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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended Commission File No. 0-11336
September 30, 1999
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CIPRICO INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 41-1749708
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2800 CAMPUS DRIVE
PLYMOUTH, MINNESOTA 55441
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number,
Including Area Code: (612) 551-4000
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Securities registered pursuant to Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock
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Indicate by checkmark 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
requirement for the past 90 days. Yes [X] No [ ]
Indicate by checkmark 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 [ ]
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The aggregate market value of the Common Stock held by nonaffiliates of the
Registrant as of December 9, 1999 was approximately $53,322,989 (based upon the
last sale price of the Registrant's Common Stock on such date).
Shares of Common Stock outstanding at December 9, 1999: 4,960,278 shares
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Shareholders for the fiscal year
ended September 30, 1999 are incorporated by reference in Part II and portions
of the Registrant's Proxy Statement for the 2000 Annual Meeting of Shareholders
are incorporated herein by reference in Part III, as indicated.
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
GENERAL DEVELOPMENT OF BUSINESS
Ciprico Inc. and its subsidiaries (Ciprico, Company, Registrant) design,
manufacture and market high-performance, direct-attached and networked storage
solutions, including intelligent disk array hardware, software and services.
Ciprico storage solutions are designed for visual computing applications ranging
from high speed image data capture, through processing and analysis, to
real-time playback at sustained performance levels. The Company's products are
compatible with industry standard architectures enabling users to interface with
the primary open architecture computing platforms found in the visual computing
market designed by Silicon Graphics, Inc. ("Silicon Graphics"), Sun
Microsystems, Inc., Hewlett-Packard Company, IBM Corporation and Apple Computer,
Inc. The Company is ISO 9001 certified, an international quality standard.
The Company was incorporated under the name Computer Products Corporation
in February 1978 and changed its name to Ciprico Inc. in May 1983. Until
September 1980, substantially all of the Company's revenues were generated from
engineering consulting services provided to manufacturers and end users of
computer systems. The Company began development of its controller based products
in January 1980 and shipped its first controller product in September of the
same year. The controller board products are becoming a smaller portion of the
Company's business as it focuses on its disk array markets.
In late 1990 the Company introduced for sale its first RAID (redundant
array of independent disks). Since then, the Company has continued to advance
the technology with new product introductions. The Company's disk arrays are
designed to meet the demanding data transfer rate, storage capacity and data
redundancy needs of the visual computing market. Visual computing refers to the
digital representation and complex image processing of film, video, graphics,
photographs, animation, special effects, three dimensional images and other
images. Like many other computer applications, the trend in visual computing is
toward random access, digital data storage and away from traditional analog tape
storage or film methods. The Company's targeted market segments are
entertainment, geospatial imaging, geosciences, medical imaging and digital
prepress. The Company now offers several series of RAID-3 disk arrays. Since
1990, Ciprico has focused on designing leading edge, high performance disk
arrays specifically for use in the Company's targeted market segments,
delivering high quality service through extensive customer training and support
programs, and building a sales organization capable of supporting increased
demand for the Company's products.
Statements in this Form 10-K that are forward-looking involve risks and
uncertainties. The Company's actual results could differ materially from those
expressed in any forward-looking statements. For a discussion of these risks and
uncertainties, see "Management's Discussion and Analysis--Forward-Looking
Information."
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NARRATIVE DESCRIPTION OF BUSINESS
(1) PRODUCTS AND SERVICES.
PRODUCTS.
The Company's product line consists mainly of disk arrays, with a small
segment of sales from controllers. Both product lines provide the highest levels
of performance while maintaining connectivity consistent with industry
standards.
The Company introduced its first generation RAID-3 disk array product in
1990. Since then, Ciprico has introduced several new disk array products to meet
the changing needs of its customers. Ciprico now offers customers a choice of
several different series of disk arrays depending on their needs. Prices for the
Company's disk arrays generally range from a list price of $14,000 to $65,000
per disk array depending on the features selected by the customer. Applications
may require one or several disk arrays.
The Company designs, develops and manufactures all of its disk array
products to operate within industry standards and at peak performance levels.
The controller board, internal packaging, component integration and cabinet
design are all results of Ciprico's engineering expertise. Disk drives and power
supplies are mounted on easily removable shuttles which make replacements
simple.
6900 Series. Introduced in 1996, Ciprico's 6900 Series disk arrays use the
SCSI peripheral interface standard UltraSCSI. While maintaining compatibility
with SCSI-2, the UltraSCSI interface offers a transfer rate of 40 MBs per
second, twice the speed of Fast Wide SCSI-2. Before the introduction of
UltraSCSI, multiple disk arrays had to be striped together to increase transfer
rates. With one 6900 Series UltraSCSI disk array, a user can retrieve 24-bit
color, uncompressed video images at a real-time speed of 30 frames per second.
The Company's 6900 Series offers customers eight data drives plus one redundant
drive, which together provide a storage capacity of 144 gigabytes (GB) to 288
GB. The 6900 Series also includes several redundancy features, including hot
swap drives and power supplies.
6500 Series. The 6500 Series of disk arrays, targeted at entry-level or
low-cost application environments, began shipping in the fall of 1996. The 6500
Series utilizes the Ultra SCSI interface, offers 40 MB per second transfer rate
and allows users to swap disk drives without losing data or performance. Unlike
Ciprico's 6900 and 7000 products, the 6500 product uses ATA-2 disk drives (also
known as IDE disk drives) internally. ATA disk drives are most commonly found in
personal computers. Use of these drives enables the Company to offer a low-cost
solution to customers while meeting their performance, data redundancy and cost
requirements. The disk arrays are available in an 8 + 1 configuration and have
storage capacities ranging from 67 to 300 GB. The 6500 Series can be striped or
daisy-chained together for additional capacity.
7000 Fibre Channel Series. In fiscal 1997, Ciprico began shipping its 7000
Series disk array, the industry's first disk array to offer a host interface
compatible with full speed Fibre Channel. Fibre Channel is the fastest interface
currently available. The 7000 Series offers a peak transfer rate of 100 MB per
second and a sustained transfer rate in excess of 90 MB per second.
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This disk array is capable of transferring uncompressed video images in
real-time to preserve quality, or simultaneously transferring several dozen
streams of compressed video images. The 7000 Series is based on SCSI drive
technology and consists of nine Fast/Wide SCSI drives, each connected to a
dedicated channel. The storage capacities supported by the 7000 Series disk
arrays range from 72 GB to 400 GB. A total rack system storage capacity can grow
to over 2 terabytes with only seven arrays. The 7000 Series has hot swap disk
drives, power supplies and fans.
FibreSTORE Products. Ciprico announced its new family of RAID disk arrays
in 1998. The initial member of the family, the FibreSTORE JBOD (just a bunch of
drives) began shipping in December 1998. It features full Fibre Channel
connectivity between the disk drives as well as to the host computer, full dual
loop Fibre Channel connections and redundant power supplies and fans.
Configurations of up to seven FibreSTORE enclosures containing up to 63 Fibre
Channel disk drives have been fully tested and supported. Fibre STORE offers the
performance features of Fibre Channel for applications that do not require RAID
protection.
The second member of the family, FibreSTORE RAID was introduced in October
1999. FibreSTORE RAID adds data redundancy features to FibreSTORE insuring
uninterrupted data availability at full performance levels and service without
disruption. The new FibreSTORE RAID system can be configured with single or dual
RAID controllers and up to 2.8 terabytes of Fibre Channel disk storage in a
single rack. Each controller is a fully independent, caching controller designed
to give optimum performance in data streaming applications such as digital video
and multiple stream video playback. It is designed to deliver continuous,
sustainable data rates at close to 200 MB per second with the dual controller
option.
Software Utilities. Ciprico qualifies all of its disk array products with
popular host adapters for standard platforms to optimize compatibility with its
customer's systems. For each of the popular host computers and operating
systems, Ciprico develops and tests interface adapter and utility software
packages to enable the disk arrays to be conveniently connected by the customer.
The current packages include:
Spectra Series. Ciprico has developed, in cooperation with Silicon
Graphics, the Spectra Series to work with Silicon Graphics platforms. The 6500,
6900 and 7000 Series of disk arrays may all be ordered as a Spectra package.
Included in the Spectra package is a Ciprico disk array, an adapter for certain
models, and a set of software utilities. These graphical user interface-based
utilities were written by Ciprico to facilitate and simplify the installation
and use of a Ciprico disk array with a Silicon Graphics platform.
Halo Series. Ciprico has developed the Halo Series to work with Sun
Microsystems UltraSPARC product line. Currently, only the 7000 Series disk array
may be ordered as a Halo package, with other disk arrays to be offered as market
needs arise. Included in the Halo package is a Ciprico 7000 disk array, the
Fibre Channel adapter card, inter-connect cables, and an extensive GUI-based set
of software utilities for easy configuration and monitoring of disk array
performance.
RaidiaNT Series. RaidiaNT is a packaged, fully-integrated hardware/software
RAID disk array storage solution for the NT environment. Based on Ciprico's 7000
Series of Fibre Channel RAID disk arrays, the package includes all components
necessary to take advantage of the performance of full-speed Fibre Channel,
including a PCI to Fibre Channel adapter and a graphical
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user interface (GUI) utility package. The 7000 product has been certified as
Windows NT compatible by Microsoft Corporation.
Controllers. Prior to 1994, the Company's sales were largely attributed to
controller boards, peripheral input/output connectors for tape and disk drives.
In the early 1990s, as the controller market weakened, the Company transitioned
its focus to the RAID-3 disk array markets. While the Company continues to sell
controller boards, it expects such sales to represent a decreasing percentage of
net sales.
Storage Area Networks. Crossing all of Ciprico's vertical markets is the
emerging market for Storage Area Networks (SANS). This is a Fibre Channel based,
networking infrastructure that provides storage advantages over the traditional
networking architecture. Ciprico is involved in the emerging market for
heterogeneous file sharing through SAN architectures which will leverage the
capabilities of the Company's disk array products with Fibre Channel components
from other vendors to deliver the benefits of sharing visual data in
cross-platform environments.
SERVICES.
Ciprico provides its customers with ongoing technical assistance and
flexible spare parts options to assure failures are identified and repairs are
made quickly. The Advantage Support Program allows the customer to choose which
spares it will rent for its disk array support. With the Safety Net Spares
Program, critical spare parts are located at the customer's site on a
consignment basis, while other spare parts are available upon request with
next-day delivery. A new spares purchase/ hot spares program allows the customer
to select and purchase on site spare components to support their production
environment and purchase a hot spares service option that provides the customer
with delivery of replacement parts from an authorized Ciprico parts depot. All
service options provide training for the customer's technicians and access to
the Company's telephone support services. Telephone support specialists are
available 24 hours per day, 7 days per week through the Company's toll-free help
line.
The Company also provides a return-to-factory parts and labor warranty
against defects in materials and workmanship covering a period of three years
from the date of shipment to customers. Extended warranty and maintenance
services are also offered to customers as the primary warranty expires. All
repair work for the Company's products is presently done at the Company's
Plymouth, Minnesota, manufacturing facility.
(2) MARKETING AND DISTRIBUTION.
MARKETS.
The Company's market focus is visual computing applications. Within the visual
computing market, the Company focuses on entertainment, geospatial imaging,
geosciences and other emerging markets such as medical imaging and digital
prepress market segments. Each of these market segments requires the high data
transfer rate performance, large storage capacity and redundancy provided by the
Company's RAID-3 disk arrays.
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Entertainment. The entertainment market segment includes companies that
create, edit, manipulate and broadcast images, in real-time playback, using
digital technology instead of linear film and video tape. This industry includes
movie studios, post-production houses and video production facilities.
Applications within this market have traditionally included applications such as
3D animation, special effects, film restoration and editing. Film/video
production requires extremely high image resolution because the final image will
be enlarged many times when it is displayed on a movie screen.
An emerging segment of the entertainment market is the digital broadcast
market, with the new high definition television (HDTV) standards mandated in the
U.S. Broadcast and video services applications require very high bandwidth to
supply many simultaneous video streams to multiple users and there can be no
interruptions in service, which cause dead air time. With images stored as data,
new applications for storage devices within the television broadcast segment
will include electronic news gathering, commercial and promotional insertion and
TV broadcast. Digital broadcast markets will also include such applications as
campus and distance learning, movies on demand and in-flight entertainment
systems.
Geospatial Imaging. The geospatial imaging market segment consists of
commercial companies and military and government agencies that capture, archive
and review imagery data collected from airborne or space-based satellite
sensors. This market has three primary applications where Ciprico disk arrays
are best suited: data capture, image processing and archiving, and mission
planning and rehearsal. Data capture is the process of collecting the imagery
data, either by use of an imaging satellite or an aircraft equipped with imaging
capabilities. A single image frame ranges from a few megabytes up to 14
gigabytes in size, with the data capture phase requiring the collection of
hundreds of frames per day. In the case of satellite based imagery sensors,
Ciprico disk arrays are used at the supporting ground stations. As the satellite
passes overhead of the groundstation, the data is downlinked at very high data
rates. For airborne applications, Ciprico arrays are on-board the aircraft and
the imagery data is also captured at a very high rate. In the image processing
and archiving applications, the imagery data created from the capture phase must
be processed before it is usable for end-users. Once processed, the imagery data
is stored into digital asset management databases for fast query and retrieval.
These databases often reach multiple terabytes in size and require the high
bandwidth performance Ciprico disk arrays provide. In the mission planning and
rehearsal application, imagery data is fused with other battlefield information
to enable military commanders to view 3D maps of the areas of interest, and
assist them in their mission planning efforts. Mission rehearsal allows preview
and rehearsal of a mission using high resolution 3D imagery data sets of the
area of interest prior to the actual execution of a mission.
Ciprico's disk arrays deliver high performance transfer rates, typically
real-time, that are required by users in the geospatial imaging market segment.
Geosciences. The geosciences market segment is comprised mainly of the
major oil and gas exploration companies. This market segment has undergone
dramatic changes in recent years with the introduction of 3D and 4D (motion)
technology. Seismic data is typically generated by detonating an explosive
charge, sending shock vibrations beneath the earth's surface, which reflect
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off underground geological formations. The seismic data, which can be measured
in terabytes (1,000 GB), is recorded, processed to about one-tenth of its
original data size and stored digitally. The processing and interpretation of
the seismic data may take days or even weeks, during which time a Ciprico disk
array's redundancy features are critical should a disk drive or power supply
fail. By using high performance workstations and disk arrays, the seismic
information can be displayed through 3D images representing underground
geological formations, enabling the exploration company to locate oil fields and
determine optimal drilling sites.
Other Markets. The Company's products are also used in applications in
the medical imaging market segment and digital prepress market segment. Within
the medical imaging market segment, applications for Ciprico disk arrays include
diagnostic imaging, picture archival communication systems and 3-D imaging
applications. When a patient is undergoing an image acquisition procedure,
imaging systems need to capture and display image data 100% of the time. Ciprico
disk arrays provide the performance and redundancy that is required for these
medical applications.
Within the digital prepress market segment, computer-to-plate or
direct-to-press manufacturers utilize disk arrays to optimize performance.
Digital technology eliminates the material costs of photographic film, increases
the quality and accuracy of image reproduction, and provides the printer with
tools for quick turnaround. As the printing industry endorses digital technology
to reduce cost, improve flexibility and shorten production schedules, new
opportunities are developing within the prepress market. RAID-based disk storage
provides many features and benefits for improving the capabilities of digital
prepress applications.
DISTRIBUTION.
The Company has identified segments of the visual computing market and
allocated marketing resources to support its principal market segments. Market
managers with an in-depth understanding of the market applications develop a
comprehensive marketing plan tailored to the needs of each market segment,
including market and promotional strategy. In addition, the Company relies on
its experienced application engineers to support the Company's marketing and
sales efforts.
The Company's products are sold through a combination of direct sales
people, system integrators, and value-added dealers (VADs). Ciprico's direct
sales organization is primarily responsible for "demand creation" activities and
customer development. The Company has direct sales representatives in the
Boston, Washington D.C., Midwest, Texas, California, and Pacific Northwest
sections of North America. The Company has international sales and service
offices in Newbury, England, Singapore and Tokyo.
As part of the Company's marketing and sales strategy, the Company enters
into relationships with companies who could play an important role in the
successful marketing of the Company's products. The Company's disk arrays are
sold to OEMs for inclusion in their own computer systems, to systems
integrators, and large end-users (including government departments and
agencies). The initial sales process is complex, requiring interaction with
several layers of the
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customer's organization and extensive technical exchanges as well as product
demonstrations. As a result, the Company's typical sales cycle can span up to
nine months.
The Company has developed a strong relationship with Silicon Graphics,
Inc. (SGI) a leading manufacturer of computer platforms in the visual computing
market. In February 1998, the Company announced that after completion of
extensive testing of Ciprico's products, SGI had agreed to become a reseller of
Ciprico's RAID 3 disk arrays. In 1999 and 1998, sales through SGI totaled $9.1
million and $11 million, respectively.
(3) STATUS OF NEW PRODUCTS.
See item (10) below.
(4) COMPETITION.
The market for all levels of RAID disk arrays is highly competitive.
The Company competes with other disk array manufacturers, with manufacturers of
proprietary integrated computer systems and with systems integrators that market
computer systems which contain general purpose RAID disk arrays. Such
competitors often offer systems at lower prices than those offered by the
Company and the Company must compete on the basis of product performance in
specific applications. Many of these competitors have greater financial,
manufacturing and marketing resources than those of the Company.
The Company's ability to compete successfully depends upon its ability
to continue to develop high performance products that obtain market acceptance
and can be sold at increasingly competitive prices. Although the Company
believes that its RAID disk array products have certain competitive advantages,
there can be no assurance that the Company will be able to compete successfully
in the future or that other companies may not develop products with greater
performance and thus reduce the demand for the Company's products, or that the
Company will not encounter increased price competition for such products which
could materially and adversely affect the Company's operating results. Also, the
Company's OEM customers and other manufacturers could develop their own disk
arrays or could integrate competitive RAID disk arrays into their systems rather
than the Company's products, which could materially and adversely affect the
Company's operating results.
(5) SOURCES AND AVAILABILITY OF RAW MATERIALS.
The Company's controller products are comprised of a printed circuit
board made up of various integrated circuits and miscellaneous electronic
components. Many of the components are industry standard parts and readily
available from many suppliers at competitive prices. The board assemblies are
purchased from an ISO 9000, independent board assembly firm which manufactures
the assemblies to the Company's specifications. The completed board assembly is
received at the
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Company's plant where it is subject to test procedures to insure product
performance, reliability and quality.
The disk array is comprised mainly of a controller, metal cabinet, disk
drives, power supply and other miscellaneous parts. The metal enclosure and
power supply are specified to the Company's needs, but alternative sources for
the components are available. The Company has strategic partners with which it
works closely to fill these needs. The principal suppliers are Arrow
Electronics, Inc., Bell Microproducts, Inc., MCMS, Inc. and Du Fresne
Manufacturing Co.
The Company depends heavily on its suppliers to provide high quality
materials on a timely basis and at reasonable prices. Although many of the
components for the Company's products are available from numerous sources at
competitive prices, certain of the disk drives used in its products are
presently purchased by the Company from a single source. Furthermore, because of
increased industry demand for many of those components, their manufacturers may,
from time to time, not be able to make delivery on orders on a timely basis. In
addition, manufacturers of components on which the Company relies may choose,
for numerous reasons, not to continue to make those components, or the next
generation of those components, available to the Company.
The Company has no long-term supply contracts. There can be no
assurance that the Company will be able to obtain, on a timely basis, all of the
components it requires. If the Company cannot obtain essential components as
required, the Company could be unable to meet demand for its products, thereby
materially adversely affecting its operating results and allowing competitors to
gain market share. In addition, scarcity of such components could result in cost
increases and adversely affect the Company's operating results.
Assembly operations for the Company are ISO 9001 certified, located in
Plymouth, Minnesota and are typical of the electronics industry with no unusual
methods or equipment required. The sophisticated nature of the Company's
products does, however, require extensive testing by skilled personnel. The
Company utilizes specialized testing equipment and maintains an internal test
engineering group to provide this product support.
(6) CUSTOMER DEPENDENCE.
The Company's products are sold to a broad base of customers. In 1999
and 1998, sales through Silicon Graphics, Inc. totaled $9.1 million and $11.0
million, respectively. A customer in the geospatial imaging market, a department
of the U.S. Navy, made up 13%, 8% and 10% of net sales in 1999, 1998 and 1997,
respectively.
(7) PATENTS AND TRADEMARKS.
The Company has no patents, and does not consider ownership of patents
to be material to its business. The Company believes that the rapidly changing
technology in the computer industry makes the Company's future success dependent
more on the technical competence and creative skills of its personnel than on
any patents it may be able to obtain. However, protection of the
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Company's proprietary hardware, firmware and software is very important to the
Company. It relies upon trade secrecy and confidentiality agreements with its
employees and customers, rather than on patent or copyright protection, to
preserve its intellectual property rights in this material. The Company has
obtained federal registrations for the trademarks Ciprico(R), and Spectra
6000(R) and has registrations pending for trademarks for HALO(TM),
FibreSTORE(TM), and SANity(TM).
(8) BACKLOG AND GOVERNMENT APPROVALS.
The Company historically has operated on low levels of backlog, and
therefore, does not consider the level of backlog to be indicative of future
operating results. As of September 30, 1999, the Company had $247 thousand in
backlog which is scheduled to ship in fiscal 2000. The Company is not required
to obtain government approval of its products.
(9) EFFECT OF GOVERNMENT REGULATIONS.
The Company does not believe that any existing or proposed governmental
regulations will have a material effect on its business.
(10) RESEARCH AND NEW PRODUCT DEVELOPMENT.
The Company operates in an industry subject to rapid technological
change. Its goals in research and development are to develop leading edge
products that adhere to industry standards. The Company's ability to achieve
this goal is largely dependent upon its ability to anticipate and respond to
change. The Company uses engineering design teams that work cross-functionally
with marketing managers, application engineers and customers to develop products
and product enhancements. Computer input/output interface standards are
maintained and an extensive disk drive qualification program is in place to
monitor off-the-shelf disk drives to ensure the quality and performance of the
disk drives integrated into the Company's disk arrays. As part of its
development strategy, the Company actively seeks available, cooperative and
co-development activities with industry leaders in the hardware, software and
systems businesses, such as Silicon Graphics.
Ciprico's research and development efforts have been successful as
demonstrated by such accomplishments as offering the first RAID-3 disk array to
achieve real-time playback of uncompressed video, and the first and only RAID-3
provider to be approved for resale by Silicon Graphics, Inc. In 1996, the
Company announced its first product utilizing the new Fibre Channel interface.
The Company invested significant resources in the development of its Fibre
Channel disk array and was the first manufacturer to introduce a disk array
integrating this new interface. Volume shipments of this product began in
November 1996 and continue to be strong. An entirely new family of Fibre Channel
products, the FibreSTORE family of digital storage systems, was introduced
during fiscal 1999. The system offers flexibility in architecture, performance,
fault-tolerance and capacity. With its modular design, FibreSTORE products can
be configured with
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zero, single or dual RAID controllers, power fail cache memory, hot-spare drives
and with multiple disk enclosures for multiple terabytes of storage.
Software development programs and product introductions are also within
the Company's research and development strategy. Platform specific software
packages for the SGI and SUN/Solaris platforms are being upgraded to enhance the
new FibreSTORE product family. RaidiaNT, a software package for the Windows NT
operating system was completed and introduced in 1998. All of the Company's
products are SAN-ready and in fiscal 2000, the Company expects to further
explore the market for Storage Area Network (SAN) solutions.
The Company invested $4,056,000, $4,527,000 and $3,172,000 in research
and development expenses in fiscal 1999, 1998 and 1997, respectively. All of the
Company's research and development expenditures are expensed as incurred. At
November 30, 1999, the Company had 28 full-time employees engaged in research
and development activities.
The Company does not have significant firm orders for its development
stage products. There is no assurance that any of the Company's development
programs will be completed or that the resulting products, if any, will be
marketed successfully.
(11) ENVIRONMENTAL REGULATION.
Compliance by the Company with present federal, state and local
provisions regulating the discharge of material into the environment, or
otherwise relating to the protection of the environment, has not had and is not
expected to have any material effect upon the capital expenditures, earnings or
competitive position of the Company.
(12) EMPLOYEES.
At November 30, 1999, the Company had 112 full-time employees, of which
20 were engaged in manufacturing, 28 in engineering and research and
development, 53 in sales, sales support and marketing and 11 in general
management and administration. None of the Company's employees are represented
by a labor union. The Company has experienced no work stoppages and believes
that its employee relations are good.
Management believes that the future success of the Company will depend
in part on its ability to attract and retain qualified technical, management and
marketing personnel. Such experienced personnel are in great demand, and the
Company must compete for their services with other firms which may be able to
offer more favorable benefits.
ITEM 2. DESCRIPTION OF PROPERTY
The Company's administrative headquarters, manufacturing and research
and development operations are located in one building in Plymouth, Minnesota,
totaling approximately 36,400
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square feet. The lease for this space expires in October 2002. The Company
believes that its existing facilities and equipment are well maintained and in
good operating condition. The Company owns most of the equipment used in its
operations. Such equipment consists primarily of manufacturing and test
equipment, tools, fixtures and computer hardware and software.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to nor is any of its property subject to any
material pending legal proceedings, nor are any material legal proceedings known
to be contemplated by governmental authorities or others.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders through the
solicitation of proxies or otherwise during the fourth quarter of the Company's
fiscal year.
EXECUTIVE OFFICERS OF THE REGISTRANT
The names, ages and positions of the Company's executive officers are as
follows:
Name Age Position(s)
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Robert H. Kill 52 Chairman of the Board, President
and Chief Executive Officer
Stephen R. Hansen 47 Vice President - Product Development
and Operations
Joan K. Berg 47 Vice President of Finance,
Chief Financial Officer and Secretary
Officers are elected annually by and serve at the discretion of the
Board of Directors. There is no family relationship between the executive
officers of the Company.
Robert H. Kill has been Chairman of the Board of Directors of the
Company since January 1996, President and Chief Executive Officer since March
1988 and a director since September 1987. Mr. Kill was Executive Vice President
of the Company from September 1987 to March 1988, Secretary from September 1987
to July 1988 and from November 1989 to October 1993, and Vice President and
General Manager from August 1986 to September 1987. Mr. Kill held several
marketing and sales positions at Northern Telecom, Inc. from 1979 to 1986, his
latest position being Vice President, Terminals Distribution.
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Stephen R. Hansen was elected Vice President - Product Development and
Operations in September 1998. Mr. Hansen has been with the Company since June
1989. From 1983 to 1989, he held Engineering and Management positions with Zycad
Corporation, a developer of high performance supercomputers used for simulation
of VLSI technology. From 1974 to 1983, he held various research and engineering
positions with Control Data Corporation.
Joan K. Berg joined the Company as Vice President of Finance, Chief
Financial Officer and Secretary in September 1998. From 1995 to 1998, Ms. Berg
was Chief Financial Officer of Coda Music Technology, Inc. From 1986 to 1994,
Ms. Berg was the Vice President and Controller of ADC Telecommunications, Inc.,
a manufacturer of telecommunications equipment. Prior to that time, Ms. Berg
practiced as a certified public accountant with Arthur Andersen LLP.
-12-
14
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information required by Item 5 is incorporated herein by reference to
the section labeled "Stock Trading" which appears in the Registrant's Annual
Report to Shareholders for the fiscal year ended September 30, 1999.
ITEM 6. SELECTED FINANCIAL DATA
The information required by Item 6 is incorporated herein by reference to
the sections labeled "Selected Consolidated Statements of Operations Data" and
"Selected Consolidated Balance Sheet Data" which appears in the Registrant's
Annual Report to Shareholders for the fiscal year ended September 30, 1999.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information required by Item 7 is incorporated herein by reference
to the section labeled "Management's Discussion and Analysis," including
disclosure respecting forward-looking information, which appears in the
Registrant's Annual Report to Shareholders for the fiscal year ended September
30, 1999.
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company does not have any material, near-term, market rate risk.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by Item 8 is incorporated herein by reference
to the consolidated financial statements, notes thereto and Independent
Auditors' Report thereon which appear in the Registrant's Annual Report to
Shareholders for the fiscal year ended September 30, 1999.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
-13-
15
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Other than "Executive officers of the Registrant" which is set forth
at the end of Part I of this Form 10-K, the information required by Item 10
relating to directors and compliance with Section 16(a) is incorporated herein
by reference to the sections labeled "Election of Directors" and "Section 16(a)
Beneficial Ownership Reporting Compliance," respectively, which appear in the
Registrant's definitive Proxy Statement for its 2000 Annual Meeting of
Shareholders.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated herein by reference
to the section labeled "Executive Compensation" which appears in the
Registrant's definitive Proxy Statement for its 2000 Annual Meeting of
Shareholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by Item 12 is incorporated herein by reference
to the sections labeled "Principal Shareholders" and "Management Shareholdings"
which appear in the Registrant's definitive Proxy Statement for its 2000 Annual
Meeting of Shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K
(a) Exhibits. See "Exhibit Index" on page following financial
statement schedules.
(b) Financial Statement Schedules. See Schedule II on page
following signatures.
(c) Reports on Form 8-K.
No report on Form 8-K was filed by the Company during the fourth
quarter of fiscal 1999.
-14-
16
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.
CIPRICO INC.
(the "Registrant")
Date: December 17, 1999 By /s/ Robert H. Kill
------------------------------------------------
Robert H. Kill, Chairman of the Board
and President
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.
(Power of Attorney)
Each person whose signature appears below constitutes and appoints ROBERT
H. KILL and JOAN K. BERG his true and lawful attorneys-in-fact and agents, each
acting alone, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any or all
amendments to this Annual Report on Form 10-K and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intent and purposes as he might or could do in
person, hereby ratifying and confirming all said attorneys-in-fact and agents,
each acting alone, or his substitute or substitutes, may lawfully do or cause to
be done by virtue thereof.
Signature Title Date
- --------- ----- ----
/s/ Robert H. Kill Chairman, President and Director December 17, 1999
- ---------------------------------- (Principal executive officer)
Robert H. Kill
/s/ Joan K. Berg Vice President of Finance and Chief December 17, 1999
- ---------------------------------- Financial Officer (Principal
Joan K. Berg financial and accounting officer)
/s/ William N. Wray Director December 17, 1999
- ----------------------------------
William N. Wray
/s/ Donald H. Soukup Director December 17, 1999
- ----------------------------------
Donald H. Soukup
/s/ Gary L. Deaner Director December 17, 1999
- ----------------------------------
Gary L. Deaner
/s/ Bruce J. Bergman Director December 17, 1999
- ----------------------------------
Bruce J. Bergman
/s/ Thomas F. Burniece
- ---------------------------------- Director December 17, 1999
Thomas F. Burniece
-15-
17
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Additions
---------
Column A Column B Column C Column D Column E
-------- -------- -------- -------- --------
Balance at Charged to Charged to
Beginning Costs and Other Balance at End
of Period Expenses Accounts Deductions of Period
Accounts receivable allowance
September 30, 1999 $277,000 $ 333,000 $ - $(65,000) A $ 545,000
September 30, 1998 391,000 204,000 (318,000) A 277,000
-
September 30, 1997 335,000 99,000 (43,000) A 391,000
-
Warranty reserve
September 30, 1999 $135,000 $ 106,000 $ - $(166,000) B $ 75,000
September 30, 1998 345,000 232,000 (442,000) B 135,000
-
September 30, 1997 295,000 548,000 (498,000) B 345,000
-
A - Deductions represent accounts receivable written-off during the year.
B - Deductions represent warranty work performed during the year.
-16-
18
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ON SCHEDULE
Board of Directors
Ciprico Inc.
In connection with our audit of the consolidated financial
statements of Ciprico Inc. and subsidiaries referred to in our report dated
November 1, 1999, which is included in the Ciprico Inc. 1999 Annual Report to
Shareholders and incorporated by reference in Part III of this form, we have
also audited Schedule II for each of the three years in the period ended
September 30, 1999. In our opinion, this schedule presents fairly, in all
material respects, the information required to be set forth therein.
/s/ GRANT THORNTON LLP
Minneapolis, Minnesota
November 1, 1999
-17-
19
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBIT INDEX TO FORM 10-K
For the fiscal year ended Commission File No.: 0-11336
September 30, 1999
- --------------------------------------------------------------------------------
CIPRICO INC.
- --------------------------------------------------------------------------------
Exhibit Description
3.1 The Registrant's Certificate of Incorporation, as amended to date--incorporated by reference to
Exhibit 19.1 of the Registrant's Form 10-Q for the quarter ended March 31, 1988*
3.2 The Registrant's Bylaws, as amended to date--incorporated by reference to Exhibit 19.2 of the
Registrant's Form 10-Q for the quarter ended March 31, 1988*
10.1 Lease Agreement, dated December 3, 1991, relating to manufacturing space located at 2800 Campus Driv
Plymouth, Minnesota and corporate office space located at 2955 Xenium Lane, Plymouth Minnesota--inco
by reference to Exhibit 10.1 of the Registrant's Form 10-K for the fiscal year ended September 30, 1
10.2 First Amendment, dated July 1, 1996, to Lease Agreement dated December 3, 1991, relating to space
at 2800 Campus Drive, Plymouth, Minnesota--incorporated by reference to Exhibit 10.2 of the
Registrant's Form 10-KSB for the fiscal year ended September 30, 1996.*
10.3 Second Amendment, dated September 2, 1997, to Lease Agreement dated December 3, 1991 relating to
space at 2800 Campus Drive, Plymouth, Minnesota - - incorporated by reference to Exhibit 10.3 of
the Registrant's Form 10-KSB for the fiscal year ended September 30, 1997.*
* Incorporated by reference - Commission File No. 0-11336
** Indicates a management contract or compensatory plan or arrangement required
to be filed as an exhibit to this Form 10-K.
20
10.4** Registrant's 1992 Nonqualified Stock Option Plan--incorporated by reference to Exhibit 10.13 of
the Registrant's Form 10-K for the fiscal year ended September 30, 1992*
10.5** Specimens of Nonqualified Stock Option Agreements under 1992 Nonqualified Stock Option
Plan--incorporated by reference to Exhibit 10.14 of the Registrant's Form 10-K for the fiscal year
ended September 30, 1992*
10.6** Amendment No. 1 to Registrant's 1992 Nonqualified Stock Option Plan--incorporated by reference to
Exhibit 10.11 of the Registrant's Form 10-KSB for the fiscal year ended September 30, 1995*
10.7** Amendment No. 2 to Registrant's 1992 Nonqualified Stock Option Plan--incorporated by reference to
Exhibit 10.12 of the Registrant's Form 10-KSB for the fiscal year ended September 30, 1995*
10.8** Registrant's 1994 Incentive Stock Option Plan--incorporated by reference to Exhibit 10.13 of the
Registrant's Form 10-KSB for the fiscal year ended September 30, 1993*
10.9** Specimen of Incentive Stock Option Agreement under 1994 Incentive Stock Option Plan--incorporated
by reference to Exhibit 10.14 of the Registrant's Form 10-KSB for the fiscal year ended September
30, 1993*
10.10** Registrant's 1996 Restricted Stock Plan, as amended--incorporated by reference to Exhibit 10.4 of
the Registrant's Form 10-Q for the fiscal quarter ended December 31, 1998*
10.11** Specimen of Restricted Stock Agreement under 1996 Restricted Stock Plan--incorporated by reference to
Exhibit 10.16 of the Registrant's Form 10-KSB for the fiscal year ended September 30, 1995*
10.12** Registrant's 1999 Amended and Restated Stock Option Plan - - incorporated by reference to Exhibit 10.1
of the Registrant's Form 10-Q for the fiscal quarter ended December 31, 1998*
10.13** Specimen of Incentive Stock Option Agreement under 1999 Amended and Restated Stock Option
Plan--incorporated by reference to Exhibit 10.2 of the Registrant's Form 10-Q for the fiscal
quarter ended December 31, 1998*
* Incorporated by reference - Commission File No. 0-11336
** Indicates a management contract or compensatory plan or arrangement required
to be filed as an exhibit to this Form 10-K.
21
10.14** Specimen of Nonqualified Stock Option Agreement under 1999 Amended and Restated Stock Option
Plan--incorporated by reference to Exhibit 10.3 of the Registrant's Form 10-Q for the fiscal
quarter ended December 31, 1998*
10.15 Agreement dated January 29, 1998 between Silicon Graphics, Inc. and Registrant- - incorporated by
reference to Exhibit 10.14 of the Registrant's Form 10-K for the fiscal year ended September 30,
1998*
13 Portions of September 30, 1999 Annual Report to Shareholders incorporated by reference in this
Form 10-K
22 Subsidiaries of the Registrant
Jurisdiction
Name of Incorporation
------ ----------------
Ciprico FSC, Inc. Virgin Islands
Ciprico (Europe) Limited England
Ciprico Asia-Pacific, Inc. Delaware
23.1 Consent of Grant Thornton LLP
24 Power of Attorney from Certain Directors--see Signature Page
27 Financial Data Schedule (filed in electronic format only)
* Incorporated by reference - Commission File No. 0-11336
** Indicates a management contract or compensatory plan or arrangement required
to be filed as an exhibit to this Form 10-K.