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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One) FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended April 30, 2000.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___ to ___.
Commission file number: 1-8266
DATARAM CORPORATION
---------------------------
(Exact name of registrant as specified in its charter)
New Jersey 22-1831409
---------------------- ----------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
P.O. Box 7528, Princeton, New Jersey 08543-7528
-------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 799-0071
Securities registered pursuant to section 12(b) of the Act: NONE
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $1.00 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
of1934 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 the 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 Common Stock held by non-affiliates of
the registrant on July 21, 2000 was $323,818,830.
The number of shares of Common Stock outstanding on July 21, 2000:
8,515,419 shares.
DOCUMENTS INCORPORATED BY REFERENCE:
(1) Definitive Proxy Statement for Annual Meeting of Shareholders to be
held on September 6, 2000 (the "Definitive Proxy Statement") to be filed
within 120 days of the end of the fiscal year.
(2) 2000 Annual Report to Security Holders
DATARAM CORPORATION
INDEX
Part I Page
Item 1. Business (including Risk Factors). . . . . . . . 3
Item 2. Properties . . . . . . . . . . . . . . . . . . . 10
Item 3. Legal Proceedings . . . . . . . . . . . . . . . 10
Item 4. Submission of Matters to a Vote of
Security Holders . . . . . . . . . . . . . . . . 10
Part II
Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters. . . . . . . . . 11
Item 6. Selected Financial Data. . . . . . . . . . . . . 11
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations. . 11
Item 7A. Quantitative and Qualitative Disclosure
About Market Risk . . . . . . . . . . . . . . . 11
Item 8. Financial Statements and Supplementary Data. . . 12
Item 9. Changes In and Disagreements with Accountants
on Accounting and Financial Disclosure . . . . . 15
Part III
Item 10. Directors and Executive Officers of
the Registrant . . . . . . . . . . . . . . . . . 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, Financial Statement
Schedules, and Reports on Form 8-K . . . . . . . 16
Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . 17
PART I
Item 1. BUSINESS
(a) General Development of Business.
Dataram develops, manufactures and markets computer memory products for
use with workstations and network servers. The Company's memory products
expand the capacity and extend the economic useful life of the installed base
of computers manufactured by Sun Microsystems, Inc. ("Sun"), Hewlett-Packard
Company ("HP"), Compaq Computer ("Compaq"), including its acquired Digital
Equipment Corporation ("DEC") line, Silicon Graphics, Inc. ("SGI") and
International Business Machines Corporation ("IBM").The Company also
manufactures a line of Intel certified server memory products for sale to
original equipment manufacturers (OEMs)and channel assemblers. Dataram
products are not intended for use with high-end mainframe computers.
In fiscal 2000, the Company continued to benefit from increased
worldwide demand for network servers and an increase in demand for memory
content per server. Much of this increase in demand has been driven by the
growth of the Internet and its infrastructure. Growth in corporate networks
generally is also driving demand. In fiscal 2000, Company revenues increased
44% as volume, measured in gigabytes shipped increased 71% over fiscal 1999
offset by selling price reductions resulting from declining dynamic random
access memory (DRAM) costs, the primary raw material in the Company's
products. To meet current and expected future demand, the Company, late in
fiscal 2000, commenced an expansion of its manufacturing capabilities by
installing an additional production line which will contribute to a doubling
of capacity in fiscal 2001 as well as gains in precision. The Company also
opened a sales and marketing office in the fourth quarter of fiscal 2000 in
the United Kingdom to better serve its European customers and further
penetrate the European market for its products.
The Company was incorporated in New Jersey in 1967 and made its initial
public offering in 1968. Its common stock, $1 par value (the "Common Stock")
had been listed for trading on the American Stock Exchange in 1981 and in
February of 2000 the Company changed its listing to the NASDAQ National
Market where its stock trades under the symbol "DRAM." The Company's
principal executive office is located at 186 Princeton Road (Route 571), West
Windsor, New Jersey 08550 and its telephone number is (609) 799-0071, its fax
is (609) 799-6734 and its website is at http://www.dataram.com.
RISK FACTORS
WE MAY HAVE TO SUBSTANTIALLY INCREASE OUR WORKING CAPITAL
REQUIREMENTS IN THE EVENT OF DRAM ALLOCATIONS. Over the past 20
years, availability of DRAMs has swung back and forth from over
supply to shortage. In times of shortage, Dataram has been forced to
invest substantial working capital resources in building and
maintaining inventory. At times Dataram has bought DRAMs in excess
of its customers' needs in order to ensure future allocations from
DRAM manufacturers. Dataram believes that the market for DRAMs is
presently in balance between supply and demand, but there can be no
assurance that conditions of shortage may not prevail in the future.
In the event of a shortage, Dataram may not be able to obtain
sufficient DRAMs to meet customers' needs in the short term, and
Dataram may have to invest substantial working capital resources in
order to meet long term customer needs.
WE COULD SUFFER LOSSES IF DRAM PRICES DECLINE SUBSTANTIALLY.
Dataram is often required to maintain substantial inventories during
periods of shortage and allocation. During periods of increasing
availability of DRAM and rapidly declining prices, Dataram has been
forced to write down inventory. At the present time, the market is
neither one of shortage or over supply, and Dataram is able to
maintain a minimum inventory while meeting the needs of customers.
But there can be no assurance that Dataram will not suffer losses in
the future based upon declining DRAM prices.
OUR MEMORY PRODUCTS MAY VIOLATE OTHERS' PATENTS. Dataram's
memory products are designed to be used with proprietary computer
systems built by various OEM manufacturers. Dataram often has to
comply with proprietary memory designs which may be patented, now or
at some time in the future. OEMs have, at times, claimed that we
have violated their patent rights by adapting our computer memory
products to meet the requirements of their systems. It is the policy
of Dataram to, in unclear cases, either obtain an opinion of patent
counsel prior to marketing, or obtain a license from the patent
holder. Dataram is presently licensed by Sun Microsystems to sell memory
products for their principal products. However, there can be no assurance
that memory designs will not be created in the future which will, in fact, be
patented and which patent holders will require the payment of substantial
royalties as a condition for Dataram's continued presence in the
segment of the market covered by the patent. Nor can there be any
assurance that Dataram's existing products do not violate one or more
existing patents.
WE FACE COMPETITION FROM OEMs. Dataram sells its products at a
lower cost than OEMs. Customers will often pay some premium for the
"name brand" product when buying additional memory and OEMs seek to
exploit this tendency by having a high profit margin on memory
products. However, individual OEMs could change their policy and
price memory products competitively. While Dataram believes that
with its manufacturing efficiency and low overhead it still will be
able to compete favorably with OEMs, in such an event profit margins
and earnings would be adversely affected.
THE COMPANY MAY LOSE AN IMPORTANT CUSTOMER. During fiscal 2000, no
single customer accounted for 10% of the Company's revenue. However, the
largest ten customers accounted for approximately 33% of the Company's
revenue. There can be no assurance that one or more of these customers will
cease or materially decrease their business with the Company
in the future and that Dataram's financial performance will not be
adversely affected thereby.
WE MAY FACE COMPETITION FROM DRAM MANUFACTURERS. DRAM manufacturers not
only sell their product as discreet devices, but also as finished memory
modules. While they primarily sell these modules directly to computer
manufacturers, there can be no assurances that they will not change their
strategy and market their products to the aftermarket as well. In such a
case, they would become a competitor to the Company and the Company's profit
margins and earnings could be adversely affected.
THE MARKET FOR OUR PRODUCTS MAY NARROW OVER TIME. The principal
market of Dataram is owners of workstations and servers, classes of
machines lying between large mainframe computers and personal
computers. The trend has been observed that personal computers are
increasing in their power and sophistication and, as a result, are
now filling some of the computational needs traditionally filled by
workstations. The competition for the supply of after-market memory
products in the PC industry is very competitive and if Dataram
competes in this market we can be expected to have lower profit
margins. There can be no assurance that this trend will not continue
in the future, and that Dataram's financial performance will not be
adversely affected thereby.
WE MAY MAKE UNPROFITABLE ACQUISITIONS. Dataram has for some
time explored the possibility of acquiring one or more businesses
associated with memory products. While the Board of Directors has
not decided to move forward with any particular acquisition, the
possibility exists that an acquisition will be made at some time in
the future. Uncertainty surrounds all acquisitions and it is
possible that a particular acquisition may not result in a benefit to
shareholders, particularly in the short term.
OUR STOCK HAS LIMITED LIQUIDITY. Although the stock of Dataram
is publicly traded, it has been observed that this market is "thin."
As a result, Dataram's common stock may trade at a discount to what
would be its value if the stock enjoyed greater liquidity.
DATARAM IS SUBJECT TO THE NEW JERSEY SHAREHOLDERS PROTECTION
ACT. This statute has the effect of prohibiting any "business
combination" - a very broadly defined term - with any "interested
shareholder" unless the transaction is approved by the Board of
Directors at a time before the interested shareholder had acquired a
15% ownership interest. This prohibition of "business combinations"
is for five years and continues after that time period subject to
certain exceptions. A practical consequence of this statute is that
a hostile acquisition of Dataram would be difficult, if not
impossible. As a result, hostile transactions which might be of
benefit to shareholders may not occur because of this statute.
(b) Financial Information about Industry Segments.
The Company operates in one industry segment.
(c) Narrative Description of Business.
Dataram develops, manufactures and markets a variety of memory
products for use with workstations and network servers, including
those sold by Sun, HP, Compaq (including DEC), SGI and IBM.
The Company sells memory products both for new machines and for the
installed base of these classes of computers at prices less than the
computer manufacturer. The Company's customers are primarily
distributors, value added resellers and large end-users.
Industry Background
The market for the Company's memory products lies between the large
mainframe computer and the small personal computer (a "PC"). These
intermediate systems have been important to the growth of the Internet.
A workstation, like a PC, is designed to provide computer
resources to individual users. A workstation differs from a PC
by providing substantially greater computational performance,
input/output capability and graphic display. Workstations are nearly
always networked. As a result of this networking capability, a new
class of computer system, the network server, has emerged.
Network servers are computer systems on a network which provide
dedicated functions accessible by all workstations and other systems
on the same network. Examples of different types of network servers
in use today are: file servers, communication servers, computation
servers, database servers, print servers and storage servers.
Dataram designs, produces and markets memory products primarily to end
users of the installed base of workstations and network servers sold by Sun,
HP, Compaq, Silicon Graphics and IBM. Additionally, the Company produces and
markets Intel certified server memory for use by OEMs and Channel Assemblers.
The "open system" philosophy espoused by most of the general
computer industry has played a part in enlarging the market for third
party vendors. Under the "open system" philosophy, manufacturers
adhere to industry design standards, enabling users to "mix and
match" hardware and software products from a variety of vendors so
that a system can be configured for the user's application in the
most economical manner with reduced concern for compatibility and
support. Memory products for workstations and network servers have
become commodities with substantial competition from OEMs and a
number of independent memory manufacture suppliers.
Generally, growth in memory markets closely follows both the
growth in unit shipments of system vendors and the growth of memory
requirements per system.
Business Strategy
Market Growth
Generally, growth in memory markets closely follows both the
growth in unit shipments of system vendors and the growth of memory
requirements per system. Management estimates that the market for its
products is growing by approximately 30% annually.
Market Penetration
In addition to the growth in the market, management estimates that sales
by system vendors constitute 80% of the memory market in fiscal 2000. Thus,
there is an opportunity for growth through penetration of the system vendor's
market share. To successfully compete with system vendors, Dataram must
continue to respond to customers' needs in a short time frame. To support
customers' needs, the Company has established and is expanding a dedicated
and highly automated manufacturing facility that is designed to produce and
ship customer orders within twenty-four hours or less.
Geographic Expansion
Approximately 79% of Dataram's fiscal 2000 revenues were derived
from sales in the United States with the remainder principally in
Western Europe, Canada and the Asian Pacific region. The Company has opened
a sales and marketing office in the United Kingdom to expand its customer
base in Europe.
Sales Force Expansion
In fiscal 2001, The Company plans to increase its sales force both
domestically and in Europe. The Company believes that with the additional
sales resources it will be able to generate additional end user demand for
its products, whether that demand is filled directly or through the Company's
distribution channels.
OEM Sales
The Company believes OEM's are increasingly out-sourcing their
memory requirements and the Company has sought and obtained and
intends in the future to seek and obtain contracts which provide the
opportunity for high volume transactions.
Products
The Company's principal business is the development, manufacture
and marketing of memory products which can be added to workstations
and network servers to upgrade or expand the capabilities of such
systems. When vendors produce computer systems adhering to open
system industry standards, the development effort for Dataram and
other independent memory manufacturers is straightforward and allows
for the use of many standard components.
Distribution Channels
Dataram sells its memory products in the United States to
distributors, value-added resellers and larger end-users principally
through its staff located in Princeton, New Jersey. The Company also
markets its memory products in Canada, Western Europe and the Asian
Pacific region primarily through a network of independent distributors.
Product Warranty and Service
Management believes that the Company's reputation for the
reliability of its memory products and the confidence of prospective
purchasers in Dataram's ability to provide service over the life of
the product are important factors in making sales. As a consequence,
the Company adopted many years ago a Lifetime Warranty program for
its memory products. The economic useful life of the computer
systems to which Dataram's memory equipment is attached is almost
always substantially less than the physical useful life of the
equipment itself. Thus, memory systems are unlikely to "wear out."
The Company's experience is that less than 1% of all the products it
sells are returned under the Lifetime Warranty.
Working Capital Requirements
The memory product business is heavily dependent upon the price of
DRAMs. Producers of DRAM are required to invest substantial capital
resources to produce their end product. Their marginal cost is low as a
percentage of the total cost of the product. As a result, the world-wide
market for DRAMs has swung in the past from periods of substantial over
supply, resulting in falling prices for DRAMs, to wide availability of DRAMs,
rapid delivery of DRAMs and ability of the Company to have minimum
inventories to meet the needs of customers; to periods of shortage, where
DRAMs are allocated and where the Company must invest heavily in inventory in
order to continue to be assured of the supply of DRAMs from vendors. This
volatility in the price and availability of the Company's basic raw material
requires Dataram to maintain substantial cash and credit resources at all
times. At April 30, 2000, the Company had cash and cash equivalents of
$13,650,000 and also had available an unused line of credit in the amount of
$12 million. At the present time, the market for DRAMs is neither one of
over supply nor shortage.
Memory Product Complexity
DRAM memory products for workstations and servers had, for many years,
been undergoing a process of simplification with a corresponding decline in
profit margins as competitors' entry into the market became easier. However,
recent trends in the market have seen the development by OEMs of more complex
memory designs. This has enabled Dataram to increase its margins somewhat.
Engineering and Development
The Company's ability to compete successfully depends upon its
ability to identify new memory needs of its customers. To achieve
this goal, the Company's engineering group continually monitors
computer system vendors' new product developments, and the Company
evaluates and tests major components as they become available.
Dataram designs prototype memory products and subjects them to
reliability testing procedures. During its fiscal year ended April
30, 2000, the Company incurred costs of $1,391,000 for engineering
and product development compared to $1,373,000 in fiscal 1999 and
$1,113,000 in fiscal 1998.
Manufacturing
The Company purchases standard dynamic random access memory
("DRAM") chips. The costs of such chips is approximately 80% of the
total manufacturing cost of memory products. Fluctuations in the
availability or prices of memory chips can have a significant impact
on the Company's profit.
Dataram has created close relationships with a number of primary
suppliers while qualifying and developing alternate sources as a back up.
The qualification program consists of extensive evaluation of process
capabilities, on-time delivery performance and financial stability of each
supplier. Alternative sources are qualified to normally assure supply in the
event of a problem with the primary source or to handle surges in demand.
The Company assembles its memory boards which are rigorously tested in the
Company's quality assurance program.
Backlog
The Company expects that all backlog on hand will be filled
during the current fiscal year. The Company believes that backlog is
generally not material to its business since the Company usually
ships its memory products on the same day an order is received.
Competition
The intensely competitive computer industry is characterized by
rapid technological change and constant pricing pressures. These
characteristics are equally applicable to the third party memory
market, where pricing is a major consideration in the buying
decision. Dataram competes with Sun, HP, Compaq (including DEC),
Silicon Graphics, IBM and Dell, as well as with a number of third
party memory suppliers, including Kingston Technology.
Although many of Dataram's competitors possess significantly greater
financial, marketing and technological resources, the Company competes
favorably based on the buying criteria of price/performance, time-to-market,
product quality, reliability, service/support, breadth of product line and
compatibility with computer system vendors' technology. Dataram's objective
is to continue to remain strong in all of these areas with particular focus
in price/performance and time-to-market, which management believes are two of
the more important criteria in the selection of third party memory product
suppliers. Market research and analysis capability by the Company is
necessary to ensure timely information on new products and technologies
coming from the computer system vendors and from the overall memory market.
Dataram must continue low cost, high volume production while remaining
flexible to satisfy the time-to-market requirement.
The Company believes that its 33-year reputation for providing
quality products is an important factor to its customers when making
a purchase decision. To strengthen this reputation, the Company has
a comprehensive lifetime warranty and service program which provides
customers with added confidence in buying from Dataram. See
"Business-Product Warranty and Service."
Patents, Trademarks and Licenses
The Company believes that its success depends primarily upon the
price and performance of its products rather than on ownership of
copyrights or patents.
Sale of memory products for systems that use proprietary memory
design can from time to time give rise to claims of copyright or
patent infringement. In most such instances the Company has either
obtained the opinion of patent counsel that its products do not
violate such patents or copyrights or obtained a license from the
original equipment manufacturer.
To the best of the Company's knowledge and belief, no Company
product infringes any valid copyright or patent. However, because of
rapid technological development in the computer industry with
concurrent extensive patent coverage and the rapid rate of issuance
of new patents, questions of infringement may continue to arise in
the future. If such patents or copyrights are perfected in the
future, the Company believes, based upon industry practice, that any
necessary licenses would be obtainable upon the payment of reasonable
royalties.
Employees
As of April 30, 2000, the Company had 166 full-time employees.
The Company believes it has satisfactory relationships with its
employees. None of the Company's employees are covered by a
collective bargaining agreement.
Environment
Compliance with federal, state and local provisions which have
been enacted or adopted to regulate the protection of the environment
does not have a material effect upon the capital expenditures,
earnings and competitive position of the Company. The Company does
not expect to make any material expenditures for environmental
control facilities in either the current fiscal year (fiscal 2001) or
the succeeding fiscal year (fiscal 2002).
(d) Financial Information about Foreign and Domestic Operations
and Export Sales.
REVENUES (000's)
Export
Fiscal U.S. Europe Other Consolidated
2000 85,832 14,865 8,455 109,152
1999 56,292 13,960 5,601 75,853
1998 54,989 14,860 7,437 77,286
PERCENTAGES
Export
Fiscal U.S. Europe Other Consolidated
2000 78.6% 13.6% 7.8% 100.0%
1999 74.2% 18.4% 7.4% 100.0%
1998 71.2% 19.2% 9.6% 100.0%
Item 2. Properties
The Company occupies approximately 24,000 square feet of
space for administrative, sales, research and development and
manufacturing support in West Windsor Township, New Jersey under a
lease expiring on June 30, 2001.
The Company leases a 32,000 square foot assembly plant in
Northampton Township, Pennsylvania. The lease expires on January 31,
2006 and the Company has a two-year renewal option.
The Company also leases one sales, marketing and distribution
center in England.
On September 29, 1980, the Company purchased approximately
81 acres of undeveloped property in West Windsor Township, New
Jersey. The purchase price of $875,000 was paid in cash. This
property is approximately five miles from the Company's current
leased facilities.
Item 3. Legal Proceedings
The Company is not engaged in any material legal
proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of Security Holders in
the fourth quarter of the fiscal year covered by this report.
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
Incorporated by reference herein is the information set
forth in the Company's 2000 Annual Report to Security Holders under
the caption "Common Stock Information" at page 9.
Item 6. Selected Financial Data
Incorporated by reference herein is the information set
forth in the 2000 Annual Report to Security Holders under the caption
"Selected Financial Data" at page 21.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Incorporated by reference herein is the information set
forth in the 2000 Annual Report to Security Holders under the caption
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" at page 4 through page 8.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Incorporated by reference herein is the information set forth in
the 2000 Annual Report to Security Holders under the caption
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" at page 9.
Item 8. Financial Statements and Supplementary Data
Index to Consolidated Financial Statements and Schedule Page in
Annual
Report*
Consolidated Financial Statements:
Consolidated Balance Sheets as of April 30, 2000 and 1999. 10
Consolidated Statements of Earnings - Years ended
April 30, 2000, 1999 and 1998. . . . . . . . . . . . . 11
Consolidated Statements of Cash Flows -
Years ended April 30, 2000, 1999 and 1998. . . . . . . 12
Consolidated Statements of Stockholders' Equity -
Years ended April 30, 2000, 1999 and 1998. . . . . . . 13
Notes to Consolidated Financial Statements -
April 30, 2000, 1999 and 1998. . . . . . . . . . . .14-19
Independent Auditors' Report on Consolidated
Financial Statements. . . . . . . . . . . . . . . . 20
Page in
Financial Statement Schedule: 10-K
Valuation and Qualifying Accounts -
Years ended April 30, 2000, 1999 and 1998 . . . . . . 14
Independent Auditors' Report on
Financial Statement Schedule . . . . . . . . . . . . 15
All other schedules are omitted as the required information
is not applicable or because the required information is included in
the consolidated financial statements or notes thereto.
- --------------
*Incorporated herein by reference.
Schedule II
DATARAM CORPORATION AND SUBSIDIARIES
Valuation and Qualifying Accounts
Years ended April 30, 2000, 1999 and 1998
Additions
charged Deduc-
Balance at to costs tions Balance
beginning and from at close
Description of period expenses reserves of period
___________ _________ ________ _________ _________
Year ended April 30, 2000:
Allowance for doubtful accounts
and sales returns $ 450,000 58,000 58,000* 450,000
Reserve for inventory obsolescence $ 25,000 -- 25,000 --
Year ended April 30, 1999:
Allowance for doubtful accounts
and sales returns $ 450,000 125,000 125,000* 450,000
Reserve for inventory obsolescence $ 50,000 -- 25,000 25,000
Year ended April 30, 1998:
Allowance for doubtful accounts
and sales returns $ 800,000 435,000 785,000* 450,000
Reserve for inventory obsolescence $ -- 50,000 -- 50,000
___________________________
*Represents write-offs and recoveries of accounts receivable.
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
Dataram Corporation:
Under date of May 24, 2000, we reported on the consolidated balance
sheets of Dataram Corporation and subsidiary as of April 30, 2000 and
1999, and the related consolidated statements of earnings,
stockholders' equity, and cash flows for each of the years in the
three-year period ended April 30, 2000, as contained in the April 30,
2000 Annual Report to Security Holders. These consolidated financial
statements and our report thereon are incorporated by reference in the
annual report on Form 10-K for the year ended April 30, 2000. 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 LLP
KPMG LLP
Princeton, New Jersey
May 24, 2000
Item 9. Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure
Not Applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant
Incorporated by reference herein is the information set forth in
the Definitive Proxy Statement under the captions "Executive Officers of
the Company," "Nominees for Director" and "Section 16 Compliance."
Item 11. Executive Compensation
Incorporated by reference herein is the information set forth in
the Definitive Proxy Statement under the caption "Executive Compensation."
Item 12. Security Ownership of Certain Beneficial Owners and
Management
Incorporated by reference herein is the information set forth in
the Definitive Proxy Statement under the caption "Security Ownership of
Certain Beneficial Owners and Management."
Item 13. Certain Relationships and Related Transactions
Incorporated by reference herein is the information set forth in
the Definitive Proxy Statement under the captions "Executive Compensation"
and "Board of Directors."
PART IV
Item 14. Exhibits, Financial Statement Schedule, and Reports on
Form 8-K
(a) The following documents are filed as part of this
report:
1. Financial Statements incorporated by
reference into Part II of this Report.
2. Financial Statement Schedule included in
Part II of this Report.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the last
quarter of the fiscal year covered by this report.
(c) Exhibits:
The Exhibit Index appears on page 18.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
DATARAM CORPORATION
(Registrant)
Date: July 27, 2000 By: ROBERT V. TARANTINO
________________________________
Robert V. Tarantino, President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the
Company and in the capacities and on the dates indicated.
Date: July 27, 2000 By: ROBERT V. TARANTINO
________________________________
Robert V. Tarantino, President
Chief Executive Officer and
Chairman of the Board of Directors
(Principal Executive Officer)
Date: July 27, 2000 By: RICHARD HOLZMAN
________________________________
Richard Holzman, Director
Date: July 27, 2000 By: THOMAS A. MAJEWSKI
________________________________
Thomas A. Majewski,
Director
Date: July 27, 2000 By: BERNARD L. RILEY
________________________________
Bernard L. Riley, Director
Date: July 27, 2000 By: ROGER C. CADY
________________________________
Roger C. Cady, Director
Date: July 27, 2000 By: MARK E. MADDOCKS
________________________________
Mark E. Maddocks
Vice President, Finance
(Principal Financial Officer)
Date: July 27, 2000 By: ANTHONY M. LOUGEE
________________________________
Anthony M. Lougee
Controller
(Principal Accounting Officer)
EXHIBIT INDEX
Page Page Page Page Page
of this of 1997 of 1996 of 1995 of 1994
this 10-K 10-K 10-K 10-K 10-K
_______ _______ _______ _______ _______
3(a) Certificate of Incorporation 27
3(b) By-Laws 70
4(a) Loan Agreement with New Jersey 23
National Bank
4(b) 1995 Letter Amendments to Loan 93
Agreement
4(c) 1996 Letter Amendments to Loan
Agreement 18
4(d) 1997 Letter Amendment to Loan
Agreement 17
10(a) 1992 Incentive and Non-Statutory 127
Stock Option Plan
10(b) Lease 133
10(c) 1997 Lease Amendment 19
10(d) Savings and Investment Retirement Plan 146
10(e) Employment Agreement of 227
Robert V. Tarantino
13(a) 1999 Annual Report to Shareholders 27
24(a) Independent Accountants' Consent 19
for S-8 Registration No. 33-56282
27 Financial Data Schedule 20
99(a) Earnings Press Release 21
99(b) Jerry Mazza, Vice President
Press Release 25
99(c) Adds Capacity Press Release 26