SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1 TO
ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2001
Commission File Number 0-22667
MERCATOR SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
Delaware 06-1132156
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
45 Danbury Road, Wilton, CT 06897
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
203-761-8600
Securities Registered Pursuant to Section 12(b) of the Act: NONE
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
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 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.
Yes [_] No [_]
The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant as of March 8, 2002 was approximately
$184,662,245 based upon $5.46 per share, the last reported sale price of the
Common Stock on the Nasdaq National Market on that date. As of March 8, 2002
there were 33,820,924 shares of the Registrant's Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
Explanatory Note: This Form 10K/A is being filed in order to include attachments
to Exhibits 10.34 and 10.35 to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 2001, previously filed with the Commission.
Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
3.(a) The Exhibits listed in the Exhibit Index immediately preceding the
Exhibits are filed as a part of this Annual Report on Form 10-K/A.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
By: /s/ Roy C. King
--------------------------------------
Roy C. King
Chairman of the Board of Directors,
Chief Executive Officer and President
Date: March 22, 2002
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EXHIBIT INDEX
Exhibit No.
Regulation S-K
Item 601
Designation Exhibit Description
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2.1 Agreement and Plan of Reorganization dated as of September 30,
1999 by and among Mercator Software, Inc. Natchez Acquisition
Corp. and Novera Software, Inc. /(1)/
2.2 Stock Purchase Agreement dated as of March 18, 1999 by and among
Mercator Software and each of the stockholders of Braid Group
Limited/(8)/
2.3 Asset Transfer Agreement dated as of November 13, 1998 by and
among the Mercator Software, Software Consulting Partners and the
sole stockholder of Software Consulting Partners/(7)/
3(i)-1 Amended and Restated Certificate of Incorporation/(5)/
-2 Certificate of Designations specifying the terms of the Series A
Junior Participating Preferred Stock of Mercator Software/(4)/
3(ii) Registrant's Amended and Restated Bylaws/(3)/
4.1 Form of Specimen Certificate for Registrant's Common Stock/(2)/
4.2 Stockholders Agreement dated as of June 1, 1989, as amended/(2)/
4.3 1989 Stock Purchase Agreement dated as of June 1, 1989, as
amended/(2)/
4.4 Series E Preferred Stock Purchase Agreement dated as of May 15,
1997 between Mercator Software and the Purchasers named
therein/(2)/
4.5 Rights Agreement between the Registrant and The Bank of New York
dated as of September 2, 1998/(3)/
4.6 Securities Purchase Agreement dated as of December 11, 2001 among
Registrant and certain Purchasers/(10)/
4.7 Form of Warrant issued to Purchasers dated December 11,
2001/(10)/
4.8 Registration Rights Agreement between the Registrant and Silicon
Valley Bank dated June 22, 2001/(9)/
4.9 Warrant to Purchase Stock issued to Silicon Valley Bank on June
22, 2001/(9)/
4.10 Warrant Agreement dated as of December 11, 2001 between William
Blair & Company, L.L.C. and the Registrant/(11)/
4.11 Warrant Agreement dated as of January 7, 2002 between MAST Global
Limited and the Registrant/(11)/
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4.12 Warrant Agreement dated as of June 20, 2001 between Morgan Howard
Group International Limited and the Registrant/(11)/
10.1 *Employment Agreement dated as of January 1, 1999 between
Registrant and Albert Denz/(12)/
10.2 *Employment Agreement dated as of January 16, 2001 between
Registrant and Roy C. King/(12)/
10.3 *Registrant's 1993 Stock Option Plan and related documents/(2)/
10.4 *Registrant's 1997 Equity Incentive Plan, as amended/(13)/
10.5 *Registrant's 1997 Directors Stock Option Plan/(2)/
10.6 *Registrant's 1997 Employee Stock Purchase Plan/(2)/
10.7 *Registrant's Profit Participation Plan/(2)/
10.8 *Form of Indemnification Agreement entered into by Registrant
with each of its directors and executive officers/(2)/
10.9 Lease Agreement dated as of January 2, 1990 between Registrant
and Robert D. Scinto, as amended/(2)/
10.10 Lease Agreement dated as of June 26, 2000 between Registrant and
Bannockburn Development Company/(12)/
10.11 Lease Agreement dated as of January 29, 2001 between Registrant
and CDR Federal LLC/(12)/
10.12 *Letter Agreement dated as of September 20, 2000, between
Registrant and Constance Galley/(5)/
10.13 *Letter Agreement dated as of December 5, 1995 between Registrant
and Eric Amster/(2)/
10.14 *Separation and Release Agreement dated as of March 13, 2001
between Registrant and Saydean Zeldin/(13)/
10.15 Accounts Receivable Financing Agreement between the Registrant
and Silicon Valley Bank dated June 22, 2001/(9)/
10.16 Credit Agreement between Registrant and Fleet Nation Bank dated
as of February 25, 2000/(6)/
10.17 Lease Agreement between Registrant and Wilton Realty Investors
Corp. dated June 6, 2000/(5)/
10.18 *Agreement between Registrant and James P. Schadt dated as of
August 21, 2000/(5)/
10.19 *Letter Agreement between Registrant and James P. Schadt dated as
of November 21, 2000/(12)/
10.20 *Letter Agreement between Registrant and Richard Applegate dated
as of July 12, 2001/(13)/
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10.21 *Agreement between Registrant and Patricia Boggs dated December
22, 2000/(12)/
10.22 Lease dated April 20, 2001 between the Registrant and the
Prudential Assurance Company Limited/(9)/
10.23 *Agreement between the Registrant and David Linthicum, dated as
of March 12, 2001/(13)/
10.24 *Agreement between the Registrant and Eileen Garry dated as of
May 25, 2001/(13)/
10.25 *Agreement between the Registrant and Ron Smith dated as of May
31, 2001/(13)/
10.26 *Agreement between the Registrant and Robert J. Farrell dated as
of June 13, 2001/(13)/
10.27 *Agreement between the Registrant and Kenneth J. Hall dated as of
June 28, 2001/(13)/
10.28 *Agreement between the Registrant and Gregory G. O'Brien dated as
of July 11, 2001/(13)/
10.29 *Agreement between the Registrant and Michael Wheeler dated as of
August 16, 2001/(13)/
10.30 *Agreement between the Registrant and Jill Donohoe dated as of
September 18, 2001/(13)/
10.31 *Agreement between the Registrant and Mark Register dated as of
September 25, 2001/(13)/
10.32 *Change of Control Benefits Plan dated as of December 18, 2001
10.33 Accounts Receivable Financing Modification Agreement Dated as of
September 18, 2001 between the Registrant and Silicon Valley Bank
10.34 +Second Loan Modification Agreement dated as of November 28,
2001 between the Registrant and Silicon Valley Bank
10.35 +Deed of Office Lease dated February 22, 2002 between 11720
Sunrise Corp., L.L.C. and the Registrant
13 Consolidated Financial Statements as of and for the years ended
December 31, 2001 and 2000
21 Subsidiaries of the Company
23 Consent of Independent Auditors
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(1) Previously filed as an exhibit to our current Report on Form 8-K dated
September 30, 1999 and incorporated herein by reference.
(2) Previously filed as an exhibit to our Registration Statement on Form S-1
(File No. 333-27293) dated June 5, 1998 and incorporated herein by
reference.
(3) Previously filed as an exhibit to our Registration Statement on Form 8-A
(File No. 000-22667) filed on September 4, 1998 and incorporated herein by
reference.
(4) Previously filed as an exhibit to our Current Report on Form 8-K filed on
September 4, 1998 and incorporated herein by reference.
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(5) Previously filed as an exhibit to our Quarterly Report on Form 10-Q for the
quarter ended September 30, 2000 and incorporated herein by reference.
(6) Previously filed as an exhibit to our Quarterly Report on Form 10-Q for the
quarter ended June 30, 2000 and incorporated herein by reference.
(7) Previously filed as an exhibit to our Current Report on Form 8-K dated
November 13, 1998 and incorporated herein by reference.
(8) Previously filed as an exhibit to our Current Report on Form 8-K dated
March 18, 1999 and incorporated herein by reference.
(9) Previously filed as an exhibit to our Quarterly Report on Form 10-Q for the
quarter ended June 30, 2001 and incorporated herein by reference.
(10) Previously filed as an exhibit to our Current Report on Form 8-K dated
December 21, 2001 and incorporated herein by reference.
(11) Previously filed as an exhibit to our Registration Statement on Form S-3
(File No. 333-76882) dated January 17, 2002 and incorporated herein by
reference.
(12) Previously filed as an exhibit to our Annual Report on Form 10-K for the
fiscal year ended December 31, 2000 and incorporated herein by reference.
(13) Previously filed as an exhibit to our Quarterly Report on Form 10-Q for the
quarter ended September 30, 2001 and incorporated herein by reference.
* Indicates a management contract or compensatory plan, contract or
arrangement.
+ Filed herewith as amended.
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