-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CFbLQklHkmt0YLIEq9jybwflCx3IgzclQrRFV0ThUhYHHhhPIAtzZCzUvfMqL2PA 5rSXi4bQ6XcQnRUS//4Lkw== 0000810467-98-000005.txt : 19980421 0000810467-98-000005.hdr.sgml : 19980421 ACCESSION NUMBER: 0000810467-98-000005 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980420 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIGITAL LINK CORP CENTRAL INDEX KEY: 0000810467 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 770067742 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-23110 FILM NUMBER: 98597194 BUSINESS ADDRESS: STREET 1: 217 HUMBOLDT COURT CITY: SUNNYVALE STATE: CA ZIP: 94089-1300 BUSINESS PHONE: 4087456200 MAIL ADDRESS: STREET 1: 217 HUMBOLDT COURT CITY: SUNNYVALE STATE: CA ZIP: 94089 10-K/A 1 FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 |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: 0-23110 DIGITAL LINK CORPORATION (Exact name of registrant as specified in its charter) California 77-0067742 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification Number) 217 Humboldt Court 94089 Sunnyvale, CA (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (408) 745-6200 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, no par value (Title of class) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Sections 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| The aggregate market value of the voting stock held by non-affiliates of the registrant as of March 25, 1998, was approximately $13,823,068.00. The number of shares outstanding of the registrant's Common Stock as of March 25, 1998, was 9,314,006 shares. DOCUMENTS INCORPORATED BY REFERENCE: Portions of the definitive proxy statement (the "Definitive Proxy Statement") to be filed with the Securities and Exchange Commission relative to the Company's annual meeting of shareholders to be held May 20, 1998 are incorporated by reference in Part III hereof. ================================================================================ PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K The following financial statements and schedules are filed as part of this report: Page (a)1. Financial Statements See index in Part II, Item 8...................... 24 (a)2. and (d) Financial Statement Schedules Report of Independent Accountants................. 46 Schedule II - Valuation and Qualifying Accounts... 47 All schedules not listed above are omitted because they are not applicable or the required information is included in the financial statements or notes thereto. (a)3. and (c) Exhibits 3.01 Registrant's Amended and Restated Articles of Incorporation filed on February 7, 1994. (1) 3.02 Registrant's Certificate of Correction of Amended and Restated Articles of Incorporation filed on April 7, 1994. (1) 3.03 Registrant's Bylaws, as amended. (2) 4.01 Form of Specimen Certificate for Registrant's Common Stock. (3) 4.02 Registration Rights Agreement among Registrant, Vinita Gupta, Summit Ventures L.P., SV Eurofund C.V. and Summit Investors, L.P. dated December 23, 1987 and certain exhibits thereto. (3) +10.01 Registrant's 1986 Stock Option Plan, as amended. (3) +10.02 Form of Agreement for Registrant's 1986 Stock Option Plan. (1) +10.03 Registrant's 1986 Stock Purchase Plan. (3) +10.04 Form of Agreement for Registrant's 1986 Stock Purchase Plan, as amended. (1) +10.05 Registrant's 1992 Equity Incentive Plan, as amended. (8) +10.06 Form of Agreement for Registrant's 1992 Equity Incentive Plan, as amended. (1) +10.07 Registrant's 1993 Employee Stock Purchase Plan. (3) +10.08 Registrant's 1994 Directors Stock Option Plan. (1) +10.09 Form of Agreement for Registrant's 1994 Directors Stock Option Plan. (1) 10.10 Form of Indemnity Agreement entered into with each of Registrant's directors. (3) 10.11 Lease Agreement between Registrant and John Hancock Mutual Life Insurance Company dated June 17, 1992. (3) 10.12 Form of Patent License Agreement between Registrant and QPSX Communications Ltd. dated December 1993. (3) 10.13* Software License Agreement between Registrant and Epilogue Technology Corporation dated January 20, 1992. (3) 10.14 Stockholder Agreement among Registrant, Vinita Gupta, Narendra Gupta, Summit Ventures, L.P., SV Eurofund C.V. and Summit Investors, L.P. dated December 23, 1987. (3) 10.16 Original Equipment Manufacturer Agreement between Registrant and Siemens Aktiengesellschaft dated April 7, 1995.(4) +10.18 Employment Agreement between Registrant and Alan Fraser dated September 5, 1996.(6) +10.19 Security Agreement between Registrant and Alan Fraser dated September 30, 1996.(6) +10.20 Secured Promissory Note from Alan Fraser dated September 30, 1996. (6) +10.21 Separation Agreement between Registrant and James Checco dated November 19, 1996. (7) 21.01 List of Subsidiaries. (3) 23.01 Consent of Independent Accountants (9) 27.01 Financial Data Schedule (9) 27.02 Restated Financial Data Schedule for the year ended December 31, 1996 27.03 Restated Financial Data Schedule for the six month period ended June 30, 1997 27.04 Restated Financial Data Schedule for the nine month period ended September 30, 1997 - ----- * Confidential treatment has been obtained with respect to portions of this exhibit. (1) Filed as an exhibit to Registrant's Form 10-K for the year ended December 31, 1994 and incorporated herein by reference. (2) Filed as an exhibit to Registrant's Registration Statement on Form S-8 (No. 33-95176) filed on July 31, 1995 and incorporated herein by reference. (3) Filed as an exhibit to Registrant's Form S-1 Registration Statement (File No. 33-72642), which was declared effective January 31, 1994, and incorporated herein by reference. (4) Filed as an exhibit to Registrant's Form 10-Q for the quarter ended June 30, 1995 and incorporated herein by reference. (5) Filed as an exhibit to Registrant's Form 10-K for the year ended December 31, 1995 and incorporated herein by reference. (6) Filed as an exhibit to Registrant's Form 10-Q for the quarter ended September 30, 1996 and incorporated herein by reference. (7) Filed as an exhibit to Registrant's Form 10-K for the year ended December 31, 1996 and incorporated herein by reference. (8) Filed as an exhibit to Registrant's Registration Statement on Form S-8 (No. 333-27855) filed on May 27, 1997 and incorporated herein by reference. (9) Filed as an exhibit to Registrant's Form 10-K for the year ended December 31, 1997 previously filed on March 26, 1998 and incorporated herein by reference. + Management contract or compensatory plan required to be filed as an exhibit to this Form 10-K. (b) Reports on Form 8-K No reports on Form 8-K were filed during the last quarter of the period covered by this report. 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. DIGITAL LINK CORPORATION April 20, 1998 By: /s/ Stanley E. Kazmierczak ------------------------------ Stanley E. Kazmierczak Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following person on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- * Chairperson of the Board, Chief April 20, 1998 ----------------------------- Executive Officer and President Vinita Gupta (Principal Executive Officer) Chief Financial Officer and Vice President, Finance and Administration (Principal Financial and /s/ Stanley E. Kazmierczak Accounting Officer) April 20, 1998 - ------------------------------ Stanley E. Kazmierczak * Director April 20, 1998 - ------------------------------ Richard C. Alberding * Director April 20, 1998 - ------------------------------ Gregory M. Avis * Director April 20, 1998 - ------------------------------ Lance Boxer * Director April 20, 1998 - ------------------------------ Alan I. Fraser * Director April 20, 1998 - ------------------------------ Narendra K. Gupta
*By: /s/ Stanley E. Kazmierczak ---------------------------------------- Stanley E. Kazmierczak, Attorney-in-Fact EX-27 2 RESTATED FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the financial statements of the Company for the 12-month period ended December 31, 1996 and is qualified in its entirety by reference to such financial statements. 12-MOS DEC-31-1996 JAN-01-1996 DEC-31-1996 2,043 19,585 6,490 465 5,920 37,454 7,686 5,539 62,733 8,931 0 0 0 30,913 22,889 62,733 52,078 52,078 21,457 47,727 (2,495) 0 0 6,846 2,149 4,697 0 0 0 4,697 0.52 0.50
EX-27 3 RESTATED FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the financial statements of the Company for the six-month period ended June 30, 1997 and is qualified in its entirety by reference to such financial statements. 6-MOS DEC-31-1997 JAN-01-1997 JUN-30-1997 4,045 21,771 6,901 478 6,479 42,710 8,692 6,116 65,408 10,004 0 0 0 31,105 24,299 65,408 33,071 33,071 13,672 29,982 (1,278) 0 0 4,367 1,331 3,036 0 0 0 3,036 0.33 0.32
EX-27 4 RESTATED FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the financial statements of the Company for the nine-month period ended September 30, 1997 and is qualified in its entirety by reference to such financial statements. 9-MOS DEC-31-1997 JAN-01-1997 SEP-30-1997 3,554 22,608 8,495 495 7,725 45,825 9,564 6,403 67,885 12,489 0 0 0 32,131 23,265 67,885 51,600 51,600 21,620 50,042 (1,924) 0 0 3,482 1,061 2,421 0 0 0 2,421 0.26 0.25
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