UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(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, 1997
or
[ ] Transition report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1994
For the transition period from _______ to ________
Commission file number 0-23970
NETWORK PERIPHERALS INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0216135
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1371 McCarthy Boulevard
Milpitas, California 95035
(Address, including zip code, of principal executive offices)
(408) 321-7300
(Registrant's telephone number, including area code)
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 of the Registrant's Common Stock, $0.001 par value,
outstanding as of July 31, 1997 was 12,190,634.
This quarterly report on Form 10-Q consists of 17 pages of which this is page 1.
The Exhibit Index starts on page 16.
NETWORK PERIPHERALS INC.
INDEX TO FORM 10-Q
For the quarter ended
June 30, 1997
PART I. FINANCIAL INFORMATION
Item Page
- ---- ----
1. Financial Statements (unaudited):
a. Consolidated Balance Sheets - June 30, 1997
and December 31, 1996. 3
b. Consolidated Statements of Operations - Three
Months and Six Months Ended June 30, 1997 and 1996 4
c. Consolidated Statements of Cash Flows -- Six
Months Ended June 30, 1997 and 1996. 5
d. Notes to Consolidated Financial Statements 6-7
2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 8-11
PART II. OTHER INFORMATION
4. Submission of Matters to a Vote of Security Holders 12
6. Exhibits and Reports on Form 8-K 13-14
Signatures 15
Index to Exhibits 16-17
NETWORK PERIPHERALS INC.
CONSOLIDATED BALANCE SHEETS - Unaudited
(in thousands, except share and per share data)
June 30, December 31,
1997 1996
-------- --------
ASSETS
Current assets:
Cash and cash equivalents $ 16,767 $ 23,523
Short-term investments 16,328 22,350
Accounts receivable, net of allowance for doubtful
accounts and returns of $1,028 and $1,154, respectively 8,680 8,359
Inventories 8,235 8,228
Deferred income taxes 2,271 2,271
Prepaid expenses and other current assets 2,061 1,843
-------- --------
Total current assets 54,342 66,574
Property and equipment, net 3,928 3,575
Deferred income taxes and other assets 874 443
Goodwill 759 842
-------- --------
$ 59,903 $ 71,434
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,664 $ 2,736
Accrued liabilities 6,755 8,841
-------- --------
Total current liabilities 8,419 11,577
-------- --------
Stockholders' equity :
Preferred Stock, $0.001 par value, 2,000,000 shares
authorized; no shares issued or outstanding -- --
Common Stock, $0.001 par value, 20,000,000
shares authorized; 12,177,853 and 11,954,000, respectively
shares issued and outstanding 12 12
Additional paid-in capital 63,302 62,614
Accumulated deficit (11,830) (2,769)
-------- --------
Total stockholders' equity 51,484 59,857
-------- --------
$ 59,903 $ 71,434
======== ========
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>
NETWORK PERIPHERALS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS - Unaudited
(in thousands except per share data)
Three Months Ended Six Months Ended
June 30, June 30,
-------------------- --------------------
1997 1996 1997 1996
-------- -------- -------- --------
Net sales $ 10,637 $ 12,774 $ 22,643 $ 22,902
Cost of sales 6,513 6,792 12,583 12,990
-------- -------- -------- --------
Gross profit 4,124 5,982 10,060 9,912
-------- -------- -------- --------
Operating expenses:
Research and development 2,376 2,340 4,762 3,952
Marketing and selling 3,986 2,687 7,839 4,732
General and administrative 1,184 951 2,455 1,542
Acquired research and development in
process and product integration costs 6,462 -- 6,462 13,732
-------- -------- -------- --------
Total operating expenses 14,008 5,978 21,518 23,958
-------- -------- -------- --------
Income (loss) from operations (9,884) 4 (11,458) (14,046)
Interest income 369 374 783 929
-------- -------- -------- --------
Income (loss) before income taxes (9,515) 378 (10,675) (13,117)
Provision for (benefit from) income taxes (1,208) 132 (1,614) (30)
-------- -------- -------- --------
Net income (loss) $ (8,307) $ 246 $ (9,061) $(13,087)
======== ======== ======== ========
Net income (loss) per share $ (0.68) $ 0.02 $ (0.75) $ (1.13)
======== ======== ======== ========
Weighted average common and common 12,153 12,333 12,114 11,617
equivalents shares ======== ======== ======== ========
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>
NETWORK PERIPHERALS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS - Unaudited
Increase (Decrease) in Cash and Cash Equivalents
Six Months Ended
June 30,
--------------------
1997 1996
-------- --------
Cash flows from operating activities:
Net loss $ (9,061) $(13,087)
Adjustments to reconcile net loss to
net cash from operating activities:
Depreciation and amortization 1,208 1,341
Amortization of goodwill 283 --
Acquired research and development in process 6,462 13,032
Changes in assets and liabilities (net of effect of
acquisitions)
Accounts receivable (321) (1,937)
Inventories (7) (894)
Prepaid expenses and other assets (605) 526
Accounts payable (1,072) 2,083
Accrued liabilities (2,343) 1,747
-------- --------
Net cash provided by (used in) operating activities (5,456) 2,811
-------- --------
Cash flows from investing activities:
Cash paid for acquisition, net of cash acquired (6,449) (10,401)
Sale of short-term investments 6,022 2,760
Purchases of property and equipment (1,561) (996)
-------- --------
Net cash used in investing activities (1,988) (8,637)
-------- --------
Cash flows from financing activities:
Proceeds from issuance of Common Stock 667 496
-------- --------
Net cash provided by financing activities 667 496
-------- --------
Foreign currency translation 21 --
-------- --------
Net decrease in cash and cash equivalents (6,756) (5,330)
Cash and cash equivalents at beginning of period 23,523 27,210
-------- --------
Cash and cash equivalents at end of period $ 16,767 $ 21,880
======== ========
Supplemental disclosure of cash flow information:
Income taxes paid -- $ 133
======== ========
Supplemental disclosure of noncash investing activity:
Common Stock used for purchase of Nucom -- $ 5,342
======== ========
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>
NETWORK PERIPHERALS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not contain all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, the accompanying unaudited
consolidated financial statements reflect all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair presentation of the
Company's financial condition as of June 30, 1997 and December 31, 1996, the
results of its operations for the three and six month periods ended June 30,
1997 and 1996, and its cash flows for the six month periods ended June 30, 1997
and 1996. These financial statements should be read in conjunction with the
audited financial statements of the Company as of December 31, 1996 and 1995 and
for each of the three years in the period ended December 31, 1996, including
notes thereto, included in the Company's Annual Report on Form 10-K (Commission
File No. 0-23970).
Operating results for the three and six month period ended June 30,
1997 are not necessarily indicative of the results that may be expected for the
year ending December 31, 1997 or for any other future period.
2. NET LOSS PER SHARE
Net income per share is computed using the weighted average number of
common and common equivalent shares outstanding during these periods. Common
equivalent shares consist of stock options (using the treasury stock method).
Common equivalent shares from stock options are excluded from the computation if
their effect is antidilutive. Net loss per share is computed using the weighted
average number of common shares outstanding during the periods. Common stock
equivalents have been excluded from the calculation of weighted average shares
as a result of the operating losses in the six months ended June 30, 1997 and
1996.
3. INVENTORIES
The components of inventory consist of the following (in thousands):
June 30, December 31,
1997 1996
------ ------
Raw materials $3,916 $4,685
Work-in-process 3,204 2,600
Finished goods 1,115 943
------ ------
$8,235 $8,228
====== ======
NETWORK PERIPHERALS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Cont.
4. PROPERTY AND EQUIPMENT
Property and equipment consist of the following (in thousands):
June 30, December 31,
1997 1996
------- -------
Computer and test equipment $ 8,394 $ 7,271
Furniture and fixtures 1,005 817
Leasehold improvements 351 356
------- -------
9,750 8,444
Less: accumulated depreciation (5,822) (4,869)
------- -------
$ 3,928 $ 3,575
======= =======
5. ACCRUED LIABILITIES
The components of accrued liabilities consist of the following (in
thousands):
June 30, December 31,
1997 1996
------ ------
Salaries and benefits $1,946 $2,699
Royalty 749 1,154
Warranty 594 717
Income taxes 290 1,268
Holdback amount from acquisition 441 1,115
Payments received in advance -- 605
Other 2,735 1,283
------ ------
$6,755 $8,841
====== ======
6. ACQUISITION OF NETVISION
Effective April 29, 1997, the Company acquired NetVision Corporation
(NetVision), a privately held company engaged in the development of very high
bandwidth LAN switching and Gigabit Ethernet technologies. The transaction was
accounted for using the purchase method at a cost of $6.5 million, including
payments to NetVision stockholders, the assumption of certain liabilities, and
transaction expenses. The purchase price was allocated to the assets acquired
and liabilities assumed based on the estimated fair market values at the date of
acquisition. The research and development in process represents the estimated
current fair market value of specified technologies, which had not reached
technological feasibility and had no future uses. The allocation of the purchase
price is as follows in (thousands):
Research and development, in process $ 6,462
Goodwill 200
Assets 44
Liabilities assumed (257)
-------
$ 6,449
=======
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
The forward-looking statements included in the succeeding paragraphs
are made in reliance upon the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. The future events described in such statements
involve risks and uncertainties, including:
o the timely development and market acceptance of new products;
o the market demand by customers for the Company's existing products,
including demand by OEM customers for custom products, and the distribution
channels through which such demand is satisfied;
o competitive actions, including pricing actions and the introduction of new
competitive products, that may affect the volume of sales of the Company's
products;
o uninterrupted supply of key components, including semiconductor devices and
other materials, some of which are sourced from a single supplier;
o the cost of materials and components;
o the ability of the Company to recruit, train and retain key personnel,
including engineers and other technical professionals;
o the development of new technologies rendering existing technologies and
products obsolete; and
o general market conditions. In evaluating these forward-looking statements,
consideration should also be given to the Business Risks discussed below in this
interim report.
Net Sales
Net sales for the three months ended June 30, 1997 were $10.6 million,
as compared to $12.8 million for the three months ended June 30, 1996, a
decrease of 17%. Net sales for the six months ended June 30, 1997 were $22.6
million, as compared to $22.9 million for the six months ended June 30, 1996, a
decrease of 1%. The decreases in the three and six month periods reflected price
reductions resulting from competitive pressures and a decline in shipments of
the Company's FDDI adapters, offset in part by increased shipments of Fast
Ethernet switching products. Net sales of Fast Ethernet products increased to
30% and 29% of total sales in the three and six month periods ended June 30,
1997, respectively, as compared to 17% and 11% in the comparable periods in
1996, respectively, reflecting increased demand for products based on Fast
Ethernet technology. As a result of its declining sales in mature FDDI product
lines, the Company does not expect growth in sales for future periods in 1997.
Gross Profit/Margin Gross margin for the three months ended June 30,
1997 was 39%, as compared to 47% for the three months ended June 30, 1996. The
decrease was attributed to price reductions, price credits associated with those
price reductions, and non-recurring charges, including the write-off of excess
FDDI inventory and the costs associated with the transfer of production of FDDI
products from internal operations to an external turnkey-manufacturing partner.
Gross margin for the six months ended June 30, 1997 was 44%, as compared to 43%
for the six months ended June 30, 1996. Non-recurring charges and adjustments
for excess inventory were primary contributors for the lower than historical
gross margin for both six month periods in 1997 and 1996. Additionally, price
reductions and credits also contributed to the low gross margin in the 1997
period. The Company does not believe the gross margin for the three and six
month periods are indicative of future gross margins. The Company believes that
gross margins will improve to historical levels to the extent the Company is
able to increase sales of higher margin Fast Ethernet products and to minimize
non-recurring charges. However, due to the Company's lack of experience with
turnkey manufacturing, competitive price pressures, fluctuations in the cost of
materials and components, product and channel mix, and other factors, the
Company may be unable to improve gross margin.
Acquired Research and Development In-Process
For the quarter ended June 30, 1997, the Company incurred a
non-recurring charge of $6.5 million for in-process research and development
costs related to the acquisition of NetVision Corporation (refer to Note 6).
Research and Development
Research and development expenses for the three months ended June 30,
1997 were $2.4 million, or 22% of net sales, as compared to $2.3 million, or 18%
of net sales, for the corresponding period in 1996. For the six months ended
June 30, 1997 and 1996, research and development expenses were $4.8 million, or
21% of sales, and $4.0 million, or 17% of sales, respectively. The expenses in
the three and six month periods in 1997 are net of contract funding of $168,000
and $217,000, respectively. For the three and six month periods in 1996 contract
funding was $121,000 and $271,000, respectively. The increase in expenditures in
the three and six month periods reflected the addition of staff, facilities and
equipment resulting from the acquisitions of NetVision and NuCom. The increase
is also attributable to the development of new technologies, including Gigabit
Ethernet, and the enhancement and expansion of existing technologies, including
Ethernet switching and network management. The Company believes it is essential
to continue this level of investment in research and development and expects the
dollar level of spending will increase in the future periods of 1997.
Marketing and Selling
Marketing and selling expenses for the three months ended June 30, 1997
were $4.0 million, or 37% of net sales, compared to $2.7 million, or 21% of net
sales, for the corresponding period in 1996. For the six months ended June 30,
1997, and 1996, marketing and selling expenses were $7.8 million, or 35% of
sales, and $4.7 million, or 21% of sales, respectively. The increase in
expenditures in both three and six month periods reflected the addition of
staff, facilities and equipment resulting from the acquisition of NuCom.
Additionally, the Company continued to incur expenses pursuing its marketing
strategy to penetrate the global markets and to establish brand name
recognition. The cost of implementing this strategy included the addition of
sales staff and related overhead costs, and the cost of advertising and
promotional campaigns, and trade shows. The Company expects to realign its
marketing resources and focus on increasing its OEM customer base. This renewed
strategy is expected to decrease total expenditures for marketing and selling in
future periods of 1997.
General and Administrative
General and administrative expenses for the three months ended June 30,
1997 were $1.2 million, or 11% of net sales, compared to $951,000, or 7% of net
sales, in the corresponding period in 1996. For the six months ended June 30,
1997 and 1996, general and administrative expenses were $2.5 million, or 11% of
sales, and $1.5 million, or 7% of sales, respectively. The increase in
expenditures reflected the addition of staff, facilities and equipment resulting
from the acquisition of NuCom. Additionally, to enhance the Company's
information system infrastructure to support future growth, the Company incurred
costs associated with increased staffing, equipment and overhead. The Company
expects the dollar level of general and administrative expenses to remain
relatively unchanged in the future periods of 1997.
Interest Income
Interest income for the three months ended June 30, 1997 was $369,000,
compared to $374,000 in the corresponding period in 1996. For the six months
ended June 30, 1997, and 1996, interest income was $783,000, and $929,000,
respectively. The decrease was the result of reduced level of invested funds as
a result of operating losses and the acquisitions of NetVision and NuCom.
Income Taxes
The Company recorded a tax benefit for the three months ended June 30,
1997 and for the six months ended June 30, 1997 and 1996 using an effective tax
rate of 35%. In recording the benefit, the Company expects to carry-back its net
operating loss to prior years. In the three months ended June 30, 1996, the
Company recorded a tax provision using an effective tax rate of 35%, less than
the statutory rate as a result of tax exempt interest income.
Liquidity and Capital Resources
For the six months ended June 30, 1997, the Company recorded a net loss
of $9.1 million, of which, $6.5 million was due to a non-recurring charge for
in-process research and development purchased in connection with the acquisition
of NetVision.
Cash used in operating activities for the six months ended June 30,
1997 was $5.5 million, primarily due to the operating loss for the period of
$4.2 million, net of the non-recurring charge for in process research and
development of $6.5 million, and a decrease in accounts payable and accrued
liabilities.
Cash used in investing activities for the six months ended June 30,
1997 was $2.0 million, of which $6.5 million was attributed to the acquisition
of NetVision, offset in part by the sale of short term investments of $6.0
million. The remainder of the cash was used for the purchase of equipment to
enhance the information system infrastructure.
Cash provided by financing activities for the six months ended June 30,
1997 was $667,000 resulting from the exercise of stock options.
At June 30, 1997, the Company's principal sources of liquidity were its
cash, cash equivalents and short-term investments of $33.1 million, and $10.0
million available for borrowing under the Company's line of credit. As of June
30, 1997, there were no borrowings outstanding under the Company's bank line of
credit. The Company believes that its balance of cash, cash equivalents,
short-term investments, and available borrowing capacity will be sufficient to
meet the Company's capital and operating requirements for the foreseeable
future.
Acquisition
Effective April 29, 1997, the Company acquired NetVision Corporation.
Refer to Note 6 of Notes to Consolidated Financial Statements.
Business Risks
In addition to the factors addressed in the preceding sections, certain
characteristics and dynamics of the Company's markets, technologies and
operations create risks to the Company's long-term success and to predictable
quarterly results. These risks will also affect the Company's ability to achieve
the results anticipated by the forward-looking statements contained in this
interim report. The Company's quarterly results have in the past varied, and are
expected in the future to vary significantly as a result of factors such as the
timing and shipment of significant orders, new product introductions or
technological advances by the Company and its competitors, market acceptance of
new or enhanced versions of the Company's products, changes in pricing policies
by the Company and its competitors, the mix of distribution channels through
which the Company's products are sold, the mix of products sold, the accuracy of
resellers' forecast of end-user demand, the ability of the Company to obtain
sufficient supplies of sole or limited source components for the Company's
products and general economic conditions. In response to competitive pressures
or new product introductions, the Company may take certain pricing or marketing
actions that could materially and adversely affect the Company's operating
results. In the event of a reduction in the prices of its products, the Company
has committed to providing retroactive price adjustments on inventories held by
its distributors, which could have the effect of reducing margins and operating
results. In addition, changes in the mix of products sold and the mix of
distribution channels through which the Company's products are sold may cause
fluctuations in the Company's gross margins. The Company's expense levels are
based, in part, on its expectations of its future revenue and, as a result, net
income would be disproportionately affected by a reduction in revenue. Due to
the potential quarterly fluctuation in operating results, the Company believes
that quarter-to-quarter comparisons of its results of operations are not
necessarily meaningful and should not be relied upon as indicators of future
performance.
The markets for the Company's products are characterized by rapidly
changing technology, evolving industry standards, frequent new product
introductions and short product life cycles. These changes can adversely affect
the business and operating results of industry participants. The Company's
success will depend upon its ability to enhance its existing products and to
develop and introduce, on a timely and cost-effective basis, new products that
keep pace with technological developments and emerging industry standards and
address increasingly sophisticated customer requirements. The inability to
develop and manufacture new products in a timely manner, the existence of
reliability, quality or availability problems in the products or their component
parts, the failure to obtain reliable subcontractors for volume production and
testing of mature products, or the failure to achieve market acceptance would
have a material adverse effect on the Company's business and operating results.
The markets in which the Company competes are also characterized by
intense competition. Several of the Company's competitors have significantly
broader product offerings and greater financial, technical, marketing and other
resources and finished installed bases than the Company. These larger
competitors may also be able to obtain higher priority for their products from
distributors and other resellers that carry products of many companies. These
competitive pressures could adversely affect the Company's business and
operating results.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a) The company held its annual meeting of stockholders on April
24, 1997.
(b) The election of two Class III Directors for a term expiring in
the year 2000 was voted at the meeting and there were
9,977,446 shares of Common Stock represented in person and by
proxy. Glenn E. Penisten received 9,494,196 votes for, 0 votes
against, and 483,250 votes abstained. Charles J. Hart received
9,484,167 votes for, 0 votes against, and 493,279 votes
abstained. Broker non-votes were counted as abstentions. In
addition to the foregoing, Pauline Lo Alker, Kenneth Levy, and
William P. Tai will continue to serve until their successors
have been elected and qualified. Effective May 12, 1997, Ann
S. Bowers resigned as a member of the Board of Directors and
was replaced by Joe Marengi in July 1997.
(c) On a proposal to ratify the Company's 1997 Stock Plan,
3,862,237 shares were voted for the proposal, 864,209 shares
were voted against the proposal, and 55,888 shares abstained.
Broker non-votes were counted as abstentions.
(d) On a proposal to ratify the amendments to the Company's 1994
Outside Directors Stock Option Plan to I) change the formula
for granting option, II) change the option vesting provisions
applicable in the event of a change in control of the Company,
and III) revise the requirements for stockholder approval of
subsequent amendments to the plan, 8,193,739 shares were voted
for the proposal, 771,862 shares were voted against the
proposal, and 54,407 shares abstained. Broker non-votes were
counted as abstentions.
(e) On a proposal to ratify the appointment of Price Waterhouse as
the Company's independent accountants, 9,874,151 shares were
voted for the proposal, 94,991 shares were voted against the
proposal, and 8,304 shares abstained. Broker non-votes were
counted as abstentions.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
--------
3.1(1) Amended and Restated Certificate of
Incorporation.
3.2(1) By-Laws.
4.1(1) Fourth Amended and Restated Investor Rights
Agreement dated July 15, 1993.
10.1(1)* Form of Indemnity Agreement for directors and
officers.
10.2(1)* Amended and Restated 1993 Stock Option Plan
and forms of agreement thereunder.
10.3(1)* 1994 Employee Stock Purchase Plan.
10.4(1)* 1994 Outside Directors Stock Option Plan and
form of agreement thereunder.
10.9(1) Facilities Lease dated August 8, 1991 with
John Arrillaga, Trustee, or his Trustee, or
his Successor Trustee UTA dated 7/20/77, as
amended, and Richard T. Peery, Trustee, or his
Successor Trustee UTA dated 7/20/77, as
amended.
10.12(1)(2) OEM Purchase Agreement with Network General
Corporation dated March 4, 1991.
10.13(1)(2) Authorized Distributor Agreement with Westcon,
Inc. dated March 4, 1993.
10.14(3) Amendment No. 1 to Facilities Lease dated June
1, 1994 with John Arrillaga, Trustee, or his
Successor Trustee UTA dated 7/20/77, as
amended, and Richard T. Peery, Trustee, or his
Successor Trustee UTA dated 7/20/77, as
amended.
10.15(3) Facilities Lease dated June 1, 1994 with John
Arrillaga, Trustee, or his Successor Trustee
UTA dated 7/20/77, as amended, and Richard T.
Peery, Trustee, or his Successor Trustee UTA
dated 7/20/77, as amended.
10.16(4) Salary continuation agreement dated as of
March 22, 1995 with Pauline Lo Alker.
10.18(5) Purchase Agreement among Network Peripherals
Inc., Network Peripherals, Ltd., NuCom
Systems, Inc., and the shareholders of NuCom,
dated January 31, 1996.
10.21(4) Employment agreement dated January 1997 with
Truman Cole
10.22(4) Line of Credit Agreement with Sumitomo Bank
dated October 2, 1996
10.23(4) Agreement with Glenn Peniston dated May 15,
1996
10.24 Salary continuation agreement dated April 1997
with Charles Hart
10.25 Salary continuation agreement dated April 1997
with Robert Hersh
10.26(6) Purchase Agreement among Network Peripherals
Inc., Network Peripherals, Ltd., NetVision
Corporation, and the shareholders of
NetVision, dated April 29, 1997.
10.27 1997 Stock Option Plan
10.28 Amended 1994 Outside Directors Option Plan
27 Financial Data Schedule
(b) Reports on Form 8-K
Current Report on Form 8-K, dated May 14, 1997 reported under
item 2., the Company's acquisition of NetVision Corporation.
(1) Incorporated by reference to the corresponding
Exhibit previously filed as an Exhibit to the
Registrant's Registration Statement on Form S-1.
(File No. 33-78350)
(2) Confidential treatment has been granted as to part of
this Exhibit.
(3) Incorporated by reference to the corresponding
Exhibit previously filed as an Exhibit to the
Registrant's Quarterly Report on Form 10-Q for the
period ended June 30, 1994 (File No. 0-23970).
(4) Incorporated by reference to the corresponding
exhibit in the Registrant's Annual Report on Form
10-K for the year ended December 31, 1995 (File No.
0-23970)
(5) Incorporated by reference to the Registrants report
on Form 8-K filed on March 31, 1996 (File No.
0-23970)
(6) Incorporated by reference to the Registrants' report
on form 8-K filed on May 14, 1997.
Signatures
Pursuant to the requirements 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.
NETWORK PERIPHERALS INC.
Date: August 14, 1997 By: \s\ ROBERT HERSH
-----------------
Robert Hersh
Vice President, Finance
Chief Financial Officer
(Principal Financial and Accounting
Officer)
INDEX TO EXHIBITS
Exhibit
Number Description of Document
- ------ -----------------------
3.1(1) Amended and Restated Certificate of Incorporation.
3.2(1) By-Laws.
4.1(1) Fourth Amended and Restated Investor Rights Agreement dated
July 15, 1993.
10.1(1)* Form of Indemnity Agreement for directors and officers.
10.2(1)* Amended and Restated 1993 Stock Option Plan and forms of
agreement thereunder.
10.3(1)* 1994 Employee Stock Purchase Plan.
10.4(1)* 1994 Outside Directors Stock Option Plan and form of agreement
thereunder.
10.9(1) Facilities Lease dated August 8, 1991 with John Arrillaga,
Trustee, or his Trustee, or his Successor Trustee UTA dated
7/20/77, as amended, and Richard T. Peery, Trustee, or his
Successor Trustee UTA dated 7/20/77, as amended.
10.12(1)(2) OEM Purchase Agreement with Network General Corporation dated
March 4, 1991.
10.13(1)(2) Authorized Distributor Agreement with Westcon, Inc. dated
March 4, 1993.
10.14(3) Amendment No. 1 to Facilities Lease dated June 1, 1994 with
John Arrillaga, Trustee, or his Successor Trustee UTA dated
7/20/77, as amended, and Richard T. Peery, Trustee, or his
Successor Trustee UTA dated 7/20/77, as amended.
10.15(3) Facilities Lease dated June 1, 1994 with John Arrillaga,
Trustee, or his Successor Trustee UTA dated 7/20/77, as
amended, and Richard T. Peery, Trustee, or his Successor
Trustee UTA dated 7/20/77, as amended.
10.16(4) Salary continuation agreement dated as of March 22, 1995 with
Pauline Lo Alker.
10.18(5) Purchase Agreement among Network Peripherals Inc., Network
Peripherals, Ltd., NuCom Systems, Inc., and the shareholders
of NuCom, dated January 31, 1996.
10.21(4) Employment agreement dated January 1997 with Truman Cole
10.22(4) Line of Credit Agreement with Sumitomo Bank dated October 2,
1996
10.23(4) Agreement with Glenn Peniston dated May 15, 1996
10.24 Salary continuation agreement dated April 1997 with Charles
Hart
10.25 Salary continuation agreement dated April 1997 with Robert
Hersh
10.26(6) Purchase Agreement among Network Peripherals Inc., Network
Peripherals, Ltd., NetVision Corporation, and the shareholders
of NetVision, dated April 29, 1997.
10.27 1997 Stock Option Plan
10.28 Amended 1994 Outside Directors Option Plan
27 Financial Data Schedule
(1) Incorporated by reference to the corresponding Exhibit
previously filed as an Exhibit to the Registrant's
Registration Statement on Form S-1. (File No. 33-78350).
(2) Confidential treatment has been granted as to part of this
Exhibit.
(3) Incorporated by reference to the corresponding Exhibit
previously filed as an Exhibit to the Registrant's Quarterly
Report on Form 10-Q for the period ended June 30, 1994 (File
No. 0-23970).
(4) Incorporated by reference to the corresponding exhibit in the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995 (File No. 0-23970).
(5) Incorporated by reference to the Registrants' report on Form
8-K filed on March 31, 1996 (File No. 0-23970).
(6) Incorporated by reference to the corresponding exhibit in the
Registrant's Quarterly Report on Form 10-Q for the period
ended June 30, 1996.