-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, PsSufI11kCe/cLmeC5/mmOIfMZD52Y54XAYFNNRlgnIn8PMeCyUb0xklWMZdnytk FB5aB5YYwbt2s/1x0YtP/w== 0000891618-95-000099.txt : 19950223 0000891618-95-000099.hdr.sgml : 19950223 ACCESSION NUMBER: 0000891618-95-000099 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940930 FILED AS OF DATE: 19950222 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PYRAMID TECHNOLOGY CORP CENTRAL INDEX KEY: 0000714865 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 942781589 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 000-14686 FILM NUMBER: 95514270 BUSINESS ADDRESS: STREET 1: 3860 N FIRST ST CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4084288000 MAIL ADDRESS: STREET 1: 3860 N FIRST STREET CITY: SAN JOSE STATE: CA ZIP: 95134 10-K405/A 1 ANNUAL REPORT FOR FISCAL YEAR ENDING SEPT.30, 1994 1 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 [FEE REQUIRED] For the fiscal year ended September 30, 1994 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from ________________ to __________________ Commission File Number 0-14686 PYRAMID TECHNOLOGY CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 94-2781589 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3860 N. FIRST STREET, SAN JOSE, CALIFORNIA 95134 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (408) 428-9000. Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, $.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. /X/ 1 2 Based on the closing sale price of the Common Stock on the NASDAQ National Market System on November 28, 1994, the aggregate market value of the voting stock held by non-affiliates of the registrant was $125,327,943. Shares of Common Stock held by each executive 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. The number of shares outstanding of the registrant's Common Stock, $.01 par value, was 15,583,965 on November 28, 1994. DOCUMENTS INCORPORATED BY REFERENCE (1) Annual Report to Shareholders for the fiscal year ended September 30, 1994 - Items 3, 5, 6, 7, 8 and 14(a)(1). (2) Proxy Statement for the registrant's Annual Meeting of Stockholders to be held on January 26, 1995 - Items 10, 11, 12 and 13. 2 3 PART IV ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a)(1) The following consolidated financial statements of Pyramid Technology Corporation and the Report of Independent Auditors are incorporated herein by reference to the registrant's Annual Report to Shareholders for the fiscal year ended September 30, 1994.
Page(s) in Annual Report ---------- Consolidated Balance Sheet - September 30, 1994 and 1993 23 Consolidated Statement of Operations - Years ended September 30, 1994, 1993, and 1992 22 Consolidated Statement of Shareholders' Equity - Years ended September 30, 1994, 1993, and 1992 24 Consolidated Statement of Cash Flows - Years ended September 30, 1994, 1993, and 1992 25 Notes to Consolidated Financial Statements 26 - 34 Report of Independent Auditors 35
(a)(2) The following financial statement schedules for the years ended September 30, 1994, 1993, and 1992 are submitted herewith and should be read in conjunction with the Consolidated Financial Statements:
Page in Form 10-K --------- Schedule I - Summary of Short-Term Investments 20 Schedule II - Amounts Receivable from Directors, Officers, and Employees 21 Schedule VIII - Valuation and Qualifying Accounts 22 Schedule X - Supplementary Income Statement Information 23
All other schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto. (a)(3) Exhibits included herein (numbered in accordance with Item 601 of Regulation S-K):
Exhibit Number Description - ------- ----------- 3.1 Certificate of Incorporation, as amended (3)
15 4 3.2 Bylaws, as amended (3) 10.1 * Amended 1982 Incentive Stock Option Plan (4) 10.23 Agreement between the Company and Nixdorf Computer AG dated May 3, 1985 (1)(2) 10.26 Lease Agreement for premises at 1295 Charleston Road, Mountain View, California dated November 1, 1983 (1) 10.28 Software Agreement between the Company and American Telephone and Telegraph Company dated January 1, 1982, as amended (1) 10.29 License Agreement between the Company and the Regents of the University of California dated December 30, 1981 (1) 10.34* Employee Stock Purchase Plan (4) 10.35* 1986 Executive Officers' Nonstatutory Stock Option Plan (4) 10.40 Lease Agreement for premises at Solartron Road, Farnborough, Hampshire, United Kingdom, dated November 27, 1989 (7) 10.41 Lease Agreement for premises at 3870 North First Street, San Jose, California dated May 30, 1990 (5) 10.42 Lease Agreement for premises at 3850 North First Street, San Jose, California dated May 30, 1990 (5) 10.43 Lease Agreement for premises at 3860 North First Street, San Jose, California dated May 30, 1990 (5) 10.45* Directors' Option Plan, as amended (5) 10.46 Purchase Agreement between the Company and Olivetti Systems and Networks s.r.l dated December 21, 1990 (6) 10.47 $20,000,000 Revolving Credit Agreement with The First National Bank of Boston dated July 30, 1993 (8) 10.48 $10,500,000 Collateralized Loan Agreement (letter) with GE Capital dated September 10, 1993 and Master Security Agreement dated October 6, 1993 (8) 10.49 First Amendment to the Revolving Credit Agreement with Limited Waivers with the Bank of Boston dated May 31, 1994 (9) 10.50 Partnership Agreement with Fujitsu Data Centre Systems PTY Limited and Fujitsu Australia Limited dated June 10, 1994 (9) 10.51 Common Stock and Warrant Purchase Agreement with Siemens Nixdorf Information Systems, Inc. dated August 21, 1994
16 5 10.52 Software and Hardware License Agreement with Siemens Nixdorf Informationssysteme AG dated August 25, 1994 (10) 10.53 $10,000,000 Revolving Credit Agreement (letter) with Comerica dated October 20, 1994 11.1 Computation on Net Income per Common and Common Equivalent Share 13.1 Annual Report to Shareholders for the fiscal year ended September 30, 1994 21.1 Schedule of Subsidiaries 23.1 Consent of Independent Auditors 24.1 Power of Attorney (included on pages 18 and 19) 27.1 Financial Data Schedule
- -------------------------------------------------------------------------------- (1) Incorporated by reference to identically numbered exhibits filed in response to Item 16(a), "Exhibits," of the Registrant's Registration Statement on Form S-1 and Amendment No. 1 and Amendment No. 2 thereto, which became effective on December 4, 1985. (2) Confidential treatment has previously been granted with respect to this exhibit pursuant to an order dated December 4, 1985. (3) Incorporated by reference to Exhibits B and C filed with the Registrant's Proxy Statement dated May 14, 1987. (4) Incorporated by reference from the Registrant's Proxy Statement dated January 21, 1988. (5) Incorporated by reference from the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 1990. (6) Nonconfidential portions incorporated by reference from the Annual Report on Form 10-K for the fiscal year ended September 30, 1991. (7) Incorporated by reference from the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 1989. (8) Incorporated by reference from the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 1993. (9) Incorporated by reference from the Registrant's Quarterly Report on Form 10-Q for the quarter ended July 1, 1994. (10) With this amended filing, the registrant has withdrawn the contract as it was not material at the time the Form 10-K was submitted. * Indicates management compensatory plan, contract, or arrangement. (b) Reports on Form 8-K No reports on Form 8-K were filed during the quarter ended September 30, 1994. 17 6 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. PYRAMID TECHNOLOGY CORPORATION Registrant By: /s/ Richard H. Lussier ----------------------- Richard H. Lussier Chairman and Chief Executive Officer February 22, 1995 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard H. Lussier and Allan D. Smirni, jointly and severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. 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 registrant and in the capacities and on the dates indicated:
Signature Title Date --------- ----- ---- /s/ Richard H. Lussier Chairman and - ---------------------------------- Chief Executive Officer December 22, 1994 Richard H. Lussier (Principal Executive Officer) /s/ John S. Chen President and - ---------------------------------- Chief Operating Officer December 22, 1994 John S. Chen /s/ Kent L. Robertson Senior Vice President, - ---------------------------------- Chief Financial Officer December 22, 1994 Kent L. Robertson and Secretary (Principal Financial Officer) /s/ James J. Nelson Vice President, - ---------------------------------- Corporate Controller December 22, 1994 James J. Nelson (Principal Accounting Officer)
18 7
Signature Title Date --------- ----- ---- /s/ Dr. Rudolf Bodo - ---------------------------------- Director December 22, 1994 Dr. Rudolf Bodo /s/ Paul J. Chiapparone - ---------------------------------- Director December 22, 1994 Paul J. Chiapparone /s/ Donald E. Guinn - ---------------------------------- Director December 22, 1994 Donald E. Guinn /s/ Jack L. Hancock - ---------------------------------- Director December 22, 1994 Jack L. Hancock /s/ Clarence W. Spangle - ---------------------------------- Director December 22, 1994 Clarence W. Spangle /s/ George D. Wells - ---------------------------------- Director December 22, 1994 George D. Wells
19 8 INDEX TO EXHIBITS
SEQUENTIALLY EXHIBIT NUMBERED NUMBER DESCRIPTION PAGE - ------- ----------- ------------ 10.51 Common Stock and Warrant Purchase Agreement with Siemens Nixdorf Information Systems, Inc. dated August 21, 1994 25-66 10.52* Software and Hardware License Agreement with Siemens Nixdorf Informationssysteme AG dated August 25, 1994 67-109 10.53 $10,000,000 Revolving Credit Agreement (letter) with Comerica dated October 20, 1994 110-114 11.1 Computation of Net Income per Common and Common Equivalent Share 115 13.1 Annual Report to Shareholders for the fiscal year ended September 30, 1994 116-156 21.1 Schedule of Subsidiaries 157-158 23.1 Consent of Independent Auditors 159 27.1 Financial Data Schedule 160-164
* With this amended filing, the registrant has withdrawn the contract as it was not material at the time the Form 10-K was submitted. 24 -----END PRIVACY-ENHANCED MESSAGE-----