Back to GetFilings.com
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, 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 000-20364
ePresence, Inc.
--------------------------------------------------------------
(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 22, 2001
of $4.313, was approximately $67,354,990. 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 22, 2001, there were 24,086,446 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, 2000 (the "Annual Report to
Shareholders") are incorporated by reference into Part 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, 2000 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. We
cannot guarantee future results, levels of activity, performance or achievements
and you should not place undo reliance on our forward-looking statements. 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 "will", "believe", "anticipate", "plan", "expect" and
similar expressions are intended to identify forward-looking statements. There
are a number of important factors that could cause actual events or our actual
results to differ materially from those indicated by such forward-looking
statements. These factors include, without limitation, the factors set forth
under the caption "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
ePresence, Inc. (formerly Banyan Systems Incorporated)("ePresence," the
"Company" or the "Registrant") is a leading provider of technology-services from
e-infrastructure through web development deployed on leading-edge Internet and
directory technologies. Our primary service offerings include web site and
web portal design and implementation; directory and security planning,
application 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, application 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 ensure 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 have developed 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 expanded our Microsoft certified
network services organization, established Customer Solutions Centers and worked
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. Microsoft
has advanced $8.4 million to the Company.
In October 1999, we announced a decision to exit our software business and
initiated accounting for this 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 2000, we focused our efforts on strengthening our position in the
services marketplace with the acquisition of two services companies and the
intital public offering of Switchboard.
ePresence is a servicemark of the Company. Other trademarks, tradenames and
service marks used in this Annual Report on Form 10-K are the property of their
respective companies or organizations.
SWITCHBOARD INCORPORATED
Switchboard Incorporated ("Switchboard"), formerly a majority-owned
subsidiary, 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. 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. As of March 26, 2001, we own approximately 38% of Switchboard's
outstanding common stock. Due to our stock ownership and our control of
Switchboard's board of directors during 2000, we consolidated Switchboard's
results as part of our financial results. See Note S, Segment informaton, in
the Company's Notes to Consolidated Financial Statements for the year ended
December 31, 2000 which are incorporated by reference and included herein in
Exhibit 13.
In January 2001, ePresence, Viacom and Switchboard terminated the Switchboard
Voting Rights Agreement dated as of June 30, 1999. As a result, we no longer
control the Switchboard board of directors. Beginning on January 1, 2001, we
will account for our investment in Switchboard on the equity method whereby our
pro rata share of Switchboard's net (loss) /income will be reflected as a
separate line item below (loss)/income form operations as opposed to the
consolidated accounting treatment applied in 2000 and prior periods.
CUSTOMERS
In 2000, we initiated a number of new consulting engagements with leading
organizations such as Cingular Interactive, Fiduciary Trust International, and
The Turner Corporation. 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, 2000, 1999 and 1998, no one customer
accounted for more than 10% of our continuing revenue.
SALES AND MARKETING
We market our services primarily through sales professionals located in North
America, Europe and Australia. Our principal U.S. regional offices are based in
or near Boston, Dallas, Detroit, New York and Washington, D.C. Internationally,
we have regional offices in 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, including with the following companies, to
support our services solutions selling: ATG, Business Layers, Commvault, Dell,
EMC, Fastlane, IBM, Interwoven, iPlanet (a Sun-Netscape Alliance), Microsoft,
Netegrity, Netscout, Screaming Media, and Vignette.
COMPETITION
The services business is highly fragmented and increasingly competitive with
no dominant set of Internet consulting or integration companies 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, 2000, we employed 400 persons, including 353 in sales,
marketing, professional services delivery and related activities, 44 in finance,
legal, administration, and human resources and 3 in our discontinued software
business. In addition, Switchboard employed 93 persons as of such date. We have
no collective bargaining agreement with respect to our employees. We believe
that our relations with employees are good. See Note S, Segment Information, in
the Company's Notes to Consolidated Financial Statements for the year ended
December 31, 2000 which are incorporated by reference and included herein in
Exhibit 13.
INTERNATIONAL OPERATIONS
See Note S, Segment Information, in the Company's Notes to Consolidated
Financial Statements for the year ended December 31, 2000 which are incorporated
by reference and included herein in Exhibit 13.
ITEM 2. PROPERTIES
Our principal administrative and sales and marketing facilities are located in
Westboro, Massachusetts and consist of approximately 79,203 square feet under a
lease that expires on July 31, 2005, with an aggregate annual base rent of
approximately $423,744. We sublease aproximately 25,448 square feet of this
space to Switchboard, under a sublease that expires on December 31, 2002, with
an aggregate annual base rental income of approximately $518,000. We lease and
occupy sales offices in 23 additional locations throughout the United States,
Canada and Europe.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending 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, 2001 were as follows:
NAME Age Position
- ---- --- --------
William P. Ferry 48 President and Chief Executive Officer
Anthony J. Bellantuoni 49 Senior Vice President, Human Resources
Rodney Jackson 50 Senior Vice President and General Manager, Americas
Scott Silk 43 Senior Vice President, Marketing and Business
Development
Richard M. Spaulding 41 Senior Vice President and Chief Financial Officer,
Treasurer and Clerk
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
has been a director of the Company and served as President and Chief Executive
Officer since joining the Company. Mr. Ferry has served as a Director and
Officer of Switchboard since March 1997 and has been Switchboard's Chairman of
the Board since February 1998. From August 1990 to February 1997, he served in
various management capacities at Wang Laboratories, Inc., a global network and
desktop integrating and services company, including President, Services Division
from July 1994 to February 1997 and Senior Vice President and General Manager,
North American Operations from January 1993 to July 1994. Mr. Ferry's
professional experience also includes executive positions at Digital Equipment
Corporation and Texas Instruments.
Mr. Bellantuoni, Senior Vice President of Human Resources, joined the Company
in July 1997. Prior to joining the Company, Mr. Bellantuoni was Vice President
of Human Resources at Wang Laboratories, Inc., a global network and desktop
integrating and services company, 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.
Mr. Jackson, Senior Vice President and General Manager, Americas, joined the
Company in August 1999. Prior to joining the Company, Mr. Jackson was Vice
President, Worldwide Financial Services Industry Practice at Compaq Computer
Corporation (formerly Digital Equipment Corporation), a global supplier of
computing systems and solutions, from 1998 to July 1999. Mr. Jackson was Vice
President, Worldwide Network and Systems Integration Services Business
Operations at Digital Equipment Corporation from 1996 to 1998. Mr. Jackson also
held various senior management positions at Digital Equipment Corporation from
1980 to 1996.
Mr. Silk, Senior Vice President of Marketing and Business Development, joined
the Company in January 1999. Prior to joining the Company, Mr. Silk was
President of North American Operations and Vice President of Worldwide Marketing
at Gentia Software, a software company specializing in data warehousing and
analytical applications, 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, he 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.
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-Selected Financial 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-Selected Financial 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
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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Information with respect to this item may be found in the section captioned
"Supplementary Data-Selected Financial 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 2001 Annual Meeting
of Stockholders (the "2001 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 "Proposal 1--Election of Directors" and "Section 16(a)
Beneficial Ownership Reporting Compliance" appearing in the 2001 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" and "Certain Relationships and
Related Transactions" appearing in the 2001 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 2001 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 section captioned
"Certain Relationships and Related Transactions" appearing in the 2001 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. Consolidated Financial Statements:
. Consolidated Balance Sheets as of December 31, 2000 and 1999.
. Consolidated Statements of Operations for the years ended December 31,
2000, 1999, and 1998.
. Consolidated Statements of Shareholders' Equity for the years ended
December 31, 2000, 1999 and 1998.
. Consolidated Statements of Cash Flows for the years ended December 31,
2000, 1999 and 1998.
. Notes to Consolidated Financial Statements.
. Report of Independent Accountants for the years ended December 31,
2000, 1999 and 1998.
2. Consolidated Financial Statement Schedules:
. Report of Independent Accountants.
. 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
being incorporated by reference herein 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.
(b) The Company filed an Analysts Presentation under Item 9 on Form 8-K on
November 7, 2000. No other reports on Form 8-K were filed by the Company
during the last quarter of the fiscal year ended December 31, 2000.
SCHEDULE II
ePresence, Inc.
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
(DOLLARS IN THOUSANDS)
BALANCE ADDITIONS
AT CHARGED TO BALANCE
BEGINNING COSTS AND AT END
DESCRIPTION OF PERIOD EXPENSES DEDUCTIONS OF PERIOD
----------- --------- ---------- ---------- ---------
Year ended December 31, 2000
Reserve for price, sales and doubtful account allowance...... $ 869 $ 654 $ 245 $1,278
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
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of
ePresence, Inc.:
Our audits of the consolidated financial statements referred to in our report
dated February 1, 2001 appearing on page 25 of the 2000 Annual Report to
Shareholders of ePresence, Inc. (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
Boston, Massachusetts
February 1, 2001
EXHIBIT INDEX
NUMBER TITLE OF DOCUMENT
- ------ -----------------
2(3) Stock Purchase Agreement by and among the Registrant, Strategic
Network Designs, Inc. and the Stockholders of Strategic Network
Designs, Inc., dated May 11, 2000.
2A Amendment to Stock Purchase Agreement among the Company, David R.
Rovner and Ranjan Sinja, individually and as the Stockholders'
Representative of the stockholders of ePresence CRM, Inc. (formerly
Strategic Network Designs, Inc.).
3.1(2) Second Amended and Restated Articles of Organization of the
Registrant.
3.2(16) Articles of Amendment to Second Amended and Restated Articles of
Organization, as filed with the Secretary of the Commonwealth of
Massachusetts on May 9, 2000.
3.3(1) Amended and Restated By-Laws of the Registrant.
3.3A(14) 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+(15) 1992 Stock Incentive Plan, as amended.
10.3A+(10) Form of Incentive Stock Option for grant under the 1992 Stock
Incentive Plan, as amended.
10.3B+(10) Form of Non-Qualified Stock Option for grant under the 1992 Stock
Incentive Plan, as amended.
10.3C+ Revised form of Incentive Stock Option for grant under the 1992
Stock Incentive Plan, as amended.
10.3D+ Revised form of Non-Qualified Stock Option for grant under the 1992
Stock Incentive Plan, as amended.
10.4+(15) 1992 Director Stock Option Plan, as amended.
10.5(17) Deferred Compensation Plan of the Registrant.
10.6+(4)(5) Employment Agreement dated February 4, 1997 between the Registrant
and William P. Ferry, as amended.
10.6A+(9) Amendment No. 2 dated as of October 16, 1998 to Employment Agreement
between the Registrant and William P. Ferry.
10.6B+(14) Amendment No. 3 dated as of December 8, 1999 to Employment Agreement
between the Registrant and William P. Ferry.
10.6C+ Amendment No. 4 dated as of November 16, 2000 to Employment
Agreement between the Registrant and William P. Ferry.
EXHIBIT INDEX (Continued)
NUMBER TITLE OF DOCUMENT
- ------ -----------------
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(9) Amendment to Lease Agreement dated April 21, 1993 between the
Registrant and CB Westboro C Limited Partnership, a Texas Limited
Partnership.
10.8B Amendment to Lease Agreement dated July 22, 1994 between the
Registrant and CB Westboro C Limited Partnership, a Texas Limited
Partnership.
10.8C Amendment to Lease Agreement dated September 19, 1995 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)(9) 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(9) 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) Securities Issuance Agreement dated as of September 4, 1997 by and
between Foothill Capital Corporation and the Registrant.
10.10A Amendment Number One to Securities Issuance Agreement, by and
between Foothill Capital Corporation and the Registrant.
10.11(6) Form of Warrant issued by the Registrant to Foothill Capital
Corporation.
10.12(7) Preferred Stock and Warrant Purchase Agreement dated as of March 5,
1998 between the Registrant and HarbourVest Partners V-Direct Fund
L.P.
10.13(16) Common Stock Purchase Warrant issued to HarbourVest Venture Partners
V-Direct Fund L.P. on June 30, 2000, replacing the Series B
Convertible Preferred Stock Purchase Warrant, dated as of March 5,
1998.
10.14(16) Common Stock Purchase Warrant issued to HarbourVest Venture Partners
V-Direct Fund L.P. on June 30, 2000, replacing the Series C
Convertible Preferred Stock Purchase Warrant, dated as of March 5,
1998.
10.15+(9) Executive Retention Agreement dated as of October 16, 1998 between
the Registrant and Richard M. Spaulding.
10.16+(9) Executive Retention Agreement dated as of October 16, 1998 between
the Registrant and Anthony J. Bellantuoni.
10.17+(9) Executive Officer Restricted Stock Agreement dated October 16, 1998
between the Registrant and William P. Ferry.
EXHIBIT INDEX (Continued)
NUMBER TITLE OF DOCUMENT
- ------ -----------------
10.18+(9) Executive Officer Restricted Stock Agreement dated October 16, 1998
between the Registrant and Richard M. Spaulding.
10.19+(9) Executive Officer Restricted Stock Agreement dated October 16, 1998
between the Registrant and Anthony J. Bellantuoni.
10.20*(11) Alliance Agreement dated January 8, 1999 between the Registrant and
Microsoft Corporation.
10.21(11) Warrant Purchase Agreement January 8, 1999 between the Registrant
and Microsoft.
10.22(11) Common Stock Purchase Warrant issued by the Registrant to Microsoft
on January 8, 1999.
10.23+(11) Employment Letter dated as of January 15, 1999 between the
Registrant and Scott G. Silk.
10.24+(11) Non-Qualified Stock Option Agreement dated February 4, 1997 granted
by the Registrant to William P. Ferry.
10.25+(11) Non-Qualified Stock Option Agreement dated June 11, 1997 granted by
the Registrant to Anthony J. Bellantuoni.
10.26(12) Common Stock and Warrant Purchase Agreement dated as of June 1, 1999
by and among Switchboard Incorporated, the Registrant and CBS
Corporation, as amended.
10.26A(13) 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.
10.27*(12) Common Stock Purchase Warrant issued by Switchboard Incorporated to
CBS Corporation on June 30, 1999.
10.28*(12) Advertising and Promotion Agreement dated as of June 30, 1999 by and
among CBS Corporation, the Registrant and Switchboard Incorporated.
10.29(12) License Agreement dated as of June 30, 1999 by and between CBS
Corporation and Switchboard Incorporated.
10.30(12) Warrant Purchase Agreement dated as of June 1, 1999 by and between
the Registrant and CBS Corporation.
10.31(12) Common Stock Purchase Warrant issued by the Registrant to CBS
Corporation on June 30, 1999.
10.32+(14) Non-Qualified Stock Option Agreement dated October 21, 1999 granted
by the Registrant to William P. Ferry.
10.33+(14) Non-Qualified Stock Option Agreement dated December 8, 1999
granted by the Registrant to William P. Ferry.
10.34+(14) Executive Officer Restricted Stock Agreement dated October 8,
1999 between the Registrant and Scott G. Silk.
10.35(16) Promissory Note issued to the Company by William P. Ferry, dated
May 5, 2000.
EXHIBIT INDEX (Continued)
NUMBER TITLE OF DOCUMENT
- ------ -----------------
10.36(16) Secured Promissory Note issued to the Company by Richard M.
Spaulding, dated May 5, 2000.
10.37(16) Secured Promissory Note issued to the Company by Anthony J.
Bellantuoni, dated May 5, 2000.
10.38(16) Pledge Agreement between the Company and Richard M. Spaulding, dated
May 5, 2000.
10.39(16) Pledge Agreement between the Company and Anthony J. Bellantuoni,
dated May 5, 2000.
10.40 Credit Agreement between the Company and Fleet National Bank, dated
October 6, 2000, as amended.
10.41 Security Agreement by the Company in favor of Fleet National Bank,
dated October 6, 2000.
10.42 Pledge Agreement between the Company and Fleet National Bank, dated
October 6, 2000.
10.43 Corporate Officer Restricted Stock Agreement between the Company and
William P. Ferry, dated December 21, 2000.
10.44 Corporate Officer Restricted Stock Agreement between the Company and
William P. Ferry, dated December 21, 2000.
10.45 Corporate Officer Restricted Stock Agreement between the Company and
Richard M. Spaulding, dated December 1, 2000.
10.46 Corporate Officer Restricted Stock Agreement between the Company and
Anthony J. Bellantuoni, dated December 1, 2000.
10.47 Corporate Officer Restricted Stock Agreement between the Company and
Scott G. Silk, dated December 1, 2000.
10.48 Secured Promissory Note issued to the Company by Scott Silk, dated
October 8, 2000.
10.49 Secured Promissory Note issued to the Company by Richard Spaulding,
dated October 16, 2000.
10.50 Secured Promissory Note issued to the Company by Anthony
Bellantuoni, dated October 16, 2000.
10.51 Pledge Agreement between the Company and Scott Silk, dated
October 8, 2000.
10.52 Pledge Agreement between the Company and Richard Spaulding, dated
October 16, 2000.
10.53 Pledge Agreement between the Company and Anthony Bellantuoni, dated
October 16, 2000.
10.54 Promissory Note issued to the Company by William P. Ferry, dated
November 16, 2000.
10.55 Promissory Note issued to the Company by William P. Ferry, dated
December 21, 2000.
10.56 Termination of Stockholders' Voting Agreement by and among the
Company, Switchboard Incorporated and Viacom Inc. (formerly CBS
Corporation), dated January 1, 2001.
10.57 Non-Qualified Stock Option Agreement between the Company and William
P. Ferry, dated January 25, 2001.
EXHIBIT INDEX (Continued)
NUMBER TITLE OF DOCUMENT
- ------ -----------------
13 Selected portions of the Registrant's Annual Report to Shareholders
for the year ended December 31, 2000 (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 Registrant.
23 Consent of PricewaterhouseCoopers LLP.
- ---------------
+ 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 separately 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
Current Report on Form 8-K, filed May 25, 2000.
(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
Annual Report on Form 10-K for the fiscal year ended December 31,
1998.
(10) Incorporated herein by reference to the exhibits to the Registrant's
Registration Statement on Form S-8 (File No. 333-70553).
(11) 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.
(12) 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.
NOTES TO EXHIBIT INDEX (Continued)
NUMBER TITLE OF DOCUMENT
- ------ -----------------
(13) Incorporated herein by reference to Exhibit 10.4A to Switchboard
Incorporated's Registration Statement on Form S-1 (File No. 333-
90013), filed on October 29, 1999, as amended.
(14) Incorporated herein by reference to the exhibits to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1999, filed March 30, 2000.
(15) Incorporated herein by reference to the exhibits to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
2000.
(16) Incorporated herein by reference to the exhibits to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
2000.
(17) Incorporated herein by reference to the exhibits to the Registrant's
Registration Statement on Form S-8, filed June 22, 2000 (File No.
333-39860).
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 29, 2001
/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 March 29, 2001
- -------------------------- and Chief Executive Officer
William P. Ferry (Principal Executive Officer)
/s/ Richard M. Spaulding Senior Vice President, Chief March 29, 2001
- -------------------------- Financial Officer and
Richard M. Spaulding Treasurer (Principal Financial
and Principal Accounting Officer)
/s/ John F. Burton Director March 29, 2001
- --------------------------
John F. Burton
/s/ Albert A. Notini Director March 29, 2001
- --------------------------
Albert A. Notini
/s/ John J. Rando Director March 29, 2001
- --------------------------
John J. Rando
/s/ Fontaine K. Richardson Director March 29, 2001
- --------------------------
Fontaine K. Richardson
/s/ Robert M. Wadsworth Director March 29, 2001
- --------------------------
Robert M. Wadsworth
19