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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
AMENDMENT NO. 2 TO ANNUAL REPORT
(Mark One)
[X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended March 31, 1996
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ________________ to _________________
Commission file number 0-19349
SOFTWARE SPECTRUM, INC.
(Exact name of registrant as specified in its charter)
TEXAS 75-1878002
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2140 MERRITT DRIVE, GARLAND, TEXAS 75041
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 840-6600
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
(Title of Class)
Indicate by check mark whether the Registrant (l) 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 (Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
The aggregate market value on June 26, 1996 of the Registrant's voting
securities held by non-affiliates was $84,437,370.
At June 26, 1996, the Registrant had outstanding 4,357,441 shares of its Common
Stock, par value $.01 per share.
DOCUMENTS INCORPORATED BY REFERENCE
There is incorporated by reference in Part II of this Annual Report on Form
10-K the information contained in the registrant's proxy statement for its
annual meeting of shareholders to be held August 15, 1996 and in Part II of
this Annual Report the registrant's annual report to shareholders for the
fiscal year ended March 31, 1996.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K
This Form 10-K/A is being filed to reflect modifications to exhibits
10.3(a), 10.3(b) and 10.3(d) filed as exhibits to Software Spectrum, Inc.'s
(the "Company") Form 10-K for the fiscal year ended March 31, 1996. The
Company previously requested confidential treatment of certain information
contained in the exhibits referenced above and has subsequently modified its
request for confidential treatment of the information contained therein.
Exhibits 10.3(a), 10.3(b) and 10.3(d) are refiled herewith in their entirety as
modified.
(a) FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS
(1) and (2) - Index to Financial Statements and Schedules - The
information required by this portion of Item 14 is set forth in a
separate section following Part IV of this Report.
(3) - The following documents are filed or incorporated by reference
as exhibits to this Report:
2 Asset Purchase Agreement dated as of March 23, 1996 by and
among Software Spectrum, Inc., Egghead, Inc. and DJ&J
Software Corporation, as amended by First Amendment to
Asset Purchase Agreement dated May 13, 1996 (incorporated
by reference to the Company's Current Report on Form 8-K
dated March 26, 1996).
3.1 Restated Articles of Incorporation of the Company, filed
with the Secretary of State of Texas on May 12, 1989, as
amended (incorporated by reference to the Company's
Registration Statement No. 33-40794 on Form S-1).
3.2 Restated Bylaws of the Company, as amended (incorporated by
reference to the Company's Registration Statement No.
33-40794 on Form S-1).
10.1(a) House Account Agreement (U.S.), dated as of September 4,
1986, as amended, between Lotus Development Corporation and
the Company (incorporated by reference to the Company's
Registration Statement No. 33-40794 on Form S-1).
10.1(b) Amendment to House Account Agreements dated as of June 25,
1992, between Lotus Development Corporation and the Company
(incorporated by reference to the Company's Annual Report
on Form 10-K for the fiscal year ended March 31, 1993).
10.1(c) Educational House Account Agreement Addendum dated as of
March 23, 1994 between Lotus Development Corporation and
the Company (incorporated by reference to the Company's
Annual Report on Form 10-K for the fiscal year ended March
31, 1994).
10.2 Lotus Passport Reseller Authorization Agreement dated March
31, 1994 between Lotus Development Corporation and the
Company (incorporated by reference to the Company's Annual
Report on Form 10-K for the fiscal year ended March 31,
1994).
10.3(a) Microsoft 1995/1996 Channel Agreement dated July 1, 1995
between Microsoft Corporation and the Company, including
Addenda dated July 1, 1995 (Appointment as a Direct
Reseller) and Addenda dated July 1, 1995 (Appointment as a
Large Account Reseller).
10.3(b) Large Account Reseller Rebate Addendum to the 1995/1996
Microsoft Channel Agreement dated July 1, 1995, as amended
by Amendment No.1 dated January 1, 1996.
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10.3(c) Microsoft Government Select Government Contractor Addendum
to the 1995/1996 Microsoft Channel Agreement dated as of
July 1, 1995 (incorporated by reference to the Company's
Form 10-K for the fiscal year ended March 31, 1996).
10.3(d) Rebate and Marketing Fund Addendum to the 1995/1996
Microsoft Channel Agreement dated as of July 1, 1995, as
amended by Amendment No. 1 dated January 1, 1996.
10.4 Microsoft Corporation 1995/1996 Authorized Government Large
Account Reseller Agreement dated April 1, 1995 between
Microsoft Corporation and the Company (incorporated by
reference to the Company's Form 10-K for the fiscal year
ended March 31, 1996).
10.5(a) Commercial Lease Agreement, dated May 1, 1990, between CIIF
Associates II Limited Partnership and the Company
(incorporated by reference to the Company's Registration
Statement No. 33-40794 on Form S-1).
10.5(b) Amendment to Lease Agreement dated March 31, 1995 between
CIIF Associates II Limited Partnership and the Company
(incorporated by reference to the Company's Annual Report
on Form 10-K for the fiscal year ended March 31, 1995).
10.6(a) Commercial Lease Agreement dated as of April 19, 1993,
between Kancro, L.P. and the Company (incorporated by
reference to the Company's Annual Report on Form 10-K for
the fiscal year ended March 31, 1993).
10.6(b) Amendment #2 - Expansion Agreement to Lease Agreement dated
as of June 20, 1994 between Kancro, L.P. and the Company
(incorporated by reference to the Company's Annual Report
on Form 10-K for the fiscal year ended March 31, 1994).
10.6(c) Third Amendment to Commercial Lease Agreement dated
effective April 1, 1995 between Kancro, L.P. and the
Company (incorporated by reference to the Company's Annual
Report on Form 10-K for the fiscal year ended March 31,
1995).
10.7 Industrial Building Lease dated as of June 7, 1993 between
LaSalle National Trust, N.A. and the Company (incorporated
by reference to the Company's Annual Report on Form 10-K
for the fiscal year ended March 31, 1993).
10.8 Form of Call Center Lease (Spokane) (incorporated by
reference to the Company's Current Report on Form 8-K dated
March 26, 1996).
10.9 Loan Agreement dated as of September 30, 1994 between the
Company and NationsBank of Texas, N.A. (incorporated by
reference to the Company's Annual Report on Form 10-K for
the fiscal year ended March 31, 1995).
10.10 Promissory Note dated September 30, 1994 executed by the
Company in favor of NationsBank of Texas, N.A.
(incorporated by reference to the Company's Annual Report
on Form 10-K for the fiscal year ended March 31, 1995).
10.11 Credit Agreement dated as of May 3, 1996 between the
Company and Texas Commerce Bank, National Association, as
Agent (incorporated by reference to the Company's Current
Report on Form 8-K dated May 23, 1996).
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10.12 1989 Stock Option Plan of the Company, as amended
(incorporated by reference to the Company's Registration
Statement No. 33-40794 on Form S-1).
10.13 Software Spectrum, Inc. Employee Stock Purchase Plan
(incorporated by reference to the Company's Registration
Statement No. 33-53284 on Form S-1).
10.14 The Software Spectrum, Inc. 1993 Long Term Incentive Plan
(incorporated by reference to the Company's Annual Report
on Form 10-K for the fiscal year ended March 31, 1994).
10.15 Employees' Profit Sharing Plan of the Company, Adoption
Agreement dated December 14, 1994 (incorporated by
reference to the Company's Annual Report on Form 10-K for
the fiscal year ended March 31, 1995).
10.16 Lease Agreement dated March 8, 1996 by and between
Riverport Commerce Center, Inc. and the Company
(incorporated by reference to the Company's Form 10-K for
the fiscal year ended March 31, 1996).
10.17 Lease Agreement dated April 26, 1996 by and between
Beneficiaries of American National Bank Trust Number
104601-03 and the Company (incorporated by reference to the
Company's Form 10-K for the fiscal year ended March 31,
1996).
10.18 Non-Employee Directors' Retainer Stock Plan (incorporated
by reference to the Company's Quarterly Report on Form 10-Q
ended December 31, 1995).
11.1 Statement regarding Computation of Primary Earnings Per
Share (incorporated by reference to the Company's Form 10-K
for the fiscal year ended March 31, 1996).
11.2 Statement regarding Computation of Fully Diluted Earnings
Per Share (incorporated by reference to the Company's Form
10-K for the fiscal year ended March 31, 1996).
13 Software Spectrum, Inc.'s 1996 Annual Report to
Shareholders (incorporated by reference to the Company's
Form 10-K/A dated August 2, 1996).
16 Letter dated June 29, 1994 from Coopers & Lybrand LLP
addressed to the Securities and Exchange Commission
(incorporated by reference to the Company's Current Report
on Form 8-K/A dated June 11, 1994).
23 Consent of Grant Thornton LLP, Independent Accountants
(incorporated by reference to the Company's Form 10-K for
the fiscal year ended March 31, 1996).
24 Power of Attorney (incorporated by reference to the
Company's Form 10-K for the fiscal year ended March 31,
1996).
27 Financial Data Schedule (incorporated by reference to the
Company's Form 10-K for the fiscal year ended March 31,
1996).
99 Purchase and Sale Agreement dated as of April 2, 1996 by
and among Software Spectrum, Inc., Software Spectrum (NZ)
Limited and Essentially Group Limited, Essentially Group
(NZ) Limited, Essentially Software (Wellington) Limited,
The McNabb Family Trust, McNabb No. 2 Family Trust, McNabb
No. 3 Family Trust, RMAD Trust, David Colvin and Gary
McNabb (incorporated by reference to the Company's Form
10-K for the fiscal year ended March 31, 1996).
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(b) REPORTS ON FORM 8-K
During the three months ended March 31, 1996, a report on Form 8-K was
filed by the Company on March 26, 1996, reporting the Company's entry
into an Asset Purchase Agreement with Egghead, Inc. and DJ&J Software
Corporation.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized.
SOFTWARE SPECTRUM, INC.
By /s/ Judy O. Sims
-----------------------------------
Judy O. Sims, Chief Executive
Officer and President
Date: July 28, 1997
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 in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Judy O. Sims Chief Executive Officer, President and July 28, 1997
- ---------------------------------- Director (Principal Executive Officer)
Judy O. Sims
/s/ Richard G. Sims* Senior Vice President and Director July 28, 1997
- ------------------- --------------
Richard G. Sims
/s/ Deborah A. Nugent* Vice President of Finance and Treasurer July 28, 1997
- --------------------- ------------ (Principal Financial Officer and
Deborah A. Nugent Principal Accounting Officer)
/s/ Mellon C. Baird* Director July 28, 1997
- ------------------- --------------
Mellon C. Baird
/s/ Carl S. Ledbetter Director July 28, 1997
- ----------------------------------
Carl S. Ledbetter
/s/ Frank Tindle* Director July 28, 1997
- ---------------- -----------------
Frank Tindle
*By: /s/ Judy O. Sims Attorney-in-Fact July 28, 1997
------------------------------
Judy O. Sims
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EXHIBIT INDEX
EXHIBIT
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2 Asset Purchase Agreement dated as of March 23, 1996 by and among Software
Spectrum, Inc., Egghead, Inc. and DJ&J Software Corporation, as amended by First
Amendment to Asset Purchase Agreement dated May 13, 1996 (incorporated by
reference to the Company's Current Report on Form 8-K dated March 26, 1996).
3.1 Restated Articles of Incorporation of the Company, filed with the Secretary of
State of Texas on May 12, 1989, as amended (incorporated by reference to the
Company's Registration Statement No. 33-40794 on Form S-1).
3.2 Restated Bylaws of the Company, as amended (incorporated by reference to the
Company's Registration Statement No. 33-40794 on Form S-1).
10.1(a) House Account Agreement (U.S.), dated as of September 4, 1986, as amended,
between Lotus Development Corporation and the Company (incorporated by reference
to the Company's Registration Statement No. 33-40794 on Form S-1).
10.1(b) Amendment to House Account Agreements dated as of June 25, 1992, between Lotus
Development Corporation and the Company (incorporated by reference to the
Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1993).
10.1(c) Educational House Account Agreement Addendum dated as of March 23, 1994 between
Lotus Development Corporation and the Company (incorporated by reference to the
Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1994).
10.2 Lotus Passport Reseller Authorization Agreement dated March 31, 1994 between
Lotus Development Corporation and the Company (incorporated by reference to the
Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1994).
10.3(a) Microsoft 1995/1996 Channel Agreement dated July 1, 1995 between Microsoft
Corporation and the Company, including Addenda dated July 1, 1995 (Appointment as
a Direct Reseller) and Addenda dated July 1, 1995 (Appointment as a Large Account
Reseller).
10.3(b) Large Account Reseller Rebate Addendum to the 1995/1996 Microsoft Channel
Agreement dated July 1, 1995, as amended by Amendment No.1 dated January 1, 1996.
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EXHIBIT
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10.3(c) Microsoft Government Select Government Contractor Addendum to the 1995/1996
Microsoft Channel Agreement dated as of July 1, 1995 (incorporated by reference
to the Company's Form 10-K for the fiscal year ended March 31, 1996).
10.3(d) Rebate and Marketing Fund Addendum to the 1995/1996 Microsoft Channel Agreement
dated as of July 1, 1995, as amended by Amendment No. 1 dated January 1, 1996.
10.4 Microsoft Corporation 1995/1996 Authorized Government Large Account Reseller
Agreement dated April 1, 1995 between Microsoft Corporation and the Company
(incorporated by reference to the Company's Form 10-K for the fiscal year ended
March 31, 1996).
10.5(a) Commercial Lease Agreement, dated May 1, 1990, between CIIF Associates II Limited
Partnership and the Company (incorporated by reference to the Company's
Registration Statement No. 33-40794 on Form S-1).
10.5(b) Amendment to Lease Agreement dated March 31, 1995 between CIIF Associates II
Limited Partnership and the Company (incorporated by reference to the Company's
Annual Report on Form 10-K for the fiscal year ended March 31, 1995).
10.6(a) Commercial Lease Agreement dated as of April 19, 1993, between Kancro, L.P. and
the Company (incorporated by reference to the Company's Annual Report on Form 10-
K for the fiscal year ended March 31, 1993).
10.6(b) Amendment #2 - Expansion Agreement to Lease Agreement dated as of June 20, 1994
between Kancro, L.P. and the Company (incorporated by reference to the Company's
Annual Report on Form 10-K for the fiscal year ended March 31, 1994).
10.6(c) Third Amendment to Commercial Lease Agreement dated effective April 1, 1995
between Kancro, L.P. and the Company (incorporated by reference to the Company's
Annual Report on Form 10-K for the fiscal year ended March 31, 1995).
10.7 Industrial Building Lease dated as of June 7, 1993 between LaSalle National
Trust, N.A. and the Company (incorporated by reference to the Company's Annual
Report on Form 10-K for the fiscal year ended March 31, 1993).
10.8 Form of Call Center Lease (Spokane) (incorporated by reference to the Company's
Current Report on Form 8-K dated March 26, 1996).
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EXHIBIT
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10.9 Loan Agreement dated as of September 30, 1994 between the Company and NationsBank
of Texas, N.A. (incorporated by reference to the Company's Annual Report on
Form 10-K for the fiscal year ended March 31, 1995).
10.10 Promissory Note dated September 30, 1994 executed by the Company in favor of
NationsBank of Texas, N.A. (incorporated by reference to the Company's Annual
Report on Form 10-K for the fiscal year ended March 31, 1995).
10.11 Credit Agreement dated as of May 3, 1996 between the Company and Texas Commerce
Bank, National Association, as Agent (incorporated by reference to the Company's
Current Report on Form 8-K dated May 23, 1996).
10.12 1989 Stock Option Plan of the Company, as amended (incorporated by reference to
the Company's Registration Statement No. 33-40794 on Form S-1).
10.13 Software Spectrum, Inc. Employee Stock Purchase Plan (incorporated by reference
to the Company's Registration Statement No. 33-53284 on Form S-1).
10.14 The Software Spectrum, Inc. 1993 Long Term Incentive Plan (incorporated by
reference to the Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1994).
10.15 Employees' Profit Sharing Plan of the Company, Adoption Agreement dated December
14, 1994 (incorporated by reference to the Company's Annual Report on Form 10-K
for the fiscal year ended March 31, 1995).
10.16 Lease Agreement dated March 8, 1996 by and between Riverport Commerce Center,
Inc. and the Company (incorporated by reference to the Company's Form 10-K for
the fiscal year ended March 31, 1996).
10.18 Non-Employee Directors' Retainer Stock Plan (incorporated by reference to the
Company's Quarterly Report on Form 10-Q ended December 31, 1995).
10.17 Lease Agreement dated April 26, 1996 by and between Beneficiaries of American
National Bank Trust Number 104601-03 and the Company (incorporated by reference
to the Company's Form 10-K for the fiscal year ended March 31, 1996).
11.1 Statement regarding Computation of Primary Earnings Per Share (incorporated by
reference to the Company's Form 10-K for the fiscal year ended March 31, 1996).
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EXHIBIT
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11.2 Statement regarding Computation of Fully Diluted Earnings Per Share (incorporated
by reference to the Company's Form 10-K for the fiscal year ended March 31,
1996).
13 Software Spectrum, Inc.'s 1996 Annual Report to Shareholders (incorporated by
reference to the Company's Form 10-K/A dated August 2, 1996).
16 Letter dated June 29, 1994 from Coopers & Lybrand LLP addressed to the Securities
and Exchange Commission (incorporated by reference to the Company's Current
Report on Form 8-K/A dated June 11, 1994).
23 Consent of Grant Thornton LLP, Independent Accountants (incorporated by reference
to the Company's Form 10-K for the fiscal year ended March 31, 1996).
24 Power of Attorney (incorporated by reference to the Company's Form 10-K for the
fiscal year ended March 31, 1996).
27 Financial Data Schedule (incorporated by reference to the Company's Form 10-K for
the fiscal year ended March 31, 1996).
99 Purchase and Sale Agreement dated as of April 2, 1996 by and among Software
Spectrum, Inc., Software Spectrum (NZ) Limited and Essentially Group Limited,
Essentially Group (NZ) Limited, Essentially Software (Wellington) Limited, The
McNabb Family Trust, McNabb No. 2 Family Trust, McNabb No. 3 Family Trust, RMAD
Trust, David Colvin and Gary McNabb (incorporated by reference to the Company's
Form 10-K for the fiscal year ended March 31, 1996).
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