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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 10-K/A
(Amendment No. 1 to Form 10-K)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2000,
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
000-26287
(Commission File Number)
______________
KANA COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
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Delaware 77-0435679
(State or other jurisdiction (I.R.S. Employer
of incorporation or Organization) Identification No.)
740 Bay Road, Redwood City, CA 94063
(Address of principal executive offices) (Zip Code)
(650) 298-9282
(Registrant's telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
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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. [ ]
As of February 28, 2001, the aggregate market value of the voting stock
held by non-affiliates of the Registrant was approximately $241,444,076 based
upon the closing sales price of the Common Stock as reported on the Nasdaq
Stock Market on such date. Shares of Common Stock held by officers, directors
and holders of more than ten percent of the outstanding Common Stock have been
excluded from this calculation because such persons may be deemed to be
affiliates. The determination of affiliate status is not necessarily a
conclusive determination for other purposes.
As of February 28, 2001, the Registrant had outstanding 94,345,305 shares
of Common Stock.
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We are filing this amendment to our Annual Report on Form 10-K,
originally filed with the Securities and Exchange Commission on April 2, 2001,
solely to correct a typographical error that appeared in the table listing the
names and ages of our current executive officers and directors. In accordance
with General Instruction G to Form 10-K, the information regarding our
executive officers and directors, required by Part III, Item 10 of Form 10-K,
is included in Part I of our Annual Report under the caption "Directors and
Executive Officers of the Registrant." The correct information is set forth
below.
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth information regarding our current
executive officers and directors (with ages as of December 31, 2000):
Name Age Position
- ---------------------------- --- --------------------------------------------------------------
James C. Wood............... 44 Chief Executive Officer and Chairman of the Board of Directors
David B. Fowler............. 47 President
Nigel K. Donovan............ 45 Chief Operating Officer
Art M. Rodriguez............ 45 Interim Chief Financial Officer
Toya A. Rico................ 40 Chief Personnel Officer
David M. Beirne............. 36 Director
Robert W. Frick............. 63 Director
Eric A. Hahn................ 40 Director
Charles A. Holloway, Ph.D... 64 Director
Steven T. Jurvetson......... 33 Director
James C. Wood. Mr. Wood joined us in April 2000 as a director in connection
with our acquisition of Silknet Software, Inc. and served as our President from
May 2000 until he was appointed as our Chief Executive Officer and Chairman of
the Board of Directors in January 2001. Mr. Wood founded Silknet in March 1995
and served as its Chairman of the Board, President and Chief Executive Officer.
From January 1988 until November 1994, Mr. Wood served as President and Chief
Executive Officer of CODA Incorporated, a subsidiary of CODA Limited, a
financial accounting software company. Mr. Wood also served as a director of
CODA Limited from November 1988 until November 1994. Mr. Wood holds a B.S. in
Electrical Engineering from Villanova University.
David B. Fowler. Mr. Fowler joined us in connection with our acquisition of
Silknet Software, Inc. and served as our Vice President, Corporate Marketing
from April 2000 until he was appointed as our President in January 2001. Prior
to joining us, from April 1999 to April 2000, Mr. Fowler served as Vice
President--Marketing of Silknet. From April 1995 to March 1999, Mr. Fowler
served as Vice President--Sales and Marketing for Gradient Technologies, a
software company. From December 1993 to March 1995, Mr. Fowler served as Vice
President--Sales and Marketing for FTP Software. Mr. Fowler holds a B.S. in
Computer Science from Worcester Polytechnic Institute and an M.B.A. from New
York University.
Nigel K. Donovan. Mr. Donovan joined us in connection with our acquisition
of Silknet Software, Inc. and served as our Vice President, Development from
April 2000 until he was appointed as our Chief Operating Officer in January
2001. Prior to joining us, from February 1999 to April 2000, Mr. Donovan served
as Senior Vice President and Chief Operating Officer of Silknet. From November
1995 to February 1999 Mr. Donovan served as Silknet's Vice President--
Professional Services. From November 1996 to October 1998, he also served as
Silknet's Treasurer and from May 1997 to October 1998 as its Chief Financial
Officer. In addition, Mr. Donovan served as director of Silknet from October
1996 to February 1999. From March 1988 until October 1995, Mr. Donovan served as
Vice President--Professional Services of CODA Incorporated. Mr. Donovan holds a
B.A. in Accounting and Finance from the London School of Business Studies.
Art M. Rodriguez. Mr. Rodriguez joined us in July 2000 as our Vice
President of Finance and currently serves as the interim Chief Financial
Officer. Prior to joining us, Mr. Rodriguez spent 15 years in various financial
positions at Hewlett Packard Co., most recently as the controller for the
Customer Service & Support Group. Before his work at Hewlett Packard, Mr.
Rodriguez served as a Captain in the United States Marine Corps. Mr. Rodriguez
has an M.B.A. from the University of California at Los Angeles.
Toya A. Rico. Ms. Rico joined us in January 2000 as Vice President, Human
Resources and was appointed as our Chief Personnel Officer in January 2001.
Prior to joining us, from October 1996 through May 1999, Ms. Rico served as
Director, Human Resources at Adaptec, Inc., a bandwidth management company. From
May 1988 through September 1996, Ms. Rico served in a variety of human resources
management positions at 3Com Corporation, a computer networking company. Ms.
Rico holds a B.A. in Communications from California State University, San
Francisco.
David M. Beirne. Mr. Beirne has served as one of our directors since
September 1997. Mr. Beirne has been a Managing Member of Benchmark Capital, a
venture capital firm, since June 1997. Prior to joining Benchmark Capital, Mr.
Beirne founded Ramsey/Beirne Associates, an executive search firm, and served as
its Chief Executive Officer from October 1987 to June 1997. Mr. Beirne serves on
the board of directors of Scient Corporation, PlanetRx.com, Inc., Webvan Group,
Inc., 1-800-FLOWERS.COM, Inc., and several private companies. Mr. Beirne holds a
B.S. in Management from Bryant College.
Robert W. Frick. Mr. Frick has served as one of our directors since August
1999. Mr. Frick previously served as the Vice Chairman of the Board, Chief
Financial Officer and head of the World Banking Group for Bank of America, as
Managing Director of BankAmerica International, and as President of Bank of
America's venture capital subsidiary. He is now retired. Mr. Frick previously
served as a director of Connectify, Inc. from its founding to its acquisition by
us, and he currently serves on the board of directors of six private companies.
Mr. Frick holds a B.S. in Civil Engineering and an M.B.A. from Washington
University in St. Louis, Missouri.
Eric A. Hahn. Mr. Hahn has served as one of our directors since June 1998.
Mr. Hahn is a founding partner of Inventures Group, a venture capital firm. From
November 1996 to June 1998, Mr. Hahn served as the Executive Vice President and
later as the Chief Technical Officer of Netscape Communications Corporation and
served as a member of Netscape's Executive Committee. Mr. Hahn also served as
General Manager of Netscape's Server Products Division, overseeing Netscape's
product development and marketing activities for enterprise Internet, intranet
and extranet servers, from November 1995 to November 1996. Prior to joining
Netscape, from February 1993 to November 1995, Mr. Hahn was founder and Chief
Executive Officer of Collabra Software, Inc., a groupware provider that was
acquired by Netscape. Mr. Hahn holds a B.S. and Ph.D. in Computer Science from
the Worcester Polytechnic Institute.
Dr. Charles A. Holloway. Dr. Holloway has served as one of our directors
since December 1996. Dr. Holloway holds the Kleiner, Perkins, Caufield & Byers
Professorship in Management at the Stanford Graduate School of Business and has
been a faculty member of the Stanford Graduate School of Business since 1968.
Dr. Holloway is also currently co-director of the Stanford Center for
Entrepreneurial Studies at the Graduate School of Business. Dr. Holloway was the
founding co-chair of the Stanford Integrated Manufacturing Association, a
cooperative effort between the Graduate School of Business and the School of
Engineering, which focuses on research and curriculum development in
manufacturing and technology. Dr. Holloway serves on the board of directors of
several private companies. Dr. Holloway holds a B.S. in Electrical Engineering
from the University of California at Berkeley and an M.S. in Nuclear Engineering
and Ph.D. in Business Administration from the University of California, Los
Angeles.
Steven T. Jurvetson. Mr. Jurvetson has served as one of our directors since
April 1997. Mr. Jurvetson has been a Managing Director of Draper Fisher
Jurvetson, a venture capital firm, since June 1995. Prior to joining Draper
Fisher Jurvetson, from July 1990 to September 1993, Mr. Jurvetson served as a
consultant with Bain & Company, a management consulting firm. Mr. Jurvetson
served as a research and development engineer at Hewlett-Packard during the
summer months from June 1987 to August 1989. Mr. Jurvetson serves on the boards
of directors of Cognigine Corporation, FastParts, Inc., iTv Corp., Tacit
Knowledge Corporation, Third Voice, Inc., ReleaseNow.com Corporation, Everdream
Corporation and Vivaldi Networks, Inc. Mr. Jurvetson holds a B.S. and an M.S. in
Electrical Engineering from Stanford University and an M.B.A. from the Stanford
Graduate School of Business.
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.
KANA COMMUNICATIONS, INC.
Date: April 3, 2001 By: /s/ James C. Wood
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James C. Wood
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.
Signature Title Date
- ------------------------------------ ------------------------------------------------------- --------------------
/s/ James C. Wood Chief Executive Officer and Chairman of April 3, 2001
- ------------------------------------ the Board of Directors (Principal Executive
James C. Wood Officer)
* Interim Chief Financial Officer (Principal April 3, 2001
- ------------------------------------ Financial and Accounting Officer)
Art M. Rodriguez
* President April 3, 2001
- ------------------------------------
David B. Fowler
* Director April 3, 2001
- ------------------------------------
David M. Beirne
* Director April 3, 2001
- ------------------------------------
Robert W. Frick
* Director April 3, 2001
- ------------------------------------
Eric A. Hahn
* Director April 3, 2001
- ------------------------------------
Dr. Charles A. Holloway
* Director April 3, 2001
- ------------------------------------
Steven T. Jurvetson
* By James C. Wood as Attorney-in-fact