-----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, Oyc5hlEG6vgvqdOukJGlfh1aE9PEpzOm+1FrRnRRh/TsJvR3oQJA/wgrsnHxmsCF Ahd4HctnVm5IZJ2ii4L9iw== 0000891020-97-000013.txt : 19970110 0000891020-97-000013.hdr.sgml : 19970110 ACCESSION NUMBER: 0000891020-97-000013 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19970109 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: VISIO CORP CENTRAL INDEX KEY: 0000946665 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 911448389 STATE OF INCORPORATION: WA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-26772 FILM NUMBER: 97503366 BUSINESS ADDRESS: STREET 1: 520 PIKE ST STREET 2: STE 1800 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 2065214500 MAIL ADDRESS: STREET 1: 520 PIKE ST STREET 2: SUITE 1800 CITY: SEATTLE STATE: WA ZIP: 98101 10-K/A 1 EDGAR FORM 10-K/A FOR VISIO CORPORATION 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. 2 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. 3 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 4 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.
Signature Title Date --------- ----- ---- /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
38 5 INDEX TO EXHIBITS
NUMBER DESCRIPTION PAGE ------ ----------- ---- 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
- ------------- * 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. EX-11.1 2 COMPUTATION OF EARNINGS PER SHARE 1 EXHIBIT 11.1 VISIO CORPORATION COMPUTATION OF NET INCOME (LOSS) PER SHARE IN THOUSANDS EXCEPT NET INCOME (LOSS) PER SHARE (UNAUDITED)
YEAR ENDED SEPTEMBER 30, ----------------------------------- 1996 1995 1994 ------- ------- ------- 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) ======= ======= =======
EX-21.1 3 SUBSIDIARIES 1 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) EX-23.1 4 CONSENT OF INDEPENDENT AUDITORS 1 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 -----END PRIVACY-ENHANCED MESSAGE-----