UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM 10-K/A
(Mark One)
X Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended March 31, 2002 or
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: 0-27266
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WESTELL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3154957
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
750 N. COMMONS DRIVE
AURORA, ILLINOIS 60504
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (630) 898-2500
Securities registered pursuant to Section 12(b) of the Act: NONE Securities
registered pursuant to Section 12(g) of the Act:
CLASS A COMMON STOCK, $.01 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 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 (ss.229.405 of this chapter) 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.
The registrant estimates that the aggregate market value of the registrant's
Class A Common Stock held by non-affiliates (within the meaning of the term
under the applicable regulations of the Securities and Exchange Commission) on
June 21, 2002 (based upon an estimate that 70% of the shares are so owned by
non-affiliates and upon the average of the closing bid and asked prices for the
Class A Common Stock on the NASDAQ National Market on that date) was
approximately $66,805,670. Determination of stock ownership by non-affiliates
was made solely for the purpose of responding to this requirement and registrant
is not bound by this determination for any other purpose.
As of June 21, 2002, 45,907,065 shares of the registrant's Class A Common Stock
were outstanding and 19,014,869 shares of registrant's Class B Common Stock
(which automatically converts into Class A Common Stock upon a transfer of such
stock except transfers to certain permitted transferees) were outstanding.
The following documents are incorporated into this Form 10-K by reference:
Proxy Statement for 2002 Annual Meeting of Stockholders (Part III).
This amendment to the Registrant's Annual Report on Form 10-K for the year ended
March 31, 2002 (the "10-K") amends the 10-K to file the accountant's consent of
Ernst & Young LLP, which was inadvertently excluded from the original filing.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) Financial Statements
--------------------
The consolidated financial statements of Westell
Technologies, Inc. for the fiscal year ended March
31, 2002, together with the Report of Independent
Public Accountants, are set forth on pages 42 through
67 of this Report.
The supplemental financial information listed and
appearing hereafter should be read in conjunction
with the consolidated financial statements included
in the report.
(2) Financial Statement Schedules
-----------------------------
The following are included in Part IV of this Report
for each of the years ended March 31, 2000, 2001 and
2002 as applicable:
Report of Independent Auditors - page 63 and 64
Schedule II - Valuation and Qualifying Accounts -
page 65
Financial statement schedules not included in this
report have been omitted either because they are not
applicable or because the required information is
shown in the consolidated financial statements or
notes thereto, included in this report.
(3) Exhibits
--------
3.1 Amended and Restated Certificate of
Incorporation, as amended (incorporated
herein by reference to Exhibit 3.12 to the
Company's Quarterly Report on Form 10-Q for
the quarter ended December 31, 2001).
3.2 Amended and Restated By-laws laws
(incorporated by reference to Exhibit 3.1 to
the Company's Annual Report on Form 10-K for
the year ended March 31, 2001).
4.1 Form of Stock Purchase Warrant dated April
15, 1999 by and among Westell Technologies,
Inc., Castle Creek Technology Partners LLC
(409,091 shares), Marshall Capital
Management, Inc. (272,727 shares), and
Capital Ventures International (227,273
shares) (incorporated herein by reference to
Westell Technologies, Inc.'s Report on Form
8-K dated April 20, 1999).
4.2 Amended and Restated Certificate of
Incorporation, as amended (See exhibit 3.1).
4.3 Amended and Restated By-laws (see Exhibit
3.2).
4.4 Form of Warrant granted to certain Penny
family trusts on June 29, 2001 (incorporated
herein be reference to Exhibit 10.21 to the
Company's Annual Report on Form 10-K for the
year ended March 31, 2001).
9.1 Voting Trust Agreement dated February 23,
1994, as amended (incorporated herein by
reference to Exhibit 9.1 to Westell
Technologies, Inc.'s Registration Statement
on Form S-1, as amended, Registration No.
33-98024).
+10.1 Subordination Participation Agreement dated
as of June 28, 2002, between LaSalle
National Association and certain Penny
family trusts.
10.2 Stock Transfer Restriction Agreement entered
into by members of the Penny family, as
amended, (incorporated herein by reference
to Exhibits 10.4 and 10.16 to Westell
Technologies, Inc.'s Registration Statement
on Form S-1, as amended, Registration No.
33-98024).
10.3 Form of Registration Rights Agreement among
the Company and Robert C. Penny III and
Melvin J. Simon, as trustees of the Voting
Trust dated February 23, 1994 (incorporated
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herein by reference to Exhibit 10.5 to
Westell Technologies, Inc.'s Registration
Statement on Form S-1, as amended,
Registration No. 33-98024).
*10.4 1995 Stock Incentive Plan (incorporated
herein by reference to Exhibit 10.6 to
Westell Technologies, Inc.'s Registration
Statement on Form S-1, as amended,
Registration No. 33-98024).
*10.5 Employee Stock Purchase Plan (incorporated
herein by reference to Exhibit 10.7 to
Westell Technologies, Inc.'s Registration
Statement on Form S-1, as amended,
Registration No. 33-98024).
*10.6 Teltrend Inc. 1995 Stock Option Plan.(2)
(Incorporated by reference to the Teltrend,
Inc.'s Registration Statement on Form S-1,
as amended (Registration No. 33-91104),
originally filed with the Securities and
Exchange Commission April 11, 1995)
*10.7 Teltrend Inc. 1996 Stock Option Plan
(Incorporated by reference to the Teltrend
Inc.'s Quarterly Report on Form 10-Q for the
quarterly period ended April 26, 1997).
*10.8 Teltrend Inc. 1997 Non-Employee Director
Stock Option Plan (Incorporated by reference
to the Teltrend Inc.'s Definitive Proxy
Statement for the Annual Meeting of
Stockholders held on December 11, 1997).
10.9 {Intentionally omitted.}
10.10 {Intentionally omitted.}
10.11 Lease dated September 25, 1995 between
Westell-Meridian LLC and Westell, Inc.
(incorporated herein by reference to Exhibit
10.11 to Westell Technologies, Inc.'s
Registration Statement on Form S-1, as
amended, Registration No. 33-98024)
10.12 Amended and Restated Loan and Security
Agreement dated August 31, 2000 among
LaSalle National Bank, Harris Bank National
Association, Westell Technologies, Inc.,
Westell, Inc., Westell International, Inc.,
Conference Plus, Inc. and Teltrend, Inc.
(incorporated by reference to the like
numbered exhibit to Company's Annual Report
on Form 10-K for the year ended March 31,
2001).
*10.14 Agreement dated September 13, 1988 between
Richard Riviere and Westell Technologies,
Inc., as amended (incorporated herein by
reference to Exhibit 10.14 to Westell
Technologies, Inc.'s Registration Statement
on Form S-1, as amended, Registration No.
33-98024).
10.15 Revolving Note dated as of June 29, 2001
payable to LaSalle National Bank and made by
Westell Technologies, Inc., Westell, Inc.,
Westell International, Inc., Conference
Plus, Inc. and Teltrend, Inc. (incorporated
by reference to the like numbered exhibit to
Company's Annual Report on Form 10-K for the
year ended March 31, 2001).
10.16 Amended and Restated Loan and Security
Agreement dated June 29, 2001 among LaSalle
National Bank, Westell Technologies, Inc.,
Westell, Inc., Westell International, Inc.,
Conference Plus, Inc. and Teltrend, Inc.
(incorporated by reference to the like
numbered exhibit to Company's Annual Report
on Form 10-K for the year ended March 31,
2001).
10.17 Lease for Three National Plaza at Woodfield
dated December 24, 1991 by and between the
First National Bank of Boston, as Trustee
pursuant to that certain Pooling and
Security Agreement dated April 1, 1988, and
Conference Plus, Inc., as amended and
modified. (incorporated herein by reference
to Exhibit 10.17 to the Company's Form 10-K
for fiscal year ended March 21, 1996).
10.18 Lease dated December 10, 1993 between
LaSalle National Trust, N.A., as Trustee
under Trust Agreement dated August 1, 1979,
known as Trust No. 101293, and Westell
Incorporated, as amended and modified
(incorporated herein by reference to the
exhibit of equal number to the Company's
Form 10-K for fiscal year ended March 21,
1996).
10.19 Amendment to Amended and Restated Loan and
Security Agreement dated February 15, 2001
among LaSalle National Bank, Harris Trust
and Savings Bank, Westell Technologies,
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Inc., Westell, Inc., Westell International,
Inc., Conference Plus, Inc., and Teltrend,
Inc. (incorporated by reference to Exhibit
10.1 to the Company's Form 10-Q for the
period ended December 31, 2000).
10.20 Amendment to Amended and Restated Loan and
Security Agreement dated April 13, 2001
among LaSalle National Bank, Harris Trust
and Savings Bank, Westell Technologies,
Inc., Westell, Inc., Westell International,
Inc., Conference Plus, Inc., and Teltrend,
Inc. (incorporated by reference to Exhibit
10.18 to the Company's Report on Form 8-K
filed on April 17, 2001).
10.21 Amendment to the Amended and Restated Loan
and Security Agreement dated as of June 29,
2001 among LaSalle National Bank, Harris
Trust and Savings Bank, the Company,
Westell, Inc., Westell International, Inc.,
Conference Plus, Inc. and Teltrend, Inc.
(incorporated herein by reference to Exhibit
10.16 to the Company's Annual Report on Form
10-K for the year ended March 31, 2001).
10.22 Amendment To Amended And Restated Loan And
Security Agreement dated as of October 30,
2001, among LaSalle Bank National
Association, Westell Technologies, Inc.,
Westell International, Inc., Conference
Plus, Inc. and Teltrend, Inc. (incorporated
herein by reference to Exhibit 10.22 to the
Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 2001).
*10.23 Severance Agreement date June 28, 2001, by
and between Westell, Inc and E. Van Cullens
(incorporated herein by reference to Exhibit
10.23 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September
30, 2001).
*10.24 Employment Letter dated June 28, 2001
between Westell Technologies, Inc. and E.
Van Cullens (incorporated herein by
reference to Exhibit 10.24 to the Company's
Quarterly Report on Form 10-Q for the
quarter ended September 30, 2001).
+10.25 Sixth Amendment to the Amended and Restated
Loan and Security Agreement dated as of June
28, 2002 among LaSalle National Bank, Harris
Trust and Savings Bank, the Company,
Westell, Inc., Westell International, Inc.,
Conference Plus, Inc. and Teltrend, Inc.
21.1 Subsidiaries of the Registrant (incorporated
herein by reference to Exhibit 21.1 to the
Company's Annual Report on Form 10-K for the
year ended March 31, 2001).
23.1 Consent of Ernst & Young LLP. (Filed
herewith)
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*Management contract or compensatory plan or
arrangement.
+Previously filed.
(b) Reports on Form 8-K
-------------------
None
(c) Exhibits
--------
The exhibits filed as part of this Annual Report on Form 10-K
are as specified in Item 14(a)(3) herein.
(d) Financial Statement Schedules
-----------------------------
The financial statement schedules filed as part of this Annual
Report on Form 10-K are as specified in Item 14(a)(2) herein.
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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 on July 16, 2002.
WESTELL TECHNOLOGIES, INC.
By /s/ Nicholas C. Hindman
-------------------------------------
Nicholas C. Hindman, Chief
Financial Officer and Senior Vice
President
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