SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
| For the fiscal year ended December 31, 2001 | Commission File Number 000-30637 |
AUGUST TECHNOLOGY CORPORATION
(Exact name of Registrant as specified in its charter)
| Minnesota (State or other jurisdiction of incorporation or organization) | 41-1729485 (I.R.S. Employer Identification No.) | |
| 4900 West 78th Street Bloomington, MN (Address of principal executive offices) | 55435 (Zip Code) |
(952) 820-0080
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class:
Common Stock, no par value
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the 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 nonaffiliates of the Registrant was $62,962,930 as of February 28, 2002.
The number of shares of Common Stock, no par value, outstanding as of February 28, 2002 was 12,825,219.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement to be delivered to shareholders in connection with the Annual Meeting of Shareholders to be held April 30, 2002 are incorporated by reference into Part III.
| PART IV | ||||||||
| ITEM 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K | ||||||||
| SIGNATURES | ||||||||
| 1998 Board of Directors Compensation Plan | ||||||||
This Amendment No. 1 to the Form 10-K for the year ended December 31, 2001 is being filed to amend Part IV to file an omitted exhibit.
PART IV
ITEM 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K
(a) Documents filed as part of this report.
| (1) | Financial Statements.The following financial statements are included in Part II, Item 8 of this Annual Report on Form 10-K: | |||
| Independent Auditors’ Report | ||||
| Consolidated Balance Sheets as of December 31, 2001 and 2000 | ||||
| Consolidated Statements of Operations for the Years Ended December 31, 2001, 2000 and 1999 | ||||
| Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2001, 2000 and 1999 | ||||
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2001, 2000 and 1999 | ||||
| Notes to Consolidated Financial Statements | ||||
| (2) | Financial Statement Schedules.The following schedule is included immediately following the signature page of this Form 10-K: | |||
| Independent Auditors’ Report on Financial Statement Schedule | ||||
| Schedule II — Valuation and Qualifying Accounts. | ||||
| All other schedules are omitted since they are not applicable, not required or the information is presented in the consolidated financial statements or related notes. | ||||
| (3) | Exhibits. | |||
| The exhibits included in this report are set forth on the “Exhibit Index to Form 10-K/A-1” following the signature page of this Form 10-K/A-1. |
(b) Reports on Form 8-K.
| No reports on Form 8-K were filed by the Company during the quarter ended December 31, 2001; however, a Report on Form 8-K dated November 30, 2001 was filed by the Company on January 10, 2002 pursuant to Item 5 (Other Events) to report the adoption of a trading plan in compliance with Rule 10b5-1 of the Securities Exchange Act of 1934 by Thomas C. Verburgt, the Company’s Chief Technology Officer. |
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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.
| AUGUST TECHNOLOGY CORPORATION | ||
| Date: March 16, 2002 | By: /s/ JEFF L. O’DELL Jeff L. O’Dell Chief Executive Officer (Principal Executive Officer) |
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBIT INDEX TO FORM 10-K/A-1
| For the fiscal year ended: December 31, 2001 | Commission File No.: 000 — 30637 |
AUGUST TECHNOLOGY CORPORATION
| Exhibit Number | Description | |
| 3.1 | Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, Reg. No. 333-32692) | |
| 3.2 | Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1, Reg. No. 333-32692) | |
| 4.1 | Instruments defining the rights of security holders, including indentures (reference is made to Exhibits 3.1 and 3.2) | |
| 4.2 | Form of Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1, Reg. No. 333-32692) | |
| 10.1 | 1997 Stock Option Plan, as amended and restated through April 20, 2001 (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2001)*** | |
| 10.2 | International Distributor Agreement between the Company and Marubeni Solutions Corporation dated June 14, 1999 (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1, Reg. No. 333-32692) | |
| 10.3 | International Distributor Agreement between the Company and Metron Technology B.V. dated September 10, 1999 (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1, Reg. No. 333-32692) | |
| 10.4 | International Distributor Agreement between the Company and Quasys AG dated September 23, 1996 (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1, Reg. No. 333-32692) | |
| 10.5 | International Distributor Agreement between the Company and Firfax Systems Ltd. dated September 3, 1996 (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1, Reg. No. 333-32692) |
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| Exhibit Number | Description | |
| 10.6 | Office Warehouse Lease Agreement between the Company and West 78th Street, Bloomington Associates, LLC, dated October 18, 1999 (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1, Reg. No. 333-32692) | |
| 10.7 | Letter Agreement between the Company and Marquette Capital Bank, N.A., dated November 4, 1999, as amended by Amendment to Letter Agreement dated March 10, 2000, as further amended by Amendment to Letter Agreement dated March 16, 2000 (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1, Reg. No. 333-32692) | |
| 10.8 | Promissory Note between the Company and Marquette Capital Bank, N.A., dated November 4, 1999 (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1, Reg. No. 333-32692) | |
| 10.9 | Lease Agreement between the Company and Duke Realty Minnesota, LLC, dated August 18, 1998 (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1, Reg. No. 333-32692) | |
| 10.10 | Stock Purchase Warrant between the Company and III-D Capital, LLC, dated July 24, 1998 (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-1, Reg. No. 333-32692) | |
| 10.11 | August Technology 2000 Annual Award Plan (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1, Reg. No. 333-32692)*** | |
| 10.12 | OEM Agreement between the Company and Santok Software Solutions Inc., dated January 26, 2000 (incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on Form S-1, Reg. No. 333-32692) | |
| 10.13* | 1998 Board of Directors Compensation Plan, adopted by the Board of Directors, amended and restated as of January 1, 2002*** | |
| 10.14 | August Technology 2000 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.17 to the Company’s Registration Statement on Form S-1, Reg. No. 333-32692)*** | |
| 10.15 | Guaranty for the benefit of Marquette Capital Bank, N.A., dated November 4, 1999 (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S-1, Reg. No. 333-32692) | |
| 10.16 | Executive Employment Agreement between the Company and John M. Vasuta, dated May 8, 2000 (incorporated by reference to Exhibit 10.19 to the Company’s Form 10-K for the year ended December 31, 2000)*** | |
| 10.17 | Executive Employment Agreement between the Company and James K. Nurse, dated August 22, 2000 (incorporated by reference to Exhibit 10.20 to the Company’s Form 10-K for the year ended December 31, 2000)*** |
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| Exhibit Number | Description | |
| 10.18 | Executive Employment Agreement between the Company and Albert A. Eliasen, dated October 27, 2000 (incorporated by reference to Exhibit 10.21 to the Company’s Form 10-K for the year ended December 31, 2000)*** | |
| 10.19 | Amendments to the Lease Agreement between the Company and West 78th Street, Bloomington Associates, LLC, dated March 31, 2000 and July 25, 2000 (incorporated by reference to Exhibit 10.22 to the Company’s Form 10-K for the year ended December 31, 2000) | |
| 10.20 | Amendment to Letter Agreement and Promissory Note between the Company and Marquette Capital Bank, N.A., dated August 10, 2000 (incorporated by reference to Exhibit 10.23 to the Company’s Form 10-K for the year ended December 31, 2000) | |
| 10.21 | August Technology 2001 Annual Incentive Plan (incorporated by reference to Exhibit 10.24 to the Company’s Form 10-K for the year ended December 31, 2000)*** | |
| 10.22** | Executive Employment Contract between the Company and Jeff L. O’Dell, dated March 6, 2002*** | |
| 10.23** | Executive Employment Contract between the Company and Thomas C. Velin, dated March 6, 2002*** | |
| 10.24** | Executive Employment Contract between the Company and David Klenk, dated March 6, 2002*** | |
| 10.25** | Executive Employment Contract between the Company and Mark Harless, dated March 6, 2002*** | |
| 10.26** | Executive Employment Contract between the Company and Thomas Verburgt, dated March 6, 2002*** | |
| 10.27** | Executive Employment Contract between the Company and John M. Vasuta, dated March 6, 2002*** | |
| 10.28** | Executive Employment Contract between the Company and D. Mayson Brooks, dated March 5, 2002*** | |
| 10.29** | Executive Employment Contract between the Company and Wayne Hubin, dated March 6, 2002*** | |
| 10.30** | Executive Employment Contract between the Company and Albert Eliasen, dated March 6, 2002*** | |
| 10.31** | August Technology 2002 Annual Incentive Plan*** | |
| 10.32** | Amendment to the Lease Agreement between the Company and West 78th Street, Bloomington Associates, LLC, dated June 18, 2001 |
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| Exhibit Number | Description | |
| 10.33** | Amendment to the International Distributor Agreement between the Company and Metron Technology B.V., dated April 17, 2001 | |
| 21.1 | Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the Company’s Form 10-K for the year ended December 31, 2000) | |
| 23.1** | Independent Auditors’ Consent |
| * | Filed herewith | |
| ** | Previously filed | |
| *** | Management contract or compensatory plan or arrangement |
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