UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ___________ TO ___________.
COMMISSION FILE NUMBER: 000-27257
SMARTDISK CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 65-0733580
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3506 MERCANTILE AVENUE, NAPLES, FLORIDA 34104
(Address of principal executive offices) (Zip Code)
(941) 436-2500
(Registrant's telephone number, including area code)
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 $0.001 PER SHARE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ].
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
As of February 29, 2000, there were 16,004,297 shares of the
Registrant's Common Stock outstanding, and the aggregate market value of such
shares held by non-affiliates of the Registrant as of February 29, 2000 was
$284,466,000. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.
EXPLANATORY NOTE
This Amendment No. 1 to SmartDisk's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999 is filed solely for the purpose of adding
Exhibits 10.5, 10.7 and 10.20 thereto and to correct Item 14(a)3 included in
Part IV thereof, which is restated in its entirety as follows.
The Form 10-K as amended hereby continues to speak as of the date of
the Form 10-K and the disclosures have not been updated to speak to any later
date. Any items in the Form 10-K that are not expressly changed hereby shall be
as set forth in the Form 10-K. All information contained in this Amendment No. 1
and the Form 10-K is subject to updating and supplementing as provided in the
Company's periodic reports filed with the SEC subsequent to the filing of the
Form 10-K.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 3. EXHIBITS
The following exhibits are filed herewith or are incorporated by
reference to exhibits previously filed with the Securities and Exchange
Commission.
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
3.1 Certificate of Incorporation (3.1)(1)
3.2 Bylaws (3.2)(1)
10.1 1998 Employee Stock Option Plan (10.1)(1)*
10.2 1998 Directors and Consultants Stock Option Plan (10.2)(1)*
10.3 1999 Incentive Compensation Plan (10.3)(1)*
10.4 1999 Employee Stock Purchase Plan (10.4)(1)*
10.5 Employment Agreement with Michael S. Battaglia
10.6 Employment Agreement with Robert Protheroe (10.6)(1)
10.7 Employment Agreement with Quresh Sachee
10.8 License Agreement dated May 26, 1998 between Toshiba
Corporation and SmartDisk, as amended (10.8)(1)
10.9 Operating Agreement dated May 28, 1998 between Fischer
International Systems Corporation and SmartDisk, as amended
(10.9)(1)
10.10 License and Distribution Agreement dated May 28, 1998 between
SmartDisk and Fischer International Systems Corporation
(10.10)(1)
10.11 Distribution Agreement dated May 28, 1998 between Fischer
International Systems Corporation and SmartDisk (10.11)(1)
10.12 Investors' Rights Agreement dated May 22, 1998 among SmartDisk
and each of the investors a party thereto (10.12)(1)
10.13 Amendment Number One to Investors' Rights Agreement dated July
1999 among SmartDisk and each of the investors a party thereto
(10.13)(2)
10.14 Lease Agreement dated October 4, 1993 between Arnold
Industrial Park and SmartDisk, by assignment (10.13)(1)
10.15 Development and License Agreement dated June 30, 1999 between
SmartDisk and Sony Corporation (10.14)(1)+
10.16 Development and License Agreement dated December 1, 1999
between SmartDisk and Sony Corporation (10.16)(2)
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
10.17 Cooperative Development Agreement dated June 30, 1999 between
SmartDisk and SanDisk Corporation (10.15)(1)+
10.18 Form of Indemnification Agreement between the Registrant and
each of its directors and executive officers (10.16)(1)
10.19 Joint Venture Agreement dated as of February 24, 1998 by and
among Phoenix House Investments, L.L.C., Toshiba Corporation
and SmartDisk Corporation (10.17)(1)
10.20 Amendment No. 2 to License Agreement dated April 1, 1999
between Toshiba Corporation and SmartDisk
21.1 Subsidiaries of the Registrant (21.1)(2)
23.1 Consent of Ernst & Young LLP (23.1)(2)
27.1 Financial Data Schedule (available in EDGAR format only)
(27.1)(2)
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(1) Incorporated by reference to the exhibit in the preceding parentheses
as filed with SmartDisk's Registration Statement on Form S-1
(Registration No. 333-83793).
(2) Incorporated by reference to the exhibit in the preceding parentheses
as filed with SmartDisk's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999.
+ Confidential treatment granted for portions of this exhibit.
* Management Compensation Plan or Arrangement.
SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) of the
Securities and Exchange Act of 1934, SmartDisk has duly caused this Amendment
No. 1 on Form 10-K/A to be signed on its behalf by the undersigned, thereunto
duly authorized, on April __, 2000.
SmartDisk Corporation
By: /s/ MICHAEL R. MATTINGLY
----------------------------------
Michael R. Mattingly
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT TITLE
------ -------------
10.5 Employment Agreement with Michael S. Battaglia
10.7 Employment Agreement with Quresh Sachee
10.20 Amendment No. 2 to License Agreement dated April 1, 1999
between Toshiba Corporation and SmartDisk