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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999.
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 000-20364
BANYAN SYSTEMS INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
MASSACHUSETTS
(State or Other Jurisdiction of Incorporation or Organization)
04-2798394
(I.R.S. Employer Identification No.)
120 FLANDERS ROAD
WESTBORO, MASSACHUSETTS 01581
(Address and Zip Code of Principal Executive Offices)
Registrant's telephone number, including area code: 508-898-1000
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. [_]
The aggregate market value of the voting common stock held by non-
affiliates of the Registrant, based on a per share fair market value as of March
24, 2000 of $19.56, was approximately $386,933,318.52. For this purpose, any
officer, director or 5% stockholder of the Company is deemed to be an affiliate.
The Registrant has no shares of non-voting Common Stock authorized or
outstanding.
On March 24, 2000, there were 23,320,488 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Specifically identified portions of the Annual Report to Shareholders for
the fiscal year ended December 31, 1999 (the "Annual Report to
Shareholders") are incorporated by reference into Parts I and II of this
Annual Report on Form 10-K.
(2) Specifically identified portions of the Company's Definitive Proxy
Statement, to be filed with the Securities and Exchange Commission within
120 days after December 31, 1999 in connection with the Company's 2000
Annual Meeting of Stockholders, are incorporated by reference into Part III
of this Annual Report on Form 10-K.
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements that
are subject to a number of risks and uncertainties, including, without
limitation, information with respect to our plans and strategy for our business,
statements relating to the sufficiency of cash and cash equivalent balances,
anticipated expenditures, the intended effects of our discontinuation of the
software business and, our sales and marketing and product development efforts.
For this purpose, any statements contained herein that are not statements of
historical fact may be deemed to be forward-looking statements. Without limiting
the foregoing, the words "believes," "anticipates," "plans," "expects"
and similar expressions are intended to identify forward-looking statements.
There are a number of important factors that could cause actual events or actual
our results to differ materially from those indicated by such forward-looking
statements. We cannot guarantee future results, levels of activity, performance
or achievements and you should not place undue reliance on our forward-looking
statements. These factors include, without limitation, the ability to continue
to grow our services business, our ability to identify, acquire, integrate and
assimilate acquisitions, the success of Switchboard and other factors set forth
under the caption into "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Factors Affecting Future Operating
Results" which is incorporated by reference in Part II of this Annual Report on
Form 10-K. From time to time, we may also provide oral or written forward-
looking statements in other materials we release to the public. We do not assume
any obligation to update any of the forward-looking statements we make.
PART I
ITEM 1. BUSINESS
GENERAL
Banyan Systems Incorporated (now doing business as ePresence), is a leading
provider of e-services on leading-edge Internet and directory technology. Our
primary service offerings include web site and web portal design and
implementation; directory and security planning, design and integration; and
network integration and optimization.
Web site design and web portal design and implementation services allow
customers to use the Internet to further the goals of their businesses. Our
system architects plan the technical infrastructure for intranets, extranets and
Internet sites. We assist customers with Web site management, staffing, content
and maintenance. We develop data-backed Web sites including directories, image
repositories, course catalogs, archives, document libraries and other
applications. We have the capability to integrate third-party software into
customers' web applications, such as search engines, SQL databases, ad
management software and other applications with a focus on customer relationship
management and personalization.
Directory and security planning, design and integration allow customers to
improve the architecture and performance of their enterprise and Internet
infrastructure. Our consultants provide a comprehensive analysis of a
customer's enterprise-computing environment including topology, security
requirements, client capabilities, application and messaging directory
environment, constraints and data ownership. Our consultants also provide a
security assessment service, which includes a comprehensive security analysis of
a customer's enterprise and Internet infrastructure that assesses critical
requirements and efficiencies. The service includes a review of business
objectives, a basic security assessment, a threat and risk assessment and a
penetration analysis simulating an intruder attack in a safe, controlled way.
The customer's directory and security is evaluated and an assessment of
available technology products is performed. Our consultants provide customers
with a proof of concept where a proposed solution is built, prototyped and
tested.
Network integration and optimization allow customers to achieve improved
network performance across multiple platforms. We understand that high
availability and performance are the foundation of creating an e-business
environment that offers customers, employees and business partners a positive
experience. Building and improving infrastructure designs, proactively
addressing recurring performance issues and planning for growth all
require that organizations have an understanding of the normal, operating
conditions of their applications and underlying network. We offer personalized,
proactive application trending, with expert analysis and recommendations for
improving and maintaining overall application performance, underlying network
performance, service levels and bandwith utilization.
A critical element of our strategy is to assure that customers are provided
with consulting services required to build, manage and optimize the network
environment using multi-vendor products. Consulting services are generally
offered on a customized basis and in certain cases are packaged with other
services. When combined with other third party products and services, they are
positioned as solution offerings.
In early 1999, we established a global alliance with Microsoft Corporation
to deliver greater business value and increase competitive advantage for
enterprise customers. We plan to develop new services and software tools that
increase the interoperability, connectivity and integration among our products
and those of Microsoft. As part of the alliance, we have begun to expand our
Microsoft certified network services organization, establish Customer Solutions
Centers and work with Microsoft to develop worldwide sales and marketing
programs. Under the agreement, Microsoft agreed to provide $10 million over a
three-year period for training at least 500 professionals, certain marketing and
product development efforts as well as the purchase of 1,750,000 common stock
warrants. Through December 31, 1999, Microsoft has advanced $8.4 million and we
have certified 150 employees on Microsoft technologies.
In October 1999, we announced a decision to exit our software business and
initiated the accounting of our software business as discontinued operations.
Prior to 1999, the largest share of our revenue was derived from our software
business. Since 1995, our software revenues had declined primarily due to
competitive pressures in the network operating system and electronic messaging
markets.
During 1999, we focused our efforts on strengthening our position in the
e-services marketplace with the creation of our services division and the
positioning of Switchboard as a viable stand-alone entity through business
development and a strategic relationship with CBS Corporation. This focus also
led to our January 2000 acquisition of an e-business services company that
specializes in web design, development and intregration to expand our e-services
market position.
Banyan is a registered trademark of the Company and ePresence is a
servicemark of the Company. Other trademarks, tradenames and service marks used
in this Annual Report Form 10-K are the property of their respective companies
or organizations.
SWITCHBOARD INCORPORATED
Our subsidiary, Switchboard Incorporated, is a leading Internet-based local
merchant network interconnecting consumers, merchants and national advertisers.
Through its Web site, Switchboard.com, Switchboard offers users local
information about people and businesses across the United States, including
listings of over 96 million individuals, 12 million businesses and 4 million
e-mail addresses. The Switchboard Web site provides a broad range of functions,
content and services designed to connect consumers and businesses on the
Internet.
On March 2, 2000, Switchboard consummated an initial public offering. Prior
to the offering we owned approximately 54% of Switchboard's outstanding common
stock. Following the offering, we own approximately 41% of Switchboard's
outstanding common stock. Due to our stock ownership and control of
Switchboard's board of directors, we will continue to consolidate Switchboard's
results as part of our financial results. See Note N, Segment information, in
the Company's Notes to Consolidated Financial Statements for the year ended
December 31, 1999 which are incorporated by reference and included herein as
Exhibit 13.
CUSTOMERS
In 1999, we initiated a number of new consulting engagements with leading
organizations such as Daimler Chrysler, Ericsson, Exxon, Sony and the
Commonwealth of Massachusetts, House of Representatives. Going forward, we
believe Internet-related services will be increasingly important to customers
that desire to cost-effectively, securely and reliably extend the reach of their
key business applications via the Web.
Our services customers, which include many Fortune 500 companies, typically
are medium to large-size businesses, financial institutions, professional
organizations, universities, government entities and not-for-profit
organizations with multiple sites dispersed over wide geographic areas.
For the years ended December 31, 1999 and 1998, no one customer accounted
for more than 10% of our continuing revenue. For the year ended 1997, Sprint,
Compaq Computer Corporation and GTE Operations accounted for approximately 17%,
15% and 11% of our continuing revenues.
SALES AND MARKETING
We market our services through sales professionals located in North
America, Europe and Australia. Our primary U.S. regional offices are based in or
near Boston, Dallas, Detroit, New York, San Francisco and Washington, D.C.
Internationally, we have regional offices in Australia, Canada, Germany, The
Netherlands and the United Kingdom. This regional focus, combined with our local
service approach, helps us to develop strong market presence and recognition in
each of our local markets. Our sales professionals operate through a coordinated
process to evaluate prospective customers and secure new engagements.
Our sales efforts are supplemented by marketing and communications
activities that are pursued to build brand and recognition in the marketplace.
These activities include a public relations program, attendance at industry
conferences and business events, sales and marketing materials, public speaking
oppurtunities and training and branding our solutions selling model.
We have established alliances to support our services solutions selling
with the following companies: Checkpoint, Commvault, Critical Path, Dell, EMC,
F5, Fastlane, Incognito, Lightspeed Software, Microsoft, Netegrity, Nextpoint
Networks, Oblix, Peerlogic, Sun-Netscape Alliance and Tally Systems.
COMPETITION
The services business is highly fragmented and increasingly competitive
with no dominant set of Internet consulting or integration competitors worldwide
that we directly compete against. We believe that we currently compete
principally with consulting and integration firms, application vendors and
internal information systems groups. Many of these companies have greater
financial, technical and marketing resources than we have and generate greater
revenues and have greater name recognition than us. In addition, there are
relatively low barriers to entry into our markets and we have faced, and expect
to continue to face, additional competition from new entrants into our markets.
EMPLOYEES
At December 31, 1999, we employed 345 persons, including 243 in sales,
marketing, professional services delivery and related activities, 37 in finance,
administration, and human resources, 53 in Switchboard Incorporated and 12 in
our discontinued software business. We have no collective bargaining agreement
with our employees. We believe that our relations with employees are good.
ITEM 2. PROPERTIES
Our principal administrative and sales and marketing facilities are located
in Westboro, Massachusetts and consist of approximately 170,000 square feet
under leases that expire at various times from December 31, 2002 through July
31, 2005, with an aggregate annual base rent of approximately $941,000. We
sublease approximately 77,000 square feet of that space including aproximately
18,000 square feet to Switchboard, under subleases that expire on July 31, 2000,
September 18, 2000 and December 31, 2002, with an aggregate annual base rental
income of approximately $954,000. We lease and occupy sales offices in 25
additional locations throughout the United States, Canada, Europe and Australia.
ITEM 3. LEGAL PROCEEDINGS
There are no legal proceedings, other than ordinary routine litigation
incidental to our business, to which we or any of our subsidiaries is a party or
of which any of their property is the subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.
EXECUTIVE OFFICERS OF THE REGISTRANT
The Company's executive officers as of March 27, 2000 were as follows:
NAME Age Position
- ---------------------------- ----- ----------------------------------------------------------------
William P. Ferry 47 President and Chief Executive Officer
Robert D. Burke 45 Senior Vice President of Worldwide Sales and President of
ePresence Solutions
Scott Silk 42 Senior Vice President, Marketing and Business Development
Richard M. Spaulding 40 Senior Vice President and Chief Financial Officer, Treasurer
and Clerk
Anthony J. Bellantuoni 48 Vice President, Human Resources
Mr. Ferry, President and Chief Executive Officer, joined the Company in
February 1997. Mr. Ferry has been Chairman of the Board since October 1997 and
Chairman of the Board of Directors of Switchboard Incorporated ("Switchboard"),
a subsidiary of the Company since February 1998. From August 1990 to February
1997, he served in various management capacities at Wang Laboratories, Inc.,
including President, Services Division from July 1994 until February 1997 and
Senior Vice President and General Manager, North American Operations from
January 1993 until July 1994.
Vice President of Applications and Professional Services. Mr. Ferry's
professional experience also includes executive positions at Digital Equipment
Corporation and Texas Instruments.
Mr. Burke, President, Senior Vice President of Worlwide Sales and President
of ePresence Solutions, joined the Company in March 1997. Prior to joining the
Company, Mr. Burke served as Vice President, Worldwide Systems Integration, of
Digital Equipment Corporation's System Integration Business. During his twenty-
one years at Digital, Mr. Burke's other positions included Vice President,
Systems Integration Practice, Vice President, Digital Consulting U.S. Group,
Vice President, U.S. Professional Services/Systems Integration and Vice
President, Digital Services.
Mr. Silk joined the Company in January 1999 as Senior Vice President of
Marketing and Business Development. Prior to joining the Company, Mr. Silk was
President of North American Operations and Vice President of Worldwide Marketing
at Gentia Software from January 1997 to January 1999. In 1996, Mr. Silk was Vice
President of Sales and Marketing at Actium Corporation, a systems integration
firm. From 1980 to 1995, Mr. Silk held a variety of senior level sales,
marketing and general management positions at Unisys Corporation.
Mr. Spaulding, Senior Vice President and Chief Financial Officer, Treasurer
and Clerk, joined the Company in September 1990. Prior to joining the Company,
he served in a number of senior financial management positions with C. R. Bard,
Inc., a medical products provider, from June 1985 to September 1990. From June
1983 to June 1985, Mr. Spaulding was a Certified Public Accountant with Arthur
Andersen & Company.
Mr. Bellantuoni joined the Company in July 1997 as vice president of Human
Resources. Prior to joining the Company, Mr. Bellantuoni was vice president of
Human Resources at Wang Laboratories, Inc. from 1993 to 1997. Mr. Bellantuoni
also held various senior management positions at Wang Laboratories, Inc. from
1979 to his appointment as vice president in 1993.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Information with respect to this item may be found in the section captioned
"Supplementary Data" appearing in the Annual Report to Shareholders. Such
information is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
Information with respect to this item may be found in the section captioned
"Supplementary Data" appearing in the Annual Report to Shareholders. Such
information is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Information with respect to this item may be found in the section captioned
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" appearing in the Annual Report to Shareholders. Such information is
incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Information with respect to this item may be found in the section captioned
"Supplementary Data" appearing in the Annual Report to shareholders and in the
consolidated financial statements and schedules referred to in the Index to
Consolidated Financial Statements and Consolidated Financial Statement Schedules
filed as part of this 10-K. Such information is incorporated herein by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
The information required by Part III is omitted from this Annual Report on
Form 10-K, and incorporated herein by reference to the definitive proxy
statement, pursuant to Regulation 14A, with respect to the 2000 Annual Meeting
of Stockholders (the "2000 Proxy Statement") which the Company will file with
the Securities and Exchange Commission not later than 120 days after the end of
the fiscal year covered by this Annual Report on Form 10-K.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Except as provided below, information with respect to this item will appear
in the sections captioned "Election of Directors" and "Section 16(a)
Beneficial Ownership Reporting Compliance" appearing in the 2000 Proxy
Statement, and such information is incorporated herein by reference. Information
required by this item with respect to Executive Officers of the Company may be
found under the section captioned "Executive Officers of the Registrant" in
Part I of this Annual Report on Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
Information with respect to this item will appear in the sections captioned
"Executive Compensation," "Director Compensation," "Compensation Committee
Interlocks and Insider Participation" and "Certain Relationships and Related
Transactions" appearing in the 2000 Proxy Statement. Such information is
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information with respect to this item will appear in the section captioned
"Beneficial Ownership of Common Stock" appearing in the 2000 Proxy Statement.
Such information is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information with respect to this item will appear in the sections captioned
"Compensation Committee Interlocks and Insider Participation" and "Certain
Relationships and Related Transactions" appearing in the 2000 Proxy Statement.
Such information is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of or are included in this Annual
Report on Form 10-K:
1. Financial Statements:
. Consolidated Balance Sheets as of December 31, 1999 and 1998.
. Consolidated Statements of Operations for the years ended
December 31, 1999, 1998, and 1997.
. Consolidated Statements of Shareholders' Equity for the years
ended December 31, 1999, 1998 and 1997.
. Consolidated Statements of Cash Flows for the years ended
December 31, 1999, 1998 and 1997.
. Notes to Consolidated Financial Statements.
. Report of Independent Accountants for the years ended December
31, 1999, 1998 and 1997.
. Selected Financial Data for the years ended December 31, 1999,
1998, 1997, 1996, and 1995.
2. Financial Statement Schedules:
. Report of Independent Accountants for the years ended December
31, 1999, 1998 and 1997.
. Schedule II--Valuation and Qualifying Accounts.
. Schedules other than the one listed above have been omitted since
they are either not required, not applicable or the information
is otherwise included.
3. Listing of Exhibits:
. The Exhibits filed as part of this Annual Report on Form 10-K are
listed in the Exhibit Index immediately preceding such Exhibits,
which Exhibit Index is incorporated herein by reference.
Documents listed on such Exhibit Index, except for documents
identified by footnotes, are being filed as exhibits herewith.
Documents identified by footnotes are not being filed herewith
and, pursuant to Rule 12b-32 under the Securities Exchange Act of
1934, reference is made to such documents as previously filed
with the Securities and Exchange Commission. The Registrant's
file number under the Securites Exchange Act of 1934 is 000-
20364.
(b) No reports on Form 8-K were filed by the Registrant during the last
quarter of the fiscal year ended December 31, 1999.
SCHEDULE II
BANYAN SYSTEMS INCORPORATED
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
(DOLLARS IN THOUSANDS)
ADDITIONS
----------
BALANCE AT CHARGED TO BALANCE AT
---------- ---------- ----------
BEGINNING COSTS AND END
---------- ---------- ----------
Description OF PERIOD EXPENSES DEDUCTIONS OF PERIOD
- --------------------------------------------------------------- ---------- ---------- ---------- ----------
Year ended December 31, 1999:
Reserve for price, sales and doubtful account allowance...... $2,917 $ 834 $2,882 $ 869
Year ended December 31, 1998:
Reserve for price, sales and doubtful account allowance...... $3,721 $1,177 $1,981 $2,917
Year ended December 31, 1997:
Reserve for price, sales and doubtful account allowance...... $7,168 $2,448 $5,895 $3,721
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENTS SCHEDULE
To the Board of Directors
of Banyan Systems Incorporated:
Our audits of the consolidated financial statements referred to in our
report dated February 2, 2000 appearing on page 25 of the 1999 Annual Report to
Shareholders of Banyan Systems Incorporated (which report and consolidated
financial statements are incorporated by reference in this Annual Report on Form
10-K) also included an audit of the financial statement schedule noted in Item
14(a)(2) of this Form 10-K. In our opinion, this financial statement schedule
presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
February 2, 2000
EXHIBIT INDEX
Exhibit
- --------------- ---------------------------------------------------------------------------------------------------
NUMBER TITLE OF DOCUMENT
- --------------- ---------------------------------------------------------------------------------------------------
3.1(2) Second Amended and Restated Articles of Organization of the Registrant.
3.1A(7) Certificate of Vote of Directors Establishing a Class or Series of Stock
3.2(1) Amended and Restated By-Laws of the Registrant.
3.2A Amendment No. 1 to Amended and Restated By-Laws of the Registrant.
10.1+(8) Second Amended and Restated 1984 Incentive Stock Option Plan.
10.2+(8) Second Amended and Restated 1984 Non-Qualified Stock Option Plan.
10.3+(11) 1992 Stock Incentive Plan, as amended.
10.3A+(11) Form of Incentive Stock Option for grant under the Registrant's 1992 Stock Incentive Plan, as
amended.
10.3B+(11) Form of Non-Qualified Stock Option for grant under the Registrant's 1992 Stock Incentive Plan, as
amended.
10.4+(5) 1992 Director Stock Option Plan, as amended.
10.5 Reserved.
10.6+(4)(5) Employment Agreement dated February 4, 1997 between the Registrant and William P. Ferry, as
amended.
10.6A+(10) Amendment No. 2 dated as of October 16, 1998 to Employment Agreement between the Registrant
and William P. Ferry.
10.6B+ Amendment No. 3 dated as of December 8, 1999 to Employment Agreement between the Registrant and
William P. Ferry.
10.7(1) Real Estate Sublease dated June 19, 1991, as amended to date, between the Registrant and Sytron
Corporation.
10.8(1) Lease Agreement dated April 21, 1989, as amended to date, between the Registrant and CB
Westboro C Limited Partnership, a Texas Limited Partnership.
10.8A(10) Amendment to Lease Agreement dated April 21, 1993 between the Registrant and CB Westboro C
Limited Partnership, a Texas Limited Partnership.
10.8B(3) Amendment to Lease Agreement dated April 21, 1993 between the Registrant and Commonwealth
Westboro Limited Partnership, a Massachusetts Limited Partnership (as successor in interest to CB
Westboro C Limited Partnership, a Texas Limited Partnership).
10.9(1)(10) Lease Agreement dated November 14, 1986, as amended to date, between the Registrant and Aetna
Real Estate Associated, L.P. (as assignee of Flanders Realty Trust).
10.9A(10) Amendment to Lease Agreement dated April 1, 1993 between the Registrant and Aetna Real Estate,
L.P. (as assignee of Flanders Realty Trust).
10.9B(8) Fifth Lease Extension and Modification Agreement made as of October 15, 1997 between Aetna
Real Estate Associates and the Registrant.
10.10(6) Loan and Security Agreement dated as of September 4, 1997 by and between Foothill Capital
Corporation and the Registrant.
10.10A(8) Consent and Amendment to Loan and Security Agreement dated as of March 5, 1998 by and
between Foothill Capital Corporation and the Regisrant.
10.11(6) Securities Issuance Agreement dated as of September 4, 1997 by and between Foothill Capital
Corporation and the Registrant.
10.12(6) Form of Warrant issued by and to be issued by the Registrant to Foothill Capital Corporation.
10.13(7) Preferred Stock and Warrant Purchase Agreement dated as of March 5, 1998 between the Registrant
and HarbourVest Partners V--Direct Fund L.P. ("HarbourVest").
Exhibit
- ------------------- ----------------------------------------------------------------------------------------------
NUMBER TITLE OF DOCUMENT
- ------------------- ----------------------------------------------------------------------------------------------
10.14(7) Warrant to purchase shares of Series B Convertible Preferred Stock issued by the Registrant to
HarbourVest as of March 5, 1998.
10.15(7) Warrant to purchase shares of Series C Convertible Preferred Stock issued by the Regisrant to
HarbourVest as of March 5, 1998.
10.16+(8)(9) Separation Agreement and Release and Waiver of Claims dated as of May 31, 1997 between
the Registrant and David C. Mahoney, as amended.
10.17+(10) Executive Retention Agreement dated as of October 16, 1998 between the Registrant and
Robert D. Burke.
10.18+(10) Executive Retention Agreement dated as of October 16, 1998 between the Registrant and
Richard M. Spaulding.
10.19+(10) Executive Retention Agreement dated as of October 16, 1998 between the Registrant and
Anthony J. Bellantuoni.
10.20+(10) Executive Officer Restricted Stock Agreement dated October 16, 1998 between the Registrant
and William P. Ferry.
10.21+(10) Executive Officer restricted Stock Agreement dated October 16, 1998 between the Registrant
and Robert D. Burke.
10.22+(10) Executive Officer Restricted Stock Agreement dated October 16, 1998 between the Registrant
and Richard M. Spaulding.
10.23+(10) Executive Officer Restricted Stock Agreement dated October 16, 1998 between the Registrant
and Anthony J. Bellantuoni.
10.24*(12) Alliance Agreement dated January 8, 1999 between the Registrant and Microsoft Corporation.
10.25(12) Warrant Purchase Agreement January 8, 1999 between the Registrant and Microsoft.
10.26(12) Common Stock Purchase Warrant issued by the Registrant to Microsoft on January 8, 1999.
10.27+(12) Employment Letter dated as of January 15, 1999 between the Registrant and Scott G. Silk.
10.28+(12) Non-Qualified Stock Option Agreement dated February 4, 1997 granted by the Registrant to
William P. Ferry.
10.29+(12) Non-Qualified Stock Option Agreement dated March 20, 1997 granted by the Registrant to
Robert D. Burke.
10.30+(12) Non-Qualified Stock Option Agreement dated June 11, 1997 granted by the Registrant to Anthony
J. Bellantuoni.
10.31(13) Common Stock and Warrant Purchase Agreement dated as of June 1, 1999 by and among Switchboard
Incorporated, the Registrant and CBS Corporation, as amended.
10.31A(14) Amendment No. 2 to Common Stock and Warrant Purchase Agreement by and among Switchboard Incorporated, the
Registrant and CBS Corporation, effective as of July 1, 1999.
10.32*(13) Common Stock Purchase Warrant issued by Switchboard Incorporated to CBS Corporation on June
30, 1999.
10.33*(13) Advertising and Promotion Agreement dated as of June 30, 1999 by and among CBS Corporation,
the Registrant and Switchboard Incorporated.
10.34(13) License Agreement dated as of June 30, 1999 by and between CBS Corporation and Switchboard
Incorporated.
10.35(13) Warrant Purchase Agreement dated as of June 1, 1999 by and between the Company and CBS
Corporation.
10.36(13) Common Stock Purchase Warrant issued by the Registrant to CBS Corporation on June 30, 1999.
10.37+ Non-Qualified Stock Option Agreement dated October 21, 1999 granted by the Registrant to
William P. Ferry.
10.38+ Non-Qualified Stock Option Agreement dated December 8, 1999 granted by the Registrant to
William P. Ferry.
10.39+ Executive Officer restricted stock Agreement dated October 8, 1999 between the Registrant and
Scott G. Silk
13 Selected portions of the Registrant's Annual Report to Shareholders for the year ended
December 31, 1999 (which is not deemed to be "filed" except to the extent that portions
thereof are expressly
incorporated by reference in this Annual Report on Form 10-K).
21 Subsidiaries of the Company.
23 Consent of PricewaterhouseCoopers LLP.
27 Financial Data Schedule.
- ----------------
+ Management contract or compensation plan or arrangement required to be
filed as an exhibit pursuant to Item 14(c) of Form 10-K.
* Confidential treatment has been requested as to certain portions, which
portions have been omitted and filed seperately with the Securities and
Exchange Commission.
(1) Incorporated herein by reference to the exhibits to the Registrant's
Registration statement on Form S-1 (File No. 33-49194).
(2) Incorporated herein by reference to the exhibits to the Registrant's
Registration statement on Form S-8 (File No. 33-54140).
(3) Incorporated herein by reference to the exhibits to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended September 30,
1995.
(4) Incorporated herein by reference to the exhibits to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996.
(5) Incorporated herein by reference to the exhibits to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1997.
(6) Incorporated herein by reference to the exhibits to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended September 30,
1997.
(7) Incorporated herein by reference to the exhibits to the Registrant's
Current Report on Form 8-K dated March 5, 1998.
(8) Incorporated herein by reference to the exhibits to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1997.
(9) Incorporated herein by reference to the exhibits to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended September 30,
1998.
(10) Incorporated herein by reference to the exhibits to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1998.
(11) Incorporated herein by reference to the exhibits to the Company's
Registration Statement on Form S-8 (File No. 333-70553).
(12) Incorporated herein by reference to the exhibits to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
1999.
(13) Incorporated herein by reference to the exhibits to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1999.
(14) Incorporated herein by reference to Exhibit 10.4A to Switchboard
Incorporated's Registration Statement on Form S-1 (Commission File No. 333-
90013), filed on October 29, 1999, as amended.
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.
Dated: March 28, 2000 BANYAN SYSTEMS INCORPORATED
/s/ Richard M. Spaulding
-------------------------
By: Richard M. Spaulding
Senior Vice President and Chief Financial Officer,
Treasurer and Clerk
(Principal Financial and Principal Accounting Officer)
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.
Name Title Date
- ---- ----- ----
/s/ William P. Ferry
- -------------------- Chairman of the Board, President and March 28, 2000
William P. Ferry Chief Executive Officer
(Principal Executive Officer)
/s/ Richard M. Spaulding
- ------------------------ Senior Vice President, Chief Financial Officer March 28, 2000
Richard M. Spaulding and Treasurer
(Principal Financial and Principal Accounting Officer)
/s/ John F. Burton
- ------------------ Director March 28, 2000
John F. Burton
/s/ David C. Mahoney
- -------------------- Director March 28, 2000
David C. Mahoney
/s/ Albert A. Notini
- -------------------- Director March 28, 2000
Albert A. Notini
/s/ John J. Rando
- ----------------- Director March 28, 2000
March 28, 2000
John J. Rando
/s/ Fontaine K. Richardson
- -------------------------- Director March 28, 2000
Fontaine K. Richardson
/s/ Robert M. Wadsworth
- ----------------------- Director March 28, 2000
March 28, 2000
Robert M. Wadsworth