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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 1 TO FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
Commission file number 0-31285
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TTM TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Washington 91-1033443
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(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
17550 N.E. 67th Court, Redmond, Washington 98052
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(Address of Principal Executive Offices) (Zip Code)
(425) 883-7575
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of Each Class Name of Each Exchange on Which Registered
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Common Stock, no par value Nasdaq National Market
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Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No __
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of Common Stock held by nonaffiliates of the
registrant (12,873,646 shares) based on the closing price of the registrant's
Common Stock as reported on the Nasdaq National Market on March 28, 2001, was
$77,241,876. For purposes of this computation, all officers, directors, and 10%
beneficial owners of the registrant are deemed to be affiliates. Such
determination should not be deemed to be an admission that such officers,
directors, or 10% beneficial owners are, in fact, affiliates of the registrant.
As of March 28, 2001, there were outstanding 37,375,930 shares of the
registrant's Common Stock, no par value.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
Directors and Executive Officers
The following table, together with the accompanying text, present
certain information, as of April 20, 2001, with respect to each of our directors
and executive officers.
NAME AGE POSITION(S) HELD WITH THE COMPANY
Kenton K. Alder ........................ 51 Chief Executive Officer, President and Director
Jeffrey W. Goettman .................... 42 Chairman and Director
Michael E. Moran ....................... 38 Vice-Chairman and Director
Stacey M. Peterson ..................... 37 Chief Financial Officer and Secretary
Brad W. Playford ....................... 40 Vice President, Marketing and Strategic Planning
Richard Garagliano ...................... 49 Vice President of Operations, Redmond Division
Shane Whiteside ......................... 35 Vice President of Operations, Santa Ana Division
Douglas P. McCormick ................... 32 Director
Philip M. Carpenter III ................ 29 Director
John G. Mayer .......................... 50 Director
James K. Bass .......................... 43 Director
Richard P. Beck ........................ 67 Director
There are no family relationships among our executive officers or
directors.
Kenton K. Alder has served as our Chief Executive Officer, President
and Director since March 1999. From January 1997 to July 1998, Mr. Alder served
as Vice President of Tyco Printed Circuit Group Inc., a printed circuit board
manufacturer. Prior to that time, Mr. Alder served as President and Chief
Executive Officer of ElectroStar, Inc., previously a publicly held printed
circuit board manufacturing company, from December 1994 to December 1996. From
January 1987 to November 1994, Mr. Alder served as President of Lundahl Astro
Circuits Inc., a predecessor company to ElectroStar. Mr. Alder holds a Bachelor
of Science in Finance and a Bachelor of Science in Accounting from Utah State
University.
Jeffrey W. Goettman has served as our Chairman and Director since
January 1999. Mr. Goettman has been a Managing Director and Principal of Thayer
Capital Partners, a private equity investment company, since February 1998.
Prior to that time, Mr. Goettman served as a Managing Director at Robertson
Stephens & Co. Inc., an investment bank, from February 1994 to February 1998. In
addition, Mr. Goettman has been a Director of EFTC Corporation, an electronics
manufacturing services company, since March 2000, and Chairman of the Board
since January 2001. Mr. Goettman holds a Bachelor of Science from Duke
University and a Master of Business Administration from the Stanford University
Graduate School of Business.
Michael E. Moran has served as our Director since January 1999 and our
Vice-Chairman since June 1999. Mr. Moran has been a founding partner of Brockway
Moran & Partners, Inc., a private equity investment firm, since
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January 1998. Mr. Moran served as a Senior Vice President at Trivest, Inc., a
private equity investment firm, from 1994 to 1998. Mr. Moran previously served
on the board of directors of ElectroStar, Inc., a publicly held printed circuit
board manufacturing company that was sold to Tyco International in January 1997.
Mr. Moran holds a Bachelor of Science in Business Administration from Drake
University and a Master of Business Administration from DePaul University.
Stacey M. Peterson has served as our Chief Financial Officer since
February 2000. From May 1998 to February 2000, Ms. Peterson served as Business
Manager, ARCO Products Company at Atlantic Richfield Company, an oil and gas
company. Prior to that time, Ms. Peterson served as Chief Financial Officer,
from July 1996 to May 1998, and Controller, from November 1995 to July 1996, of
PayPoint Business Unit of Atlantic Richfield Company. From August 1993 to
November 1995, Ms. Peterson served as Financial Advisor, Corporate Finance at
Atlantic Richfield Company. Ms. Peterson holds a Bachelor of Science in Applied
Economics and Business Management from Cornell University and a Master of
Business Administration from the University of Pennsylvania, the Wharton School.
Brad W. Playford has served as our Vice President, Marketing and
Strategic Planning since June 2000 and our Vice President, Sales and Marketing
from July 1999 to May 2000. From January 1995 to June 1999, Mr. Playford served
as Director of Sales and Marketing of Power Circuits. Mr. Playford holds a
Bachelor of Arts in Materials and Logistics Management from Michigan State
University.
Richard Garagliano has served as our Vice President of Operations,
Redmond Division since December 2000. Prior to joining us, Mr. Garagliano was
with Multilayer Technology, Inc., a quick-turn, printed circuit board
manufacturer ("Multek") from 1991 to December 2000, serving most recently as
Director of Operations for Multek's Austin, Texas facility. Mr. Garagliano holds
a Bachelor of Science in Chemical Engineering from Worcester Polytechnic
Institute.
Shane Whiteside has served as our Vice President of Operations - Santa
Ana division since January 2001 and our Director of Operations - Santa Ana
division from July 1999 to December 2000. From March 1998 to June 1999, Mr.
Whiteside was the Director of Operations of Power Circuits. Prior to joining
Power Circuits, Mr. Whiteside was Product Manager for Technica USA from December
1996 to March 1998 and a Technical Sales Representative from September 1993 to
December 1996. Mr. Whiteside holds a Bachelor of Arts in Economics from the
University of California - Irvine.
Douglas P. McCormick has served as our Director since September 1999.
Mr. McCormick has been a Managing Director and Principal of Thayer Capital
Partners, a private equity investment company, since July 2000, and was a Vice
President of that company since January 1999. Prior to that time, Mr. McCormick
served as an associate at Morgan Stanley & Co. Incorporated, an investment bank,
from June 1997 to January 1999. In addition, Mr. McCormick has been a Director
of EFTC Corporation, an electronics manufacturing services company, since August
2000. From September 1995 to June 1997, Mr. McCormick attended Harvard Business
School. From May 1995 to August 1995, Mr. McCormick was an associate at Bankers
Trust Corporation, a financial institution. Mr. McCormick holds a Bachelor of
Science in Economics from the United States Military Academy and a Master of
Business Administration from Harvard Business School.
Philip M. Carpenter III has served as our Director since September
1999. Mr. Carpenter has been a Vice President of Brockway Moran & Partners,
Inc., a private equity investment firm, since September 1998. From August 1996
to September 1998, Mr. Carpenter was an Associate at Trivest, Inc., a private
equity investment firm. Prior to that time, Mr. Carpenter was a Financial
Analyst at Bear, Stearns & Co. Inc., an investment bank, from August 1994 to
June 1996. Mr. Carpenter holds a Bachelor of Science in Accounting from the
State University of New York at Binghamton.
John G. Mayer has served as our Director since September 2000. Mr.
Mayer is presently retired. From January 1997 to November 1999, Mr. Mayer served
as Vice President of Tyco Printed Circuit Group, Inc., a printed circuit board
manufacturer. Mr. Mayer served as Chief Operating Officer of ElectroStar, Inc.,
previously a publicly held printed circuit board manufacturing company, from
December 1994 to December 1996. From April 1986 to November 1994, Mr. Mayer
served as President of Electro-Etch Circuits, Inc., a predecessor company to
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ElectroStar. Mr. Mayer holds a Bachelor of Arts in History, the Arts and Letters
from Yale University and a Juris Doctor from UCLA School of Law.
James K. Bass has served as our Director since September 2000. Mr. Bass
has been the Chief Executive Officer of EFTC Corporation, an independent
provider of high mix electronic manufacturing services, since July 2000. From
1996 to July 2000, Mr. Bass was a Senior Vice President of Sony Corporation.
Prior to that, Mr. Bass spent 15 years in various manufacturing management
positions at the aerospace group of General Electric Corporation. Mr. Bass holds
a B.S.M.E. from Ohio State University.
Richard P. Beck has served as our Director since February 2001. Mr.
Beck joined Advanced Energy Industries, a publicly traded manufacturer of power
conversion systems and integrated technology solutions ("Advanced Energy"), in
March 1992 as Vice President and Chief Financial Officer. In February 1998, Mr.
Beck became Senior Vice President and Chief Financial Officer. In 1995, Mr. Beck
became a director of Advanced Energy. From November 1987 to March 1992, Mr. Beck
served as Executive Vice President and Chief Financial Officer for Cimage
Corporation, a computer software company. Mr. Beck is a director, is chairman of
the audit committee and serves on the compensation committee, of Applied Films
Corporation, a publicly held manufacturer of flat panel display equipment. He is
also a director of Photon Dynamics, Inc. a publicly held manufacturer of flat
panel display test equipment and serves on its audit committee. Mr. Beck holds a
Bachelor of Science in Accounting and Finance and a Master of Business
Administration from Babson College.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation
paid by us for the fiscal years ended December 31, 2000, 1999 and 1998 to our
Chief Executive Officer and each of our other executive officers whose total
salary and bonus exceeded $100,000 in 2000.
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
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ANNUAL COMPENSATION AWARDS PAYOUTS
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OTHER ANNUAL SECURITIES LTIP ALL OTHER
COMPENSATION UNDERLYING PAYOUTS COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($)(1) OPTIONS(#) ($) SATION($)
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Kenton K. Alder 2000 $227,142 $350,000(2) -- 100,000 -- $2,500(3)
Chief Executive Officer, 1999 161,155 -- 20,561(4) 543,876 -- --
President and Director
Stacey M. Peterson 2000 132,923 125,000(2) 20,000(5) 178,400 -- --
Chief Financial Officer
and Secretary
Brad W. Playford(6) 2000 147,192 125,000 -- -- -- --
Vice President, Marketing 1999 75,000 15,000(7) -- 178,126 -- --
and Strategic Planning
Shane Whiteside(6) 2000 119,500 125,000 -- 35,626 -- 1,400(3)
Vice President of 1999 50,000 115,000 -- 142,500 -- --
Operations - Santa Ana
Division
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(1) Except as otherwise provided in this table, no amounts for perquisites and
other personal benefits received by any of the named executive officers are
shown because the aggregate dollar amounts were lower than the reporting
requirements established by the rules of the SEC.
(2) Represents a bonus paid in January 2001 based on our performance in 2000.
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(3) Represents matching contributions by us under our 401(k) plan.
(4) Represents commuting costs paid by us to Mr. Alder in 1999.
(5) Represents a signing bonus paid to Ms. Peterson when she joined us.
(6) Messrs. Playford and Whiteside joined our company following our acquisition
of Power Circuits, Inc. in July 1999. The salary shown here is for the
period from July 1999 through December 1999.
(7) Represents a bonus paid in 2000 based on performance in 1999.
STOCK OPTION GRANTS
The following table sets forth information concerning the grant of
stock options in 2000 to our Chief Executive Officer and our other executive
officers named in the Summary Compensation Table. We did not grant any stock
appreciation rights in 2000.
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
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% OF
TOTAL
OPTIONS
NUMBER OF GRANTED POTENTIAL REALIZABLE VALUE
SECURITIES TO AT ASSUMED ANNUAL RATES
UNDERLYING EMPLOYEES EXERCISE GRANT OF STOCK PRICE APPRECIATION FOR
OPTIONS IN OR BASE DATE OPTION TERM(3)
GRANTED FISCAL PRICE MARKET EXPIRATION --------------------------------------
NAME (#)(1) YEAR (2) ($/SH) VALUE DATE 0%($) 5%($) 10%($)
---- ------ -------- ------ ----- ---- ----- ----- ------
Kenton K. Alder 100,000 12.3% $16.00 $16.00 9/20/10 --
$1,006,231 $2,549,988
Stacey M. Peterson 125,400(4) 15.5% $ 2.63 $ 3.17 2/25/10 $67,716(5) $ 317,713 $ 701,258
53,000 6.5% $16.00 $16.00 9/20/10 -- $ 533,303 $1,351,494
Brad Playford -- -- -- -- -- -- -- --
Shane Whiteside 35,626 4.4% $16.00 $16.00 9/20/10 -- $ 358,470 $ 908,459
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(1) Represents options to purchase shares of our common stock. Generally, the
options become exercisable for 20% of the underlying shares on the first
anniversary of the date of grant and for the balance in equal annual
installments over the four-year period thereafter, so long as the named
executive remains employed by us or one of our subsidiaries. To the extent
they are not already exercisable, the options generally become fully
exercisable if we are liquidated or dissolved, upon a sale or other
disposition of all or substantially all of our assets, or a merger or
consolidation after which our existing shareholders cease to hold more than
50% of the voting power of the resulting entity. In addition, the
compensation committee of our board of directors may, in its discretion,
accelerate the date on which any option may be exercised, and may
accelerate the vesting of any shares subject to any option.
(2) The percentages above are based on an aggregate of 811,030 shares subject
to options we granted to employees in the year ended December 31, 2000.
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(3) Potential realizable value assumes that the stock price increases from the
date of the grant until the end of the option term (10 years) at the annual
rate specified (5% and 10%). The 5% and 10% assumed annual rates of
appreciation are mandated by SEC rules and do not represent our estimate or
projection of the future price of our common stock. We do not believe that
this method accurately illustrates the potential value of a stock option.
(4) Includes options to acquire 62,700 shares of our common stock that
cliff-vest on the eighth anniversary of the date of grant. However, upon
the occurrence of specified events, including a sale of shares by our
majority stockholders or a merger, a portion of these options will vest
based upon the annual rate of return of our common stock.
(5) We recorded this deferred stock-based compensation on our balance sheet in
2000 and are amortizing the amount over the life of these stock options.
STOCK OPTION EXERCISES AND VALUES FOR FISCAL 2000
The following table sets forth information, with respect to our
executive officers named in the Summary Compensation Table concerning options
exercised in 2000 and unexercised options held by them as of the end of such
fiscal year:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUE
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NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT DECEMBER 31, 2000 OPTIONS AT DECEMBER 31, 2000($)(1)
ACQUIRED VALUE ---------------------------- ----------------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
Kenton K. Alder ...... - - 168,230 475,646 $1,944,739 $4,342,468
Stacey M. Peterson ... - - 17,213 161,187 $ 198,982 $1,250,642
Brad W. Playford ..... - - 42,264 135,862 $ 488,572 $1,570,565
Shane Whiteside ...... - - 33,810 144,316 $ 390,844 $1,256,456
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(1) The closing sales price per share for our common stock as reported by the
Nasdaq National Market on December 29, 2000 was $14.19. The option value is
calculated by multiplying (a) the positive difference, if any, between
$14.19 and the option exercise price by (b) the number of shares of common
stock underlying the option.
EMPLOYMENT AGREEMENTS AND CHANGE OF CONTROL ARRANGEMENTS
We have entered into the following employment and change in control
arrangements and agreements with our current executive officers.
Kenton K. Alder. On August 3, 2000, we entered into an employment
agreement with Kenton Alder, our President and Chief Executive Officer. The
agreement terminates on July 31, 2003, unless earlier terminated by Mr. Alder or
us. During his employment, Mr. Alder will receive a base salary of $250,000 per
year subject to adjustment by our board from time to time. In addition, Mr.
Alder is entitled to participate in any medical, incentive compensation, life
insurance and fringe benefits plans and programs in effect from time to time.
In the event we terminate Mr. Alder's employment without cause or Mr.
Alder resigns for good reason at any time prior to a change in control or more
than one year following a change in control, Mr. Alder is entitled to
continuation of his base salary for twelve months. In addition, if we terminate
Mr. Alder's employment without cause, and, within 60 days following his date of
termination, we consummate a change in control, Mr. Alder will be entitled to an
additional lump-sum severance payment in an amount that when added to his salary
continuation equals $375,000. If, within one year following a change in control,
we terminate Mr. Alder's employment without cause, or Mr. Alder resigns for good
reason, Mr. Alder is entitled to lump-sum severance payment of $375,000.
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Good reason generally includes a materially adverse alteration in Mr. Alder's
nature or status, a reduction in his salary or benefits and a failure to have a
successor corporation assume the agreement.
During the term of his employment and for two years thereafter, Mr.
Alder has agreed to keep all confidential information that he obtains as a
result of his employment in confidence. In addition, any information that
qualifies as a trade secret will remain confidential until it no longer
qualifies as such. During his employment and for a period of 12 months
thereafter, Mr. Alder is also prohibited from competing with us anywhere in the
world, soliciting our employees and interfering with our customers, and other
business relations.
Stacey M. Peterson. In February 2000, we entered into a letter
agreement with Stacey M. Peterson, our Chief Financial Officer. Pursuant to the
agreement, Ms. Peterson receives an annual salary of $160,000 and is eligible to
participate in our incentive cash compensation plan with a bonus of up to 50% of
her base salary. In addition, Ms. Peterson received options to purchase 125,400
shares of our common stock at an exercise price of $2.63 per share under our
management stock option plan. Fifty percent of these options cliff vest on the
eighth anniversary of the date of grant and the remaining 50% vest ratably over
five years beginning on the first anniversary of the date of grant. Furthermore,
Ms. Peterson has the opportunity to earn additional options having an aggregate
value of up to $120,000 over a two-year period for exceptional performance to be
determined at the sole discretion of the Chief Executive Officer and our board
of directors. If Ms. Peterson's employment is terminated without cause, or due
to a change of control consummated in the year 2000, she will be paid $150,000
in a single lump-sum payment. If, following a change of control that occurs in
the year 2000, Ms. Peterson elects not to assume the role of CFO of the new
corporation, she shall be entitled to a lump-sum payment of $50,000. If Ms.
Peterson is terminated without cause anytime after 2000, she will receive salary
continuation for six months.
INCENTIVE PLANS
Cash Incentive Compensation Plan
Effective January 1, 2000, we established a cash incentive compensation
plan to provide a means of retaining and attracting capable employees and
increasing the incentive to key employees to maximize the value of our company.
Eligible employees receive a portion of a bonus pool, determined by our board of
directors equal to a percentage of our earnings before interest, taxes and
amortization, or EBITA, as defined in the plan. The bonus pool percentage ranges
from 1.0% to 5.0% of our EBITA, and is based upon achieving target levels of
EBITA. The term of the agreement is for a one-year period with the bonuses
payable no later than March 15th of the succeeding year. Upon a participant's
termination of employment without cause or resignation for good reason, the
participant will be entitled to a pro rata portion of the bonus for the year in
which employment is terminated. Upon a termination for cause or a resignation
without good reason, participants forfeit all rights to receive their cash
incentive bonus.
Amended and Restated Management Stock Option Plan
Our Amended and Restated Management Stock Option Plan was initially
approved by our board of directors and our stockholders in December 1998 and was
most recently amended in June 2000. We have initially reserved 4,000,000 shares
of common stock for issuance under this plan, however this amount will be
increased on January 1st of each of calendar years 2001, 2002, 2003 and 2004,
commencing January 1, 2001, in an amount equal to the lowest of:
- 400,000 shares;
- one percent of our outstanding shares of common stock on the
last day of the prior fiscal year; or
- a lesser amount determined by our board of directors.
As a result of these annual increases, a maximum of 5,600,000 shares
could be issued over the remaining eight-year life of this plan. As of April 20,
2001, options to purchase 2,889,462 shares of our common stock were outstanding.
Administration. The management stock option plan is administered by our
board of directors or by the compensation committee of our board, which have the
full authority to interpret and construe the plan and all awards granted
thereunder.
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Stock Options. The plan provides for the grant of both incentive stock
options under Section 422 of the Internal Revenue Code and non-statutory stock
options to our employees and consultants and those of our majority-owned
subsidiaries. The board of directors has the discretion to determine the
exercise price of options granted under our management stock option plan which
is generally equal to the fair market value of our common stock on the date of
grant. The exercise price of incentive stock options may not be less than 100%
of the fair market value of our common stock on the date of grant, or 110% in
the case of incentive stock options granted to individuals who own more than 10%
of our common stock.
Generally, 50% of the options granted under the management stock option
plan prior to our initial public offering were categorized as A options and the
remaining 50% as B options. B options vest ratably over five years beginning on
the first anniversary of the date of grant. However, our board or the
compensation committee may elect to grant only one type of option. Upon the
successful completion of our initial public offering, each optionee received one
years' credited service towards the vesting of their B options. A options
generally cliff-vest on the eighth anniversary of the date of grant. However,
upon the occurrence of specified events, including a sale of shares by our
majority stockholders or a merger, a portion of the A options will vest based
upon the annual rate of return of our common stock. Following the completion of
our initial public offering we have only issued B options, and we do not intend
to issue A options in the future.
Upon an optionee's termination of employment without cause, the
optionee will vest in a prorated portion of the B options that would have vested
had the optionee remained employed until the next anniversary of the date of
grant. The effect of a termination of employment without cause on the A options
varies based upon when the optionee is terminated: (i) if the termination occurs
more than 18 months prior to the eighth anniversary of the date of grant, all
unvested options will remain outstanding and subject to acceleration for nine
months, (ii) if the date of termination occurs between six months and 18 months
prior to the eighth anniversary of the date of grant, then 50% of the A options
will vest and (iii) if the date of termination occurs less than six months prior
to the eighth anniversary of the date of grant, then 100% of the A options will
vest. If an optionee's employment is terminated without cause within one year
following a change in control, 100% of the B options will vest and a portion of
the A options that did not vest upon consummation of the change in control will
vest. Both A and B options generally remain exercisable for 90 days following an
optionee's termination of employment.
Call Right. During the 180-day period following a participant's
termination of employment for any reason, we have a right to purchase any vested
options or shares of common stock acquired upon exercise of options owned by a
participant or any permitted transferee. The purchase price paid for such
options will be the difference between the then fair market value and the
exercise price and the purchase price for any shares shall be the fair market
value of the common stock on the date of purchase. In the event a participant's
employment is terminated for cause, the purchase price will be the lesser of the
fair market value on the date of purchase and the exercise price.
Amendment and Termination. Options granted under the management stock
option plan expire on the tenth anniversary of the date of grant. The
compensation committee may amend or terminate the plan at any time provided that
(i) no such amendment adversely affects an optionee's rights under an existing
option and (ii) no amendment may be made if, under applicable law, stockholder
approval is required, unless the committee obtains such stockholder approval.
Unless terminated earlier, the management stock option plan will terminate on
December 11, 2008.
2000 Equity Compensation Plan
In September 2000, we adopted a new equity compensation plan. The
purpose of the equity compensation plan is to attract, motivate and retain
officers, employees, and consultants and reward such individuals for their
contribution to our success. The plan provides for the grant of a variety of
equity-based awards including, without limitation, stock options, incentive
stock options, restricted stock, stock awards and stock appreciation rights.
Awards under the plan may constitute "qualified performance-based compensation"
as defined in Section 162(m) of the Internal Revenue Code. We have initially
reserved 2,000,000 shares of common stock for issuance under this plan, however
this amount will be increased on January 1st of each of calendar years 2001,
2002, 2003 and 2004, commending January 1, 2001, in an amount equal to the
lowest of:
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- 400,000 shares;
- one percent of our outstanding shares of common stock on the
last day of the prior fiscal year; or
- a lesser amount determined by our board of directors.
As a result of these annual increases, a maximum of 3,600,000 shares
could be issued over the remaining 10-year life of this plan.
Awards Granted. In connection with our initial public offering in
September 2000, we granted our employees an aggregate of 70,832 shares. The
stock awards were fully vested as of the date of grant. No other awards have
been granted under our 2000 equity compensation plan.
Administration Of The Plan. The plan is administered by our
compensation committee, which has the authority to:
- select the individuals who will receive awards, the type of
awards granted, the number of shares of our common stock
underlying each award and, subject to the provisions of the
plan, the terms and conditions of such award;
- construe the plan and any award documents delivered to
participants under the plan; and
- prescribe, amend and rescind rules and procedures relating to
the plan.
The compensation committee may delegate to one or more of our officers
some or all of its authority under the plan. However, the compensation committee
may not delegate its authority to (i) grant stock options or other awards under
the plan to our officers who are required to file reports of their beneficial
ownership of our stock under Section 16 of the Securities Exchange Act of 1934
or (ii) to make awards that are intended to constitute "qualified
performance-based compensation" under Section 162(m) of the Code.
Options. Stock options granted under the plan may be either "incentive
stock options" within the meaning of Section 422 of the Internal Revenue Code or
nonqualified stock options. All terms of stock options including exercise price,
vesting and the term of the option will be determined by the compensation
committee. However, incentive stock options must have an exercise price equal to
100% of the fair market value of our common stock on the date of grant (110% of
the fair market value in the case of 10% shareholders).
Stock Appreciation Rights. Stock appreciation rights allow a
participant to receive, upon exercise, an amount in cash (or shares of our
common stock) equal to the excess of the fair market value of our common stock
on the date of exercise over the fair market value on the date of grant. Stock
appreciation rights may be granted alone or in tandem with another award. If
granted in tandem with an option, stock appreciation rights will cover an equal
or lesser number of shares as are covered by the option, will be exercisable at
the same time or times and to the extent as the related stock option and will
have the same terms and exercise price as the related stock option. Upon
exercise of a stock appreciation right granted in tandem with an option, the
related option will be cancelled automatically to the extent of the number of
shares covered by the exercise. Likewise, upon exercise of a stock option, the
tandem stock appreciation right associated with the option will be cancelled.
Performance Awards. Performance awards are conditioned upon the
achievement of certain targets during a specified performance period established
by the compensation committee. Any performance awards will be made in compliance
with the provisions of Section 162(m) of the Internal Revenue Code. Performance
awards may be settled in cash, common stock or a combination thereof. The
maximum aggregate value of the cash and other property payable to a participant
during any twelve-month performance period is $5.0 million. This limit will be
proportionately adjusted up or down if the performance period is more than or
less than 12 months.
Stock Awards. The compensation committee may grant shares of our common
stock to participants for no consideration other than the provision of services.
Stock awards may also be granted in lieu of other compensation or benefits
payable. The shares of common stock underlying the stock awards will be subject
to the vesting conditions, restrictions on transfer or other incidents of
ownership determined by the compensation committee and provided in the award
agreement. The share certificates representing the shares granted to the
participant will be registered in the name of the participants but held by us.
We may take any actions we deem necessary to restrict the
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transfer of unvested restricted stock. Other than these restrictions on transfer
and other restrictions as determined by the compensation committee and provided
in the award agreement, a participant who is granted a stock award will have the
rights of a stockholder, including the rights to receive dividends and to vote.
Restricted Stock Units. Restricted stock units represent the right to
receive one share of common stock subject to the terms and conditions
established by the compensation committee and provided in the award certificate.
The restricted stock units are payable in common stock, cash or other property
elected by the compensation committee having a value equal to the fair market
value of our common stock on the date of settlement.
Transferability Of Awards. Awards granted under the 2000 equity
compensation plan are generally not transferable by the participant and, during
the lifetime of a participant, are only exercisable by the participant.
Amendment And Termination. Unless terminated sooner, the 2000 equity
compensation plan will terminate automatically on the tenth anniversary of the
effective date. The compensation committee may at any time amend or terminate
the plan or any related document, except that the committee may not make any
amendments that would require shareholder approval without obtaining such
shareholder approval.
401(K) Plan
We and our subsidiary each sponsor a defined contribution plan intended
to qualify under Section 401 of the Internal Revenue Code, or a 401(k) plan. All
non-union employees who have completed at least one year of service are eligible
to participate in the plan. Participants may elect to make pre-tax contributions
to the plan of up to 15% of their eligible earnings, subject to a statutorily
prescribed annual limit. Participants are fully vested in their contributions
and the investment earnings. At our discretion, we make matching contributions
to the 401(k) plan based upon employee contributions and profit sharing as
provided for in the plan. Contributions by the participants to the 401(k) plan,
and the income earned on these contributions, are generally not taxable to the
participants until withdrawn.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows the amount of each class of common stock
beneficially owned as of April 20, 2001 by (a) each of our directors, (b) each
of our current executive officers, (c) all of our directors and current
executive officers as a group, and (d) each person known by us to own
beneficially more than five percent of our outstanding common stock.
Shares Beneficially Owned
-------------------------
Name of Beneficial Owner Number(1) Percent(2)
- ------------------------ --------- ----------
DIRECTORS AND EXECUTIVE OFFICERS:
Kenton K. Alder (3) 283,730 *
Jeffrey W. Goettman (4) 20,459,613 54.7%
Michael E. Moran (5) 2,106,422 5.6%
Stacey M. Peterson (6) 32,253 *
Brad W. Playford (7) 42,914 *
Richard Garagliano -- *
Shane Whiteside (8) 33,810 *
James K. Bass -- *
Richard P. Beck -- *
Philip M. Carpenter III (5) 2,106,422 5.6%
John G. Mayer -- *
Douglas P. McCormick (4) 20,459,613 54.7%
All directors and executive officers as a group (12 persons) (9) 22,958,742 61.4%
5% STOCKHOLDERS:
Circuit Holdings (10) 19,000,000 50.8%
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Thayer Capital Partners entities (11) 22,159,632 59.2%
Brockway Moran & Partners Fund, L.P. (12) 2,106,422 5.6%
- ------------
* Represents less than 1% of our outstanding common stock.
(1) Except as otherwise indicated, the address of each person listed on the
table is 17550 N.E. 67th Court, Redmond, WA 98052.
(2) We have determined beneficial ownership in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person, we
have included the shares of common stock subject to options and warrants held by
that person that are currently exercisable or will become exercisable within 60
days after April 20, 2001, but we have not included those shares for purposes of
computing percentage ownership of any other person. We have assumed unless
otherwise indicated that the persons and entities named in the table have sole
voting and investment power with respect to all shares beneficially owned,
subject to community property laws where applicable. Beneficial ownership is
based on 37,403,930 shares of our common stock outstanding as of April 20, 2001.
(3) Includes 1,500 shares held by Mr. Alder's children and 140,230 shares
issuable upon exercise of options within 60 days of April 20, 2001.
(4) Includes 20,459,613 shares beneficially owned by the Thayer Capital Partners
entities. See footnote 11. Messrs. Goettman and McCormick each disclaim
beneficial ownership of the shares held by the Thayer Capital Partner entities,
except to the extent of their pecuniary interests.
(5) Includes 2,106,422 shares beneficially owned by Brockway Moran & Partners
Fund, L.P. Messrs. Moran and Carpenter each disclaim beneficial ownership of the
shares held by Brockway Moran & Partners, except to the extent of their
pecuniary interests.
(6) Includes 29,753 shares issuable upon exercise of options within 60 days of
April 20, 2001.
(7) Includes 42,264 shares issuable upon exercise of options within 60 days of
April 20, 2001.
(8) Includes 33,810 shares issuable upon exercise of options within 60 days of
April 20, 2001.
(9) Includes 246,057 shares issuable upon exercise of options within 60 days of
April 20, 2001.
(10) Circuit Holdings is owned as follows :
Thayer Equity Investors III, L.P. 31%
Thayer Equity Investors IV, L.P. 28%
TC Circuits, L.L.C. 1%
Brockway Moran & Partners Fund, L.P. 40%
---
Total 100%
(11) Represents shares held by each of Thayer Equity Investors III, L.P., Thayer
Equity Investors IV, L.P. and TC Circuits L.L.C., together with the shares held
directly by Circuit Holdings. The Thayer Capital Partners entities are
affiliates of and are deemed to beneficially own all of the shares that are
directly owned by Circuit Holdings.
Thayer Equity Investors III, L.P. and TC Circuits L.L.C. are each
controlled by limited liability companies the managing members of which are
Frederick Malek, Carl Rickertsen and Paul Stern.
Thayer Equity Investors IV, L.P. is controlled by a limited liability
company the managing members of which are Frederick Malek and Carl Rickertsen.
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Mr. Goettman, one of our directors, is a Managing Director of each of
the limited liability companies that control Thayer Equity Investors III, L.P.
and Thayer Equity Investors IV, L.P. Mr. McCormick, one of our directors, is a
Vice President of the limited liability company that controls Thayer Equity
Investors IV, L.P.
(12) Brockway Moran & Partners Fund, L.P. is controlled by Brockway Moran &
Partners Inc. Peter C. Brockway, Michael E. Moran, H. Randall Litten and Kathy
J. Mankin are the only stockholders of Brockway Moran & Partners Inc., and none
of these persons owns a majority interest in Brockway Moran & Partners Inc. Mr.
Moran, one of our directors, is a partner of Brockway Moran & Partners Inc. Mr.
Carpenter, one of our directors, is a Vice President of Brockway Moran &
Partners Inc.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
PERSONS OR ENTITIES RELATED TO OUR DIRECTORS
Four of our directors are principals in entities that control Circuit
Holdings, our largest stockholder. Mr. Goettman, a director of TTM, is also a
Managing Director of Thayer Capital Partners. Mr. McCormick, a director of TTM,
is also a Vice President of Thayer Capital Partners. Thayer Capital Partners is
affiliated with one of our stockholders, Thayer Equity Investors III, L.P.,
which owns approximately 31% of Circuit Holdings, and with another of our
stockholders, Thayer Equity Investors IV, L.P., which owns approximately 28% of
Circuit Holdings. Thayer Capital Partners is also affiliated with another of our
stockholders, TC Circuits, L.L.C., which owns approximately 1% of Circuit
Holdings. Michael E. Moran, another director of TTM, is a Partner of Brockway
Moran & Partners, Inc. Philip M. Carpenter III, a director of TTM, is also a
Vice President of Brockway Moran & Partners, Inc. Brockway Moran & Partners,
Inc. controls another of our stockholders, Brockway Moran & Partners Fund, L.P.,
which owns approximately 40% of Circuit Holdings.
Entities related to our directors have had, or are currently expected
to have, the following involvements in our corporate history:
MANAGEMENT FEES AND AGREEMENTS
In 2000, we paid transaction fees and expenses totaling approximately
$4,150,000 to T.C. Management, LLC and Brockway Moran & Partners Management,
L.P., affiliates of Thayer Capital Partners and Brockway Moran & Partners.
More specifically, upon consummation of our initial public offering in
September, we entered into an amended, restated and consolidated management
agreement with T.C. Management, T.C. Management IV and Brockway & Moran Partners
Management that amended and consolidated the two existing agreements with these
entities into one agreement. The two prior agreements provided that the three
entities were entitled to receive management and consulting fees of $600,000 per
year in connection with corporate development activities and conduct of our
business. Under the amended agreement, we no longer pay monthly management fees.
In consideration for these entities agreeing to forego future management and
consulting fees, we paid them a one-time, aggregate fee of $1.5 million. In
addition, in consideration for the value of the financial advisory services
rendered in connection with our initial public offering, we paid these entities
an aggregate financial advisory fee of $2.0 million. The financial advisory
services rendered by these entities have included advice regarding our business
strategy, positioning us for our initial public offering, general financial
advice, including advice related to our corporate structure and our
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capital structure, and the selection of legal counsel and underwriters. In the
future, we will pay these entities financial advisory fees of 1.5% of the first
$50 million of the proceeds or value of any transaction on which these entities
render financial advisory services, and 1% of any amount of proceeds or value in
excess of $50 million. The amended agreement further provides that our
obligation to pay financial advisory fees will terminate if, immediately prior
to the closing of any transaction on which these entities render financial
advisory services, these entities and their affiliates, on a combined basis, own
less than 25% of our outstanding voting equity securities.
We believe all of these agreements are on terms no less favorable to us
than we could have obtained from third parties.
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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.
TTM TECHNOLOGIES, INC.
Date: April 30, 2001 By: /s/ Kenton K. Alder
--------------------------------------
Kenton K. Alder
President and Chief Executive Officer
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.
Name Title Date
- ---- ----- ----
/s/Kenton K. Alder President, Chief Executive Officer April 30, 2001
- ------------------------------------
Kenton K. Alder (Principal Executive Officer), and Director
/s/Stacey M. Peterson Chief Financial Officer and Secretary April 30, 2001
- ------------------------------------
Stacey M. Peterson (Principal Financial and Accounting Officer)
/s/Jeffrey W. Goettman Chairman of the Board April 30, 2001
- ------------------------------------
Jeffrey W. Goettman
/s/Michael E. Moran Director April 30, 2001
- ------------------------------------
Michael E. Moran
/s/Philip M. Carpenter III Director April 30, 2001
- ------------------------------------
Philip M. Carpenter III
/s/Douglas L. McCormick Director April 30, 2001
- ------------------------------------
Douglas L. McCormick
/s/James K. Bass Director April 27, 2001
- ------------------------------------
James K. Bass
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/s/Richard P. Beck Director April 30, 2001
- ------------------------------------
Richard P. Beck
/s/John G. Mayer Director April 26, 2001
- ------------------------------------
John G. Mayer