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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [Fee Required] for the fiscal year ended
December 31, 1995
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required] for the transition period from
to
Commission file number: 0-17191
WEITEK CORPORATION
(Exact name of registrant as specified in its charter)
CALIFORNIA 94-2709963
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2801 ORCHARD PARKWAY, SAN JOSE, CALIFORNIA, 95134
(Address of principal executive offices)
Registrant's telephone number, including area code: (408) 526-0300
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, no par
value
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 ]
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
--- ---
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,
1996 as reported on the NASDAQ National Market System, was approximately
$19,148,946. Shares of Common Stock held by each officer and director and by
each person who owns 5% or more of the outstanding Common Stock have been
excluded in that such persons may be deemed to be affiliates. This determination
of affiliate status is not necessarily a conclusive determination for other
purposes.
As of April 15, 1996, registrant had outstanding 8,654,156 shares of Common
Stock.
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PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding executive officers is included in Part I hereof
under the caption "Executive Officers of the Registrant" and is incorporated by
reference into this Item 10.
The names and certain information about the Company's directors are set
forth below:
Name Age Principal Occupation Director
---- --- -------------------- Since
-----
Richard H. Bohnet 54 President and Chief Executive Officer of the Company 1996
Arthur J. Collmeyer 54 Chairman of the Board of the Company 1981
David L. Gellatly 53 Marketing Consultant 1995
W. Frank King III 56 President, Pencom Software 1989
Except as set forth below, each of the directors has been engaged in
the principal occupation described above during the past five years. There is no
family relationship between any director or executive officer of the Company.
Richard H. Bohnet was appointed President and Chief Executive Officer
of the Company and became a director on April 25, 1996. From 1985 to 1995, Mr.
Bohnet served as President and CEO of Acumen International, a software firm.
Prior to joining Acumen, he held various management positions with Fairchild
Camera and Instrument's Semiconductor Products group for over 16 years, most
recently as Vice President and General Manager of the Discrete Products
Division. Mr. Bohnet holds a B.S. in electrical engineering from Arizona State
University.
Arthur J. Collmeyer joined the Company in November 1981 and has been
the Chairman of the Board since that time. He also served as President of the
Company from November 1981 until April 1992, and as Chief Executive Officer from
November 1981 until October 1993. Dr. Collmeyer has more than 20 years of
experience in the electronics industry. Prior to joining the Company, Dr.
Collmeyer served as Senior Vice President and General Manager of the
Microelectronics Division of Calma Company. Before that, he served as manager of
CAD systems development at Xerox Corporation, and also spent several years at
Motorola. Dr. Collmeyer is a director of STAC Electronics, a data compression
company, and one privately held company. Dr. Collmeyer holds a B.S. and an M.S.
in electrical engineering from the University of Illinois, and a Ph.D. in
electrical engineering from Southern Methodist University.
David L. Gellatly has over 20 years of marketing experience in the
semiconductor business including various positions with Intel's microprocessor
group from 1976 to 1981. Since 1982, with the exception of a brief period from
1991 to 1992 when he served as President and Chief Executive Officer of Austek
Microsystems, he has been an independent marketing consultant providing services
to many leading companies in semiconductor and other high technology businesses.
His clients have included IBM, Apple, Intel, Cyrix, National Semiconductor,
Siemens and others. Mr. Gellatly holds a B.S. degree and an M.S. in electrical
engineering, both from the University of Minnesota.
W. Frank King III became a director of the Company in July 1989. Dr.
King became President of Pencom Software in 1992. From 1991 to 1992, Dr. King
was an independent business consultant and from 1988 to November 1991 he was the
Senior Vice President of the Software Business Group of Lotus Development
Corporation, a software company. Prior to joining Lotus, Dr. King held various
positions with International Business Machines Corporation for over 19 years,
most recently as Vice President of Development for IBM's Entry Systems Division.
He is a director of Excalibur Technologies, State of the Art, Inc., Auspex, Inc.
and System Soft, Inc., as well as one privately held company. Dr. King holds a
B.S. in electrical engineering from the University of Florida, an M.S. in
electrical engineering from Stanford University and a Ph.D. in electrical
engineering from Princeton University.
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Annual Meeting of Shareholders
The Company had previously indicated on its Form 10K dated April 1,
1996 that the Annual Meeting of Shareholders was scheduled for June 6, 1996. The
Board of Directors now contemplates that it may reschedule the meeting.
Board Meetings and Committees
The Board of Directors of the Company held a total of nine meetings
during the year ended December 31, 1995.
The Audit Committee, which currently consists of directors Gellatly and
Collmeyer, met two times during the last fiscal year. This Committee recommends
engagement of the Company's independent public accountants and is primarily
responsible for approving the services performed by such accountants and for
reviewing and evaluating the Company's accounting principles and its system of
internal accounting controls.
The Compensation Committee, which currently consists of directors
Collmeyer and King, met once during the last fiscal year. This Committee
establishes the salary and incentive compensation of the executive officers of
the Company.
The Option Committee, which currently consists of directors Collmeyer
and Gellatly, met eleven times during the last fiscal year. The Option Committee
administers the Company's employee benefits plans.
During the year ended December 31, 1995, no director attended fewer
than seventy-five percent of the Board of Directors' meetings or any committee
meeting on which such director served.
Compliance With Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership on Form 3 and changes in ownership on Form 4 or Form 5 with the
Securities and Exchange Commission (the "SEC"). Such officers, directors and
ten-percent shareholders are also required by SEC rules to furnish the Company
with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it,
the Company believes that, during the fiscal year ended December 31, 1995, all
Section 16(a) filing requirements applicable to its officers, directors and
ten-percent shareholders were complied with.
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ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table. The following table sets forth the compensation paid
by the Company for each of the three years in the period ended December 31, 1995
to the Chief Executive Officer and each of the other four most highly
compensated executive officers of the Company (the "Named Executive Officers"):
Long-Term
Compensation
Annual Compensation Awards
Securities All Other
Other Annual Underlying Compensa-
Name and Principal Position Year Salary Bonus Compensation Options(#) tion(2)
(1)
- ---------------------------------------------------------------------------------------------------------------
Barry L. Cox(3) 1995 $220,000 $-- $ -- 47,500 $1,440
President and Chief 1994 218,231 -- -- -- 1,440
Executive Officer 1993 194,615 -- 11,092 70,000 1,440
Howard J. Gopen 1995 146,500 -- -- 25,000 1,440
Vice President, 1994 148,673 -- -- 18,000 858
Operations 1993 141,731 -- -- -- 812
Michael D. Hollabaugh 1995 60,900 -- -- 50,000 --
Vice President, 1994 -- -- -- --
Sales 1993 -- -- -- --
Allen R. Samuels 1995 130,000 -- -- 26,000 277
Vice President, 1994 128,673 -- -- 15,400 273
Business Development 1993 117,231 -- -- 6,000 243
Benjamin M. Warren 1995 130,000 -- -- 44,000 1,209
Vice President, 1994 128,231 -- -- 19,000 1,183
Engineering 1993 83,077 -- -- 30,000 758
(1) The Company has adopted an Executive Bonus Plan (the "Bonus Plan")
pursuant to which officers of the Company may earn annual cash bonuses
based on the Company achieving specified profit objectives. No bonuses
were paid to officers for 1993, 1994 or 1995.
(2) Amounts indicated under "All Other Compensation" reflect term life
insurance premiums paid by the Company under a Company-wide plan and
accrued severance benefits, if any.
(3) Mr. Cox joined the Company in April 1992. The amounts indicated under
"Other Annual Compensation" reflect relocation and housing support
amounts paid to Mr. Cox in the first part of 1993.
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Option Grants in Last Fiscal Year. The following table sets forth each
grant of stock options made during the year ended December 31, 1995 to each of
the Named Executive Officers:
Potential Realizable
Value at Assumed
Individual Grants Annual Rates of Stock
Price Appreciation for
Option Term(1)
Number of % of Total
Securities Options
Underlying Granted to Exercise Expira-
Options Granted Employees in Price tion
Name (#) Fiscal Year ($/Sh) Date 5% 10%
- ---------------------------------------------------------------------------------------------------------------
Barry L. Cox................... 47,500 5% $4.66 6/20/05 $139,206 $352,775
Howard J. Gopen................ 10,000 1% 2.06 1/06/05 12,955 32,831
............................... 15,000 2% 4.66 6/20/05 43,960 111,403
Michael D. Hollabaugh.......... 50,000 5% 4.71 10/17/05 148,105 375,326
Allen R. Samuels............... 10,000 1% 2.06 1/06/05 12,955 32,831
............................... 16,000 2% 4.66 6/20/05 46,890 118,829
Benjamin M. Warren............. 35,000 4% 2.06 1/06/05 45,343 114,909
............................... 9,000 1% 4.66 6/20/05 26,376 66,842
- ---------------
(1) Potential realizable value is based on an assumption that the stock
price appreciates at the annual rate shown (compounded annually) from the date
of grant until the end of the ten-year option term. These numbers are calculated
based on the requirements promulgated by the Securities and Exchange Commission
and do not reflect the Company's estimate of future stock price growth.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End
Option Values. None of the Named Executive Officers exercised options in 1995.
The following table sets forth, for each of the Named Executive Officers, the
year-end value of unexercised options as of December 31, 1995:
Number of Securities
Underlying Unexercised
Options at Value(1) of Unexercised
Year-End(#): In-the-Money Options at Year-End:
Exercisable/ Exercisable/
Name Unexercisable Unexercisable(2)
- ---------------------------------------------------------------------------------------------------------
Barry L. Cox................ 115,500/152,000 --
Howard J. Gopen............. 43,188/ 45,812 9,407/--
Michael D. Hollabaugh....... 0/ 50,000 --
Allen R. Samuels............ 46,196/ 36,375 10,534/--
Benjamin M. Warren.......... 44,153/ 48,847 18,814/14,111
(1) Market value of underlying securities at year-end minus the exercise
price.
(2) Options granted pursuant to the 1991 Option Plan are generally
exercisable by the optionee ahead of vesting. Unvested shares purchased on
exercise of an option are subject to a repurchase right of the Company, and may
not be sold by an optionee until the shares vest. Options indicated as
"Exercisable" are those options which were both vested and exercisable as of
December 31, 1995. All other options are indicated as "Unexercisable."
Board Compensation
Non-employee directors are compensated at the rate of $2,250 per
quarter for their services as members of the Board of Directors. In addition,
non-employee directors are automatically granted options to purchase 6,000
shares of
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the Company's Common Stock pursuant to the terms of the Company's 1991 Stock
Option Plan (the "Option Plan") on the day following the annual shareholders'
meeting.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth as of April 15, 1996 certain information
with respect to the beneficial ownership of the Company's Common Stock by (i)
each person known by the Company to own beneficially more than five percent of
the outstanding shares of Common Stock, (ii) each director and nominee to become
a director of the Company, (iii) the Chief Executive Officer and each of the
other five most highly compensated executive officers of the Company (the "Named
Executive Officers") and (iv) all directors and executive officers as a group.
Except as otherwise noted below, the Company knows of no agreements among its
shareholders which relate to voting or investment power of its shares of Common
Stock.
Shares of Common
Stock Beneficially
Owned(1)
Directors, Executive Officers and Percen-
tage
Five Percent Shareholders Number Owner-
ship
- ----------------------------------------------------------------------------------------------------------------
Willoughby, Holin, Harris & Rentner, Inc.
4440 PGA Blvd. #308, Palm Beach Gardens, FL 33410......................... 1,417,050 16.4%
Dimensional Fund Advisors
1299 Ocean Ave. 11th Floor, Santa Monica, CA 90401........................ 481,400 5.6%
Arthur J. Collmeyer(2)...................................................... 232,050 2.7%
Benjamin M. Warren(3)....................................................... 104,425 1.2%
Allen R. Samuels(4)......................................................... 88,727 1.0%
Michael D. Hollabaugh(5).................................................... 50,000 *
W. Frank King, III(6)....................................................... 45,250 *
Jack C. Carsten............................................................. 22,000 *
Barry L. Cox................................................................ 6,222 *
David L. Gellatly(7)........................................................ 6,000 *
All directors and executive officers as a group
(8 persons)(8).............................................................. 554,674 6.2%
* Less than one percent.
(1) Beneficial Ownership is defined as shares owned plus options that are
exercisable, but not necessarily vested, on or before June 15, 1996.
(2) Includes 7,000 shares subject to options exercisable on or before June
15, 1996, of which 6,000 will be vested as of such date and the
remaining 1,000 would be subject to repurchase by the Company until
vested; also includes 28,000 shares held in trust for the benefit of
Dr. Collmeyer's children. Dr. Collmeyer disclaims beneficial ownership
of shares held in trust for the benefit of his children.
(3) Includes 93,000 shares subject to options exercisable on or before June
15, 1996, of which 51,090 will be vested as of such date and the
remaining 41,910 would be subject to repurchase by the Company until
vested.
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(4) Includes 82,571 shares subject to options exercisable on or before June
15, 1996, of which 51,387 will be vested as of such date and the
remaining 31,184 would be subject to repurchase by the Company until
vested.
(5) Represents 50,000 shares subject to options exercisable on or before
June 15, 1996, of which none will be vested as of such date and all
shares would be subject to repurchase by the Company until vested.
(6) Represents 45,250 shares subject to options exercisable on or before
June 15, 1996, of which 37,250 will be vested as of such date and the
remaining 8,000 would be subject to repurchase by the Company until
vested.
(7) Represents 6,000 shares subject to options exercisable on or before
June 15, 1996, of which 5,000 will be vested as of such date and the
remaining 1,000 would be subject to repurchase by the Company until
vested.
(8) Includes 283,821 shares subject to options held by executive officers
and directors exercisable on or before June 15, 1996, 150,727 of which
will be vested as of such date and the remaining 133,094 of which would
be subject to repurchase by the Company until vested. See Notes 1
through 7.
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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.
WEITEK CORPORATION
/s/ Richard H. Bohnet
--------------------------------
Richard H. Bohnet
Director, President and
Chief Executive Officer
(Principal Executive Officer and
Principal Financial Officer)
/s/ Paul K. Kidman
--------------------------------
Paul K. Kidman
Director of Finance
(Principal Accounting Officer)
Dated: April 29, 1996
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard H. Bohnet, his attorney-in-fact, with the
power of substitution, for him in any and all capacities, to sign any amendments
to this Report on Form 10-K, and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact, or
his substitute or substitutes, may do or cause to be done by virtue hereof.
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
--------- ----- ----
/s/ Richard H. Bohnet Director, President and Chief Executive Officer April 29, 1996
- -------------------------------- (Principal Executive Officer and Principal
(Richard H. Bohnet) Financial Officer)
/s/ Arthur J. Collmeyer Chairman of the Board April 29, 1996
- --------------------------------
(Arthur J. Collmeyer)
/s/ David L. Gellatly Director April 29, 1996
- --------------------------------
(David L. Gellatly)
/s/ W. Frank King III Director April 29, 1996
- --------------------------------
(W. Frank King III)
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