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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
COMMISSION FILE NUMBER: 0-13994
COMPUTER NETWORK TECHNOLOGY CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
MINNESOTA 41-1356476
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
605 NORTH HIGHWAY 169, SUITE 800, MINNEAPOLIS, MINNESOTA 55441
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(Address of Principal Executive Offices) (Zip Code)
(612) 797-6000
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: NONE
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Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK $.01
PAR VALUE
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(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
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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 voting stock held by non-affiliates of the
Registrant as of March 20, 1996 was approximately $128,714,816, based on a
closing price of $5.625 per share as reported by the Nasdaq National Market on
such date.
As of March 20, 1996, Registrant had 23,124,610 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of Computer Network Technology Corporation's definitive Proxy Statement
for the Annual Meeting of Shareholders to be held on May 17, 1996 are
incorporated by reference into Part III of this Form 10-K.
Portions of the Annual Report to Shareholders for the fiscal year ended December
31, 1995 are incorporated by reference into Parts I and II of this Form 10-K.
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TABLE OF CONTENTS
PART 1
Item 1. Business..........................................................................................1
Overview..........................................................................................1
Recent Developments...............................................................................1
Markets...........................................................................................2
Products..........................................................................................3
Customer Support..................................................................................5
Marketing and Sales...............................................................................6
Revenue Recognition Policy........................................................................6
Engineering and Development.......................................................................7
Manufacturing and Suppliers.......................................................................8
Competition.......................................................................................8
Intellectual Property Rights......................................................................9
Employees.........................................................................................9
Item 2. Properties........................................................................................10
Item 3. Legal Proceedings.................................................................................10
Item 4. Submission of Matters to Vote of Security Holders.................................................10
Item 4.A Executive Officers of the Company.................................................................11
PART II
Item 5. Market for the Registrant's Securities and Related Shareholders Matters...........................14
Item 6. Selected Consolidated Financial Information.......................................................14
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.............14
Item 8. Consolidated Financial Statements and Supplementary Data..........................................14
Item 9. Changes in and Disagreements with Accountants and Financial Disclosure............................14
PART III
Item 10. Directors and Executive Officers..................................................................15
Item 11. Executive Compensation............................................................................15
Item 12. Security Ownership of Certain Beneficial Owners and Management....................................15
Item 13. Certain Relationships and Related Transactions....................................................15
PART IV
Item 14. Exhibits, Consolidated Financial Statement Schedules, and Reports on Form 8-K.....................16
SIGNATURES..................................................................................................23
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PART I
ITEM 1. BUSINESS
OVERVIEW
Computer Network Technology Corporation ("CNT" or the "Company") designs,
manufactures, markets, and supports a range of enterprise-wide networking
hardware and software products designed to meet the complex networking needs of
large organizations. These products are marketed by CNT under the Channelink(R)
and Brixton(R) tradenames.
Channelink systems create high speed, wide area networks that interconnect
traditional data centers, peripherals, remote users, and the growing base of
open system computer servers. Brixton products enable desktop computer and
terminal users operating different networking protocols (i.e., TCP/IP and SNA)
to share the same physical networks and to access applications and data on
different types of mainframes and open systems servers. CNT markets its
products and services in North America primarily through a direct sales force
and internationally through wholly-owned subsidiaries and distributors. Brixton
software products are also remarketed by original equipment manufacturers
("OEMs") under other tradenames.
CNT emphasizes comprehensive customer support and training designed to maximize
quality and customer satisfaction. CNT believes that its customer service
programs provide significant added value to its customer base and enhance
marketing to prospective customers.
CNT's executive offices are located at 605 North Highway 169, Suite 800,
Minneapolis, Minnesota 55441 and its telephone number is 612-797-6000. Its
World Wide Web site can be accessed at http:\\www.cnt.com. Unless the context
otherwise requires "CNT" or the "Company" refers to Computer Network Technology
Corporation and its subsidiaries.
RECENT DEVELOPMENTS
On December 12, 1995, the Board of Directors of the Company elected John A.
Rollwagen to serve as Chairman of the Board and Erwin A. Kelen to serve as Vice
Chairman of the Board. The Board also established an Executive Committee
composed of Mr. Rollwagen, Mr. Kelen, and Lawrence Perlman, the three outside
directors. At the same time, C. McKenzie Lewis III resigned as the President
and Chief Executive Officer of the Company and accepted appointment as the
Company's Executive Vice President of Marketing and Engineering; Eugene D.
Misukanis resigned as the Company's Vice President of Engineering and as a
director; and Frantz Corneille resigned as Vice President of Marketing. At the
December 12, 1995 meeting, the Board elected Bruce T. Coleman to serve as Acting
President and Chief Executive Officer and as a director. Mr. Coleman has served
in similar transitional capacities with other companies and it is expected that
he will remain with CNT until a permanent chief executive is retained. The
Board has engaged a recruiting firm to assist in its search for a new chief
executive officer. In February 1996, Mr. Lewis resigned as both an officer and
director of the Company. See notes 6 and 12 to the Company's Consolidated
Financial Statements and
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the "Special Charges" caption of Management's Discussion and Analysis of
Financial Condition and Results of Operations for more information concerning
the financial impact of this management reorganization.
MARKETS
CNT principally addresses two markets, the high-speed connectivity market with
its Channelink product line and the enterprise-wide application access and
interoperability market with its Brixton product line.
High-Speed Connectivity. The Company's marketing of its Channelink products has
focused on three key interrelated areas: (i) data center networking, (ii) LAN
gateways, and (iii) network-based storage. CNT's products enable data centers
and remotely located peripherals to communicate over wide areas without
significant degradation of performance. Data center networking applications have
been the point of entry for CNT's relationship with many of its customers. LAN
gateways enable communications for a wide range of LAN-based workstations and
servers with large-scale, channel-based systems used in enterprise-wide
networks. Network-based storage products provide direct network connections to
high capacity tape storage subsystems and on-line disk storage systems. Channel
networking applications have accounted for a substantial majority of CNT's
historical revenue and the Company will continue to emphasize supporting and
servicing this important market.
Enterprise-wide Application Access and Interoperability. The Company's Brixton
product line enables users to implement common IP backbone networks for all of
their enterprise applications. Brixton products allow organizations with
significant resources invested in SNA mainframe-based networks, supporting
devices such as terminal displays and printers, to access computers with Unix-
based applications and databases. Brixton products also allow Unix-based systems
and Windows-based PCs to access data and applications on IBM mainframes and IBM
AS/400 midrange systems.
Brixton software products provide a solution that operates on a range of open
systems computing platforms, including Unix systems from vendors such as Sun
Microsystems, IBM, Hewlett-Packard, Digital Equipment, and others, as well as
support for Windows and other desktop operating environments. Brixton integrated
gateways are designed as turnkey (hardware and software) solutions. The
Company's marketing of Brixton products focuses on three key areas: (i)
application access over open networks (i.e., SNA devices to SNA applications
over an open network; SNA devices to open systems applications; and TCP/IP and
Netware clients to SNA applications), (ii) SNA device emulation for open systems
desktop computers, and (iii) software internetworking products.
2
PRODUCTS
Channelink Network Processors
CNT's traditional product line has been the Channelink family of network
processors. These network processors are principally used in connection with
data center consolidations, disaster recovery, and, recently, network-based
storage. Channelink products support a variety of mainframes and peripheral
devices, including disk drives, optical storage devices, magnetic tape
controllers, printers, check sorters, document processors, imaging systems,
microfiche recorders, terminal controllers, graphics controllers, plotters, data
base computers, and front end processors ("FEPs"). LAN interfaces provide
connections to a wide variety of popular LANs, including Ethernet, Token Ring,
and FDDI. WAN interface modules provide connectivity between network nodes over
unlimited distances using common carrier communication links such as T-1 and DS-
3. The Company configures and installs Channelink networks to meet the specific
geographic and interface requirements of each customer's information movement
applications.
To support mission-critical wide area networks ("WANs"), Channelink networks can
be configured with redundancy. CNT channel networks generally operate at
"channel speeds," which means end users may operate a number of peripheral
devices concurrently and remotely at speeds comparable to speeds that would be
achieved with direct local connections to the host. In addition, Channelink
products intelligently and transparently (to the end user) perform functions
designed to manage the network for maximum efficiency, without depending on host
computing cycles or host memory resources.
The Channelink product architecture has been enhanced continuously since its
introduction in 1986 with new interfaces, higher speed processors, faster and
larger memories, expanded software functionality, and expanded network
management capabilities and support tools. Each Channelink network processor
includes multiple microprocessors, CNT-developed software, and a combination of
interface modules (e.g., for mainframe computer channels, peripheral devices,
and various local and wide area communication connections). Depending on the
application, a single Channelink node has a bandwidth of up to 450 megabits per
second ("Mbps") and multiple Channelink nodes can be configured in parallel to
provide virtually unlimited bandwidth.
Channelink software is based on a real-time distributed operating system to
support a variety of concurrent device or channel interfaces and networking
software tasks. This technique enables protocol processing to be off-loaded from
the host and permits peripheral devices that previously were not included in
networks to be connected in enterprise-wide systems. Channelink products support
widely used industry standard communication protocols, such as TCP/IP, and a
number of de facto industry standard, device specific, and peripheral interface
data transfer protocols. The Company's Channelink products incorporate software
drivers,
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networking software functionality, error recovery functions, network management
software, and, for many types of data transfer applications, application-
specific software, to facilitate high speed communication of information with
low application processor overhead and efficient, cost effective use of
expensive, high bandwidth communications facilities.
For managing and monitoring channel networks, the Company offers network
management software for legacy and open systems. CNT's Host Monitor Facility
software interfaces to IBM's NetView or other mainframe-based network management
subsystems. CNT's CMF is a PC-based network management system with a user
interface that connects to any network node and allows system-wide monitoring
and control facilities for Channelink networks. The Company also offers network
management software for simple network management protocol ("SNMP"), an industry
standard management protocol used by many LAN and workstation users in the
management of their networks.
Brixton Connectivity Software.
Brixton for Connecting SNA Terminal Devices. The Brixton PU5 SNA server creates
a virtual mainframe operating on a Unix system by emulating the functionality of
an SNA host, so that information can flow directly from existing SNA terminal
devices to Unix applications without a mainframe connection. When used with the
Brixton UnixGateway software product, this emulation allows SNA terminal device
users to use Unix-based applications such as relational databases and electronic
mail. The application platform is transparent to SNA terminal device users, who
can continue to use their terminals in the same manner that they have been,
allowing organizations to preserve their investments in SNA terminal devices,
SNA infrastructure, and user training. These Brixton products do not require
dedicated hardware and can operate on a number of platforms, including Sun
Microsystems, IBM, Santa Cruz Operations, Digital Equipment, and Hewlett-Packard
workstation/servers.
Brixton for Accessing Host Applications. The Brixton PU2.1 SNA server provides
an enterprise-wide gateway for terminal emulation products to provide network
access to IBM-type mainframes and midrange systems. These SNA servers provide
multi-platform support including Sun, HP, IBM, SCO, and Digital. These servers
are scalable to support thousands of concurrent users and provide the high
levels of availability required in modern enterprise networks. The Brixton PU2.1
SNA server allows users of TCP/IP networks to access mainframe applications
without running TCP/IP on the host. Brixton's PU2.1 SNA Server supports 3270,
TN3270, 5250, TN5250, LU0, LU6.2, and other clients. This product suite includes
software to interface to network management systems from Sun, HP, and IBM's
Netview. Application programmatic interfaces allow users to develop customized
programs to communicate with IBM mainframe and midrange applications.
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SNA Client Emulation. Brixton's 3270 open client and 5250 open client allow
Unix, Windows, Windows NT, and MacIntosh workstations to access SNA
applications. Brixton clients can operate on a number of platforms, including
Sun SPARC, IBM RS/6000, Digital OSF Alpha, MacIntosh, Windows 3.1, and Windows
NT.
Brixton for Internetworking. The Brixton FR, Brixton PPP, and Brixton X.25
products allow TCP/IP communications to be routed over frame relay, point-to-
point, and X.25 networks. They allow organizations to link distant sites or
mobile systems by using these products as gateways to public and private data
communication lines.
Brixton Integrated Gateways.
Brixton integrated gateway products integrate Channelink and Brixton
technologies and enable users to access any enterprise application over a
common, open backbone network. Brixton integrated gateways support Channelink
and industry-standard network interfaces. Brixton integrated gateway products
allow organizations to migrate their networks, including SNA networks, to open
standards while enabling users on heterogeneous platforms the ability to use
applications in their native mode, thereby eliminating the redundancy of
supporting both IP and SNA networks and uncoupling the bonds between
applications and networks.
CUSTOMER SUPPORT
The Company has developed a comprehensive support strategy designed to maximize
quality and customer satisfaction. A high level of continuing customer service
is integral to the Company's strategy of developing long-term customer
relationships. The Company supports the commitment of its employees to achieve
this strategy through extensive training and the delegation of authority and
responsibility.
The Company's support services group becomes involved with end users during
initial presales activities by analyzing their requirements, developing proposed
solutions, and providing project management guidance during implementation or
enhancement of the customer's enterprise-wide computing network.
CNT uses remote diagnostic tools to support Channelink and Brixton integrated
gateway networks seven days per week, 24 hours per day. Through the Company's
ability to dial in to these networks worldwide and perform on-line
troubleshooting, in a sizable majority of the cases the Company provides timely
resolution to customer problems without having to visit the customer's site.
Brixton products come with on-line help, comprehensive documentation, and
diagnostic tools to allow users to monitor their lines. When necessary, CNT
dispatches trained maintenance personnel, generally third party maintenance
providers, to provide repairs at the customer's facility.
5
MARKETING AND SALES
The Company, along with its subsidiaries, markets its Channelink products in the
United States, Canada, the United Kingdom, and France primarily through a direct
sales force. Outside of these countries, CNT markets its Channelink products
through independent distributors. Brixton products are marketed directly by CNT
in North America and through subsidiaries and exclusive and nonexclusive
distributors outside of the United States. Brixton products are also marketed by
OEMs, systems integrators, and value-added resellers.
The Company derived approximately $22.8 million, $22.0 million, and $16.7
million, or 29%, 28%, and 30%, of its revenue from operations outside of North
America for the years ended December 31, 1995, 1994, and 1993. The Company
expects that foreign sales will continue to represent a substantial percentage
of its revenue. International operations are subject to various risks common to
international businesses, including exposure to currency fluctuations, political
and economic instability, the greater difficulty of administering business
internationally, and the need to comply with a wide variety of U.S. export and
foreign import laws and regulations. See note 10 to the Company's Consolidated
Financial Statements for additional information regarding the Company's
operations by geographic regions.
The Company manufactures its products based on a schedule of forecasted orders.
The Company's customers generally place orders for immediate delivery and
generally not in advance of need. Customers may generally cancel or reschedule
orders without penalties. Accordingly, the Company believes that backlog is
generally not meaningful for purposes of predicting its revenue for any fiscal
period.
CNT expects that it will continue to receive significant repeat revenue from
existing customers and that a relatively small and changing group of customers
will provide a large percentage of each quarter's revenue. Given the importance
of these factors, CNT believes that the alienation of any major customer could
have a material adverse effect on the Company. In addition, although the Company
endeavors to meet technical standards established by foreign regulatory bodies,
there can be no assurance that the Company will be able to comply with such
standards in the future. The inability of the Company to design products to meet
future foreign standards could have a material adverse effect on the Company.
REVENUE RECOGNITION POLICY
In connection with direct sales by CNT to Channelink end users (or to a systems
integrator that in turn sells to an end user) where the installation and
maintenance services are provided by CNT, the Company recognizes the related
revenue when the equipment is installed and ready for use. When dealing with a
new customer or if the purchase contract so requires, revenue will not be
recognized until installation is complete and a certificate of acceptance has
been received from the customer. The Company believes that this policy helps to
focus its personnel on achieving installations in a manner consistent with
customer satisfaction, while reducing exposure to potential reported revenue
reversals as a result of the return of shipped equipment. In connection with
sales to distributors or systems integrators where the
6
installation and maintenance services are not provided by the Company, revenue
is recognized upon shipment by CNT.
As Brixton products generally do not require CNT installation services, revenue
on direct sales of these products is recognized upon shipment by CNT. Revenue on
Brixton products licensed through OEMs is recognized as earned, which is
generally upon CNT's receipt of the OEM's periodic royalty reports with respect
to such products.
Service fees are recognized as revenue when earned, which is generally on a
straight-line basis over the service period.
ENGINEERING AND DEVELOPMENT
The computer networking industry is characterized by rapidly changing
technology, new standards, and changing customer requirements. The Company
believes that its long-term success in the marketplace depends upon its
continuing ability to develop and integrate advanced network hardware and
software technologies.
During the past year, the Company has developed products to support SCSI fast
and wide, remote DASD vaulting (XRC) , and other peripheral devices. These
developments are important as the network-based storage market expands. The
Company's engineering and development efforts also focus on providing
sophisticated diagnostic support tools to help deliver both high network
availability and, in the event of failure, rapid return to service.
The Company also continues to invest in engineering and development of its
Brixton products by developing new products and enhancing the functionality of
its current products. In 1995, CNT introduced a new version of its Brixton
gateway software designed to provide high availability and fault resilience.
To meet the future networking demands of its customers, the Company expects to
continue to: (i) increase the compatibility and interoperability of its products
with the products of other vendors; (ii) emphasize the flexible and modular
architecture of its products to permit the introduction of new interfaces and
capabilities in a manner that can be used within existing customer networks and
to provide a framework for existing customers to incorporate and install new CNT
products, features, and functions; and (iii) develop additional products to meet
the demands of its customers to support connectivity among various peripherals,
including LANs and remote DASD. Engineering and development expenses, excluding
a special charge in 1995 associated with the Company's management
reorganization, were approximately $11.2 million, $11.3 million, and $8.0
million, or 14% of CNT's total revenue, for each of the years in the three year
period ended December 31, 1995. The Company currently intends to continue to
apply a significant portion of its resources to product enhancements and new
product development for the foreseeable future.
7
MANUFACTURING AND SUPPLIERS
The Company manufactures its Channelink and Brixton integrated gateway products
and systems from subassemblies, parts, and components, such as integrated
circuits, printed circuit boards, power supplies, and metal parts manufactured
by other vendors. Certain items manufactured by suppliers are made to the
Company's specific design criteria. In-house manufacturing activities for the
Company's products primarily involve quality assurance testing of subassemblies
and final system assembly, integration, and quality assurance testing. CNT is
certified under ISO 9002, an international standard of quality, for the
manufacture and support services of high speed electronic communications devices
and computer networking systems.
The Company believes that it currently possesses adequate supply channels.
Components and subassemblies used in the Company's products and systems are
generally available from a number of different suppliers; however, certain key
components in the Company's products are currently purchased from only one
source or from a limited number of sources. The Company does not anticipate any
difficulty in obtaining an adequate supply of required components. An
interruption in its existing supplier relationships or delays by some suppliers,
however, could result in production delays and have an adverse effect on the
Company.
COMPETITION
The networking industry is highly competitive. It is characterized by rapidly
advancing technology and evolving industry standards, resulting in frequent
product and feature introductions and improvements in the relative
price/performance of products. CNT competes with several companies that have
greater engineering and development resources, marketing resources, financial
resources, manufacturing capability, customer support resources, and name
recognition than those of the Company.
The principal competitive factors affecting the markets for the Company's
products include customer service, flexibility, price/performance, reliability,
ease of use, and functionality. In many situations the potential customer has an
installed base of a competitor's products, which can be difficult to dislodge.
IBM, Microsoft, and others can significantly influence customers and control
technology in the connectivity market.
There can be no assurance that the Company can compete successfully with its
current competitors or with competitors that may subsequently enter the market,
particularly the software market, which is characterized by low barriers to
entry. There also can be no assurance that CNT will effect technological changes
necessary to maintain its competitive position.
8
INTELLECTUAL PROPERTY RIGHTS
The Company relies on a combination of trade secret, copyright, patent, and
trademark law, nondisclosure agreements, and technical measures to establish and
protect its proprietary rights to its products. Such protection may not preclude
competitors from developing products with features similar to the Company's
products. Because of the rapid pace of technological change in data
communications and in the computer and networking industries, the Company
believes that patent and copyright protection are less significant to the
Company's competitive position than factors such as the effectiveness and
quality of its support services; the knowledge, experience, and ability of the
Company's employees; and the frequency of product enhancements.
Although the Company believes that it possesses all required proprietary rights
to the technology involved in its products and that its products, trademarks,
and other intellectual property rights do not infringe upon the proprietary
rights of third parties, there can be no assurance that others will not claim a
proprietary interest in all or a part of such technology or assert claims of
infringement. Any such claim, regardless of its merits, could involve the
Company in costly litigation and have a material adverse effect on the Company.
Because of the existence of a large number of patents in the networking field
and the rapid rate of issuance of new patents, it is not economically practical
to determine in advance whether a product infringes patent rights of others. The
Company believes that, based upon industry practice, any necessary license or
rights under such patents may be obtained on terms that would not have a
material adverse effect on the Company's consolidated financial position or
results of operations; however, there can be no assurance in this regard.
EMPLOYEES
As of December 31, 1995, the Company had 408 full-time employees, including 43
full-time employees of its wholly-owned foreign subsidiaries. The Company
believes that its relations with its employees are good. The Company considers
its ability to attract and retain qualified employees and to motivate such
employees to be essential to the future success of the Company. Competition for
such highly skilled personnel is particularly intense in the computer and data
communications industry, and no assurance may be given that the Company will
continue to attract and retain qualified employees.
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ITEM 2. PROPERTIES
The Company's principal manufacturing, engineering, and development functions
are located in leased space in Maple Grove, Minnesota, a suburb of Minneapolis.
The Company's administrative offices are located in leased space in Plymouth,
Minnesota, a suburb of Minneapolis. The Company also leases space in Cambridge,
Massachusetts, primarily related to the development and support of Brixton
products. The Company's subsidiaries lease office space in England, France,
Germany, and Australia. The Company leases sales offices for its direct sales
staff and systems consultants in a number of locations throughout the United
States and Canada. The Company believes that its facilities are adequate to meet
its current needs.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any litigation that may have a material adverse
effect on the Company or its business.
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
None.
10
ITEM 4.A EXECUTIVE OFFICERS OF THE COMPANY
The following table contains certain information regarding the current executive
officers of the Company.
Name Position Served Age
Bruce T. Coleman Acting President and Chief Executive Officer 56
and Director
John R. Brintnall Vice President of Finance, Chief Financial 43
Officer and Treasurer
Kathleen E. Brush Acting Vice President of Marketing 39
Richard E. Carlson Vice President of Manufacturing 58
William C. Collette Vice President of Engineering 52
Peter Dixon Vice President of International 46
Richard G. Helgeson Vice President of Sales 44
Scott A. McCourt Vice President of Brixton Development 41
Kristine E. Ochu Vice President of Human Resources 34
Julie C. Quintal Vice President of Customer Support 37
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Bruce T. Coleman was appointed Acting President and Chief Executive Officer of
the Company and a director in December 1995. Since September 1991, Mr.
Coleman has served as the Chief Executive Officer of El Salto Advisors, a
consulting firm that provides advice and interim CEO services to companies.
From 1988 to 1991, Mr. Coleman managed Information Science, Inc., a human
resource software and service company. Mr. Coleman was the President, Chief
Executive Officer, and a director of Boole and Babbage, Inc., which develops and
markets software products, from 1985 to 1988. Mr. Coleman is also a director of
Printronix, Inc.
John R. Brintnall was appointed Vice President of Finance in December 1986.
Since June 1986, Mr. Brintnall has served as Director of Finance, Chief
Financial Officer, and Treasurer of the Company. Mr. Brintnall holds a
bachelors degree in business administration from the University of Notre Dame
and is a Certified Public Accountant.
Kathleen E. Brush was appointed Acting Vice President of Marketing in March
1996. Since 1994, Ms. Brush has been with Intek Management, a firm which
specializes in providing management consulting services to high-tech companies.
During 1994 and 1995, Ms. Brush served as President of Fischer EDI and Vice
President of Marketing for Fischer International Systems Corporation. From 1993
to 1994, Ms. Brush served as general manager of Keep It Simple Computer Center.
From 1992 to 1993, Ms. Brush served as Vice President of Operations for NewEra
Software, Inc. Prior to 1992, Ms. Brush served in various capacities for Boole
and Babbage, Inc., most recently as Vice President of Marketing. Ms. Brush holds
a bachelors degree from the University of Central Florida, and a masters of
business administration degree from Florida Atlantic University.
Richard E. Carlson was appointed Vice President of Manufacturing in January
1992. Mr. Carlson served as Director of Manufacturing from August 1990 to
January 1992. From 1981 to 1990, Mr. Carlson was employed by Zycad Corporation,
a manufacturer of special purpose computers, most recently as Vice President of
Product Development and Operations. Mr. Carlson holds a bachelor of science
degree in mechanical engineering from the University of Minnesota.
William C. Collette was appointed Vice President of Engineering in December
1995. Mr. Collette served as Director of Future Software Development and as a
Software Development Manager from June 1993 to December 1995. From 1990 to
1993, Mr. Collette was employed by SuperComputer Systems, Inc. as a Senior
Software Engineer. Mr. Collette holds a bachelors degree in business management
from Metro State University.
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Peter Dixon was appointed Vice President of International in January 1990 and
was elected an executive officer of the Company in April 1991. He served as
Vice President of Strategic Account Marketing from January 1989 to January 1990
and as Director of Distribution Marketing and Sales from February 1988 to
January 1989. From 1985 to 1988, Mr. Dixon served as an Account Manager with
National Advanced Systems Canada, Inc. and its predecessor, Sand Technology
Systems, Inc., companies involved in the marketing of mainframe peripherals.
Mr. Dixon serves as the chief executive officer of both CNTI and CNTF.
Richard G. Helgeson was appointed Vice President of Sales in September 1995.
From November 1994 to August 1995, Mr. Helgeson was employed by Raptor Systems,
a software development company, as a Regional Sales Manager. From June 1991
until November 1994, Mr. Helgeson was employed by Wellfleet Communications, a
computer networking company, as Pacific Northwest Regional Manager. Prior to
June 1991, Mr. Helgeson was employed by Vitalink Communications Corporation, a
data communications products manufacturer, as Pacific Northwest Account
Executive. Mr. Helgeson has a bachelors degree in english and education, and a
masters degree in english from the University of Montana.
Scott A. McCourt was appointed Vice President of Brixton Development in November
1995. From November 1992 until November 1995, Mr. McCourt served as Director of
Software Engineering for Mercury Computer Systems, a computer manufacturer. From
October 1988 until November 1992, Mr. McCourt served as Research and Development
Lab Manager -Distributed Object Computing Program for Hewlett Packard Company.
Mr. McCourt has a bachelors degree in computer science and biology from Hofstra
University, and a master degree in computer science from Indiana University.
Kristine E. Ochu was appointed Vice President of Human Resources in March 1996,
and served as Director of Human Resources from May 1995 to March 1996. From
January 1994 to May 1995, Ms. Ochu was employed by Data Systems and Management,
a software development company, as Manager of Human Resources. From 1991 to
1994, Ms. Ochu was employed as a Director of Human Resources by Datacard, Inc.,
a diversified high technology manufacturing company. Ms. Ochu holds a bachelors
degree in psychology and a masters degree in industrial relations from the
University of Minnesota.
Julie C. Quintal was appointed Vice President of Customer Support in May 1993.
From 1985 until May 1993, Ms. Quintal was employed by Dataserv Inc., a computer
service company, most recently as Division Vice President of Custom Solutions.
Ms. Quintal holds a bachelor of science degree in business administration,
management, and industrial relations from Mankato State University.
13
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S SECURITIES AND RELATED SHAREHOLDERS
MATTERS
The information set forth under the captions "Price Range of the Company's
Common Stock" and "Dividends" on page 28 of the 1995 Annual Report to
Shareholders is incorporated herein by reference.
ITEM 6. SELECTED CONSOLIDATED FINANCIAL INFORMATION
The information set forth under the caption "Selected Financial Data" on page 27
of the 1995 Annual Report to Shareholders is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information set forth under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" on pages 10 through
14 of the 1995 Annual Report to Shareholders is incorporated herein by
reference.
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements and the accompanying Notes to Consolidated
Financial Statements on pages 15 through 25 of the 1995 Annual Report to
Shareholders is incorporated herein by reference. The information set forth
under the caption "Quarterly Financial Data" on page 27 of the 1995 Annual
Report to Shareholders is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE
None.
14
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
The information set forth under the caption "Election of Directors" in the
definitive Proxy Statement for the Annual Meeting of Shareholders to be held on
May 17, 1996, to be filed with the Securities and Exchange Commission (the
"Commission") on or before April 30, 1996, is incorporated herein by reference.
For information concerning the executive officers, see Item 4.A. of this Annual
Report on Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
The information set forth under the captions "Summary Compensation Table",
"Option Tables", "Employment Agreements" and "Election of Directors -
Compensation of Directors" in the definitive Proxy Statement for the Annual
Meeting of Shareholders to be held on May 17, 1996, to be filed with the
Commission on or before April 30, 1996, is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information set forth under the caption "Security Ownership of Certain
Beneficial Owners and Management" in the definitive Proxy Statement for the
Annual Meeting of Shareholders to be held on May 17, 1996, to be filed with the
Commission on or before April 30, 1996, is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
15
PART IV
ITEM 14. EXHIBITS, CONSOLIDATED FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
Form 8-K.
(a) 1. CONSOLIDATED FINANCIAL STATEMENTS OF REGISTRANT
The following consolidated financial statements of the Company are incorporated
by reference to the 1995 Annual Report to Shareholders.
Pages in 1995
Annual Report to
Shareholders
------------
Consolidated Statements of Operations for the Years Ended
December 31, 1995, 1994 and 1993......................................... 15
Consolidated Balance Sheets as of December 31, 1995 and 1994............... 16
Consolidated Statements of Shareholders' Equity for the Years Ended
December 31, 1995, 1994 and 1993......................................... 17
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1995, 1994 and 1993......................................... 18
Notes to Consolidated Financial Statements................................. 19-25
Independent Auditors' Report............................................... 26
(a) 2. CONSOLIDATED FINANCIAL STATEMENT SCHEDULES OF REGISTRANT
Independent Auditors' Report on Consolidated Financial Statement
Schedules
Schedule II: Valuation and Qualifying Accounts for the years
ended December 31, 1995, 1994, and 1993.
All other schedules are omitted as the required information is
inapplicable or is presented in the consolidated financial
statements or related notes thereto.
16
(a) 3. EXHIBITS
Of the exhibits listed below, the following are management
contracts or compensatory plans or arrangements with the
Company:
Exhibit Description
------- -----------
10C. Computer Network Technology Corporation 401(k) Salary
Savings Plan effective January 1, 1991.
(Incorporated by reference to Exhibit 10F Form S-2
Registration Statement No. 33-41985.)
10E. Amended and Restated Incentive Stock Option Plan
(Incorporated by reference to Exhibit 10A Form S-8
Registration Statement File No. 33-41986.)
10F. Amended 1986 Nonqualified Stock Option Plan.
(Incorporated by reference to Exhibit 10B Form S-8
Registration Statement No. 33-41986.)
10G. Certificate of Resolutions contained in Minutes of
Annual Meeting of Shareholders on May 30, 1990
increasing shares reserved under ISOP from 500,000 to
1,000,000. (Incorporated by reference to Exhibit 10C
Form S-8 Registration Statement No. 33-41986.)
10H. Certificate of Resolutions contained in Minutes of
Special Meeting of the Board of Directors on April
25, 1991 increasing the number of shares reserved
under the NSOP from 1,100,000 to 1,600,000.
(Incorporated by reference to Exhibit 10D Form S-8
Registration Statement No. 33- 41986.)
10I. 1992 Employee Stock Purchase Plan. (Incorporated by
reference to Exhibit 28 Form S-8 Registration
Statement No. 33-48954.)
10J. 1992 Stock Award Plan. (Incorporated by reference to
Exhibit 28 Form S-8 Registration Statement No. 33-
48944.)
17
10M. Minutes of Annual Meeting of Shareholders on May 27,
1993 increasing shares reserved under the 1992 Stock
Award Plan from 650,000 to 1,050,000 and increasing
shares reserved under the 1992 Employee Stock
Purchase Plan from 150,000 to 300,000. (Incorporated
by reference to Annual Report on Form 10-K for the
fiscal year ended December 31, 1993.)
10O. March 10, 1994 Incentive Stock Option Agreements.
(Incorporated by reference to Exhibit 28.2 Form S-8
Registration Statement No. 33-83266.)
10P. March 10, 1994 Non-Qualified Stock Option Agreements.
(Incorporated by reference to Exhibit 28.3 to Form
S-8 Registration Statement No. 33-83266.)
10Q. Amendment to 1992 Stock Award Plan increasing shares
reserved from 1,050,000 to 3,250,000. (Incorporated
by reference to Form S-8 Registration Statement No.
33-83262.)
10R. Amendment to Employee Stock Purchase Plan increasing
shares reserved from 300,000 to 400,000.
(Incorporated by reference to Form S-8 Registration
Statement No. 33-83264.)
10S. Amendment to and Restatement of Employment Agreement
by and between the Company and C. McKenzie Lewis,
III.
10T. Severance agreement by and between the Company and
Eugene D. Misukanis.
10U. Severance and Settlement Agreement by and between the
Company and Frantz Corneille.
10V. Independent Contractor Agreement by and between the
Company and Bruce T. Coleman.
10W. Independent Contractor Agreement by and between the
Company and Erwin A. Kelen.
10X. Independent Contractor Agreement by and between the
Company and John A. Rollwagen.
18
The following exhibits are filed herewith:
Exhibit Description
------- -----------
2A. Agreement and Plan of Merger among Computer Network
Technology Corporation, BRX Corp., Brixton Systems,
Inc., and certain Significant Shareholders of Brixton
Systems, Inc. dated as of February 4, 1994.
(Incorporated by reference to Exhibit 2 to current
report on Form 8-K dated February 22, 1994.)
3A. Restated Articles of Incorporation of the Company, as
amended. (Incorporated by reference to Exhibit 2 to
current report on Form 8-K dated June 22, 1992.)
3B. By-laws of the Company, as amended. (Incorporated by
reference to Exhibit 3B Annual Report on Form 10-K for
fiscal year ended December 31, 1991.)
10A. Master Lease Agreement by and between the Company and
Comdisco, Inc. dated September 7, 1990. (Incorporated
by reference to Exhibit 10B Form S-2 Registration
Statement No. 33-41985.)
10B. Lease Agreement dated November 30, 1990 by and between
TOLD Development Company, a general partnership, and
Computer Network Technology Corporation. (Incorporated
by reference to Exhibit 10C Form S-2 Registration
Statement No. 33-41985.)
10C. Computer Network Technology Corporation 401(k) Salary
Savings Plan effective January 1, 1991. (Incorporated
by reference to Exhibit 10F Form S-2 Registration
Statement No. 33-41985.)
10D. Subscription Agreements of Kanematsu Electronics Ltd.
and Kanematsu USA Inc. dated October 22, 1990.
(Incorporated by reference to Exhibit 10G Form S-2
Registration Statement No. 33-41985.)
10E. Amended and Restated Incentive Stock Option Plan.
(Incorporated by reference to Exhibit 10A Form S-8
Registration Statement No. 33-41986.)
19
10F. Amended 1986 Nonqualified Stock Option Plan.
(Incorporated by reference to Exhibit 10B Form S-8
Registration Statement No. 33-41986.)
10G. Certificate of Resolutions contained in Minutes of
Annual Meeting of Shareholders on May 30, 1990
increasing shares reserved under ISOP from 500,000 to
1,000,000. (Incorporated by reference to Exhibit 10C
Form S-8 Registration Statement No. 33-41986.)
10H. Certificate of Resolutions contained in Minutes of
Special Meeting of the Board of Directors on April 25,
1991 increasing the number of shares reserved under the
NSOP from 1,100,000 to 1,600,000. (Incorporated by
reference to Exhibit 10D Form S-8 Registration
Statement No. 33-41986.)
10I. 1992 Employee Stock Purchase Plan. (Incorporated by
reference to Exhibit 28 Form S-8 Registration Statement
No. 33-48954.)
10J. 1992 Stock Award Plan. (Incorporated by reference to
Exhibit 28 Form S-8 Registration Statement No. 33-
48944.)
10K. Sublease Agreement by and between ITT Consumer
Financial Corporation and Computer Network Technology
Corporation dated October 1, 1993. (Incorporated by
reference to Exhibit 10X Annual Report on Form 10-K for
fiscal year ended December 31, 1993.)
10L. First Amendment to Sublease Agreement by and between
ITT Consumer Financial Corporation and Computer Network
Technology Corporation dated October 26, 1993.
(Incorporated by reference to Exhibit 10Y Annual Report
on Form 10-K for fiscal year ended December 31, 1993.)
20
10M. Minutes of Annual Meeting of Shareholders on May 27, 1993
increasing shares reserved under the 1992 Stock Award
Plan from 650,000 to 1,050,000 and increasing shares
reserved under the 1992 Employee Stock Purchase Plan
from 150,000 to 300,000. (Incorporated by reference to
Exhibit 10BB Annual Report on Form 10-K for fiscal year
ended December 31, 1993.)
10N. Amendment No. 1 to Sublease Agreement by and between
ITT Consumer Financial Corporation and Computer Network
Technology Corporation dated February 9, 1994.
(Incorporated by reference to Exhibit 10CC Form 10Q for
the quarterly period ended March 31, 1994.)
10O. March 10, 1994 Incentive Stock Option Agreements.
(Incorporated by reference to Exhibit 28.2 Form S-8
Registration Statement No. 33-83266.)
10P. March 10, 1994 Non-Qualified Stock Option Agreements.
(Incorporated by reference to Exhibit 28.3 Form S-8
Registration Statement No. 33-83266.)
10Q. Amendment to 1992 Stock Award Plan increasing shares
reserved from 1,050,000 to 3,250,000. (Incorporated by
reference to Form S-8 Registration Statement No. 33-
83262.)
10R. Amendment to Employee Stock Purchase Plan increasing
shares reserved from 300,000 to 400,000. (Incorporated
by reference to Form S-8 Registration Statement No. 33-
83264.)
10S. Amendment to and Restatement of Employment Agreement by
and between the Company and C. McKenzie Lewis III.
10T. Severance Agreement by and between the Company and
Eugene D. Misukanis.
10U. Severance Agreement by and between the Company and
Frantz Corneille.
21
10V. Independent Contractor Agreement by and between the
Company and Bruce T. Coleman.
10W. Independent Contractor Agreement by and between the
Company and Erwin A. Kelen.
10X. Independent Contractor Agreement by and between the
Company and John A. Rollwagen.
11. Statement Re: Computation of Net Income (Loss) per
Common and Common Equivalent Share.
13. Annual Report to Shareholders for the fiscal year ended
December 31, 1995. (Only those portions specifically
incorporated by reference herein shall be deemed filed
with the Commission.)
21. Subsidiaries of the Registrant.
23. Independent Auditors' Consent.
27. Financial Data Schedule.
(B) REPORTS ON FORM 8-K.
No reports on Form 8-K were filed by the Company during the fourth
quarter, 1995.
22
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.
COMPUTER NETWORK TECHNOLOGY CORPORATION
Dated: March 22, 1996 By: /s/ Bruce T. Coleman
-----------------------------------
Bruce T. Coleman, Acting President
and Chief Executive Officer
(Principal Executive 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.
/s/ Bruce T. Coleman Acting President and Chief March 22, 1996
- ----------------------- Executive Officer (Principal
Bruce T. Coleman Executive Officer) and Director
/s/ John R. Brintnall Vice President of Finance, March 22, 1996
- ----------------------- Chief Financial Officer, and
John R. Brintnall Treasurer (Principal Financial
and Accounting Officer)
/s/ Erwin A. Kelen Director March 22, 1996
- -----------------------
Erwin A. Kelen
/s/ Lawrence Perlman Director March 22, 1996
- -----------------------
Lawrence Perlman
/s/ John A. Rollwagen Director March 22, 1996
- -----------------------
John A. Rollwagen
INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENT SCHEDULE
The Board of Directors and Shareholders
Computer Network Technology Corporation:
Under the date of February 1, 1996, we reported on the consolidated balance
sheets of Computer Network Technology Corporation and subsidiaries as of
December 31, 1995 and 1994, and the related consolidated statements of
operations, shareholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1995, as contained in the 1995 annual
report to shareholders. These consolidated financial statements and our report
thereon are incorporated by reference in the annual report on Form 10-K for the
year 1995. In connection with our audits of the aforementioned consolidated
financial statements, we also have audited the related financial statement
schedule as listed in the accompanying index. This financial statement schedule
is the responsibility of the Company's management. Our responsibility is to
express an opinion on the financial statement schedule based on our audits.
In our opinion, such financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.
KPMG Peat Marwick LLP
Minneapolis, Minnesota
February 1, 1996
Schedule II
-----------
COMPUTER NETWORK TECHNOLOGY CORPORATION
Valuation and Qualifying Accounts
Years ended December 31, 1995, 1994 and 1993
Additions
--------------------
Balance at Charged Charged Balance at
Beginning to costs & to other end of
Description of period expenses account Deductions period
- -------------------------------------- ---------- ---------- -------- ---------- ----------
Year ended December 31, 1995
Allowance for doubtful accounts
and sales returns $692,130 489,000 - (50,404) $1,130,726
Year ended December 31, 1994
Allowance for doubtful accounts
and sales returns/(1)/ $87,000 318,000 346,500 (59,370) $692,130
Year ended December 31, 1993
Allowance for doubtful accounts/(2)/ $0 - 87,000 - $87,000
(1) In connection with its acquisition of Brixton Systems, Inc., on March 10,
1994, the Company recorded an allowance for doubtful accounts and sales
returns in the amount of $346,500.
(2) In connection with its acquisition of Ultra Network Technologies, Inc., on
July 1, 1993, the Company recorded an allowance for doubtful accounts in the
amount of $87,000.
INDEX TO EXHIBITS
Exhibit Description Page
------- ----------- ----
2A. Agreement and Plan of Merger among
Computer Network Technology Corporation,
BRX Corp., Brixton Systems, Inc., and
certain Significant Shareholders of
Brixton Systems, Inc. dated February 4,
1994. (Incorporated by reference to
Exhibit 2 to current report on Form
8-K dated February 22, 1994.)
3A. Restated Articles of Incorporation of the
Company, as amended. (Incorporated by
reference to Exhibit 2 to current report
on Form 8-K dated June 22, 1992.)
3B. By-laws of the Company, as amended.
(Incorporated by reference to Exhibit 3B
Annual Report on Form 10-K for fiscal year
ended December 31, 1991.)
10A. Master Lease Agreement by and between the
Company and Comdisco, Inc. dated September
7, 1990. (Incorporated by reference
to Exhibit 10B Form S-2 Registration
Statement No. 33-41985.)
10B. Lease Agreement dated November 30, 1990 by
and between TOLD Development Company, a
general partnership, and Computer Network
Technology Corporation. (Incorporated by
reference to Exhibit 10C Form S-2 Registration
Statement No. 33-41985.)
10C. Computer Network Technology Corporation 401(k)
Salary Savings Plan effective January 1, 1991.
(Incorporated by reference to Exhibit 10F Form
S-2 Registration Statement No. 33-41985.)
10D. Subscription Agreements of Kanematsu Electronics
Ltd. and Kanematsu USA Inc. dated October 22,
1990. (Incorporated by reference to Exhibit 10G
Form S-2 Registration Statement No. 33-41985.)
Exhibit Description Page
------- ----------- ----
10E. Amended and Restated Incentive Stock Option
Plan. (Incorporated by reference to Exhibit
10A Form S-8 Registration Statement No.
33-41986.)
10F. Amended 1986 Nonqualified Stock Option Plan.
(Incorporated byreference to Exhibit 10B
Form S-8 Registration Statement No.
33-41986.)
10G. Certificate of Resolutions contained in Minutes
of Annual Meeting of Shareholders on May 30,
1990 increasing shares reserved under ISOP
from 500,000 to 1,000,000. (Incorporated by
reference to Exhibit 10C Form S-8 Registration
Statement No. 33-41986.)
10H. Certificate of Resolutions contained in Minutes
of Special Meeting of the Board of Directors on
April 25, 1991 increasing the number of shares
reserved under the NSOP from 1,100,000 to
1,600,000. (Incorporated by reference to
Exhibit 10D Form S-8 Registration Statement
No. 33-41986.)
10I. 1992 Employee Stock Purchase Plan. (Incorporated
by reference to Exhibit 28 Form S-8 Registration
Statement No. 33-48954.)
10J. 1992 Stock Award Plan. (Incorporated by reference
to Exhibit 28 Form S-8 Registration Statement
No. 33-48944.)
10K. Sublease Agreement by and between ITT Consumer
Financial Corporation and Computer Network
Technology Corporation dated October 1, 1993.
(Incorporated by reference to Exhibit 10X Annual
Report on Form 10-K for fiscal year ended December
31, 1993.)
Exhibit Description Page
------- ----------- ----
10L. First Amendment to Sublease Agreement by and
between ITT Consumer Financial Corporation
and Computer Network Technology Corporation
dated October 26, 1993. (Incorporated by
reference to Exhibit 10Y Annual Report on
Form 10-K for fiscal year ended
December 31, 1993.)
10M. Minutes of Annual Meeting of Shareholders on
May 27, 1993 increasing shares reserved under
the 1992 Stock Award Plan from 650,000 to
1,050,000 and increasing shares reserved under
the 1992 Employee Stock Purchase Plan from
150,000 to 300,000. (Incorporated by reference
to Exhibit 10BB Annual Report on Form 10-K for
fiscal year ended December 31, 1993.)
10N. Amendment No. 1 to Sublease Agreement by and
between ITT Consumer Financial Corporation and
Computer Network Technology Corporation dated
February 9, 1994. (Incorporated by reference
to Exhibit 10CC Form 10Q for the quarterly
period ended March 31, 1994.)
10O. March 10, 1994 Incentive Stock Option Agreements.
(Incorporated by reference to Exhibit 28.2 Form
S-8 Registration Statement No. 33-83266.)
10P. March 10, 1994 Non-Qualified Stock Option
Agreements. (Incorporated by reference to
Exhibit 28.3 Form S-8 Registration
Statement No. 33-83266.)
10Q. Amendment to 1992 Stock Award Plan increasing
shares reserved from 1,050,000 to 3,250,000.
(Incorporated by reference to Form S-8
Registration Statement No. 33-83262.)
Exhibit Description Page
------- ----------- ----
10R. Amendment to Employee Stock Purchase
Plan increasing shares reserved from
300,000 to 400,000. (Incorporated by
reference to Form S-8 Registration
Statement No. 33-83264.)
10S. Amendment to and Restatement of
Employment Agreement by and between
the Company and C. McKenzie
Lewis III.............................. Electronically Filed
10T. Severance Agreement by and between the
Company and Eugene D. Misukanis........ Electronically Filed
10U. Severance and Settlement Agreement by
and between the Company and Frantz
Corneille.............................. Electronically Filed
10V. Independent Contractor Agreement by
and between the Company and Bruce
T. Coleman............................. Electronically Filed
10W. Independent Contractor Agreement by
and between the Company and Erwin
A. Kelen............................... Electronically Filed
10X. Independent Contractor Agreement by
and between the Company and John A.
Rollwagen.............................. Electronically Filed
11. Statement Re: Computation of Net Income
(Loss) per Common and Common Equivalent
Share.................................. Electronically Filed
13. Annual Report to Shareholders for the
fiscal year ended December 31, 1995.
(Only those portions specifically
incorporated by reference herein shall
be deemed filed with the
Commission.)........................... Electronically Filed
21. Subsidiaries of the Registrant......... Electronically Filed
23. Independent Auditors' Consent.......... Electronically Filed
27. Financial Data Schedule................ Electronically Filed