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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 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1996
-------------------------------.
{ } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ____________ to _____________.
0-20364
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(Commission file number)
BANYAN SYSTEMS INCORPORATED
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2798394
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
120 FLANDERS ROAD, WESTBORO, MASSACHUSETTS 01581
(Address and zip code of principal executive offices)
508-898-1000
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(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, $.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 was approximately $6,452,681 as of March 24, 1997.
On March 24, 1997, there were 17,505,029 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, 1996 (the "Annual Report to
Stockholders") are incorporated by reference into Parts I, II and IV.
(2) Specifically identified portions of the Company's Definitive Proxy
Statement to be filed in connection with the Company's 1997 annual meeting
of stockholders are incorporated by reference into Part III.
This Annual Report on Form 10-K contains forward-looking statements, including
without limitation information with respect to the effect and future costs of
the Company's 1996 reorganization, the potential benefits to end users through
the use of the Company's products, the development future products, anticipated
product development expenditures and the Company's other plans and strategy for
its business. 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 the Company's actual results to differ materially from those indicated
by such forward-looking statements. These factors include, without limitation,
those set forth under the caption "Future Operating Results" which is
incorporated by reference into "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in Part II of this Annual Report
on Form 10-K.
PART I
ITEM 1. BUSINESS
GENERAL
Banyan Systems Incorporated ("Banyan(R)" or the "Company") develops, markets and
supports enterprise directory software products that allow people to connect
to one another and access information easily for more effective communications.
The Company's flagship software technology is a global directory service called
StreetTalk(TM). This product allows users to find one another and access network
resources, such as printers, files and applications, regardless of physical
location. Banyan's other enterprise directory services include messaging,
management and security. Together, these services make up the foundation for
Banyan's networking solutions. These solutions integrate mainframes,
minicomputers, workgroup networks and personal computers into a unified
computing environment that is easy for users to navigate and administrators to
manage.
The Company delivers its enterprise directory services in several forms,
including StreetTalk for Windows NT(R) and VINES(R). Introduced in September
1996, Banyan's StreetTalk for Windows NT provides Banyan's premier enterprise
directory capabilities running natively on Microsoft(R) Windows NT, an emerging
standard for corporate networks. VINES is Banyan's well proven, UNIX(R)-based
networking software, which combines file and print sharing with the StreetTalk
directory, messaging, network management and security services. The Company's
Intelligent Messaging(R) option, available for both VINES and Windows NT
environments, provides an enterprise solution for reliably storing and
transporting electronic messages. The Company's ENS (Enterprise Network
Services) product line delivers directory capabilities and integrated network
services for a variety of computing platforms, including NetWare(R), HP-UX(R),
AIX(R) and Solaris(R).
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Banyan, the Banyan logo, StreetTalk, VINES and BeyondMail are registered
trademarks, and Intelligent Messaging, Coordinate.com, Switchboard Banyan
Enterprise Network Solutions and EBR are trademarks of Banyan Systems
Incorporated. StreetTalk is a product of Banyan Systems Incorporated and not a
product of McCarthy, Crisanti & Maffei, Inc. UNIX is a registered trademark of
Novell, Inc. in the United States and in other countries licensed exclusively
through X/Open Company Ltd. IBM and OS/2 are registered trademarks of
International Business Machines Corporation. Microsoft, Windows NT and Windows
are registered trademarks of Microsoft Corporation. Macintosh is a registered
trademark of Apple Computer, Inc. Attachmate is a registered trademark of
Attachmate Corporation. CaLANdar is a registered trademark of Microsystems
Software, Inc. Other product, company or organization names cited in this Form
10-K are trademarks or registered trademarks of their respective companies or
organizations.
- --------------------------------------------------------------------------------
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With its acquisition of Beyond Incorporated in 1994 ("Beyond"), the Company
increased its messaging products with the addition of BeyondMail(TM) software.
BeyondMail provides easy-to-use, full-featured e-mail with unique rules-based
agent technology that enables people to manage information more productively.
See Note O to the Company's Consolidated Financial Statements, which are
incorporated herein by reference to the Company's Annual Report to Shareholders
for additional information regarding the Company's acquisition of Beyond.
As both businesses and individuals increasingly use the Internet, Banyan has
extended its technology to deliver Internet-based directory and messaging
products. To capitalize on the Internet market and to continue servicing its
traditional customers, Banyan reorganized its operations into a divisional
structure in the fourth quarter of 1995. See Note F to the Company's
Consolidated Financial Statements which are incorporated herein by reference to
the Company's Annual Report to Shareholders.
In February 1996, the Company launched Switchboard(TM), an Internet directory
service that allows people to locate residential and business listings. To
realize the potential of Switchboard, as well as to fund its future growth, the
Company established Switchboard Incorporated as a Banyan subsidiary.
Subsequently, in November 1996, the Company entered into an agreement with
America Online, Inc. (AOL) and Digital City Inc. (DCI) to sell minority
interests in Switchboard Incorporated to AOL and DCI. At December 31, 1996,
these companies held in the aggregate a 7.5% equity interest in Switchboard
Incorporated. See Note P to the Company's Consolidated Financial Statements,
which are incorporated herein by reference to the Company's Annual Report to
Shareholders. During 1996, the Company also introduced versions of BeyondMail
that support Internet standards.
In the fourth quarter of 1996, Banyan reorganized its operations, creating a
functional, rather than a divisional, operating structure. The Company believes
that this functional operating structure will enable Banyan to reduce costs and
strengthen its ability to develop and deliver innovative software solutions to
the marketplace.
As a result of this reorganization, Banyan recorded in the fourth quarter of
1996 a one-time, pre-tax restructuring charge of $5.5 million, composed
primarily of $1.4 million for closure or consolidation of leased facilities,
$3.2 million for severance and related costs, and $0.9 million for idle assets
related to the restructuring. During 1996, the restructuring resulted in 70
employee separations. The restructuring and other charges are expected to reduce
cash flow by approximately $3.6 million in 1997. See Note F to the Company's
Consolidated Financial Statements, which are incorporated herein by reference to
the Company's Annual Report to Shareholders.
In addition to the reorganization, the Company reduced its worldwide channel
inventories by approximately $9.0 million in the quarter ended December 31,
1996. The Company also recorded a non-cash charge of $8.0 million to establish
a valuation allowance for previously recorded deferred tax assets in the quarter
ended December 31, 1996.
BANYAN ARCHITECTURE AND TECHNOLOGY
Since its founding in 1983, the Company has based its software products on a
modular architecture, specifically designed to serve computing environments with
multiple servers in multiple locations. This architecture enables the delivery
of a set of sophisticated network services that integrate workgroup LANs (Local
Area Networks) and other proprietary computer environments into a single
enterprise network.
-3-
Banyan's enterprise directory services consist of software modules, each
providing a different service that may be shared by users across the network.
At the core of these services is Banyan's StreetTalk directory. StreetTalk
enables network administrators to assign location-independent "StreetTalk" IDs
or names to each user, computer, printer, server or other resource in the
network. These names remain consistent throughout the network, allowing a user
to access any network resource without regard to the physical location of the
user or the resource. The name, network location and characteristics of each
resource are stored in the StreetTalk database. StreetTalk's database is used
by all of the other services and integrated applications to locate and
transparently access resources throughout the network.
All of Banyan's enterprise directory services are integrated with the StreetTalk
directory, including messaging, management, security, local and wide-area
communications, and host connectivity. As a result of this modular
architecture, integration of services throughout the network is easily
maintained even as individual services are enhanced or additional services are
added.
Banyan's integrated enterprise directory services create the "look and feel" of
a single system for users of a complex network of heterogeneous personal
computers, servers, minicomputers and mainframes. For example, users log on to
the network rather than individual servers, and thereby gain access to all of
the resources on the network rather than the resources available on an
individual server. Banyan believes its products supply users with a unified
view of the network, thereby shielding them from its underlying complexities.
Banyan believes its products provide network administrators with the ease-of-
access and centralized management capabilities previously associated only with
minicomputers and mainframe systems.
Banyan believes that its software architecture has enabled it to develop
networking products that offer advantages over other networking products that
have been designed to connect PCs within a workgroup LAN for the purpose of file
and print sharing. Through its integrated set of enterprise directory services,
Banyan seeks to meet the needs of the enterprise networking market with products
that:
- Provide consistency across the entire network in managing,
administrating, locating and controlling access to users, resources,
applications and data;
- Permit the network to be easily reconfigured and expanded to include
additional users, computers, workgroup LANs and sites;
- Ensure the integrity and security of information distributed throughout
the network;
- Provide for integration with minicomputers and mainframes in the
organization; and
- Facilitate the development of client-server applications that support
the enterprise.
The Company also believes that it was the first company to offer global
directory services and that it continues to offer the most comprehensive and
technically advanced set of enterprise directory services in the industry.
INTERNET PRODUCTS AND SERVICES
With the advent of increased intranet and Internet computing, and as a result of
the Company's focus on Internet technology development, in 1996, the Company
released products for Internet
-4-
users built on the Company's traditional strengths in directory and messaging
technology. The Internet versions of BeyondMail offer full-featured messaging
capabilities and time-saving productivity enhancements. Switchboard is an
Internet-based directory service that allows any individual with a Web browser
to look up the names and street addresses of more than 106 million individuals
and 11 million businesses in the United States. Switchboard users can customize
their electronic listings and take advantage of enhanced privacy tools,
including the "Knock-Knock" feature, which provides the first e-mail version of
caller ID. This product is available at no charge to the user.
Banyan generates revenues from Switchboard through display advertisements that
are integrated with its business listings, categorized to match a user's search
criteria -- similar to traditional Yellow Pages telephone directories. Banyan
has created a strategic sales channel for national Yellow Pages advertising by
establishing agreements with leading certified marketing representatives, firms
which place advertisements in traditional Yellow Pages. In December 1996, Banyan
and DCI entered into an agreement under which DCI will be the exclusive sales
channel for local display advertising for Switchboard. In addition, Banyan and
AOL entered into an agreement in November 1996 under which AOL will be the
exclusive vendor of banner advertising for Switchboard.
WINDOWS NT INTEGRATION
With the emergence of Microsoft Corporation's Windows NT operating system, the
Company has released products that allow corporations to integrate Windows NT
into their existing corporate networks. In March 1996, the Company introduced
StreetTalk Access(TM) for Windows NT File and Print software, giving customers a
smooth growth path for deploying Windows NT. The capabilities of the StreetTalk
Access product are now included among the features of StreetTalk for Windows NT,
introduced in September 1996. Running natively in Windows NT environments,
StreetTalk for Windows NT provides organizations with a cost-effective solution
to integrate their existing corporate networks with Microsoft's Windows NT
operating system. In November 1996, the Company introduced Intelligent
Messaging for Windows NT, which delivers highly scalable enterprise message
storage and transport capabilities, providing a secure foundation for
organizational communications.
KEY PRODUCTS
The Company's key products include StreetTalk for Windows NT, VINES, Intelligent
Messaging and BeyondMail. In addition, the Company markets a broad range of
complementary products and options for these base products. In 1996, the
Company introduced several offerings for Internet users, including the
Switchboard Internet directory and Internet versions of BeyondMail.
StreetTalk for Windows NT
StreetTalk for Windows NT provides directory capabilities that extend beyond
individual server communities - encompassing every item and activity in the
enterprise. This simplifies access to all network resources, regardless of
location. The combination of Windows NT and StreetTalk for Windows NT supplies
an enterprise-wide application platform and networking solution that scales to
any size, including tens of thousands of users. StreetTalk also includes
extensive security features. The suggested U.S. retail price for StreetTalk for
Windows NT is $3,495 per server, or ranges from $2,995 for a 10-user version to
$27,995 for a 500-user version.
-5-
VINES
The Company introduced the VINES networking software in 1985. VINES integrates
Banyan's StreetTalk directory and a full suite of enterprise network services
such as security and management into one package. VINES installs on PC servers
and clients and permits users of the leading PC desktop systems - DOS, OS/2(R),
Windows(R) 95, Windows NT and Macintosh(R) -to share information and computing
resources with each other and with host computing environments throughout the
enterprise. In September 1996, the Company introduced VINES 7.0, which offers
improved performance and features. Suggested U.S. retail pricing for the current
VINES product family ranges from $2,995 for a 10-user version to $49,995 for a
1,000-user version.
BeyondMail
A full-featured e-mail product, the Company believes BeyondMail is among the
most advanced software available for managing information overload. With its
unique rules-based agent technology, BeyondMail helps people manage information
with e-mail, classifying messages intuitively in folders for instant recall and
filtering out junk mail. When BeyondMail's intelligent agents are combined with
easy-to-customize forms, businesses are able to automate complex procedures,
such as producing database reports and routing purchase orders for approval.
BeyondMail supports Windows and Macintosh clients and takes full advantage of
StreetTalk and Intelligent Messaging capabilities. There are also pure Internet
versions of BeyondMail available. The suggested U.S. retail price for
BeyondMail ranges from $995 for a 10-user version to $8,500 for a 100-user
version.
Intelligent Messaging
Intelligent Messaging is an enterprise-wide, client/server-based solution for
storing and transporting messages. Tightly integrated with StreetTalk directory
services, Intelligent Messaging eases use, reduces costs and facilitates the
deployment of large-scale messaging networks. In November 1996, Banyan
introduced Intelligent Messaging for Windows NT. The suggested U.S. retail
price for Intelligent Messaging for VINES is $3,495 or ranges from $995 for a
10-user version to $8,500 for a 100-user version. The suggested U.S. retail
price for Intelligent Messaging for Windows NT is $1,495 per server or ranges
from $995 for a 10-user version to $8,500 for a 100-user version.
PRODUCT OPTIONS
Communications Options
In March 1996, the Company announced the expansion of its long-term strategic
partnership with Attachmate Corporation. As a result of this partnership,
Banyan will continue to offer certain Attachmate(R) products while Attachmate
will continue to develop and deliver connectivity and software management
solutions for Banyan environments. The expansion of the partnership also
continues to provide a framework for future technology integration between the
two companies. Through an agreement with Ipswitch, Inc., the Company also
offers a suite of TCP/IP applications, providing Internet access to Banyan
network environments.
CaLANdar
Banyan has partnered with Microsystems Software, Inc. to bring the sophisticated
group scheduling capabilities of CaLANdar(R) to the enterprise messaging system.
BeyondMail
-6-
CaLANdar features the integration of BeyondMail's rules and forms with the
CaLANdar database to facilitate enterprise-wide group scheduling.
SNMP Server Agent
SNMP Server Agent improves the ability to manage network servers and the
services that reside on them, enabling network managers to access more detailed,
accurate and timely management information. This software resides on VINES
servers.
VINES Assistant 3.0
VINES Assistant 3.0 automatically alerts the network administrator to problems
on the network (for example, if a server disk exceeds a set utilization
threshold). Network administrators can be notified of these alerts through an
alarm console or via electronic mail.
Enterprise Backup and Restore (EBR(TM)) for VINES
EBR allows network managers to administer backups from any location, providing a
network-based approach to managing data in VINES environments. This solution
saves time, reduces staffing requirements and lowers hardware and software
costs.
OTHER PRODUCTS AND SERVICES
Upgrades and Subscriptions
Banyan offers upgrade and subscription programs that enable its customers to
migrate cost-effectively to enhanced versions of StreetTalk for Windows NT,
VINES, BeyondMail and other product offerings as they become available.
Customers are encouraged to purchase, for a fixed annual fee, a subscription
contract for their installed Banyan products.
Network Applications
Banyan sells and supports several network applications programs which are
integrated with its enterprise network services. Electronic mail applications
for Intelligent Messaging are available for personal computers running DOS, OS/2
and the Macintosh operating system. A GUI-based management tool called
StreetTalk Explorer is available for StreetTalk for Windows NT and VINES 7.0
products. MNET, which is sold with Banyan's network management service, is a
utility program that monitors the network in real-time and allows for review of
network-wide operational and performance characteristics from any networked PC,
workstation or server. The VINES Assistant suite of utilities automates routine
tasks of network administration, such as renaming a user or changing security
privileges for a group of users or services.
Third-Party Application Software
The Company actively encourages independent software vendors, system
integrators, system vendors and VARs to develop and market application software
for use with StreetTalk, VINES and BeyondMail. Banyan provides developers with
development tools, including documented APIs for enterprise network services, to
assist them in producing programs which are integrated with Banyan's enterprise
networking products. In addition, to aid these companies in marketing their
products to Banyan's customer base, the Company publishes an application
directory which includes more than 5,000 software programs that run in Banyan
environments. Through support
-7-
for emerging industry standards, the Company believes that it will greatly
expand the number of applications available to its customers.
Hardware Products. Prior to 1992, Banyan manufactured and sold proprietary
hardware servers which were optimized for VINES. As a result of the increased
availability of industry-standard hardware servers, the Company discontinued the
manufacture and marketing of its hardware server product lines in 1991. The
Company continues to support customers that have installed Banyan's server
products as part of their networks and accordingly offers a line of spares,
memory expansion and service products to extend their functionality. Banyan
also sells a line of add-on Intelligent Communications Adapter ('ICA') products.
Current versions of the ICA support up to six simultaneous serial communications
ports, each running any of the industry-standard synchronous or asynchronous
protocols supported by Banyan. These hardware products are available for a broad
range of industry-standard servers and support Banyan's wide area communications
services and host connectivity protocols.
CUSTOMERS
The Company estimates that it has approximately 7,000 customers with more than
7.0 million users worldwide. Banyan's customers, which include nearly one-half
of the 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.
MARKETING, SALES AND DISTRIBUTION
The Company's marketing and distribution strategy focuses most of the Company's
field staff on direct consultative sales to key decision makers to create
product awareness and achieve design wins. Demand fulfillment is primarily
accomplished through Banyan's remarketing partners. The Company's remarketing
partners include aggregators (master value-added resellers that typically resell
to other resellers), system integrators (organizations that integrate third
party products into complete systems for sale to customers) and systems vendors
(hardware manufacturers that integrate third party products into their own
systems for sale to customers) that are qualified to install and support the
Company's products as part of a complete network solution for the customer.
Sales of products through remarketing partners accounted for approximately 80%,
90% and 82% of the Company's revenues in 1996, 1995 and 1994, respectively. The
Company also sells products directly through its own sales force to certain
large end-user customers.
The Company's remarketing partners in the Americas as of December 31, 1996
include three aggregators and 865 channel partner sales sites. Banyan has
established authorization levels (Premier Network Integrator, Authorized Network
Integrator, as well as authorization levels for and messaging resellers) to
distinguish each reseller organization's expertise in working with the Company's
products, as well as their overall network design, certified support centers,
training, and global support. The Company's aggregators are InaCom Corporation,
Ingram Micro and Information Access Inc.
In February 1997, the Company announced a new user-based pricing program, which
was designed to provide greater flexibility for platform deployment and a
simplified purchasing process. This user-based licensing provides an
alternative to Banyan's previous server-based licensing, allowing customers to
choose the most appropriate pricing model.
-8-
In 1996, the Company continued its efforts to reduce worldwide inventories of
its third-party remarketing partners. During 1996, this initiative decreased
worldwide inventories by approximately $15.0 million, including a $9.0 million
reduction in the fourth quarter of 1996.
The Company's international sales currently are made primarily through
distributors in 75 countries. These distributors provide products, technical
support and follow-on service to local resellers, which in turn serve end-user
customers. The Company estimates that its resellers had approximately 300
international sales sites as of December 31, 1996. International sales
accounted for 24%, 23% and 19% of the Company's revenues in 1996, 1995 and 1994,
respectively. See Note N to the Company's Consolidated Financial Statements,
which are incorporated herein by reference to the Company's Annual Report to
Shareholders, for information as to the Company's revenues attributable to each
of the Company's geographic areas during the past three fiscal years.
During 1996, the Company's international distribution activities continued to be
augmented by a joint venture in Japan as well as two OEM agreements. During
1995, the Company had entered into a joint venture with Marubeni Corporation and
Nippon Telegraph and Telephone. At December 31, 1996, these Japanese companies
held a 33% equity interest in Nippon Banyan Systems Kabushiki Kaisha (NBSKK), a
subsidiary of the Company. See Note P to the Company's Consolidated Financial
Statements, which are incorporated herein by reference to the Company's Annual
Report to Shareholders. In addition, the Company has OEM relationships with
Hitachi and Siemens Nixdorf, which includes development, reproduction and
support.
The Company actively supports its resellers and other partners with its own
experienced sales and marketing organization. The Company's sales staff
solicits prospective customers, provides technical advice with respect to
Banyan's products and works closely with the particular Banyan reseller through
which the customer desires to purchase its networking products. The Company
believes that the active participation of its sales staff in the selling
process, in conjunction with the efforts of its resellers, is necessary in order
to provide customers with the level of support required for the implementation
of enterprise networks. Banyan conducts its sales and marketing activities from
its principal offices in Westboro, Massachusetts as well as 26 other North
American sales offices and 12 international offices located in Australia,
Belgium, Chile, Peoples Republic of China, France, Germany, Hong Kong, Japan,
South Korea, Malaysia, The Netherlands and the United Kingdom. As of December
31, 1996, the Company's sales and marketing organization consisted of 277
employees, of which 185 were in the North American group and 92 were in the
international group.
The Company also has entered into sales and support alliances with various
system vendors, including Wang, Hewlett Packard, NCR and Digital Equipment
Corporation. These vendors resell and support Banyan's products within their
customer base. Companies with which Banyan has established support arrangements
include NCR, Cabletron, Dell, Digital, Hewlett Packard, IBM, Proteon, Oracle,
Compaq, Novell, Cisco and Microsoft. Under these alliances, Banyan and its
partners exchange regularly updated technical information and offer mutual
access to technical support centers, training and advanced technical engineers
in order to facilitate problem resolution for customers with multi-vendor
networks.
For the years ended 1996 and 1995, Inacom Corporation accounted for
approximately 11% and 16% of the Company's revenue respectively. In 1994,
Intelligent Electronics, InaCom Corporation and MicroAge Computer Centers
accounted for approximately 13%, 12% and 11%, respectively, of the Company's
revenues. In 1996, 1995 or 1994, no other customer or reseller accounted for
more than 10% of the Company's revenues.
-9-
Delivery lead times for the Company's products are typically short and,
consequently, substantially all of the Company's revenues in each quarter result
from orders received in that quarter. Accordingly, the Company does not
maintain any significant backlog and believes that its backlog at any given
point in time is not a reliable indicator of future sales or earnings. The
absence of significant backlog may contribute to unpredictability in the
Company's results of operations. The Company's backlog of product orders at
December 31, 1996 was immaterial.
CUSTOMER SUPPORT, SERVICE AND TRAINING
A key element of the Company's strategy is to assure that customers are provided
with the technical support, training and consulting services required to build,
manage and optimize the network environment using Banyan products. The Company
provides these services primarily to its partners which in turn are responsible
for providing direct service to end users. At December 31, 1996 the Company had
a total of 77 employees in Customer Services.
The Company maintains technical response centers in Westboro, Massachusetts,
Crawley, England and Sydney, Australia. These centers provide technical
telephone support, on-line access and, to a lesser extent, on-site support. In
addition, pre-sales and post-sales support for partners and end users is
provided through field systems consultants.
The Company offers a wide range of training programs for partners and end users.
Training is offered at the Westboro headquarters, as well as regional sites in
North America, England and Australia. On-site training classes are also offered
at partner's sites as well as end user locations. In addition, there are 68
worldwide Banyan Certified Education Centers which conduct training classes for
users and administrators of Banyan products.
In 1996, a Professional Services organization was established within its
Customer Services division. The Professional Services organization includes the
new consulting services function as well as the established education services
business. Consulting is an integrated component of Banyan's corporate business
that offers customers and partners optional services that can be used to
optimize and/or customize Banyan products to better meet their needs. These
services are offered as package services as well as customized consulting
services.
PRODUCT DEVELOPMENT
The Company believes that its future success will depend in large part on its
ability to enhance and broaden its existing product lines to meet the evolving
needs of the enterprise network computing market and to continue developing and
delivering new open standards-based product offerings, including Internet-
related solutions. The Company's development efforts are currently focused on
enhancing the performance and functionality of its existing StreetTalk for
Windows NT, VINES, Intelligent Messaging and BeyondMail families of products,
expanding its offering of standards based enterprise network services, and new
products and applications for the Internet market, particularly its Switchboard
offering. In addition, the Company anticipates expending significant resources
in the continued translation and localization of its product offerings in 1997.
As of December 31, 1996, Banyan had approximately 186 employees engaged in
research and development, test and quality assurance and technical
documentation. In 1996, 1995 and 1994, Banyan's product development expenditures
totaled $21.9 million, $24.5 million and $20.5 million, respectively. During
1997, the Company anticipates continued significant investment in product
development.
-10-
MANUFACTURING
The Company's software products are distributed as object code on CD-ROM and
standard magnetic diskettes. Included with the software products are security
codes and documentation, which is available on CD-ROM as well as in print. In
general, the Company duplicates all software diskettes in house. Most of the
CD-ROM replication is done by outside vendors, with the ability to produce
smaller volume production runs in-house. From its Manufacturing & Distribution
facility in Westboro, Massachusetts, Banyan ships products worldwide through
authorized network integrators, resellers and international distributors
COMPETITION
The networking software industry is highly competitive and is characterized by
rapidly changing technology and evolving industry standards. The Company
competes with a number of companies, including Novell, IBM, Microsoft and
Digital Equipment Corporation, which have substantially greater development,
marketing, sales and financial resources, distribution infrastructure, customer
support organizations and name recognition than those of the Company.
The Company believes principal competitive factors affecting the market for its
products include product functionality, performance, quality, reliability and
ease of use; quality of customer training and support; vendor reputation and
price. The Company believes that competition in the industry is likely to
intensify as current competitors expand their product lines and new companies
enter the market. The Company's future success will depend in part on its
ability to respond promptly and effectively to the challenges of technological
change, evolving standards and its competitors' innovations by continually
enhancing its own product and support offerings, as well as its marketing
programs.
PROPRIETARY RIGHTS AND LICENSES
The Company does not currently hold any patents and currently relies upon a
combination of copyright, trademark and trade secret laws and contractual
provisions to establish and maintain its proprietary rights to its products.
The Company believes that because of the rapid pace of technological change in
the networking and computer industries, the legal protections for its products
are less significant factors in the Company's success than the knowledge,
ability and experience of the Company's employees, the frequency of product
enhancements, and the timeliness and quality of support services provided by the
Company.
EMPLOYEES
At December 31, 1996, the Company employed 646 persons, including 277 in sales,
marketing and related activities, 186 in research and development, 77 in
customer support and education, 21 in manufacturing, and 86 in finance,
administration, and human resources. The Company has no collective bargaining
agreement with its employees. The Company believes that its relations with its
employees are good.
ITEM 2. PROPERTIES
The Company's principal administrative, sales and marketing, research and
development, manufacturing and support facilities are located in Westboro,
Massachusetts and consist of approximately 170,000 square feet under leases that
expire at various times, from December 31, 1997 through September 30, 2005, with
an aggregate annual base rent of approximately $920,000. In addition, the
Company leases and occupies approximately 26,000 square feet of research and
development space in Waltham, Massachusetts under a lease that expires on
-11-
February 27, 1999. The Company leases and occupies sales offices in 36
additional locations throughout the United States, Canada, South America,
Europe, Asia, Japan and Australia.
-12-
ITEM 3. LEGAL PROCEEDINGS
There are no legal proceedings, other than ordinary routine litigation
incidental to its business, to which the Company or any of its subsidiaries is a
party or of which any of their property is 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.
-13-
EXECUTIVE OFFICERS OF THE REGISTRANT
The Company's executive officers as of March 27, 1997 were as follows:
NAME AGE POSITION
William P. Ferry 44 President and Chief Executive Officer
Robert D. Burke 42 Senior Vice President, Worldwide Sales and Service
Jeffrey D. Glidden 46 Senior Vice President, Administration,
and Chief Financial Officer
Ann Smith 44 Vice President, Human Resources
Richard M. Spaulding 37 Vice President, Finance, and Treasurer
Mr. Ferry was named President and Chief Executive Officer of the Company in
February 1997. He also is a Director of the Company. Prior to joining Banyan,
Mr. Ferry was President of Wang Laboratories, Inc.'s Services Division. During
his six years at Wang, Mr. Ferry's other positions included Senior Vice
President and General Manager of Wang's North American Operations, Senior Vice
President and General Manager of Europe, Africa and Middle East Operations,
Senior Vice President and General Manager of the OFFICE 2000 Business Unit and
Senior 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, Senior Vice President, Worldwide Sales and Service, joined the
Company in March 1997. Prior to joining Banyan, 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. Glidden, Senior Vice President, Administration, and Chief Financial Officer,
joined the Company in July 1991. Prior to joining Banyan, he served as Vice
President at Altwell Group, Inc., a financial advisory services company, from
December 1989 until June 1991 and as Vice President and Treasurer of Imagitex,
Inc., an image processing hardware and software systems manufacturing company,
from November 1982 until November 1989.
Ms. Smith, Vice President, Human Resources, joined the Company in 1995. Prior
to joining Banyan, she served as Human Resource Director for Harvard Community
Health Plan, a health services provider from March 1993 to June 1995. From
September 1989 to March 1993, Ms. Smith served as Human Resources Director of
Motorola Codex, a networking company. From August 1980 to September 1989, Ms.
Smith held a number of positions in human resources at Data General Corporation,
a manufacturer of computer hardware.
Mr. Spaulding, Vice President, Finance, and Treasurer, joined the Company in
September 1990. Prior to joining Banyan, 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.
-14-
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Except as set forth below, information with respect to this item may be found in
the section captioned "Quarterly Financial Information" appearing in the Annual
Report to Shareholders. The Company did not sell any equity securities during
1996 that were not registered under the Securities Act. Such information is
incorporated herein by reference.
-15-
ITEM 6. SELECTED FINANCIAL DATA
Information with respect to this item may be found in the section captioned
"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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Information with respect to this item may be found on pages 21 through 35, and
in the section captioned "Quarterly Financial Information", 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
Not applicable.
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 1997 Annual Meeting of
Stockholders (the "1997 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 "Directors and Nominees" and "Section 16(a) Beneficial
Ownership Reporting Compliance" appearing in the 1997 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 "Other Matters" appearing in the 1997
Proxy Statement. Such information is incorporated herein by reference.
-16-
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 1997 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 "Other
Matters" appearing in the 1997 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. The financial statements listed in the Index to Consolidated Financial
Statements and Consolidated Financial Statement Schedules, filed as a
part of this Annual Report on Form 10-K.
2. The financial statement schedule listed in the Index to Consolidated
Financial Statements and Consolidated Financial Statement Schedules,
filed as a part of this Annual Report on Form 10-K.
3. The exhibits listed in the Exhibit Index filed with or incorporated
into this Annual Report on Form 10-K.
(B) Reports on Form 8-K: No reports on Form 8-K were filed by the Company
during the last quarter of the year ended December 31, 1996.
-17-
SCHEDULE II
BANYAN SYSTEMS INCORPORATED
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
(DOLLARS IN THOUSANDS)
BALANCE AT ADDITIONS
BEGINNING OF CHARGED TO COSTS BALANCE OF
DESCRIPTION PERIOD AND EXPENSES DEDUCTIONS END OF PERIOD
----------- ------------ --------------- ---------- -------------
Year ended December 31, 1996:
Reserve for price, sales and $5,636 $8,712 $7,180 $7,168
doubtful account allowance
Year ended December 31, 1995:
Reserve for price, sales and $6,596 $4,965 $5,925 $5,636
doubtful account allowance
Year ended December 31, 1994:
Reserve for price, sales and $3,450 $6,516 $3,370 $6,596
doubtful account allowance
REPORT OF INDEPENDENT ACCOUNTANTS
Our report on the consolidated financial statements of Banyan Systems
Incorporated has been incorporated by reference in this Form 10-K from page 37
of the 1996 Annual Report to Shareholders of Banyan Systems Incorporated. In
connection with our audits of such financial statements, we have also audited
the related financial statement schedule in Item 14(a)2 of this Form 10-K.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information required to be
included therein.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
January 31, 1997
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 27, 1997 BANYAN SYSTEMS INCORPORATED
--------------
/s/ Richard M. Spaulding
-------------------------------------
By: Richard M. Spaulding
Vice President, Finance and Treasurer
(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 President and Chief Executive Officer March 27, 1997
- ------------------------------------ (Principal Executive Officer) --------------
William P. Ferry
/s/ Jeffrey D. Glidden Sr. Vice President, Administration March 27, 1997
- ------------------------------------ and Chief Financial Officer --------------
Jeffrey D. Glidden (Principal Financial Officer)
/s/ Richard M. Spaulding Vice President, Finance and Treasurer March 27, 1997
- ------------------------------------ (Principal Accounting Officer) --------------
/s/ John F. Burton Chairman of the Board of Directors March 27, 1997
- ------------------------------------ ---------------
John F. Burton
/s/ G. Leonard Baker, Jr. Director March 27, 1997
- ------------------------------------ --------------
G. Leonard Baker, Jr.
/s/ A. Peter Hamilton Director March 27, 1997
- ------------------------------------ --------------
A. Peter Hamilton
/s/ David C. Mahoney Vice Chairman of the Board of Directors March 27, 1997
- ------------------------------------ --------------
David C. Mahoney
/s/ Fontaine K. Richardson Director March 27, 1997
- ------------------------------------ --------------
Fontaine K. Richardson
/s/ David N. Strohm Director March 27, 1997
- ------------------------------------ --------------
David N. Strohm
EXHIBIT INDEX
EXHIBIT
NUMBER TITLE OF DOCUMENT
------ -----------------
3.1(1) Second Amended and Restated Articles of Organization
of the Company.
3.2(2) Amended and Restated By-Laws of the Company.
+10.1(3) Second Amended and Restated 1984 Incentive Stock
Option Plan.
+10.2(3) Second Amended and Restated 1984 Non-Qualified Stock
Option Plan.
+10.3(17) 1992 Stock Incentive Plan, as amended.
+10.4(2) 1992 Director Stock Option Plan.
+10.5(17) 1996 Officer Merit and Profit Sharing Programs.
+10.6 Consulting Services Agreement, dated as of November 11, 1996,
between the Company and Burton Technology Partners, Ltd.
+10.7 Employment Agreement, dated February 4, 1997, between the Company
and William P. Ferry.
+10.8(2) Employment Letter, dated May 31, 1991, between the Company and
Jeffrey D. Glidden.
10.9(2) Commitment Letter, dated as of May 5, 1992, between the Company and
Silicon Valley Bank.
10.9A(7) Amendment to Commitment Letter, dated May 5, 1994, between the
Company and Silicon Valley Bank.
10.9B(12) Amendment to Commitment Letter, dated May 5, 1995, between the
Company and Silicon Valley Bank.
10.9C(15) Amendment to Commitment Letter, dated May 5, 1996, between the
Company and Silicon Valley Bank.
10.10(2) Real Estate Sublease, dated June 19, 1991, as amended to date,
between the Company and Sytron Corporation.
10.11(2) Lease Agreement dated April 21, 1989, as amended to date,
between the Company and CB Westboro C Limited Partnership,
a Texas Limited Partnership.
10.11A(5) Amendment to Lease Agreement, dated April 21, 1993, between
the Company and CB Westboro C Limited Partnership, a Texas
Limited Partnership.
EXHIBIT
NUMBER TITLE OF DOCUMENT
------- -----------------
10.11B(13) Amendment to Lease Agreement, dated April 21, 1993, between
the Company and Commonwealth Westboro Limited Partnership, a
Massachusetts Limited Partnership (as successor in interest to
CB Westboro C Limited Partnership, a Texas Limited Partnership).
10.12(2) Lease Agreement dated November 14, 1986, as amended to date,
between the Company and Aetna Real Estate Associated, L.P.
(as assignee of Flanders Realty Trust).
10.12A(5) Amendment to Lease Agreement, dated April 21, 1993, between the
Company and Aetna Real Estate, L.P. (as assignee of Flanders
Realty Trust).
10.13 (reserved)
10.14(2) Lease, dated July 26, 1989 among the Company, Banyan Systems (UK)
Limited and Grosvenor Square Properties Developments Limited.
10.15 (reserved)
10.16 (reserved)
10.17(2) Registration Rights Agreement, dated as of October 19, 1984, as
amended to date, among the Company and the parties named in
Schedules A and B attached thereto.
10.18(2) Non-exclusive Reseller Agreement, dated July 15, 1990, between
the Company and Wang Laboratories, Inc.
10.19(2) OEM Sales Agreement (Comm Server), dated as of October 1, 1991,
between the Company and Digital Communications Associates, Inc.
(including the Master Software Contract dated as of October 1,
1991, as amended to date, between such parties).
10.20A(2) Amendment to Master Software Contract, dated July 29, 1992, between
the Company and Digital Communications Associates, Inc.
10.21 (reserved)
10.22(2) National Reseller Agreement, dated as of March 29, 1990, between
the Company and InaCom Corporation.
10.23(4) Lease agreement, dated March 29, 1993, between the Company and
Westboro Limited Partnership, a Maryland Partnership.
10.24 (reserved)
10.25 (reserved)
EXHIBIT
NUMBER TITLE OF DOCUMENT
------ -----------------
10.26(6) Software Porting and Licensing Agreement, dated as of July 1993,
between the Company and Legato Systems Incorporated.
10.27(9) Merger Agreement, dated as of January 31, 1994, between the
Company and Beyond Incorporated.
10.28 (reserved)
10.29 (reserved)
10.30 (reserved)
10.31 (reserved)
10.32 (reserved)
10.33 (reserved)
10.34 (reserved)
+10.35(10) Severance Agreement, dated January 30, 1995, between the Company
and A. Peter Hamilton.
10.36(11) Joint Venture Agreement, dated March 22, 1995, between the Company
and Marubeni Corporation.
10.36A(13) Joint Venture Agreement, dated June 15, 1995, between and among,
the Company, Marubeni Corporation and NTT Advanced Technology
Corporation.
10.37 (Reserved)
10.38(14) Software Assets Purchase Agreement, dated as of February 28, 1996,
by and between the Company and Toucan Software, Inc.
+10.39(15) Separation Agreement and Release and Waiver of Claims, dated May 6,
1996, between the Company and John Curtis.
+10.40(16) Separation Agreement and Release and Waiver dated November 1, 1996,
of Claims, between the Company and John M. Paul.
+10.41 Senior Executive Termination Benefits Agreement, dated November 25,
1996, between the Company and Jeffrey D. Glidden.
10.42 Senior Executive Termination Benefits Agreement, dated January 15,
1997, between the Company and Richard M. Spaulding.
10.43 Senior Executive Termination Benefits Agreement, dated January 28,
1997, between the Company and Ann Smith.
13 Selected portions of Annual Report to Shareholders for the year
ended December 31, 1996 (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 Coopers & Lybrand L.L.P
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.
(1) Incorporated herein by reference to the exhibits to the Company's
Registration statement on Form S-8 (File No. 33-54140).
(2) Incorporated herein by reference to the exhibits to the Company's
Registration statement on Form S-1 (File No. 33-49194).
(3) Incorporated herein by reference to the exhibits to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1992.
(4) Incorporated by reference to the exhibits to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1993.
(5) Incorporated herein by reference to the exhibits to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1993.
(6) Incorporated herein by reference to the exhibits to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1993.
(7) Incorporated herein by reference to the exhibits to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1994.
(8) Incorporated herein by reference to the exhibits to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended September 30,
1994.
(9) Incorporated herein by reference to the Company's Current Report on Form
8-K dated February 28, 1994.
(10) Incorporated herein by reference to the exhibits to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1994.
(11) Incorporated herein by reference to the exhibits to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
1995.
(12) Incorporated herein by reference to the exhibits to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1995.
(13) Incorporated herein by reference to the exhibits to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended September 30,
1995.
(14) Incorporated herein by reference to the exhibits to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
1996.
(15) Incorporated herein by reference to the exhibits to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1996.
(16) Incorporated herein by reference to the exhibits to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended September 30,
1996.
(17) Incorporated herein by reference to the exhibits to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995.