, 1995, and to the Order granting the Company's
application respecting Confidential Treatment.
4
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(6) Incorporated by reference to Form 10-QSB as filed with the Commission for
the quarterly period ended September 30, 1996, and to the Order granting the
Company's application respecting Confidential Treatment.
(7) Incorporated by reference to Form S-3 Registration Statement, Registration
No. 333-44137, as filed with the Commission on January 12, 1998.
(8) Incorporated by reference to Form 10-QSB, as filed with the Commission for
the quarterly period ended September 30, 1997.
(9) Incorporated by reference to Form 10-K, as filed with the Commission for
the fiscal year ended December 31, 1997.
(10) Incorporated by reference to Form 10-K/A, Amendment No. 1, as filed with
the Commission for the fiscal year ended December 31, 1998.
(b) REPORTS ON FORM 8-K
One Form 8-K, dated and filed on October 1, 1997, reported the raising of
$5,000,000 through a private placement of preferred stock under Item 5.
5
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EXHIBIT INDEX
3.1 Restated Articles of Incorporation (1)
3.2 Restated Bylaws (1)
4.1 Statement of Rights and Preferences of the Series A Convertible
Preferred Stock of the Registrant, as filed with the Secretary of
State of the State of Washington on December 23, 1997 (7)
10.1 1988 Stock Option Plan (1)
10.2 1993 Stock Option Plan (1)
10.3 1995 Stock Option Plan (1)
10.4 1995 Independent Director Stock Option Plan (1)
10.5 Agreement between the Defense Advanced Research Projects Agency and
the Registrant, Contract No.MDA972-91-C-0021, dated July 1, 1991 (1)
10.6 Agreement between the Defense Advanced Research Projects Agency and
the Registrant, Contract No. MDA972-95-C-0003, dated February 23,
1995 (1)
10.7 Cooperative Research and Development Agreement No. SC94/01282
between Sandia Corporation and the Registrant, dated July 26, 1994
(1)
10.8 Cooperative Research and Development Agreement No. TC-695-93 between
Regents of the University of California and the Registrant, dated
July 15, 1994 (1)
10.9 Agreement between Cadence Design Systems, Inc. and the Registrant
entitled "Statement of Work for Gate Array and Standard Cell Place
and Route," dated May 30, 1995 (1)
10.11 Office Lease Agreement between Blume Eastlake Limited Partnership
and the Registrant, dated January 24, 1994 (1)
10.12 Agreement between the Advanced Research Projects Agency and the
Registrant, Contract No. DABT63-95-C-0096, dated September 27, 1995
(5)
10.13 Agreement between Unisys Corporation and the Registrant, dated
December 5, 1995 (5)
10.14 Agreement between Unisys Corporation and the Registrant, dated
August 16, 1996 (4)
10.15 Cooperative Agreement between The Regents of the University of
California, University of California, San Diego, Office of Advanced
Scientific Computing and the Registrant, dated November 6, 1996 (6)
10.16 Agreement between Unisys Corporation and the Registrant, dated
September 17, 1997 (8)
10.17 Subcontract Agreement Between the Regents of the University of
California and the Registrant, effective July 1, 1997(9)
10.18 Lease Agreement between Merrill Place, LLC and the Registrant, dated
November 21, 1997.(9)
11.1 Computation of Earnings Per Share
23.1 Independent Auditors' Consent
27.1 Financial Data Schedule (10)
(1) Incorporated by reference to Amendment No. 3 to Form SB-2 Registration
Statement, Registration No. 33-95460-LA, as filed with the Commission on
September 22, 1995.
(2) Incorporated by reference to Form SB-2 Registration Statement, Registration
No. 33-95460-LA, as filed with the Commission on August 3, 1995.
(3) Incorporated by reference to Form SB-2 Registration Statement, Registration
No. 33-95460-LA, as filed with the Commission on August 3, 1995, and to the
Order granting the Company's application respecting Confidential Treatment.
(4) Incorporated by reference to Post-Effective Amendment No. 3 on Form S-3 to
Form SB-2 Registration Statement, Registration Statement No. 33-95460-LA, as
filed with the Commission on December 6, 1996, and to the Order granting the
Company's application respecting Confidential Treatment.
(5) Incorporated by reference to Form 10K-SB as filed with the Commission for
fiscal year ended December 31, 1995, and to the Order granting the Company's
application respecting Confidential Treatment.
(6) Incorporated by reference to Form 10-QSB as filed with the Commission for
the quarterly period ended September 30, 1996, and to the Order granting the
Company's application respecting Confidential Treatment.
6
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(7) Incorporated by reference to Form S-3 Registration Statement, Registration
No. 333-44137, as filed with the Commission on January 12, 1998.
(8) Incorporated by reference to Form 10-QSB, as filed with the Commission for
the quarterly period ended September 30, 1997.
(9) Incorporated by reference to Form 10-K, as filed with the Commission for the
fiscal year ended December 31, 1997.
(10) Incorporated by reference to Form 10-K/A, Amendment No.1, as filed with the
Commission for the fiscal year ended December 31, 1998.
7
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Exhibit 11.1
------------
TERA COMPUTER COMPANY
(a development stage company)
COMPUTATION OF NET LOSS PER SHARE
<TABLE>
<CAPTION>
TWELVE MONTHS ENDED INCEPTION
DECEMBER 31, THROUGH
------------------------------------------------------------------ DECEMBER 31,
1995 1996 1997 1997
----------- ------------ ------------ ------------
(As restated; (As restated; (As restated;
see note 13 see note 13 see note 13
to financial to financial to financial
statements) statements) statements)
<S> <C> <C> <C> <C>
WEIGHTED AVERAGE SHARES
OUTSTANDING 2,646,243 5,320,785 8,784,943 2,193,839
NET LOSS FOR
COMMON STOCK ($5,646,331) ($18,805,941) ($18,672,435) ($52,446,127)
=========== ============ ============ ============
NET LOSS PER COMMON SHARE ($2.13) ($3.53) ($2.13) ($23.91)
</TABLE>
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EXHIBIT 23-1
------------
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement Nos.
333-60167 and 333-44137 on Form S-3 of Tera Computer Company (a development
stage company) of our report dated January 21, 1998, November 13, 1998 as to the
effects of the matters discussed in Note 13 (which expresses an unqualified
opinion and includes an explanatory paragraph relating to the restatement
described in Note 13), included in the Annual Report on Form 10-K/A of Tera
Computer Company for the year ended December 31, 1997.
/s/ DELOITTE & TOUCHE LLP
Seattle, Washington
November 18, 1998
