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FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC. 20549
(Mark One)
/xx/ Annual report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended DECEMBER 31, 1994.
/ / Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
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Commission file number 0-18090
CAERE CORPORATION
(Exact name of registrant as specified in the charter:)
DELAWARE 94-2250509
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 COOPER COURT, LOS GATOS, CALIFORNIA 95030
(Address of principal Offices)
Registrant's telephone number, including area code: (408) 395-7000
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK,
$0.001 PAR VALUE
PREFERRED SHARE
PURCHASE RIGHTS
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. /x/
The aggregate market value of the voting stock held by non-affiliates
of the Registrant, based upon the closing sale price of the Common Stock on
March 1, 1995, as reported by NASDAQ, was approximately $126,018,048.
The number of shares of the Registrant's Common Stock outstanding as
of March 1, 1995, was 13,121,179.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Definitive proxy statement filed with the Securities and
Exchange Commission relating to the Company's 1994 Annual
Meeting of Stockholders to be held May 5, 1995 (Part III of
Form 10-K).
(2) Portions of the Annual Report to Stockholders for the fiscal
year ended December 31, 1994 (Parts II and IV of Form 10-K).
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) 1. INDEX TO FINANCIAL STATEMENTS
The following documents are incorporated in Part II of this Annual
Report by reference to the 1994 Annual Report to Stockholders:
ANNUAL REPORT TO
STOCKHOLDERS
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Consolidated Balance Sheets as of December 31, 1994 and 1993 Page 19
Consolidated Statements of Earnings for each of the years in the three-year
period ended December 31, 1994 Page 20
Consolidated Statements of Stockholders' Equity for each of the years in the
three-year period ended December 31, 1994 Page 21
Consolidated Statements of Cash flows for each of the years in the
three-year period ended December 31, 1994 Page 22
Notes to Consolidated Financial Statements Pages 23-30
Independent Auditors' Report Page 31
With the exception of the information expressly incorporated by
reference into Items 5, 6, 7, and 8 of this Annual Report, the 1994
Annual Report to Stockholders, attached as Exhibit 13.1, is not deemed
filed as part of this report.
The following report is filed as part of this Annual Report and
should be read in conjunction with the Financial Statements:
Report of Independent Accountants
2. FINANCIAL STATEMENT SCHEDULES
The following financial statement schedule is filed as a part of this
Annual Report and should be read in conjunction with the Financial
Statements:
Report of Independent Accountants
Schedule II - Valuation and Qualifying Accounts
All other schedules are omitted because they are not required, or not
applicable, or because the required information is included in the 1994
Annual Report to Stockholders, filed as Exhibit 13.1.
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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.
CAERE CORPORATION
Dated: December 15, 1995 By: /s/Blanche M. Sutter
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Blanche M. Sutter
Vice President, Finance
Chief Financial Officer and
Secretary
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.
Signature Title Date
- --------- ----- ----
* Robert G. Teresi Chairman of the Board, December 15, 1995
- ------------------- Chief Executive Officer
Robert G. Teresi (Principal Executive Officer)
* James K. Dutton Director December 15, 1995
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James K. Dutton
* Sidney S. Kahn Director December 15, 1995
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Sidney S. Kahn
* Wayne E. Rosing Director December 15, 1995
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Wayne E. Rosing
* Frederick W. Zuckerman Director December 15, 1995
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Frederick W. Zuckermam
/s/ Blanche M. Sutter Vice President, Finance December 15, 1995
- --------------------- Chief Financial Officer and
Blanche M. Sutter Secretary
(Principal Financial and Accounting Officer)
* By: /s/ Blanche M. Sutter
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Blanche M. Sutter
Attorney-in-Fact
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3. EXHIBITS
EXHIBIT NUMBER DESCRIPTION
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2.1 Agreement and Plan of Reorganization dated as of October 14,
1994, between the Company and Calera Recognition Systems,
Inc. (5)
3.1 Certificate of Incorporation of the Company (exhibit 3.4)(1)
3.1(i) Certificate of Amendment filed with the Delaware Secretary of
State October 13, 1994. (6)
3.1(ii) Agreement of Merger between the Caere Acquisition
Corporation and Calera Recognition Systems, Inc. as filed
with the California Secretary of State December 20, 1994. (6)
3.2 By-laws of the Company (exhibit 3.5)(1)
4.1 Reference is made to Exhibits 3.1 and 3.2
*10.1 1981 Incentive Stock Option Plan, as amended, and related
form of incentive stock option agreement (exhibit 10.1)(4)
*10.2 1981 Supplemental Stock Option Plan, as amended, and related
form of supplemental stock option agreement (exhibit 10.2)(4)
10.3 Net Multi-Tenant Lease Agreement, dated March 1, 1978,
between the Company and Vasona Business Park
(exhibit 10.5)(1)
10.4 Agreement, dated as of July 1, 1986, between the Company and
Steve Lieberman, Phil Bernzott, John Dilworth, Bryan Higgins,
Jeremy Knight and David George, as amended December 8, 1987,
April 15, 1988, and March 1, 1989 (exhibit 10.10)(1)
10.5 Form of Indemnity Agreement between the Company and its
officers and directors (exhibit 10.12)(1)
*10.7 Employee Stock Purchase Plan (exhibit 10.15)(2)
*10.8 1992 Officer Bonus Plan (exhibit 10.9)(4)
*10.9 1992 Non-Employee Directors' Stock Option Plan (exhibit
10.10)(4)
10.10 Preferred Share Purchase Rights Plan (exhibit 1)(3)
*10.11 Executive Compensation and Benefits Continuation Agreement,
Robert G. Teresi, dated December 28, 1994. (6)
11.1 Statement regarding computation of net earnings (loss) per
share. (6)
13.1 1994 Annual Report to Stockholders
21.1 Subsidiaries of the Company (6)
23.1 Report on Schedule and Consent of KPMG Peat Marwick LLP
23.2 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney, Reference is made to the signature
page (6)
*Management contract or compensatory plan or arrangement.
(1) Incorporated by reference to the corresponding or indicated exhibit to
the Company's Registration Statement on Form S-1, as amended (File No.
33-30842).
(2) Incorporated by reference to the corresponding exhibit in the Company's
Form 10-K Annual Report for the fiscal year ended December 31, 1990.
(3) Incorporated by reference to the indicated exhibit in the Company's Form
8-K Current Report filed on April 18, 1991.
(4) Incorporated by reference to the corresponding or indicated exhibit to
the Company's Form 10-K Annual Report for the fiscal year ended December
31, 1991.
(5) Incorporated by reference to Caere's Registration Statement on Form S-4
(File No. 33-85840).
(6) Previously filed on March 28, 1995 in the Company's Form 10-K Annual
Report for the fiscal year ended December 31, 1994.
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and
Board of Directors
Calera Recognition Systems, Inc.
Sunnyvale, California
We have audited the balance sheet of Calera Recognition Systems, Inc. as of
December 31, 1993 and the related statements of operations, shareholders' equity
and cash flows for each of the two years in the period ended December 31, 1993,
before the restatement in Note 2 resulting from the re-evaluation by the newly
consolidated entity of the cumulative effect of the change in the Company's
accounting for income taxes. The financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on the
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements, before the restatement, referred to
above present fairly, in all material respects, the financial position of
Calera Recognition Systems, Inc. as of December 31, 1993, and the results of its
operations and its cash flows for each of the two years in the period ended
December 31, 1993, in conformity with generally accepted accounting principles.
As discussed in Note 2 to the financial statements, effective January 1, 1993,
the Company changed its method of accounting for income taxes.
/s/ Coopers & Lybrand L.L.P.
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COOPERS & LYBRAND L.L.P.
March 4, 1994
San Jose, California
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and Board of Directors
Calera Recognition Systems, Inc.
Sunnyvale, California
In connection with our audits of the financial statements of Calera
Recognition Systems, Inc. as of December 31, 1993 and for each of the two years
in the period ended December 31, 1993, we have also audited the related
financial statement schedule.
In our opinion, this financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents fairly,
in all material respects, the information required to be included therein.
/s/ COOPERS & LYBRAND L.L.P.
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COOPERS & LYBRAND L.L.P.
March 4, 1994
San Jose, California
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EXHIBIT INDEX
Exhibit Number Description
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13.1 1994 Annual Report to Shareholders
23.1 Report on Schedule and Consent of
KPMG Peat Marwick LLP
23.2 Consent of Coopers & Lybrand L.L.P.