10-K405/A 1 e10-k405a.txt AMENDMENT NO.1 TO FORM 10-K405 YEAR ENDED 4/2/2000 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ 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 April 2, 2000 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 NUMBER 0-23298 QLOGIC CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 33-0537669 (STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.) 26600 LAGUNA HILLS, ALISO VIEJO, CALIFORNIA 92656 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (949) 389-6000 (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, Par Value $0.001 Per Share Series A Junior Participating Preferred Stock, Par Value $0.001 Per Share (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 (Section 229.405 of this chapter) 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] As of July 14, 2000, the aggregate market value of the voting stock held by non-affiliates was $5,676,245,845. As of July 14, 2000, the registrant had 74,696,055 shares of common stock outstanding. ================================================================================ 2 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The following table sets forth certain information with respect to our directors and executive officers.
Name Age Position ---- --- -------- H.K. Desai 54 Chairman of the Board, Chief Executive Officer and President Larry R. Carter (1) 57 Director James R. Fiebiger (1) 58 Director Carol L. Miltner (2) 57 Director George D. Wells (2) 64 Director Thomas R. Anderson 56 Vice President and Chief Financial Officer Mark K. Edwards 41 Vice President and General Manager, Computer Products Lawrence F. Fortmuller, Jr. 51 Vice President, Corporate Marketing Michael R. Manning 46 Secretary and Treasurer Robert W. Miller 44 Vice President, Operations David M. Race 44 Vice President and General Manager, Enclosure Management Products Mark D. Spowart 48 Vice President, Sales David Tovey 55 Vice President and General Manager, Peripheral Products
--------------- (1) Member of the Audit Committee (2) Member of the Compensation Committee Our officers are elected annually by the Board of Directors for each year period, or portion thereof, and serve at the discretion of the Board of Directors. None of our executive officers have any family relationship with any other executive officer or director of QLogic. Mr. Desai joined us in August 1995 as President and Chief Technical Officer. He was subsequently promoted to President and Chief Executive Officer, became a Director in January 1996 and Chairman of the Board in May 1999. From May 1995 to August 1995, he was Vice President, Engineering (Systems Products) at Western Digital Corporation, a manufacturer of disk drives. From July 1990 until May 1995, he served as Director of Engineering, and subsequently Vice President of Engineering for QLogic. Mr. Desai is also a board member of Microsemi Corporation, a supplier of analog integrated circuits and power and signal discrete semiconductors. 3 Mr. Carter has served as a director since June 1999. He is Sr. Vice President of Finance and Administration and Chief Financial Officer of Cisco Systems, Inc., a computer networking products company. From July 1992 to January 1995, he served as Vice President and Corporate Controller of Advanced Micro Devices, Inc. Mr. Carter has also served as Chief Financial Officer for VLSI Technology, Inc. and for SGS Thompson Microelectronics, Inc. Dr. Fiebiger has served as a director since February 2000. Since December 1999, he has been Chairman and Chief Executive Officer of Lovoltech, a start-up fabless semiconductor company specializing in low voltage devices. He is also a board member of Mentor Graphics and Artest Corporation. Dr. Fiebiger has also served as president and Chief Operating Officer for VLSI Technology, Inc. and Corporate Vice President and Assistant General Manager for Motorola Semiconductor Sector. Ms. Miltner has served as a director since February 1994. She is a senior partner of Impact LLC, a management consultant and seminar firm. From December 1993 until March 1995, she served as Executive Vice President of Sales and Marketing of AmeriQuest Technologies, Inc., a subassembler of storage products and distributor of microcomputer products. From July 1991 to December 1993 she was President of Motivation by Miltner. Mr. Wells has served as a director since February 1994. He also currently serves as a member of the Board of Directors of Johnson Matthey, a U.K. company involved with advanced materials technology. He was President and Chief Executive Officer of Exar Corporation, from June 1992 until October 1996. Before joining Exar, he served as President and Chief Operating Officer of LSI Logic, a manufacturer of HCMOS and BiCMOS application specific integrated circuits, for seven years. Mr. Anderson joined us in July 1993 as Vice President and Chief Financial Officer. Prior to joining us, Mr. Anderson was Executive Vice President, Chief Operating Officer and Chief Financial Officer of HIARC, Inc., a software startup company. From October 1990 to December 1992, he was corporate Senior Vice President and Chief Financial Officer at Distributed Logic Corporation, a manufacturer of tape and disk controllers and subsystems. Mr. Edwards joined us in September 1996 as Vice President of Sales and Corporate Marketing, and is currently Vice President and General Manager, Computer Products. Prior to joining us, Mr. Edwards worked at Unisys from August 1993 to September 1996 where he was most recently Vice President, Sales & Marketing for the Storage Systems Division. Mr. Edwards has held a number of sales and marketing positions in the U.S. and Europe with Unisys, Digital Equipment Corporation and Zitel. Mr. Fortmuller joined us in October 1996 as Vice President and General Manager, Computer Products, and is currently Vice President of Marketing. From June 1987 to October 1996, Mr. Fortmuller held management positions at AST Research, Inc., a computer manufacturer, including Vice President, Americas Marketing. Mr. Manning joined Emulex, a network product manufacturer (our former parent company) in July 1983 as Director of Tax. He was named Senior Director and Treasurer of Emulex in April 1991 and Secretary in August 1992. Mr. Manning joined us in June 1993. Mr. Miller joined Emulex, a network product manufacturer (our former parent company) in June 1990 as a staff engineer and was named Engineering Manager in August 1992. After joining us in 1993 he was named Director of Engineering in July 1994 and Director of Operations in August 1995. He was subsequently promoted to Vice President of Operations in July 1997. Mr. Race joined us in August 1998 as Vice President and General Manager, Enclosure Management Products. Mr. Race was Co-founder and President of Silicon Design Resources, Inc. (SDR) from January 1996 until August 1998, when SDR was acquired by QLogic. Mr. Race held positions at Software.com, and was previously employed by Distributed Processing Technology from March 1989 to January 1996. 4 Mr. Spowart joined us in January 2000 as Vice President of Sales. Prior to joining us, Mr. Spowart worked at ATL Products from March 1992 to January 2000 where he was most recently Vice President, Worldwide Sales. Mr. Spowart has held a number of sales executive positions at Auspex Systems and Memorex Telex. Mr. Tovey joined us in April 1994 as Vice President of Marketing, and was named Vice President and General Manager of Peripheral Products in July 1996. From March 1985 to April 1994, he held various positions with Toshiba America Information Systems, a computer system manufacturer, including Director of Technology Planning and Vice President of OEM Marketing. ITEM 11. EXECUTIVE COMPENSATION The following table sets forth compensation received for the three fiscal years ended April 2, 2000 by our Chief Executive Officer and the four next highest paid executive officers (the "Named Officers") at April 2, 2000. SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION --------------------------------- LONG-TERM COMPENSATION OTHER --------------------------------- NAME AND ANNUAL STOCK OPTION ALL OTHER PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMP.(1) GRANTS(2) COMPENSATION($)(3) ----------------------------- ---- --------- -------- -------- ------------ ------------------ H. K. Desai 2000 373,434 400,000 -0- 632,000 shs. 11,620 Chairman of the Board, CEO 1999 316,224 334,000 -0- 280,000 shs. 11,258 President, and Director (4) 1998 277,008 200,000 -0- 120,000 shs. 9,980 Thomas R. Anderson 2000 206,875 146,550 -0- 80,000 shs. 7,443 V.P. and Chief Financial 1999 179,369 120,000 -0- 80,000 shs. 6,468 Officer 1998 163,908 70,000 -0- -0- shs. 5,764 Mark K. Edwards 2000 192,928 136,500 -0- 60,000 shs. 6,309 V.P. and General Manager -- 1999 165,625 120,000 -0- 60,000 shs. 5,447 Computer Products 1998 158,008 70,000 -0- -0- shs. 5,122 Lawrence F. Fortmuller, Jr. 2000 186,342 115,000 -0- 40,000 shs. 6,355 V.P. Corporate Marketing 1999 170,667 110,000 -0- 60,000 shs. 6,020 1998 159,760 70,000 -0- -0- shs. 5,430 David Tovey 2000 194,078 137,100 -0- 80,000 shs. 6,948 V.P. and General Manager -- 1999 168,660 120,000 -0- 60,000 shs. 6,135 Peripheral Products 1998 160,680 70,000 -0- -0- shs. 5,633
---------- (1) Perquisites and other personal benefits did not in the aggregate equal or exceed the lesser of $50,000 for any named individual or 10% of the total of annual salary and bonus reported in this table for such person. (2) The amounts in the table represent shares of our common stock covered by stock options granted to the named individual under the QLogic Corporation Stock Awards Plan. Share quantities for all fiscal years presented have been restated to reflect out stock splits. (3) This column includes our matching contributions to the QLogic Corporation Retirement Savings Plan and group term life insurance premiums paid with respect to the named individual. (4) Mr. Desai served as our Vice President of Engineering from February 1994, when the Company became a separate publicly-held corporation, until his resignation on May 1, 1995. He was rehired on August 4, 1995 as President and Chief Technical Officer. Mr. Desai was subsequently appointed as our President and Chief Executive Officer effective January 1996, and Chairman of the Board of Directors in May 1999. 5 KEY EMPLOYEE RETENTION AGREEMENT The Company has previously entered into an agreement with Mr. Desai under which Mr. Desai would be entitled to receive the following payments and benefits in the event of termination of his employment without cause or by Mr. Desai because of a demotion within two years after a change in control of the Company: (i) a severance payment equal to the present value of two times the sum of Mr. Desai's annual salary plus the highest annual average of any two of his last three annual bonuses; (ii) continuation for two years following termination of employment of his health, life insurance, disability income, tax assistance, and executive automobile benefits (reduced to the extent similar benefits are received by him from another employer); and (iii) acceleration of vesting of his right to exercise his stock options based on the length of his continued employment following the grant of the option by one year upon the change in control of the Company and full acceleration of vesting of such exercise right in the event of termination of his employment without cause or because of a demotion within two years after the change in control. OPTION MATTERS Option Grants. The following table sets forth information on grants of stock options pursuant to the QLogic Corporation Stock Awards Plan during the fiscal year ended April 2, 2000, to the Named Officers: OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE INDIVIDUAL GRANTS VALUE AT ASSUMED ------------------------------------------------------ ANNUAL RATES OF NUMBER OF STOCK PRICE SECURITIES % OF TOTAL APPRECIATION FOR UNDERLYING OPTIONS OPTIONS OPTIONS GRANTED TO EXERCISE TERM ($)(4) GRANTED EMPLOYEES IN PRICE EXPIRATION -------------------- NAME (1) FISCAL YEAR (2) ($/SHARE) DATE (3) 5% 10% ----------------------------- ---------- --------------- --------- ---------- ------- --------- H. K. Desai 432,000 18.74 31.3125 6/25/09 8,507,058 21,558,554 200,000 8.67 52.0625 11/01/09 6,548,365 16,594,843 Thomas R. Anderson 80,000 3.47 31.3125 6/25/09 1,575,381 3,992,325 Mark K. Edwards 60,000 2.60 31.3125 6/25/09 1,181,536 2,994,243 Lawrence F. Fortmuller, Jr. 40,000 1.73 31.3125 6/25/09 787,691 1,996,162 David Tovey 80,000 3.47 31.3125 6/25/09 1,575,381 3,992,325
--------------- (1) The amounts in the table represent shares of our common stock covered by stock options granted to the named individual under the QLogic Corporation Stock Awards Plan. Each option becomes exercisable on a cumulative basis as to 25% of the option shares one year after the date of grant and as to an additional 6.25% of the option shares each three month interval thereafter. (2) Options to purchase an aggregate of 2,306,000 shares of common stock were granted to employees, including the Named Officers, during the fiscal year ended April 2, 2000. (3) Options granted have a term of 10 years, subject to earlier termination in certain events related to termination of employment. (4) These columns present hypothetical future values of the stock obtainable upon exercise of the option net of the option's exercise price, assuming that the market price of our common stock appreciates at a 5% and 10% compound annual rate over the ten year term of the options. The 5% and 10% rates of stock price appreciation are presented as examples pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC")and do not necessarily reflect our estimate or projection of QLogic's future stock price performance. The potential realizable values presented are not intended to indicate the value of the options. 6 Option Exercises. The following table sets forth information concerning stock options which were exercised during, or held at the end of, fiscal 2000 by the Named Officers: AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES(1)
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED SHARES UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS ACQUIRED AT FISCAL YEAR END(#) AT FISCAL YEAR END($)(2) ON VALUE --------------------------- --------------------------- NAME EXERCISE REALIZED($)(2) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE ---------------------------- -------- -------------- ----------- ------------- ----------- ------------- H. K. Desai................. 240,754 11,064,010 31,758 884,504 4,241,878 94,801,871 Thomas R. Anderson.......... 92,340 4,066,845 3,296 127,492 439,791 14,556,180 Mark K. Edwards............. 190,000 13,421,983 60,250 133,750 8,024,228 16,021,796 Lawrence F. Fortmuller, Jr. 92,550 3,768,973 13,708 133,742 1,811,026 16,602,625 David Tovey................. 166,000 14,714,720 98,764 131,236 13,117,103 15,085,551
--------------- (1) Share quantities for all transactions have been restated to reflect stock splits. (2) Market value of underlying securities at exercise date or year end, as the case may be, minus the exercise or base price of "in-the-money" options. The closing sale price for the Company's common stock as of April 2, 2000 on The Nasdaq National Market was $135.50. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION The current Compensation Committee consists of Mr. Wells and Ms. Miltner, neither of whom is now, or was at any time during the last completed fiscal year, an officer or employee of QLogic. During fiscal year 2000, none of our executive officers served as a member of the Compensation Committee (or its equivalent) or as a director of any entity whose executive officers served on either our Compensation Committee or our Board of Directors. DIRECTOR'S COMPENSATION Directors' Fees. For service on the Board of Directors, directors who are not QLogic employees receive a quarterly retainer of $6,000 plus $1,000 for each meeting of the Board of Directors in excess of five per year, and reimbursement for travel expenses. In addition, the chairmen of the audit and compensation committees receive an additional quarterly retainer of $1,000. Directors who are QLogic employees receive no additional compensation for serving on the Board of Directors. Directors are entitled to reimbursement for out-of-pocket expenses in connection with attendance at board and committee meetings. Stock Options. On January 12, 1994, our Board of Directors adopted the QLogic Corporation Non-Employee Director Stock Option Plan (the "Director Plan") under which shares of QLogic common stock may be issued pursuant to the exercise of stock options granted under the Director Plan to directors who are not employees of QLogic or any of its subsidiaries. The Director Plan was approved by Emulex prior to the distribution of our shares by Emulex to its then shareholders as a result of which QLogic became a separate publicly held company. In June 1996, the Board adopted, and in August 1996 the stockholders approved, amendments to the Director Plan to (i) extend the termination date of the Director Plan by five years to December 31, 2001, (ii) increase the number of shares of common stock subject to the Director Plan by 600,000, (iii) provide for initial grants to new directors of options to purchase 64,000 shares of common stock, and (iv) provide for annual grants to each non-employee director 7 (other than the Chairman of the Board) of options to purchase 24,000 shares of common stock, and annual grants to the Chairman of the Board of options to purchase 40,000 shares of common stock. As so amended, a total of 1,600,000 shares of common stock has been reserved for issuance under the Director Plan. (All share quantities have been restated to reflect our stock splits.) In June 1999, the Board adopted, and in September 1999 the stockholders approved, a further amendment to the Director Plan to increase annual grants of options to purchase shares of common stock from 24,000 to 32,000 for each non-employee director (other the Chairman of the Board), and from 40,000 to 54,000 for a non-employee Chairman of the Board. As of July 14, 2000, an aggregate of 877,996 shares of common stock had been issued upon exercise of stock options granted under the Director Plan, options for a total of 254,000 shares were outstanding and the remaining 468,004 shares were available for grant. All stock options granted under the Director Plan have 10-year terms and vest as to one-third of the shares granted on each of the next three anniversary dates, if the director to whom the option is granted is still a QLogic director on such anniversary. COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Based on its review of copies of reporting forms and certifications of our directors and executive officers, we believe that all filing requirements under Section 16(a) of the Securities Exchange Act of 1934 applicable to our directors and executive officers in the year April 2, 2000 were satisfied. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth as of July 14, 2000, information regarding beneficial ownership of our common stock by each director and each executive officer and by all directors and executive officers as a group.
SHARES BENEFICIALLY OWNED(1) ---------------------- NUMBER PERCENT --------- ------- H.K. Desai(2)............................................................. 678,768 1.0% Larry R. Carter(3)........................................................ 21,334 * James R. Fiebiger......................................................... 0 * Carol L. Miltner(4)....................................................... 13,400 * George D. Wells(5)........................................................ 29,550 * Thomas R. Anderson(6)..................................................... 184,534 * Mark K. Edwards(7)........................................................ 220,001 * Lawrence F. Fortmuller, Jr.(8)............................................ 208,449 * Michael R. Manning(9)..................................................... 107,002 * Robert W. Miller(10)...................................................... 66,104 * David M. Race(11)......................................................... 57,992 * Mark D. Spowart........................................................... 74 * David Tovey(12)........................................................... 357,416 * All Directors and Executive Officers as a group (13 Persons).............. 1,944,624 3.0%
--------------- * Less than 1% of the outstanding shares of common stock. (1) Based upon 74,696,055 shares of common stock outstanding. Each named person and all directors and executive officers as a group are deemed to be the beneficial owners of shares of common stock that may be acquired within 60 days upon exercise of stock options. Accordingly, the number of shares and percentages set forth next to the name of such person and all directors and executive officers as a group include the shares of common stock issuable upon stock options exercisable within 60 days. However, the shares of common stock so issuable upon such exercise by any such persons are not included in calculating the percentage of common stock beneficially owned by any other stockholder. 8 (2) Includes 214,758 shares which may be purchased pursuant to stock options which are currently, or within the next 60 days will be, exercisable. (3) Consists entirely of shares which may be purchased pursuant to stock options which are currently, or within the next 60 days will be, exercisable. (4) Includes 8,000 shares which may be purchased pursuant to stock options which are currently, or within the next 60 days will be, exercisable. (5) Includes 14,000 shares which may be purchased pursuant to stock options which are currently, or within the next 60 days will be, exercisable. (6) Includes 28,296 shares which may be purchased pursuant to stock options which are currently, or within the next 60 days will be, exercisable. (7) Includes 99,000 shares which may be purchased pursuant to stock options which are currently, or within the next 60 days will be, exercisable. (8) Includes 39,874 shares which may be purchased pursuant to stock options which are currently, or within the next 60 days will be, exercisable. (9) Includes 14,800 shares held for the benefit of Mr. Manning's minor children and 5,000 shares which may be purchased, pursuant to stock options which are currently, or within the next 60 days will be, exercisable. (10) Includes 24,290 shares which may be purchased pursuant to stock options which are currently, or within the next 60 days will be, exercisable. (11) Includes 41,412 shares which may be purchased pursuant to stock options which are currently, or within the next 60 days will be, exercisable. (12) Includes 119,016 shares which may be purchased pursuant to stock options which are currently, or within the next 60 days will be, exercisable. The following table sets forth information regarding ownership of outstanding shares of our common stock by those individuals or groups who have advised us that they own more than five percent (5%) of such outstanding shares.
SHARES OWNED AS OF JULY 25, 2000 --------------------------------- NAME OF BENEFICIAL OWNER NUMBER PERCENT ------------------------ ------------ ------- FMR Corp. 7,758,952(1) 10.6% 82 Devonshire Street Boston, MA 02109 Morgan Stanley Dean Witter & Co. 5,321,038(2) 7.1% 1585 Broadway New York, NY 10036
------------ (1) Based on its Schedule 13G/A filed July 25, 2000, FMR Corp., a parent holding company of investment companies with its principal offices at 82 Devonshire Street, Boston, MA 02109, Edward C. Johnson 3d, the Chairman of FMR Corp. and Abigail P. Johnson, a Director of FMR Corp., beneficially owned 7,758,952 shares of common stock, including sole voting power over 3,453,800 shares and sole dispositive power over 7,008,352 shares, as of July 18, 2000. (2) Based on its Schedule 13G filed February 4, 2000 Morgan Stanley Dean Witter & Co., an investment advisor with their principal offices at 1585 Broadway, New York, NY 10036, beneficially owned 5,321,038 shares of common stock, including shared voting power over 5,157,438 shares and shared dispositive power over 5,321,038 shares, as of February 4, 2000. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS None. 9 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K. (a) Financial Statements and Schedules (1) Consolidated Financial Statements None. (2) Financial Statements Schedule None. (3) Exhibit Index Exhibit Number Item Caption ------ ------------ 23.1.1 Consent of Independent Auditors.(15) --------- (15) New exhibit filed with this report 10 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to Form 10-K on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized, on the 31st day of July, 2000. QLOGIC CORPORATION By: /s/ H.K. Desai --------------------------------------- H. K. Desai Chairman of the Board, Chief Executive Officer, President and Director POWER OF ATTORNEY We, the undersigned directors and officers of QLogic Corporation, do hereby constitute and appoint H. K. Desai and Thomas R. Anderson, or either of them, our true and lawful attorneys and agents, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names, in the capacities indicated below, which said attorneys and agents, or either of them, may deem necessary or advisable to enable said corporation to comply with the Securities Exchange Act of 1934, and any rules, regulations, and requirements of the Securities and Exchange Commission, in connection with this Amendment, including specifically, but without limitation, power and authority to sign any and all further amendments to the Report on Form 10-K and any and all amendments hereto; and we do hereby ratify and confirm all that the said attorneys and agents, or either of them, shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment on Form 10-K/A has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE ---------------------------------------- ------------------------------ --------------------- /s/ H.K. Desai Chairman of the Board, Chief July 31, 2000 ---------------------------------------- Executive Officer, President H. K. Desai and Director (Principal Executive Officer) /s/ Thomas R. Anderson Vice President and Chief July 31, 2000 ---------------------------------------- Financial Officer Thomas R. Anderson (Principal Accounting Officer) /s/ Carol L. Miltner Director July 31, 2000 ---------------------------------------- Carol L. Miltner /s/ George D. Wells Director July 31, 2000 ---------------------------------------- George D. Wells /s/ Larry R. Carter Director July 31, 2000 ---------------------------------------- Larry R. Carter /s/ James R. Fiebiger Director July 31, 2000 ---------------------------------------- James R. Fiebiger
11 EXHIBIT INDEX Exhibit Number Item Caption ------ ------------ 23.1.1 Consent of Independent Auditors.(15) --------- (15) New exhibit filed with this report