UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM 10-Q/A (Mark One) [x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended June 30, 1996 or [ ] 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: 0-20124 NETWORK COMPUTING DEVICES, INC. (Exact name of registrant as specified in its charter) California 77-0177255 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 350 North Bernardo Avenue, Mountain View, California 94043 (Address of principal executive offices and zip code) Registrant's telephone number: (415) 694-0650 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 number of shares outstanding of the Registrant's Common Stock was 16,567,591 at July 31, 1996. FORM 10-Q/A AMENDMENT NO. 1 PART II - OTHER INFORMATION The undersigned registrant hereby amends the following item of its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1996, as set forth in the pages attached hereto. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) The following exhibits are filed herewith: Exhibit 2.2 Asset Purchase Agreement dated June 3, 1996 by and among the Registrant NCD Software Corporation and NetManage, Inc. Exhibits Exhibit A Certain Definitions Exhibit B-1 Assignment and Assumption Contract Exhibit B-2 Assignment and Assumption Contract Exhibit C NCD Disclosure Schedule(2) Schedules Schedule 1.1 Assets(2) Schedule 1.1(b) Assumed Customer and Other Contracts(2) Schedule 1.3(b) Assumed Liabilities Schedule 1.5 Purchase Price Allocation(2) Exhibit 10.42 Alliance Agreement dated June 27, 1996 by and between the Registrant and International Business Machines Corporation.(1) *Exhibit 11.1 Statement Regarding Computation of Shares Used in Per Share Earnings Computations. *Exhibit 27 Financial Data Schedule. (1) Confidential treatment has been requested as to a portion of this exhibit. Confidential portions have been omitted and filed separately with the Securities and Exchange Commission. (2) Exhibits not filed herewith are identified in this agreement. The Company will furnish supplementally any omitted exhibit to the Commission upon request. (b) The Company filed no reports on Form 8-K during the three-month period ended June 30, 1996. - --------------- * Previously Filed 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Network Computing Devices, Inc. (Registrant) Date: March 19, 1997 By: /s/ Rudolph G. Morin ------------------------------------------------ Rudolph G. Morin Executive Vice President, Operations and Finance (Duly Authorized and Principal Financial and Accounting Officer) 3